0001144204-14-058012.txt : 20140926 0001144204-14-058012.hdr.sgml : 20140926 20140926125539 ACCESSION NUMBER: 0001144204-14-058012 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20140926 DATE AS OF CHANGE: 20140926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Skyline Medical Inc. CENTRAL INDEX KEY: 0001446159 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 331007393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198962 FILM NUMBER: 141123369 BUSINESS ADDRESS: STREET 1: 2915 COMMERS DRIVE, STREET 2: SUITE 900 CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 651-389-4800 MAIL ADDRESS: STREET 1: 2915 COMMERS DRIVE, STREET 2: SUITE 900 CITY: EAGAN STATE: MN ZIP: 55121 FORMER COMPANY: FORMER CONFORMED NAME: BioDrain Medical, Inc. DATE OF NAME CHANGE: 20080925 S-1 1 v389576_s1.htm S-1

As filed with the Securities and Exchange Commission on September 26, 2014

Registration No. 333-      

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



 

Skyline Medical Inc.

(Exact name of registrant as specified in its charter)



 

   
Delaware   3842   33-1007393
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)


 

2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
(651) 389-4800

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)



 

Joshua Kornberg, Chief Executive Officer
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
(651) 389-4800

(Name, address, including zip code, and telephone number,
including area code, of agent for service)



 

Copies to:

   
Martin Rosenbaum, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Tel: 612-672-8000/Fax: 612-672-8397		   Daniel Goldberg, Esq.
Reed Smith LLP
599 Lexington Avenue
22nd Floor
New York, New York 10022
Tel. 212-521-5400/Fax 212-521-5450		   Anthony J. Marsico, Esq.
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, New York 10166
Tel: 212-801-9200/Fax: 212-801-6400


 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer o   Accelerated filer o
Non-accelerated filer o   Smaller reporting company x

 

 
 

TABLE OF CONTENTS

  

CALCULATION OF REGISTRATION FEE

   
Title of Each Class of Securities to be Registered   Proposed
Maximum
Aggregate
Offering Price(1)		   Amount of
Registration Fee(1)
Common Stock, $0.01 par value(2)(3)   $ 11,500,000     $ 1,481.20  
Common Stock Global Purchase Warrants   $ 28,750     $ 3.70 (4) 
Shares of Common Stock, $0.01 par value, underlying Common Stock Global Purchase Warrants(2)(5)   $ 14,375,000     $ 1,851.50  
Representative’s Common Stock Purchase Warrant     —       — (6) 
Shares of Common Stock, $0.01 par value, underlying Representative’s Global Common Stock Purchase Warrant(2)(7)   $ 625,000     $ 80.50  
Total   $ 26,528,750     $ 3,416.90  

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Pursuant to Rule 416, under the Securities Act the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3) Includes shares the underwriters have the option to purchase to cover over-allotments, if any.
(4) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(i) under the Securities Act.
(5) There will be issued a warrant to purchase one share of common stock for every one share offered. The warrants are exercisable at a per share price equal to 125% of the common stock public offering price.
(6) No registration fee required pursuant to Rule 457(g) under the Securities Act.
(7) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on an estimated proposed maximum aggregate offering price of $625,000, which is equal to 125% of $500,000 (5% of $10,000,000).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
 

TABLE OF CONTENTS

  

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting and offer to buy these securities in any jurisdiction where the offer of sale is not permitted.

   
PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION   DATED September 26, 2014

      Shares of Common Stock

Warrants to Purchase     shares of Common Stock

[GRAPHIC MISSING]

We are offering      shares of our common stock and warrants to purchase up to an aggregate of      shares of our common stock. The warrants will have a per share exercise price of $    [125% of public offering price of the common stock]. The warrants are exercisable immediately and will expire five years from the date of issuance. We expect to effect a 1-for-     reverse stock split of our issued and outstanding common stock prior to the date of this prospectus.

Our securities are not listed on any national securities exchange. Our common stock is currently quoted on the OTCQB marketplace under the symbol “SKLN.QB.” We intend to apply to list our common stock and warrants on The NASDAQ Capital Market under the symbols “SKLN” and “SKLNW”, respectively. No assurance can be given that our application will be approved. The last reported per share price for our common stock was $0.1199, as quoted by the OTCQB marketplace on September 17, 2014.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 11 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED OF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     
  Per Share   Per Warrant   Total
Public offering price   $              $              $            
Underwriting discounts and commissions(1)   $     $     $  
Proceeds to us, before expenses   $     $     $  
(1) The underwriters will receive compensation in addition to the underwriting discount. See “Underwriting” beginning on page 86 of this prospectus for a description of compensation payable to the underwriters.

We have granted a 45-day option to the representative of the underwriters to purchase up to      additional shares of common stock and/or      warrants from us at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.

The underwriters expect to deliver our shares and warrants to purchasers in the offering on or about            , 2014.

Aegis Capital Corp

The date of this prospectus is           , 2014

 
 

TABLE OF CONTENTS

 
 
 
 
 

[GRAPHIC MISSING]

Skyline Medical Inc. STREAMWAY® System Fluid Management System

 
 

TABLE OF CONTENTS

TABLE OF CONTENTS

 
  Page
Prospectus Summary     1  
The Offering     9  
Summary Financial Data     10  
Risk Factors     11  
Special Note Regarding Forward-Looking Statements     21  
Use of Proceeds     22  
Price Range of Common Stock     23  
Dividend Policy     24  
Dilution     25  
Capitalization     26  
Management’s Discussion and Analysis of Financial Condition and Results of Operations     27  
Business     41  
Management     57  
Executive Compensation     62  
Certain Relationships and Related Party Transactions     76  
Security Ownership of Certain Beneficial Holders and Management     80  
Description of Securities     82  
Underwriting     86  
Legal Matters     95  
Experts     95  
Where You Can Find More Information     95  
Index to Financial Information     F-1  

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

For investors outside the United States: We have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

i

 
 

TABLE OF CONTENTS

  

PROSPECTUS SUMMARY

This summary contains basic information about us and this offering. You should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under this summary and “Risk Factors” are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. You should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

References to “we,” “our,” “us,” the “Company,” or “Skyline” refer to Skyline Medical Inc., a Delaware corporation.

Business Overview

Skyline Medical Inc. is a medical device company that develops and manufactures The STREAMWAY® System a safe, environmentally conscious, innovative and cost-effective solution for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. Skyline owns patent rights to its products, has previously received 510(k) approval from the FDA, and distributes these products to hospitals, surgical centers, and other medical facilities where bodily and irrigation fluids produced during surgical procedures must be contained, measured, documented, and disposed. Skyline’s products minimize the exposure potential to the healthcare workers who handle such fluids. Skyline’s goal is to create products that dramatically reduce staff exposure without significant changes to established operative procedures, historically a major stumbling block to innovation and product introduction. In addition to simplifying the handling of these fluids, Skyline believes its technologies provide cost savings to facilities over the aggregate costs incurred today using the traditional canister method of collection, neutralization, and disposal. Skyline currently sells its products through an experienced in-house sales force and independent distributors located throughout the United States. Skyline also intends to seek the necessary approvals to distribute its products in Europe, Asia, Latin America, Canada, and other areas outside of the U.S.

The STREAMWAY FMS is a wall mounted fully automated system that disposes of an unlimited amount of suctioned fluid providing uninterrupted performance for surgeons while virtually eliminating healthcare workers exposure to potentially infectious fluids found in the surgical environment. The system also provides a revolutionary new way to dispose of ascetic fluid with no evac bottles, suction canisters, transport or risk of exposure. The Company also manufactures and sells two disposable products required for system operation: a bifurcated single procedure filter and tissue trap and a single use bottle of cleaning solution. Both items are used on a single procedure basis and must be discarded after use.

Skyline’s virtually hands free direct-to-drain technology will (a) significantly reduce the risk of healthcare worker exposure to these infectious fluids by replacing canisters, (b) further reduce the risk of worker exposure when compared to powered canister technology that requires transport to and from the operating room, (c) reduce the cost per procedure for handling these fluids, and (d) enhance the surgical team’s ability to collect data to accurately assess the patient’s status during and after procedures.

The STREAMWAY FMS is unique to the industry in that it allows for continuous suction to the surgical field and provides unlimited capacity to the user so no surgical procedure will ever have to be interrupted to change canisters. It is wall mounted and takes up no valuable operating room space. The FMS will replace the manual process of collecting fluids in canisters and transporting and dumping in sinks outside of the operating room that is still being used by many hospitals and surgical centers.

Skyline believes its products provide substantial cost savings and improvements in safety in facilities that still use manual processes. In cases where healthcare organizations re-use canisters, the FMS cleaning process eliminates the need for cleaning of canisters for re-use. The FMS reduces the safety issues facing operating room nurses, the cost of the handling process, and the amount of infectious waste generated when the traditional method of disposing of canisters is used. The FMS is fully automated, does not require transport to and from the operating room and eliminates any canister that requires emptying. It is positioned to penetrate its market segment due to its virtually hands free operation, simple design, ease of use, continuous suction,

1

 
 

TABLE OF CONTENTS

  

continuous flow, unlimited capacity and efficiency in removal of infectious waste with minimal exposure of operating room personnel to potentially infectious material.

Market — Infectious and Bio-hazardous Waste Management

Due to the potential for ill effects to healthcare workers from exposure to infectious/bio-hazardous materials Federal and state regulatory agencies have issued mandatory guidelines for the control of such materials, and in particular, bloodborne pathogens. The presence of infectious materials is most prevalent in the surgical suite and post-operative care units where often, large amounts of bodily fluids, including blood, bodily and irrigation fluids are continuously removed from the patient during the surgical procedure. Surgical teams and post-operative care personnel may be exposed to these potentially serious hazards during the procedure via direct contact of blood materials or more indirectly via splash and spray. According to the Occupational Safety and Health Administration (“OSHA”), workers in many different occupations are at risk of exposure to bloodborne pathogens, including Hepatitis B and C, and HIV/AIDS. First aid team members, housekeeping personnel, nurses and other healthcare providers are examples of workers who may be at risk of exposure.

According to the American Hospital Association’s (AHA) Hospital Statistics, 2013 edition, America’s hospitals performed 86 million surgeries. This number does not include the many procedures performed at surgery centers across the country. The majority of these procedures produce potentially infectious materials that must be disposed with the lowest possible risk of cross-contamination to healthcare workers. Current standards of care allow for these fluids to be retained in canisters, located in the operating room where they can be monitored throughout the surgical procedure. Once the procedure is complete these canisters and their contents are disposed using a variety of methods all of which include manual handling and result in a heightened risk to healthcare workers for exposure to their contents.

There are currently approximately 40,000 operating rooms and surgical centers in the U.S. (AHA, Hospital Statistics, 2008). The hospital market has typically been somewhat independent of the U.S. economy; therefore we believe that our targeted market is not cyclical, and the demand for our products will not be heavily dependent on the state of the economy. We benefit by having our products address both the procedure market of nearly 51.6 million inpatient procedures (CDC, National Hospital Discharge Survey: 2010 table) as well as the hospital operating room market (approximately 40,000 operating rooms).

We expect the hospital surgery market to continue to increase due to population growth, the aging of the population, expansion of surgical procedures to new areas, for example, use of the endoscope, which requires more fluid management, and new medical technology. With recent emphasis on increasing health-care coverage, including several state mandates for universal or near-universal coverage, health-care construction has become one of the fastest growing institutional construction categories.

Current Techniques of Collecting Infectious Fluids

Typically, during the course of the procedure, fluids are continuously removed from the surgical site via wall suction and tubing and collected in large canisters (1,500 – 3,000 milliliters (ml) capacity or 1.5 – 3.0 liters) adjacent to the surgical table. These canisters, made of glass or high impact plastic, have graduated markers on them allowing the surgical team to make estimates of fluid loss in the patient both intra-operatively as well as for post-operative documentation. Fluid contents are retained in the canisters until the procedure is completed or until the canister is full and needs to be removed. During the procedure the surgical team routinely monitors fluid loss using the measurement calibrations on the canister and by comparing these fluid volumes to quantities of saline fluid introduced to provide irrigation of tissue for enhanced visualization and to prevent drying of exposed tissues. After the procedure is completed the fluids contained in the canisters are measured and a calculation of total blood loss is determined. This is done to ensure no excess fluids of any type remain within the body cavity or that no excessive blood loss has occurred, both circumstances that may place the patient at an increased risk post-operatively.

Once total blood loss has been calculated, the healthcare personnel must dispose of the fluids. This is typically done by manually transporting the fluids from the operating room to a waste station and directly pouring the material into a sink that drains to the sanitary sewer where it is subsequently treated by the local waste management facility, a process that exposes the healthcare worker to the most risk for direct contact or

2

 
 

TABLE OF CONTENTS

  

splash exposure. Once emptied these canisters are placed in large, red pigmented, trash bags and disposed of as infectious waste — a process commonly referred to as “red-bagging.”

Alternatively, the canisters may be opened in the operating room and a gel-forming powder is poured into the canister, rendering the material gelatinous. These gelled canisters are then red-bagged in their entirety and removed to a bio-hazardous/infectious holding area for disposal. In larger facilities the canisters, whether pre-treated with gel or not, are often removed to large carts and transported to a separate special handling area where they are processed and prepared for disposal. Material that has been red-bagged is disposed of separately, and more expensively, from other medical and non-medical waste by companies specializing in that method of disposal.

Although all of these protection and disposal techniques are helpful, they represent a piecemeal approach to the problem and fall short of providing adequate protection for the surgical team and other workers exposed to infectious waste. A major spill of fluid from a canister, whether by direct contact as a result of leakage or breakage, splash associated with the opening of the canister lid to add gel, while pouring liquid contents into a hopper, or during the disposal process, is cause for concern of acute exposure to human blood components — one of the most serious risks any worker faces in the performance of his or her job. Once a spill occurs, the entire area must be cleaned and disinfected and the exposed worker faces a potential of infection from bloodborne pathogens. These pathogens include, but are not limited to, HIV, HPV, and other infectious agents. Given the current legal liability environment the hospital, unable to identify at-risk patients due to concerns over patient rights and confidentiality, must treat every exposure incident as a potentially infectious incident and treat the exposed employee according to a specific protocol that is both costly to the facility and stressful to the affected employee and his or her co-workers. In cases of possible exposure to communicable disease, the employee could be placed on paid administrative leave, frequently involving worker’s compensation, and additional workers must be assigned to cover the affected employee’s responsibilities. The facility bears the cost of both the loss of the affected worker and the replacement healthcare worker in addition to any ongoing health screening and testing of the affected worker to confirm if any disease has been contracted from the exposure incident. Employee morale issues also weigh heavily on staff and administration when a healthcare worker suffers a potentially serious exposure to bloodborne pathogens. Canisters are the most prevalent means of collecting and disposing of infectious fluids in hospitals today. Traditional, non-powered canisters and related suction and fluid disposable products are exempt and do not require FDA clearance.

Products

The STREAMWAY Fluid Management System (“FMS”) — The STREAMWAY Automated Surgical Fluid Waste Management System suctions surgical waste fluid from the patient using standard surgical tubing. The surgical waste fluid passes through our proprietary disposable filters and into the STREAMWAY FMS. The STREAMWAY FMS maintains continuous suction to the surgical field at all times. A simple, easy to use Human Interface Display screen guides the user through the set up process, ensuring that a safe vacuum level is identified and set by the user for each procedure and additionally guides them through the cleaning process.

In contrast to competitive products, the wall-mounted FMS does not take up any operating room floor space and it does not require the use of any external canisters or handling by operating room personnel. It does require a dedicated system in each operating room where it is to be used. Other systems on the market are portable, meaning that they are rolled to the bedside for the surgical case and then rolled to a cleaning area, after the surgery is complete, and use canisters, which still require processing or require a secondary device (such as a docking station) to dispose of the fluid in the sanitary sewer after it has been collected. They are essentially powered canisters.

The FMS system may be installed on or in the wall during new construction or renovation or installed in a current operating room by connecting the device to the hospital’s existing sanitary sewer drain and wall suction systems. With new construction or renovation, the system will be placed in the wall and the incremental costs are minimal, limited to connectors to the hospital drain and suction systems (which systems are already required in an operating room), the construction of a frame to hold the FMS in position, and minimal labor.

3

 
 

TABLE OF CONTENTS

  

The Disposable Kit — The Skyline disposables are a critical component of our business model. The disposable kit consists of a proprietary, pre-measured amount of cleaning solution in a plastic bottle that attaches to the FMS. The disposal cleaning kit also includes an in-line filter with single or multiple suction ports. The proprietary cleaning solution placed in the specially designed holder is attached and recommended to be used following each surgical procedure. Due to the nature of the fluids and particles removed during surgical procedures, the FMS is recommended to be cleaned following each use. The disposables have the “razor blade business model” characteristic with an ongoing stream of revenue for every FMS unit installed, and revenues from the sale of the kits are expected to be significantly higher over time than the revenues from the sales of the unit. Our disposable, dual use filter is designed specifically for use only on our FMS. The filter is used only once per procedure followed by immediate disposal. Our operation instructions and warranty require that a Skyline filter is used for every procedure. We have exclusive distribution rights to the disposable fluid and facilitate the use of only our fluid for cleaning following procedures by incorporating a special adapter to connect the fluid to the connector on the FMS system. We will also tie the fluid usage, which we will keep track of with the FMS software, to the product warranty.

Corporate Strategy — We intend to succeed by deploying a strategy of focused expansion within our core product and market segments, while utilizing a progressive approach to manufacturing and marketing to ensure maximum flexibility and profitability.

Our strategy is to:

• Develop a complete line of wall-mounted fluid evacuation systems for use in hospital operating rooms, radiological rooms and free standing surgery centers as well as clinics and physicians’ offices
• Provide products that greatly reduce worker and patient exposure to harmful materials present in infectious fluids and that contribute to an adverse working environment.
• Utilize existing medical products independent distributors and manufacturer’s representatives to achieve the desired market penetration.
• Continue to utilize operating room consultants, builders and architects as referrals to hospitals and day surgery centers.

Other strategy may also include:

º Employing a lean operating structure, while utilizing the latest trends and technologies in manufacturing and marketing, to achieve both market share growth and projected profitability.
º Providing a leasing program and/or “pay per use” program as alternatives to purchasing.
º Providing service contracts to establish an additional revenue stream.
º Utilizing the manufacturing experience of our management team to develop sources of supply and manufacturing to reduce costs while still obtaining excellent quality. While cost is not a major consideration in the roll-out of leading edge products, we believe that being a low-cost provider will be important long term.
º Offering an innovative warranty program that is contingent on the exclusive use of our disposable kit to enhance the success of our after-market disposable products.

Technology and Competition

Fluid Management for Surgical Procedures

The management of surgical waste fluids produced during and after surgery is a complex mix of materials and labor that consists of primary collection of fluid from the patient, transportation of the waste fluid within the hospital to a disposal or processing site and disposal of that waste either via incineration or in segregated landfills.

Once the procedure has ended, the canisters currently being used in many cases, and their contents must be removed from the operating room and disposed. There are several methods used for disposal, all of which

4

 
 

TABLE OF CONTENTS

  

present certain risks to the operating room team, the crews who clean the rooms following the procedure and the other personnel involved in their final disposal. These methods include:

• Direct Disposal Through the Sanitary Sewer.  In virtually all municipalities, the disposal of liquid blood may be done directly to the sanitary sewer where it is treated by the local waste management facility. This practice is approved and recommended by the EPA. In most cases these municipalities specifically request that disposed bio-materials not be treated with any known anti-bacterial agents such as glutalderhyde, as these agents not only neutralize potentially infectious agents but also work to defeat the bacterial agents employed by the waste treatment facilities themselves. Disposal through this method is fraught with potential exposure to the service workers, putting them at risk for direct contact with these potentially infectious agents through spillage of the contents or via splash when the liquid is poured into a hopper - a specially designated sink for the disposal of infectious fluids. Once the infectious fluids are disposed of into the hopper, the empty canister is sent to central processing for re-sterilization (glass and certain plastics) or for disposal in the bio-hazardous/infectious waste generated by the hospital (red-bagged).
• Conversion to Gel for Red-Bag Disposal.  In many hospital systems the handling of this liquid waste has become a liability issue due to worker exposure incidents and in some cases has even been a point of contention during nurse contract negotiations. Industry has responded to concerns of nurses over splash and spillage contamination by developing a powder that, when added to the fluid in the canisters, produces a viscous, gel-like substance that can be handled more safely. After the case is completed and final blood loss is calculated, a port on the top of each canister is opened and the powder is poured into it. It takes several minutes for the gel to form, after which the canisters are placed on a service cart and removed to the red-bag disposal area for disposal with the other infectious waste.

There are four major drawbacks to this system:

• It does not ensure protection for healthcare workers, as there remains the potential for splash when the top of the canister is opened.
• Based on industry pricing data, the total cost per canister increases by approximately $2.00.
• Disposal costs to the hospital increase dramatically as shipping, handling and landfill costs are based upon weight rather than volume in most municipalities. The weight of an empty 2,500 ml canister is about 1 pound. A canister and its gelled contents weigh about 7.5 pounds, and the typical cost to dispose of medical waste is approximately $0.30 per pound.
• The canister filled with gelled fluid must be disposed; it cannot be cleaned and re-sterilized for future use.

Despite the increased cost of using gel and the marginal improvement in health care worker protection it provides, several hospitals have adopted gel as their standard procedure.

Current Competition, Technology, and Costs

Single Use Canisters — In the U.S., glass reusable containers are infrequently used as their high initial cost, frequent breakage and costs of reprocessing are typically more costly than single use high impact plastic canisters, even when disposal is factored in. Each single use glass canister costs roughly $8.00 each while the high impact plastic canisters cost $2.00 – $3.00 each and it is estimated that a range of two to eight canisters are used in each procedure, depending on the operation. Our FMS would replace the use of canisters and render them unnecessary, as storage and disposal would be performed automatically by the FMS. Our true competitive advantage, however, is our unlimited capacity, eliminating the need for any high volume cases to be interrupted for canister changeover.

Solidifying Gel Powder — One significant drawback of the solidifying gels is that they increase the weight of the materials being sent to the landfill by a factor of five to seven times, resulting in a significant cost increase to the hospitals that elect to use the products. The FMS eliminates the need for solidifying gel, providing savings in both gel powder usage and associated landfill costs.

5

 
 

TABLE OF CONTENTS

  

Sterilization and Landfill Disposal — Current disposal methods include the removal of the contaminated canisters (with or without the solidifying gel) to designated biohazardous/infectious waste sites. Previously many hospitals used incineration as the primary means of disposal, but environmental concerns at the international, domestic and local level have resulted in a systematic decrease in incineration worldwide as a viable method for disposing of blood, organs or materials saturated with bodily fluids. When landfill disposal is used, canisters are included in the general red-bag disposal and, when gel is used, comprise a significant weight factor. Where hopper disposal is still in use, most of the contents of the red-bag consist only of outer packaging of supplies used in surgery and small amounts of absorbent materials impregnated with blood and other waste fluid. These, incidentally, are retained and measured at the end of the procedure to provide a more accurate assessment of fluid loss or retention. Once at the landfill site, the red-bagged material is often steam-sterilized with the remaining waste being ground up and interred into a specially segregated waste dumpsite.

Handling Costs — Once the surgical team has finished the procedures, and a blood loss estimate is calculated, the liquid waste (with or without solidifying gels) is removed from the operating room and either disposed of down the sanitary sewer or transported to an infectious waste area of the hospital for later removal. The FMS would significantly reduce the labor costs associated with the disposal of fluid or handling of contaminated canisters, as the liquid waste is automatically emptied into the sanitary sewer after measurements are obtained. We will utilize the same suction tubing currently being used in the operating room, so no additional cost is incurred with our process. While each hospital handles fluid disposal differently, we believe that the cost of our cleaning fluid after each procedure will be less than the current procedural cost that could include the cost of canisters, labor to transport the canisters, solidifying powder, gloves, gowns, mops, goggles, shipping, and transportation, as well as any costs associated with spills that may occur due to manual handling.

A hidden but very real and considerable handling cost is the cost of an infectious fluid exposure. A July 2007 research article published in Infection Control Hospital Epidemiology concluded that “Management of occupational exposures to blood and bodily fluids is costly; the best way to avoid these costs is by prevention of exposures.” According to the article, hospital management cost associated with occupational blood exposure can, conservatively, be more than $4,500 per exposure. Because of privacy laws, it is difficult to obtain estimates of exposure events at individual facilities; however, in each exposure the worker must be treated as a worse case event. This puts the healthcare worker through a tremendous amount of personal trauma, and the health care facility through considerable expense and exposure to liability and litigation.

Nursing Labor — Nursing personnel spend significant time in the operating room readying canisters for use, calculating blood loss and removing or supervising the removal of the contaminated canisters after each procedure. Various estimates have been made, but an internal study at a large healthcare facility in Minneapolis, Minnesota, revealed that the average nursing team spends twenty minutes pre-operatively and intra-operatively setting up, monitoring fluid levels and changing canisters as needed and twenty minutes post-operatively readying blood loss estimates or disposing of canisters. Estimates for the other new technologies reviewed have noted few cost savings to nursing labor.

The FMS would save nursing time as compared to the manual process of collecting and disposing of surgical waste. Set-up is as easy as attaching the suction tube to the inflow port of the FMS. Post-operative clean-up requires approximately five minutes, the time required to dispose of the suction tubing and disposable filter to the red-bag, calculate the patient’s blood loss, attach the bottle of cleaning solution to the inlet port of the unit, initiate the cleaning cycle, and dispose of the emptied cleaning solution. The steps that our product avoids, which are typically involved with the manual disposal process include, canister setup, interpretation of an analog read out for calculating fluid, canister management during the case (i.e. swapping out full canisters), and then temporarily storing, transferring, dumping, and properly disposing of the canisters.

Marketing and Sales Distribution

We sell the FMS and procedure disposables through various methods that may include a direct sales force, independent distributors and manufacturer’s representatives covering the vast majority of major U.S. and outside U.S. markets. Currently we have six regional managers selling, and demoing the FMS for prospective customers and distributors, as well as, supporting our current customer base for disposable resupply. We are close to signing contracts with various hospital purchasing groups and have signed on

6

 
 

TABLE OF CONTENTS

  

independent distributors. Our targeted customer base includes nursing administration, operating room managers, CFOs, CEOs, risk management, and infection control. Other professionals with an interest in the product include physicians, nurses, biomedical engineering, anesthetists, imaging, anesthesiologists, human resources, legal, administration and housekeeping.

Promotion — The dangers of exposure to infectious fluid waste are well recognized in the medical community. It is our promotional strategy to effectively educate medical staff regarding the risks of contamination using current waste collection procedures and the advantages of the FMS in protecting medical personnel from inadvertent exposure. We intend to leverage this medical awareness and concern with education of regulatory agencies at the local, state and federal levels about the advantages of the FMS.

We supplement our sales efforts with a promotional mix that will include a number of printed materials, video support and a website. We believe our greatest challenge lies in reaching and educating the 1.6 million medical personnel who are exposed daily to fluid waste in the operating room or in other healthcare settings (OSHA, CPL 2-2.44C). These efforts will require utilizing single page selling pieces, video educational pieces for technical education, use of scientific journal articles and a webpage featuring product information, educational materials, and training sites.

Pricing — We believe prices for the FMS and its disposable procedure kit reflect a substantial cost savings to hospitals and surgical centers compared to their long-term procedure costs. Our pricing strategy ensures that the customer realizes actual cost savings when using the FMS versus replacing traditional canisters, considering the actual costs of the canisters and associated costs such as biohazard processing labor and added costs of biohazard waste disposal. Our cleaning solution’s bottle is recyclable, and the anticipated selling price of the fluid is built into our cost analysis. In contrast, an operation using traditional disposal methods will often produce multiple canisters destined for biohazard processing. Biohazard disposal costs are estimated by Outpatient Surgery Magazine to be 5 times more per pound to dispose of than regular waste (Outpatient Surgery Magazine, April 2007). Once the canister has touched blood, it is considered “red bag” biohazard waste, whereas the cleaning fluid bottle used in our system can be recycled or disposed with the rest of the facility’s plastics.

The FMS lists for $21,900 per system (one per operating room — installation extra) and $24 per unit retail for the proprietary disposables: one filter and one bottle of cleaning solution to the U.S. hospital market. By comparison, the disposal system of Stryker Instruments, one of our competitors, retails for approximately $25,000 plus an $8,000 docking station and requires a disposable component with an approximate cost of $25 per procedure and a proprietary cleaning fluid (cost unknown per procedure). Per procedure cost of the traditional disposal process includes approximate costs of $2 – $3.00 per liter canister, plus solidifier at $2 per liter canister, plus the biohazard premium disposal cost approximated at $1.80 per liter canister. In addition, the labor, gloves, gowns, goggles, and other related material handling costs are also disposal expenses.

Ability to Continue as a Going Concern

We have suffered recurring losses from operations and have a stockholders’ deficit. Although we have been able to fund our current working capital requirements, principally through debt and equity financing, there is no assurance that we will be able to do so in the future. These factors raise substantial doubt about our ability to continue as a going concern. As a result of the above factors, our independent registered public accounting firm has indicated in their audit opinion, contained in our financial statements included in this prospectus that they have serious doubts about our ability to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Plan of Financing; Going Concern Qualification.”

Risks

We are subject to a number of risks, which you should be aware of before deciding to purchase the securities in this offering. In particular, you should consider the following risks, which are discussed more fully in the section titled “Risk Factors.”

• As a result of our current lack of financial liquidity and negative stockholders’ equity, our auditors have expressed substantial concern about our ability to continue as a “going concern.”

7

 
 

TABLE OF CONTENTS

  

• We have significant indebtedness, which may restrict our business and operations, adversely affect our cash flow and restrict our future access to sufficient funding to finance desired growth.
• Our limited operating history does not afford investors a sufficient history on which to base an investment decision.
• Our business is dependent upon proprietary intellectual property rights, which if we were unable to protect, could have a material adverse effect on our business.
• If we become subject to intellectual property actions, this could hinder our ability to deliver our products and services and our business could be negatively impacted.
• We face significant competition, including competition from companies with considerably greater resources than ours, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed.
• Our products require FDA clearance and our business will be subject to intense governmental regulation and scrutiny, both in the U.S. and abroad.
• Our product has only recently entered the commercial market and, although we anticipate market acceptance, we do not have enough customer experience with it to predict future demands.
• If our product is not accepted by our potential customers, it is unlikely that we will ever become profitable.
• We are dependent for our success on a few key executive officers. Our inability to retain those officers would impede our business plan and growth strategies, which would have a negative impact on our business and the value of an investment.
• The relative lack of public company experience of our management team may put us at a competitive disadvantage.
• Costs incurred because we are a public company may affect our profitability.

Corporate Information

The Company was originally incorporated on April 23, 2002 in Minnesota as BioDrain Medical, Inc. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger.

Our address is 2915 Commers Drive, Suite 900, Eagan, Minnesota 55121. Our telephone number is (651) 389-4800, and our website address is www.skylinemedical.com.

8

 
 

TABLE OF CONTENTS

  

THE OFFERING

Securities offered by us    
        shares of common stock and warrants to purchase up to an aggregate of      shares of common stock.
Common stock to be outstanding immediately after this offering    
        shares of common stock (        if the warrants are exercised in full). If the underwriters’ over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be       (       if the warrants are exercised in full).
Description of warrants    
    The warrants will have a per share exercise price equal to $     [125% of public offering price of the common stock]. The warrants are exercisable immediately and expire five years from the date of issuance.
Use of proceeds    
    We intend to use the net proceeds received from this offering to build and maintain inventory, purchase tooling, purchase and install manufacturing equipment for fluids, for research and development including obtaining our CE mark, expansion of sales and marketing, to assist funding our working capital costs and to clear certain past debt. See “Use of Proceeds” on page 22.
Risk factors    
    See “Risk Factors” beginning on page 11 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.
OTCQB symbol    
    Common Stock — SKLN.QB.
Proposed symbol and listing    
    We intend to apply to list our common stock and warrants on The NASDAQ Capital Market under the symbols “SKLN” and SKLNW,” respectively.

Unless we indicate otherwise, all information in this prospectus:

• reflects a 1-for-     reverse stock split of our issued and outstanding shares of common stock, options and warrants to be effected prior to the date of this prospectus and the corresponding adjustment of all common stock prices per share and stock option and warrant exercise prices per share;
• is based on 224,286,912 shares of common stock issued and outstanding as of September 18, 2014;
• assumes no exercise by the underwriters of their option to purchase up to an additional      shares of common stock and/or warrants to purchase      additional shares of common stock to cover over-allotments, if any;
• excludes 38,178,504 shares of our common stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted average exercise price of $0.102 per share as of September 18, 2014;
• excludes 39,106,881 shares of our common stock issuable upon exercise of outstanding warrants as a result of previous private placements at a weighted average price of $0.113 per share as of September 18, 2014;
• assumes the conversion of all outstanding Series A Convertible Preferred Stock in the aggregate principal amount of approximately $2,055,000 for 16,231,252 shares of common stock;
• assumes the conversion of all outstanding convertible notes in the aggregate principal amount of approximately $1,603,270 for 36,047,701 shares of common stock; and
• excludes      shares of common stock underlying the warrants to be issued to the underwriters in connection with this offering.

9

 
 

TABLE OF CONTENTS

  

SUMMARY FINANCIAL DATA

The following table sets forth our summary statement of operations data for the fiscal years ended December 31, 2013 and 2012 derived from our audited financial statements and related notes included elsewhere in this prospectus. The summary financial data for the six months ended June 30, 2013 and 2012, are derived from our unaudited financial statements appearing elsewhere in this prospectus and are not indicative of results to be expected for the full year. Our financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States. The results indicated below are not necessarily indicative of our future performance. You should read this information together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

       
  Six Months Ended June 30,   Year Ended December 31,
     2014   2013   2013   2012
Revenue   $ 388,513     $ 278,583     $ 468,125     $ 188,772  
Operating Expenses
                                    
Research and Development Expenses     249,636       133,541       235,052       15,000  
General and Administrative Expenses     3,470,397       3,288,571       9,160,454       7,333,462  
Total Operating Expenses     3,720,033       3,422,112       9,395,506       7,348,462  
Loss from Operations     (3,331,520 )      (3,143,529 )      (8,927,381 )      (7,159,690 ) 
Other Income (expense)
                                    
Interest Expense     32,897       222,206       636,503       259,349  
(Gain) Loss on Equity Linked     (11,468 )      (88,673 )      (157,580 )      3,116  
Net Loss available to common shareholders   $ (3,352,949 )    $ (3,277,062 )    $ (9,406,304 )    $ (7,422,155 ) 
Loss per common share – basic and diluted   $ (0.02 )    $ (0.03 )    $ (0.06 )    $ (0.11 ) 
Weighted average number of shares – basic and diluted     221,922,352       111,045,552       151,958,618       69,587,814  

   
  As of June 30, 2014
     Actual   Pro Forma
As Adjusted(1)
Balance Sheet Data:
                  
Cash and cash equivalents   $ 40,151     $ 8,740,151  
Total assets     972,772       9,672,773  
Total liabilities     4,196,414       3,871,067  
Total shareholders’ equity (deficiency)     (3,223,642 )      5,801,706  

(1) Pro forma, as adjusted amounts give effect to (i) the issuance of common stock, convertible notes and warrants from July 1, 2014 through and immediately prior to the date of this offering, (ii) the assumed conversion of $1,603,270 in aggregate principal amount of convertible promissory notes, together with all interest accrued and unpaid thereon through the date of conversion, and of 20,550 shares of Series A Convertible Preferred Stock into an aggregate      shares of our common stock and warrants to purchase      shares of our common stock with the same terms as the warrants offered in this offering upon completion of this offering, and (iii) the sale of       shares and warrants to acquire      shares in this offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us.

10

 
 

TABLE OF CONTENTS

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our financial statements and related notes.

Risks Related to Our Business

We will require additional financing to sustain our operations, and if adequate financing is not available, we may be forced to go out of business. Such financing will be dilutive and feature restricted terms. Our independent public accounting firm has indicated in their audit opinion, contained in our financial statements, that they have serious doubts about our ability to remain a going concern.

We have never generated sufficient revenues to fund our capital requirements. We have funded our operations through a variety of debt and equity instruments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Historical Financing” below. Our future cash requirements and the adequacy of available funds depend on our ability to sell our products. See “Plan of Financing; Going Concern Qualification” below.

In February 2014, we raised $2 million in gross proceeds from our private placement of convertible preferred stock. In July and August 2014, we sold convertible notes and warrants for an aggregate purchase price of over $0.9 million.

We may also need further equity financing to maintain our operations. If such financing is available, it may be highly dilutive to our existing shareholders and may otherwise include burdensome or onerous terms. Our inability to raise additional working capital at all or to raise it in a timely manner would negatively impact our ability to fund our operations, to generate revenues, and to otherwise execute our business plan, leading to the reduction or suspension of our operations and ultimately forcing us to declare bankruptcy, reorganize or to go out of business. Should this occur, the value of any investment in our securities could be adversely affected, and an investor would likely lose all or a significant portion of their investment. These factors raise substantial doubt about our ability to continue as a going concern.

Based on our current operating plan we believe that we have sufficient cash, cash equivalents and short-term investment balances to continue operating approximately through November 30, 2014 after which additional financing will be needed to continue to satisfy our obligations. While holders of our warrants could provide cash to us during that time frame through the exercise of their warrants, we are not depending on that revenue in our fundraising efforts. We commenced sales of our enhanced STREAMWAY Fluid Management System (“FMS”) in the first quarter of 2014. Sales of this product are expected to provide additional operating revenues and cash balances that could reduce the need for additional fundraising; however, cash collections for product sales are not immediate, which may result in a delay in positive operating cash flows over the next several quarters.

As a result of the above factors, our independent registered public accountant firm has indicated in their audit opinion, included herein, that they have serious doubts about our ability to continue as a going concern. The financial statements included herein have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our limited operating history makes evaluation of our business difficult.

We were formed on April 23, 2002 and to date have generated only moderate revenue year by year. Our ability to implement a successful business plan remains unproven and no assurance can be given that we will ever generate sufficient revenues to sustain our business. We have a limited operating history which makes it difficult to evaluate our performance. You must consider our prospects in light of these risks and the expenses, technical obstacles, difficulties, market penetration rate and delays frequently encountered in connection with the development of new businesses. These factors include uncertainty whether we will be able to:

• raise capital;
• develop and implement our business plan in a timely and effective manner;

11

 
 

TABLE OF CONTENTS

• be successful in uncertain markets;
• respond effectively to competitive pressures;
• successfully address intellectual property issues of others;
• protect and expand our intellectual property rights; and
• continue to develop and upgrade our products.

Our business is dependent upon proprietary intellectual property rights, which if we were unable to protect, could have a material adverse effect on our business.

We rely on a combination of patent, trade secret and other intellectual property rights and measures to protect our intellectual property. We currently own and may in the future own or license additional patent rights or trade secrets in the U.S., Europe, Asia, Canada, and elsewhere in the world that cover certain of our products. We rely on patent laws and other intellectual property laws, nondisclosure and other contractual provisions and technical measures to protect our products and intangible assets. These intellectual property rights are important to our ongoing operations and no assurance can be given that any measure we implement will be sufficient to protect our intellectual property rights. Also, with respect to our trade secrets and proprietary know-how, we cannot be certain that the confidentiality agreements we have entered into with consultants, vendors and employees will not be breached, or that we will have adequate remedies for any breach. We may lose the protection afforded by these rights through patent expirations, legal challenges or governmental action. If we cannot protect our rights, we may lose our competitive advantage if these patents were found to be invalid in the jurisdictions in which we sell or plan to sell our products. The loss of our intellectual property rights could have a material adverse effect on our business.

If we become subject to intellectual property actions, this could hinder our ability to deliver our products and services and our business could be negatively impacted.

We may be subject to legal or regulatory actions alleging intellectual property infringement or similar claims against us. Companies may apply for or be awarded patents or have other intellectual property rights covering aspects of our technologies or businesses. Moreover, if it is determined that our products infringe on the intellectual property rights of third parties, we may be prevented from marketing our products. While we are currently not subject to any material intellectual property litigation, any future litigation alleging intellectual property infringement could be costly, particularly in light of our limited resources. Similarly, if we determine that third parties are infringing on our patents or other intellectual property rights, our limited resources may prevent us from litigating or otherwise taking actions to enforce our rights. Any such litigation or inability to enforce our rights could require us to change our business practices, hinder or prevent our ability to deliver our products and services, and result in a negative impact to our business. Expansion of our business via product line enhancements or new product lines to drive increased growth in current or new markets may be inhibited by the intellectual property rights of our competitors and/or suppliers. Our inability to successfully mitigate those factors may significantly reduce our market opportunity and subsequent growth.

We face significant competition, including competition from companies with considerably greater resources than ours, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed.

Our industry is highly competitive with numerous competitors ranging from well-established manufacturers to innovative start-ups. A number of our competitors have significantly greater financial, technological, engineering, manufacturing, marketing and distribution resources than we do. Their greater capabilities in these areas may enable them to compete more effectively on the basis of price and production and more quickly develop new products and technologies.

We estimate that the total market for surgical suction canisters is approximately $100 million and has a compound annual growth rate of 5%. We estimate the total cost of using surgical canisters is a multiple of $100 million because this amount does not include the labor to handle the canisters, disposal costs and solidifying compounds commonly used to minimize exposure to health care workers. Cardinal Health, Inc., a $91 billion plus medical manufacturer and distributor, is a leading competitor. Another one of our competitors

12

 
 

TABLE OF CONTENTS

is Stryker Instruments, a wholly owned subsidiary of Stryker Corporation, which is a publicly traded company with revenues of approximately $9 billion, and has a leading position in this market. Both of these competitors are better capitalized than we are.

Companies with significantly greater resources than ours may be able to reverse engineer our products and/or circumvent our intellectual property position. Such action, if successful, would greatly reduce our competitive advantage in the marketplace.

We believe that our ability to compete successfully depends on a number of factors, including our technical innovations of unlimited suction and unlimited capacity capabilities, our innovative and advanced research and development capabilities, strength of our intellectual property rights, sales and distribution channels and advanced manufacturing capabilities. We plan to employ these and other elements as we develop our products and technologies, but there are many other factors beyond our control. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which could adversely impact the trading price of the shares of our common stock.

Our products require FDA clearance and our business will be subject to intense governmental regulation and scrutiny, both in the U.S. and abroad.

In March 2009, we filed a 510(k) submission with the FDA with respect to a product classification as a Class II non-exempt device. We cannot generate revenues from our product to be used in the surgical operating room without FDA clearance. We received written confirmation of final FDA clearance on April 1, 2009.

The production, marketing and research and development of our product is subject to extensive regulation and review by FDA and other governmental authorities both in the United States and abroad. In addition to testing and approval procedures, extensive regulations also govern marketing, manufacturing, distribution, labeling, and record keeping. If we do not comply with applicable regulatory requirements, violations could result in warning letters, non-approvals, suspensions of regulatory approvals, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions, and criminal prosecution.

Periodically, legislative or regulatory proposals are introduced that could alter the review and approval process relating to medical products. It is possible that the FDA will issue additional regulations further restricting the sale of our present or proposed products. Any change in legislation or regulations that govern the review and approval process relating to our current and future products could make it more difficult and costly to obtain approval for new products, or to produce, market, and distribute existing products.

Our product has only recently entered the commercial market and we do not have enough customer experience with it to predict future demands.

The STREAMWAY FMS has been launched into the fluid management market. We are currently manufacturing the Product, following Good Management Practice compliance regulations, at our own facility and anticipate the capability of producing the STREAMWAY FMS in sufficient quantities for future near term sales. We have contracted with a manufacturing company that fits our standards and costs. We have sold and installed a limited number of FMS Systems to date and unknown or unforeseen market requirements may arise.

If our product is not accepted by our potential customers, it is unlikely that we will ever become profitable.

The medical industry has historically used a variety of technologies for fluid waste management. Compared to these conventional technologies, our technology is relatively new, and the number of companies using our technology is limited. The commercial success of our product will depend upon the widespread adoption of our technology as a preferred method by hospitals and surgical centers. In order to be successful, our product must meet the technical and cost requirements for these facilities. Market acceptance will depend on many factors, including:

• the willingness and ability of customers to adopt new technologies;

13

 
 

TABLE OF CONTENTS

• our ability to convince prospective strategic partners and customers that our technology is an attractive alternative to conventional methods used by the medical industry;
• our ability to select and execute agreements with effective distributors and manufacturers representatives to market and sell our product; and
• our ability to assure customer use of the Skyline proprietary cleaning fluid and in-line filter.

Because of these and other factors, our product may not gain market acceptance or become the industry standard for the health care industry. The failure of such companies to purchase our products would have a material adverse effect on our business, results of operations and financial condition.

We are dependent for our success on a few key executive officers. Our inability to retain those officers would impede our business plan and growth strategies, which would have a negative impact on our business and the value of an investment.

Our success depends on the skills, experience and performance of key members of our management team. We heavily depend on our management team: Joshua Kornberg, our President and Chief Executive Officer and Interim Chairman of the Board, David Johnson our Chief Operating Officer and Bob Myers our Chief Financial Officer. We have entered into employment agreements with all members of our senior management team and we may expand the relatively small number of executives in our company. Were we to lose one or more of these key individuals, we would be forced to expend significant time and money in the pursuit of a replacement, which could result in both a delay in the implementation of our business plan and the diversion of our limited working capital. We can give you no assurance that we can find satisfactory replacements for these key individuals at all, or on terms that are not unduly expensive or burdensome to our company. However, we have issued stock options and other equity-based compensation to attract and retain employees, and are confident that our team is committed to the products success.

Our success is dependent on our ability to attract and retain technical personnel, sales and marketing personnel, and other skilled management.

Our success depends to a significant degree on our ability to attract, retain and motivate highly skilled and qualified personnel. Failure to attract and retain necessary technical, sales and marketing personnel and skilled management could adversely affect our business. If we fail to attract, train and retain sufficient numbers of these highly qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected.

Costs incurred because we are a public company may affect our profitability.

As a public company, we incur significant legal, accounting, and other expenses, and we are subject to the SEC’s rules and regulations relating to public disclosure that generally involve a substantial expenditure of financial resources. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, requires changes in corporate governance practices of public companies. We expect that full compliance with such rules and regulations will significantly increase our legal and financial compliance costs and make some activities more time-consuming and costly, which may negatively impact our financial results. To the extent our earnings suffer as a result of the financial impact of our SEC reporting or compliance costs, our ability to develop an active trading market for our securities could be harmed.

Risks Related to Our Securities and this Offering

From our inception through the date of our reincorporation in Delaware, a majority of our shares and other securities were issued in violation of the preemptive rights of existing shareholders, which could result in claims against us.

In 2013, it was brought to the attention of our management and Board of Directors that our company was subject to preemptive rights prior to its reincorporation in Delaware. The Minnesota Business Corporation Act provides such rights to shareholders of a corporation, unless the corporation’s articles of incorporation “opt out” and deny them. Our company’s articles of incorporation never denied preemptive rights or mentioned them in any way. Since our inception in 2002, our company has issued shares of common stock and other equity securities on numerous occasions to raise capital and for other purposes and, to our knowledge; we

14

 
 

TABLE OF CONTENTS

have never complied with the Minnesota preemptive rights statute in connection with such issuances. On December 16, 2013, the reincorporation merger became effective. From that date, stockholders no longer have preemptive rights relating to any future issuances of securities. As described in our Form 10-Q report for the quarter ended September 30, 2013 in Part II, Item 1A, “Risk Factors,” in connection with previous issuances of securities, we may be subject to the claims of previous and current shareholders based on violations of their preemptive rights; the risk and magnitude of these claims are uncertain, because there is little legal authority on the application of the Minnesota preemptive rights statute and if there are any future claims, we intend to vigorously defend based in part on numerous facts and circumstances described in such Form 10-Q report and other factors. However, if current or former shareholders bring claims against the company for violations of preemptive rights, there can be no assurance that our company will not be liable for damages, the amount of which cannot be predicted. Further, in connection with any such claims, a court may grant other remedies that will have a material adverse effect on our company’s financial condition or results of operations, or that will result in dilution to some existing shareholders.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.

The net proceeds from this offering will be immediately available to our management to use at their discretion. We currently intend to use the net proceeds from this offering to build and maintain inventory, construct tooling, install a filling station, tanks, label registration and boxing, support research and development, expand sales and marketing, assist with our operating and administrative expenses, clear past debt and provide working capital. See “Use of Proceeds.” We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

There is currently a limited public trading market for our common stock and we cannot assure you that a more active public trading market for our common stock will develop or be sustained. Even if a market develops, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

There is currently a limited public trading market for our registered common stock. The numbers of institutions or persons interested in purchasing our registered common stock at or near ask prices at any given time may be relatively small or nonexistent. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. Even if we came to the attention of such persons, they tend to be risk averse and may be reluctant to follow a relatively unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that an active public trading market for our registered common stock will develop or be sustained.

Limitations on director and officer liability and indemnification of our officers and directors by us may discourage shareholders from bringing suit against a director.

Our certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our shareholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative

15

 
 

TABLE OF CONTENTS

litigation brought by shareholders on our behalf against a director. In addition, our certificate of incorporation and bylaws may provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.

We do not expect to pay dividends for the foreseeable future, and we may never pay dividends.

We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize certain returns on their investment.

The Company completed a private offering in February 2014 issuing Series A Convertible Preferred Stock paying dividends at 6% of the Stated Value per annum on a quarterly basis (see “Subsequent Events” in Note 1 to the Consolidated Financial Statements included in this prospectus).

Our stock may be thinly traded.

Our common stock has been thinly traded, meaning there has been a low volume of buyers and sellers of the shares. We went public without the typical initial public offering procedures which usually include a large selling group of broker-dealers who may provide market support after going public. Thus, we will be required to undertake efforts to develop market recognition and support for our shares of common stock in the public market. The price and trading volume of our registered common stock cannot be assured. The numbers of institutions or persons interested in purchasing our registered common stock at or near ask prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. Even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days, weeks or months when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

Although, we intend to apply for listing of our common stock and warrants on The NASDAQ Capital Market, no assurance can be given that our application will be approved. In order for our registered common stock to be eligible to trade on The NASDAQ Capital Market, we would need, among other things, a bid price of $4.00, $5 million in stockholders’ equity, and $15 million market value of publicly held shares. We currently do not meet the objective listing criteria for listing on that exchange and there can be no assurance as to when we will qualify for such exchanges or that we will ever qualify for such exchanges. We would also need to meet the corporate governance and independent director and audit committee standards of NASDAQ. We do satisfy such standards at this time.

A limited public trading market may cause volatility in the price of our common stock and warrants.

The quotation of our common stock on the OTCQB does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like us. Many institutional investors have investment policies which prohibit them from trading in stocks on the OTCQB Market. As a result, stocks traded on the OTCQB Market generally have limited trading volume and exhibit a wide spread between the bid/ask quotations than stock traded on national exchanges. Our common stock is thus subject to significant volatility. Sales of substantial amounts of common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock and our stock price may decline substantially in a short time and our stockholders could suffer losses or be unable to liquidate their holdings. In addition, there are large blocks of restricted stock that have met the holding requirements

16

 
 

TABLE OF CONTENTS

under Rule 144 that may be sold without restriction. Our stock is thinly traded due to the limited number of shares available for trading on the market thus causing large swings in price. In addition, there is no established trading market for the warrants being offered in this offering. Although we intend to apply for listing of our common stock and warrants on The NASDAQ Capital Market, no assurance can be given that our application will be approved, or that, if the application is approved, the price of our common stock will be less volatile, or that the price of the warrants will not be volatile.

We expect volatility in the price of our common stock and warrants, which may subject us to securities litigation.

If established, the market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future. In addition, there is no established trading market for the warrants being offered in this offering. Although, we intend to apply for listing of our common stock and warrants on The NASDAQ Capital Market, no assurance can be given that our application will be approved, or that, if the application is approved, the price of our common stock will be less volatile, or that the price of the warrants will not be volatile. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock and adversely affect the market price of our common stock.

As long as the trading price of our common stock is below $5.00 per share and we fail to list our common stock on a national securities exchange, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with net assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities.

Although we intend to conduct a reverse stock split to increase the price per share of our common stock such that it would not be subject to the “penny stock” rules, and we intend to apply to list our common stock and warrants on The NASDAQ Capital Market, no assurance can be given that we will be able to effect such reverse stock split or that the share price of our common stock will improve following the reverse stock split, or that our common stock will ever be listed on The NASDAQ Capital Market or any other exchange, such that our stock will no longer be subject to these rules.

A DTC “Chill” on the electronic clearing of trades in our securities in the future may affect the liquidity of our stock and our ability to raise capital.

Because our common stock is considered a “penny stock,” there is a risk that the Depository Trust Company (DTC) may place a “chill” on the electronic clearing of trades in our securities. This may lead some brokerage firms to be unwilling to accept certificates and/or electronic deposits of our stock and other securities and also some may not accept trades in our securities altogether. A future DTC chill would affect the liquidity of our securities and make it difficult to purchase or sell our securities in the open market. It may also have an adverse effect on our ability to raise capital because investors may be unable to easily resell our securities into the market. Our inability to raise capital on terms acceptable to us, if at all, could have a material and adverse effect on our business and operations.

17

 
 

TABLE OF CONTENTS

Shares eligible for future sale may adversely affect the market.

From time to time, certain shareholders may be eligible to sell some or all of their shares of common stock pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) subject to certain limitations. In general, pursuant to Rule 144 as in effect as of the date of this Form S-1 Registration Statement, a shareholder (or shareholders whose shares are aggregated) who has satisfied the applicable holding period and is not deemed to have been one of our affiliates at the time of sale, or at any time during the three months preceding a sale, may sell their shares of common stock. Any substantial sale, or cumulative sales, of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our securities.

We may not be able to achieve secondary trading of our stock in certain states because our common stock is not nationally traded.

Because our common stock is not listed for trading on a national securities exchange, our common stock is subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities law. This regulation covers any primary offering we might attempt and all secondary trading by our stockholders. If we fail to take appropriate steps to register our common stock or qualify for exemptions for our common stock in certain states or jurisdictions of the United States, the investors in those jurisdictions where we have not taken such steps may not be allowed to purchase our stock or those who presently hold our stock may not be able to resell their shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our stockholders. Although, we intend to apply for listing of our common stock and warrants on The NASDAQ Capital Market, no assurance can be given that our application will be approved.

Speculative nature of warrants.

The warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price of $    per share [125% of public offering price of the common stock], prior to five years from the date of issuance, after which date any unexercised warrants will expire and have no further value. Moreover, following this offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

A stockholder group holds a majority of our outstanding common stock and is able to effectively control our management and operations, and control by this group may create conflicts of interest.

A group consisting of Dr. Samuel Herschkowitz, Josh Kornberg (who is our Chief Executive Officer and Interim Chairman of the Board), SOK Partners, LLC and Atlantic Partners Alliance, currently owns more than 141 million shares of our outstanding common stock, representing approximately 57% of our voting power. As a result, this group controls the outcome of all matters requiring stockholder approval, including any future merger, consolidation or sale of all or substantially all of our assets. Further, this group indirectly controls our management through the power to elect and remove any members of the Board of Directors. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders. As a result, the return on your investment in our common stock through the market price of our common stock or ultimate sale of our business could be adversely affected. Further, conflicts of interest may arise with respect to the interpretation, continuation, renewal or enforcement of our agreements with the members of this group and their affiliates, including the agreements described under “Certain Relationships and Related Party Transactions.” The resolution of any such conflict in favor of any member of this group or any of their affiliates may materially harm our results of operations and the value of your shares of common stock.

18

 
 

TABLE OF CONTENTS

Our Board of Directors’ ability to issue undesignated preferred stock and the existence of anti-takeover provisions may depress the value of our common stock.

Our authorized capital includes 10 million shares of preferred stock. Of this amount, 20,550 shares have been designated as Series A Convertible Preferred Stock and the remaining authorized shares are undesignated preferred stock. Our Board of Directors has the power to issue any or all of the shares of undesignated preferred stock, including the authority to establish one or more series and to fix the powers, preferences, rights and limitations of such class or series, without seeking stockholder approval. Further, as a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law regarding “business combinations.” We may, in the future, consider adopting additional anti-takeover measures. The authority of our board to issue undesignated stock and the anti-takeover provisions of Delaware law, as well as any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of the company not approved by our Board of Directors. As a result, our stockholders may lose opportunities to dispose of their shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price, voting and other rights of the holders of common stock may also be affected.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future as we do further financings and transactions.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to shares of common stock and warrants to purchase up to an aggregate of shares of common stock offered in this offering at a public offering price of $    per share, and after deducting the underwriter’s discount and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $    per share. In addition, in the past, we issued preferred stock, convertible notes and warrants to acquire shares of common stock. To the extent these preferred stock or warrants are ultimately exercised or these convertible notes are ultimately converted, you will sustain further future dilution.

Risks Related to Our Reverse Stock Split

We intend to effect a reverse stock split of our outstanding common stock prior to this offering. However, the reverse stock split may not increase our stock price sufficiently and we may not be able to list our common stock and warrants on The NASDAQ Capital Market, in which case this offering may not be completed.

We expect that the reverse stock split of our outstanding common stock will increase the market price of our common stock so that we will be able to meet the minimum bid price requirement of the Listing Rules of The NASDAQ Capital Market. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our common stock following the reverse stock split will not increase sufficiently for us to be in compliance with the minimum bid price requirement. If we are unable meet the minimum bid price requirement, we may be unable to list our shares and warrants on The NASDAQ Capital Market, in which case this offering may not be completed.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of The NASDAQ Capital Market.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of The NASDAQ Capital Market, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of a reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain The NASDAQ Capital Market’s minimum bid price requirement. In addition to specific listing and maintenance standards,

19

 
 

TABLE OF CONTENTS

The NASDAQ Capital Market has broad discretionary authority over the initial and continued listing of securities, which it could exercise with respect to the listing of our common stock.

Even if the reverse stock split increases the market price of our common stock, there can be no assurance that we will be able to comply with other continued listing standards of The NASDAQ Capital Market.

Even if the market price of our common stock increases sufficiently so that we comply with the minimum bid price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock on The NASDAQ Capital Market. Our failure to meet these requirements may result in our common stock being delisted from The NASDAQ Capital Market, irrespective of our compliance with the minimum bid price requirement.

The reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Following the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

20

 
 

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this prospectus, other than statements of historical facts, that address future activities, events, or developments, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect,” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are in the section herein entitled “Risk Factors,” and in our previous SEC filings.

Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

21

 
 

TABLE OF CONTENTS

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the common stock and warrants offered pursuant to this prospectus will be approximately $     million, or approximately $     million if the underwriters exercise in full their option to purchase additional shares of common stock and additional warrants, and after deducting the underwriting discount and the estimated offering expenses that are payable by us.

We expect to use any proceeds received from this offering as follows:

• to build and maintain inventory for shorter sales lead times, retaining stock for sub-assembly repairs and to reserve units for immediate trial validations;
• construct tooling for producing tanks, manifold, nozzles and miscellaneous injection moldings to decrease product cost in both parts and labor;
• install a filling station, tanks, label registration and boxing to bring the cleaning solution in-house for a dramatic cost reduction;
• to support research and development including: obtaining our CE mark, developing an additional component to the STREAMWAY FMS, designing for evolutionary changes, covering audit and testing as required by government regulation;
• to expand sales and marketing both nationally and internationally;
• to assist with our operating and administrative expenses clearing past debt, and providing working capital until we are self-sufficient; and
• our management team will have significant discretion and flexibility in applying the net proceeds from this offering.

We anticipate that holders of our 12% convertible promissory notes will convert such notes in accordance with their terms, but in the event that these notes are not converted, we may use a portion of the proceeds to repay all or a portion of the $1,603,270 aggregate principal amount of notes outstanding. The convertible promissory notes were issued in July through September 2014 and mature on July 23, 2015.

We believe that our cash on hand at June 30, 2014, plus the net proceeds from this offering (assuming $10 million are sold in this offering) would be adequate to fund operations through the end of 2015. We estimate that our costs during this time will be approximately $15 million, which will be additionally offset by anticipated revenues. The costs consists of approximately $0.9 million for research and development, approximately $5.5 million dollars in cost of goods purchased, approximately $4.3 million in sales and marketing and approximately $4.3 million in general and administrative costs.

Pending any use as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities.

22

 
 

TABLE OF CONTENTS

PRICE RANGE OF COMMON STOCK

Our common stock is not listed on any stock exchange. Our common stock has been quoted by the OTCQB under the symbol “SKLN.QB.” Prior to August 2012, it was quoted by the OTC Bulletin Board. The following table sets forth the high and low bid information for our common stock for each quarter within our last two fiscal years as reported by the OTCQB or the OTC Bulletin Board, as applicable. The bid prices reflect inter-dealer quotations, do not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions. In addition, these prices do not reflect the expected reverse stock split that we intend to effect in connection with this offering. Prior to this offering, there was no trading market for the warrants.

   
  High   Low
2014
                  
Quarter ending September 30, 2014 (through September 17, 2014)   $ 0.24     $ 0.11  
Quarter ending June 30, 2014   $ 0.19     $ 0.106  
Quarter ended March 31, 2014   $ 0.29     $ 0.175  
2013
                  
Quarter ended December 31, 2013   $ 0.35     $ 0.20  
Quarter ended September 30, 2013   $ 0.47     $ 0.13  
Quarter ended June 30, 2013   $ 0.28     $ 0.12  
Quarter ended March 31, 2013   $ 0.14     $ 0.05  
2012
                  
Quarter ended December 31, 2012   $ 0.14     $ 0.07  
Quarter ended September 30, 2012   $ 0.12     $ 0.05  
Quarter ended June 30, 2012   $ 0.10     $ 0.03  
Quarter ended March 31, 2012   $ 0.33     $ 0.05  

As of September 17, 2014 the closing price for shares of our common stock was $0.1199 per share on the OTCQB. We intend to make an application to list the common stock and the warrants on The NASDAQ Capital Market under the symbols “SKLN” and “SKLNW,” respectively.

Holders

As of September 17, 2014, there were approximately 162 stockholders of record of our common stock.

23

 
 

TABLE OF CONTENTS

DIVIDEND POLICY

We follow a policy of retaining earnings, if any, to finance the expansion of our business. We have not paid, and, except as set forth below, do not expect to declare or pay, cash dividends in the foreseeable future.

In February 2014, the company completed a private placement of Series A Convertible Preferred Stock on which the Company shall pay a 6% quarterly dividend on the stated value per annum commencing on the first day of each quarter. The dividends shall be payable quarterly in cash or in shares of common stock (calculated at the then applicable conversion price per share) and shall be payable on the day at the end of each dividend period (each such day being hereinafter called a “Dividend Payment Date”). No other dividends shall be paid on shares of preferred stock; and the Company shall pay no dividends (other than dividends in the form of common stock) on shares of the common stock unless it simultaneously complies with the previous sentence. Dividends shall be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable record date, which shall be the tenth (10th) day preceding the applicable Dividend Payment Date, or such other date designated by the Board of Directors or an officer of the Company duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date.

24

 
 

TABLE OF CONTENTS

DILUTION

If you invest in our securities, your interest will be immediately and substantially diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after giving effect to this offering.

Our net tangible book value per share as of June 30, 2014 was $(3,352,949) or $(0.02) per share of common stock. Our pro forma net tangible book value per share as of June 30, 2014 was $    , or $    , per share of common stock after giving effect to: (i) the issuance of common stock, convertible notes and warrants from July 1, 2014 through and immediately prior to the date of this offering, (ii) the conversion of approximately $1,603,000 in aggregate principal amount of convertible promissory notes, together with all interest accrued and unpaid thereon through the date of conversion into 36,047,701 shares of our common stock, (iii) the conversion of our outstanding shares of Series A Preferred Stock into 15,807,692 shares of our common stock; and the exercise of warrants into 26,431,021 shares of our common stock.

After giving effect to (i) the sale of the      shares and warrants to acquire      shares in this offering at the assumed public offering price of $    per share (the closing price on         , 2014) and $0.01 per warrant, (ii) after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at June 30, 2014 would have been approximately $    , or $0.   per share. This represents an immediate increase in pro forma net tangible book value of approximately $     per share to our existing stockholders, and an immediate dilution of $     per share to investors purchasing securities in the offering.

Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering.

The following table illustrates the per share dilution to investors purchasing shares in the offering:

   
Assumed public offering price per share            $       
Pro forma net tangible book value per share as of June 30, 2014   $                
Increase in net tangible book value per share attributable to this offering   $           
Pro forma as adjusted net tangible book value per share after this offering            $  
Amount of dilution in net tangible book value per share to new investors in this offering            $  

The information above assumes that the underwriters do not exercise their over-allotment option. If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value will increase to $    per share, representing an immediate increase to existing stockholders of $    per share and an immediate dilution of $    per share to new investors. If any shares are issued upon exercise of outstanding options, warrants, or convertible notes, new investors will experience further dilution.

25

 
 

TABLE OF CONTENTS

CAPITALIZATION

The following table sets forth our capitalization, as of June 30, 2014:

• on an actual basis;
• on a pro forma basis to give effect to (i) the issuance of common stock, convertible notes and warrants from July 1, 2014 through and immediately prior to the date of this offering, and (ii) the assumed conversion of $1,603,270 in aggregate principal amount of convertible promissory notes, together with all interest accrued and unpaid thereon through the date of conversion, and of 20,550 shares of Series A Convertible Preferred Stock into an aggregate 15,807,692 shares of our common stock and warrants to purchase 20,423,077 shares of our common stock with the same terms as the warrants offered in this offering upon completion of this offering.
• on a pro forma as adjusted basis to give effect to the events described above and the sale of the securities in this offering after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, and the use of the net proceeds therefrom.

You should consider this table in conjunction with our financial statements and the notes to those financial statements included elsewhere in this prospectus.

     
  As of June 30, 2014
     Actual   Pro Forma   Pro Forma
As Adjusted
Short-term note payable(1)   $ 81,124     $ —     $ —  
Total Liabilities     4,196,415       4,120,291       3,871,067  
Stockholders’ Deficit:
                           
Series A Convertible Preferred Stock, $0.01 par value, $100 Stated Value, 40,000 authorized, 20,550 outstanding     206       —       —  
Common Stock, $0.01 par value, 800,000,000 authorized, 223,834,099 outstanding     2,228,700       3,015,800       4,682,466  
Additional paid-in capital     26,647,135       27,915,035       40,965,673  
Deficit accumulated during the development stage     (32,099,683 )      (28,216,615 )      (39,846,434 ) 
Total Stockholders’ Deficit     (3,223,642 )      (1,672,518 )      5,801,706  
Total Capitalization   $ —     $ —     $ 10,000,000  

Notes:

(1) The amount represents the short-term debt as described in “Note 8 — Related Party Transactions” to our Financial Statements at and for the six months ended June 30, 2014.

26

 
 

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Special Note Regarding Forward-Looking Statements”, “Business”, and “Risk Factors” sections in this prospectus.

Recent Developments

The paragraphs below in this section update the disclosures under “Management’s Discussion and Analysis of Financial Condition and Resulting Operations” for the six-month periods ended June 30, 2014 and 2013 and the years ended December 31, 2013 and 2012. The subsequent sections beginning with “Overview” are as originally filed in content with some minor changes in paragraph placement for easier comparison, except that we have also revised these sections to reflect the extension of the due date of certain indebtedness as described in the next paragraph.

Our cash balance was approximately $40,000 as of June 30, 2014. Our current operating expenses are approximately $250,000 per month. In the ensuing quarter the Company raised $1,475,000 in cash through a convertible note private placement.

As of June 30, 2014 the Company is not in default with respect to any debt. We expect that we will require additional funding to finance operating expenses and to enter the international marketplace. We will attempt to raise these funds through equity or debt financing, alternative offerings or other means. If we are successful in securing adequate funding we plan to make significant capital or equipment investments, and we will also continue to make human resource additions over the next 12 months.

Overview

We were incorporated in Minnesota in April 2002 under the name BioDrain Medical, Inc. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. We are a development stage company manufacturing an environmentally conscientious system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. Since our inception in 2002, we have invested significant resources into product development. We believe that our success depends upon converting the traditional process of collecting and disposing of infectious fluids from the operating rooms of medical facilities to our wall-mounted Fluid Management System (“FMS”) and use of our proprietary cleaning fluid and filter kit.

We currently have six regional sales managers to sell the STREAMWAY FMS. In the first quarter of 2014 we signed a contract with an independent distributor covering New York and surrounding areas.

Since inception, we have been unprofitable. We incurred net losses of approximately $1.7 million and $1.2 million for the three months ended June 30, 2014 and 2013, respectively. We incurred net losses of approximately $3.4 million and $3.3 million for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, we had an accumulated deficit of approximately $32.0 million. We received approval from the FDA in April 2009 to commence sales and marketing activities of the STREAMWAY FMS and shipped the first system in 2009. However, there was no significant revenue prior to 2011, primarily due to lack of funds to build and ship the product. We sold five original STREAMWAY FMS units in 2011, and another twenty-nine original units to date.

In the first quarter of 2014, the Company commenced sales of an updated version of the STREAMWAY FMS, which provides a number of enhancements to the existing product line including a more intuitive and easier to navigate control screen, data storage capabilities, and additional inlet ports on the filters, among other improvements. This updated version utilizes improved technology, including the capability for continuous flow and continuous suctioning, as covered by our provisional patent application filed in 2013 and our

27

 
 

TABLE OF CONTENTS

non-provisional patent application filed in January 2014. The Company sold another eight units through April 30, 2014, and another eight units shipped and sold by May 16, 2014. The Company has trials and demonstrations set for 5 major hospital systems and teaching hospitals throughout May 2014. We have purchase orders for approximately 36 STREAMWAY units that will be installed in hospitals and surgical centers over the next 12 months beginning in May 2014.

We expect the revenue for STREAMWAY FMS units to increase significantly at such time as the hospitals approve the use of the units for their applications based on trial basis units and place orders for billable units. Trial basis units are either installed in or hung on the hospital room wall. The unit is connected to the hospital plumbing and sewer systems, as well as, the hospital vacuum system. The unit remains on the customer site for 2 – 4 weeks, as contracted, at no cost to the customer. However, the customer does purchase the disposable kits necessary to effectively operate the units. Once the trial period has expired the unit is either returned to the Company or purchased by the customer. If purchased, at that time, the Company invoices the customer based upon a contracted price negotiated prior to the trial.

We have never generated sufficient revenues to fund our capital requirements. We have funded our operations through a variety of debt and equity instruments. See “Liquidity and Capital Resources —  Historical Financing” below. Our future cash requirements and the adequacy of available funds depend on our ability to sell our products. See “Plan of Financing; Going Concern Qualification” below.

As a company still in development, our limited history of operations makes prediction of future operating results difficult. We believe that period to period comparisons of our operating results should not be relied on as predictive of our future results.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2014 with Three and Six Months Ended June 30, 2013

Revenue.  The Company recognized $318,000 of revenue in the three months ended June 30, 2014 compared to $151,000 in revenue in the three months ended June 30, 2013. The Company recognized $389,000 in revenue in the six months ended June 30, 2014 compared to $279,000 in revenue in the six months ended June 30, 2013. The revenue in the first six months of 2014 included the sale of 20 STREAMWAY units. Three STREAMWAY units were sold under the Company’s pay per procedure plan whereby hardware revenue is recognized on a per procedure basis. In essence, the Company adds a premium charge on top of the cleaning solution per bottle price representing an amortized amount of the STREAMWAY FMS unit over an agreed upon period between the customer and Skyline.

Cost of sales.  Cost of sales in the three months ended June 30, 2014 was $98,000 and $67,000 in the three months ended June 30, 2013. Cost of sales in the six months ended June 30, 2014 was $129,000 and $109,000 in the six months ended June 30, 2013. The gross profit margin was approximately 67% in the six months ended June 30, 2014 compared to 61% for the six months ended June 30, 2013. Our margins still vary as our initial production of the STREAMWAY FMS has been released for sale. We expect our margins to increase over the remainder of the year as our manufacturing production becomes more consistent, and as increased sales allow us to achieve volume purchasing discounts on both equipment components and our cleaning solution. Over the next several quarters, we expect increases in revenues to exceed increases in costs related to increasing manufacturing and sales capabilities.

General and Administrative expense.  General and administrative expense primarily consists of management salaries, professional fees, consulting fees, travel expense, administrative fees and general office expenses.

General and Administrative (G&A) expenses increased by $442,000 for the three months ended June 30, 2014 compared to the 2013 period. G&A decreased by $202,000 for the six months ended June 30, 2014 compared to the 2013 period. The increase for the three month period was primarily due to settling with Marshall Ryan thereby incurring an additional expense of $500,000 payable over the next six months, increases in recruiting fees of $60,000 for hiring our sales team in 2014, increases in our corporate insurance of $15,000 for additional coverage and salary increases by $20,000 due to hiring a controller and increasing administrative assistant salaries over 2013. Otherwise there were reductions in our investor relation fees by $49,000 concentrating on a more specified area of the market and reducing our consulting fees by $68,000

28

 
 

TABLE OF CONTENTS

that were primarily for fund raising assistance in 2013. The decrease in the six month period, above the settlement expense, was primarily due to stock based and investor stock compensation reductions of $1,069,000 resulting from fewer private placements in 2014. Other increases were for salaries of $107,000 as a result of hiring a controller and company-wide raises, legal fees of $74,000, recruiting fees of $60,000 and fund raising consulting fees of $210,000.

Operations expense.  Operations expense primarily consists of expenses related to product development and prototyping and testing in the company’s current stage.

Operations expense increased by $87,000 for the three months ended June 30, 2014 compared to the 2013 period. Operations increased by $147,000 for the six months ended June 30, 2014 compared to the 2013 period. The three and six month increases are comprised of consulting of $28,000 and $37,000 due to hiring a quality control contractor and additional engineers, shipping and postage of $12,000 and $20,000 for expedited orders that were in backorder and for $56,000 and $116,000 in research and development costs.

Sales and Marketing expense.  Sales and marketing expense consists of expenses required to sell products through independent reps, attendance at trades shows, product literature and other sales and marketing activities.

Sales and marketing expenses increased by $211,000 for the three months ended June 30, 2014 compared to the 2013 period. Sales and marketing increased by $329,000 for the six months ended June 30, 2014 compared to the 2013 period. The three and six month increases are comprised of salaries of $137,000 and $216,000 due to hiring four additional regional sales managers, commissions of $12,000 for both periods as system sales began in the second quarter, a $24,000 increase over both periods in employee benefits resulting from the increased hires, increases in travel expense of $25,000 and $38,000 relating to new hires, a $15,000 increase in marketing expenses initiated in the second quarter, a $6,000 increase in web development in the second quarter and increased trade show expenses as the Company participated in national shows resulting in a rise of $33,000 and $40,000, respectively. There was some offset by reduced public relations expenses of $40,000 and $50,000, respectively.

Interest expense.  Interest dropped significantly in the three months and six months ended June 30, 2014 compared to the three and six months ended June 30, 2013. There was a decrease of $112,000 in interest expense in the three-month period and $189,000 in the six month period. The lower interest is due to the elimination of convertible notes and all but one settlement agreement less the addition of original issue discounts to SOK Partners for our bridge loan.

The (Gain)/Loss on revaluation of equity-linked financial instruments reflected a gain of $0 in the three months ended June 30, 2014 compared to a gain of $69,000 in the three months ended June 30, 2013. The reflected gain is $11,000 in the six months ended June 30, 2014 compared to a gain of $89,000 in the six months ended June 30, 2013. The increased gain in the current periods resulted from warrants moving closer to expiration; there is only one warrant remaining to the equity-linked financial instruments.

Comparison of Year Ended December 31, 2013 with Year Ended December 31, 2012

Revenue.  We recorded revenue of $468,000 in 2013, compared to $188,000 in 2012. Revenue in 2013 included the sale of 21 STREAMWAY units and disposable supplies to operate the STREAMWAY FMS. The revenue in 2012 included the sale of seven STREAMWAY units and disposable supplies to operate the STREAMWAY FMS. The Company is no longer installing the original STREAMWAY FMS in hospitals for evaluation purposes, but will place our enhanced STREAMWAY FMS in hospitals for evaluation in the first quarter of 2014. Additionally, the Company has purchase orders for approximately 50 enhanced STREAMWAY FMS units that we anticipate installing over the next 12 months beginning at the end of February. The Company decision to cease production of the original STREAMWAY FMS in June 2013 enabled us to concentrate efforts toward putting the enhanced STREAMWAY FMS into full production that is expected to lead to stronger sales in 2014.

Cost of sales.  Cost of sales was $189,000 in 2013 compared to $128,000 in 2012. The gross profit margin was 59% in 2013 and 32% in 2012. As our revenue has increased and we honed in on parts for the enhanced STREAMWAY FMS we were better able to maximize our margins through advanced purchasing at

29

 
 

TABLE OF CONTENTS

larger volumes. The Company also developed ways to reduce cost through tooling parts and purchasing different components that improved the STREAMWAY FMS while costing less.

General and Administrative expense.  General and administrative (G&A) expense primarily consists of management salaries, professional fees, consulting fees, travel expense, administrative fees and general office expenses.

G&A expense increased to $7,530,000, for 2013 from $6,286,000 in 2012. The $1,244,000 increase in G&A expenses for 2013, compared to 2012, is primarily due to an increase in salaries of $306,000 as a result of additional hiring and full year compensation for the officers; an increase in legal expenses of $429,000 incurred for private placement funding, registration filings, renaming, reincorporating and merging the Company; investor relations expenses of $353,000 for fees to placement agents, data room costs for investors to conduct research and expenses related to a possible listing on the NASDAQ or the New York Stock Exchange, and, $402,500 for bonuses predominantly in the form of stock options. There were offsets for reductions to accounting fees and consulting expenses.

Operations expense.  Operations expense primarily consists of expenses related to product development and prototyping and testing in the Company’s current stage.

Operations expense increased to $1,097,000 in 2013 compared to $761,000 in 2012. The $336,000 increase in operations expense in 2013 is primarily due to increases of $145,000 in salaries as a result of additional hiring and full year compensation for the COO and $220,000 in research and development from a concentrated effort extended toward rolling out the enhanced STREAMWAY FMS. These increases were partially offset by certain expense reductions, including a reduction of $116,000 in consulting expense.

Sales and marketing expense.  Sales and marketing expense consists of expenses required to sell products through independent reps, attendance at trades shows, product literature and other sales and marketing activities.

Sales and marketing expenses increased to $579,000 in 2013 compared to $173,000 in 2012. The $406,000 increase is a result of a $68,000 increase in salaries due to hiring a senior sales executive and a direct salesperson; a $132,000 increase in public relations after contracting a firm to assist the Company in bringing essential news to the public sector; a $68,000 increase in commissions; and, a $20,000 increase in web development.

Interest expense.  Interest expense increased to $637,000 in 2013 compared to $259,000 in 2012. The $377,000 was a result of financing efforts through private placements that were funded through convertible notes. All of the convertible notes were converted in 2013 resulting in interest expense paid through common stock shares.

Loss (gain) on valuation of equity-linked financial instruments.  The Company realized a gain of $158,000 on valuation of equity-linked financial instruments in 2013 compared to a loss of $3,100 in 2012. The gain resulted from older warrants expiring.

Liquidity and Capital Resources

Cash Flows for the Six Months Ended June 30, 2014 and 2013

Net cash used in operating activities was $1,947,000 for the six months ended June 30, 2014 compared with net cash used of $2,123,000 for the 2013 period. The $153,000 decrease in cash used in operating activities was due to increases in accounts payables as vendors increased terms for the past quarter, increases in accrued liabilities as payroll liabilities were increased; this was offset by a further increases in inventories as more systems were in production.

Cash flows used in investing activities was $87,000 for the six months ended June 30, 2014 and $58,000 dollars for the six months ended June 30, 2013. As we have grown our fixed asset acquisitions have increased as well. We have purchased furniture, computers, software and have incurred leasehold improvements.

Net cash provided by financing activities was $1,973,000 for the six months ended June 30, 2014 compared to net cash provided of $2,305,000 for the six months ended June 30, 2013. The provision in 2014

30

 
 

TABLE OF CONTENTS

was primarily the result of completing a private placement of Series A Convertible Preferred Stock resulting in gross proceeds of $2,055,000 to the Company. See Note 3 to the Financial Statements. In 2013, there were private placements comprising the amount above.

Cash Flows for the Year Ended December 31, 2013 and 2012

Net cash used in operating activities was $3,855,000 for 2013, compared with net cash used of $1,184,000 for 2012. The $2,671,000 increase in cash used in operating activities was largely due to an increase consisting of contracted bonuses for 2013, short term amounts for long term liabilities resulting from settlements of old notes, an increase of $36,000 for prepaid expenses and other assets, an increase in research and development of $220,000 and an increase of $68,000 in accounts receivable. There was also $79,000 in payroll liabilities.

Cash flows used in investing activities was $216,000 for 2013 and zero in 2012. As we have grown our fixed asset acquisitions have increased as well. We have purchased furniture, computers, software and have incurred leasehold improvements.

Net cash provided by financing activities was $4,160,000 for 2013 compared to net cash provided of $1,074,000 for 2012. The increase in 2013 was primarily the result of proceeds of private placements of common stock of $1,000,000, warrant exercises of $1,337,000 and proceeds of $1,823,000 of convertible debt. All then outstanding convertible notes were converted in 2013.

Capital Resources

We had a cash balance of $40,000 as of June 30, 2014. Since our inception, we have incurred significant losses. As of June 30, 2014, we had an accumulated deficit of approximately $32,050,000.

From inception to June 30, 2014, our operations have been funded through a bank loan and private convertible debt of approximately $4,060,000 and equity investments totaling approximately $9,104,000. See “Historical Financing” below.

In the first quarter of 2014, we raised $2,055,000 in gross proceeds excluding offering expenses from a private placement of Series A Convertible Preferred Stock.

Plan of Financing; Going Concern Qualification

We have not achieved profitability and anticipate that we will continue to incur net losses for the foreseeable future. We expect that our operations, sales and marketing, and general and administrative expenses will increase, and as a result we will need to generate significant revenue to achieve profitability.

We are currently incurring operating expenses of approximately $350,000 per month. Although we are attempting to curtail our expenses, there is no guarantee that we will be able to reduce these expenses significantly, and expenses for some periods may be higher as we prepare our product for broader sales, increase our sales efforts and maintain adequate inventories. Further, we have approximately $3,500,000 in debts, liabilities and cash obligations that predominantly become due in calendar 2014.

In February 2014, we raised $2.0 million in gross proceeds from our private placement of convertible preferred stock and warrants. In July and August 2014, sold convertible notes and warrants for an aggregate purchase price of over $0.9 million. We may enter into purchase agreements for further sales of convertible notes and warrants. See “Historical Financing” below.

We expect that we will need further equity financing to maintain our operations, including further sales of convertible notes and warrants and possibly other financing. If such financing is available, it may be highly dilutive to our existing shareholders and may otherwise include burdensome or onerous terms. Our inability to raise additional working capital at all or to raise it in a timely manner would negatively impact our ability to fund our operations, to generate revenues, and to otherwise execute our business plan, leading to the reduction or suspension of our operations and ultimately forcing us to declare bankruptcy, reorganize or to go out of business. Should this occur, the value of any investment in our securities could be adversely affected, and an investor would likely lose all or a significant portion of their investment. These factors raise substantial doubt about our ability to continue as a going concern.

31

 
 

TABLE OF CONTENTS

Our current operating cash balance, subsequent to the July 2014 convertible bridge first tranche, is approximately $75,000. The funds were predominantly used for operating expenses and purchasing. The Company received $875,000 in additional funding in a second tranche. Based on our current operating plan we believe that we have sufficient cash, cash equivalents and short-term investment balances to last approximately through November 30, 2014 after which additional financing will be needed to continue to satisfy our obligations. While holders of our warrants could exercise and provide cash to us during that time frame, we are not depending on that in our fundraising efforts. We commenced sales of our enhanced STREAMWAY FMS in the first quarter of 2014. Sales of this product are expected to provide additional operating revenues and cash balances that could reduce the need for additional fundraising; however, cash collections for product sales are not immediate, which may result in a delay in positive operating cash flow over the next several quarters.

As a result of the above factors, our independent registered public accountant firm has indicated in their audit opinion, contained herein, that they have serious doubts about our ability to continue as a going concern. The financial statements included herein have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Historical Financing

We have funded our operations through a combination of debt and equity instruments. We funded our early operations through a bank loan of $41,400, an equity investment of $68,000 from the Wisconsin Rural Enterprise Fund (“WREF”) and $30,000 in early equity investment from several individuals. WREF had also previously held debt in the form of three loans of $18,000, $12,500 and $25,000. In December 2006, WREF converted two of the loans totaling $37,500 into 43,000 shares of our common stock. In August 2006, we secured a $10,000 convertible loan from one of our vendors. In February 2007, we obtained $4,000 in officer and director loans and in March 2007, we arranged a $100,000 convertible note from two private investors. In July 2007, we obtained a convertible bridge loan of $170,000. In June 2008, we paid off the remaining $18,000 loan from WREF and raised approximately $1.6 million through a private common stock offering completed in October 2008. The $170,000 convertible bridge loan and the $4,000 in officer and director loans were converted into shares of our common stock in October 2009. During 2009, we raised an additional $725,000 in a private placement of stock units and/or convertible debt, with each stock or debt unit consisting of, or converting into, respectively, one share of our common stock, and a warrant to purchase one share of our common stock at $0.65 per share.

In 2010, we raised approximately $229,000 in equity and $605,000 in convertible debt.

In 2011, we raised $1,386,000 in equity and $525,000 in convertible debt, including the convertible debt investment by Dr. Sam Herschkowitz described under, “Certain Relationships and Related Party Transactions.”

In 2012, the Company raised $696,000 in equity and $529,000 in convertible debt, and $818,000 of debt was converted into equity. This convertible debt included advances on a convertible promissory note from SOK Partners, LLC, and an investment fund affiliated with one of our directors, for approximately $357,000. See, “Certain Relationships and Related Party Transactions.” On November 6, 2012, we entered into additional note purchase agreements with Dr. Samuel Herschkowitz, pursuant to which on the same date, we issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. Pursuant to the note purchase agreements, we issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The convertible notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this financing were used to pay off approximately $155,000 in principal amount of secured indebtedness.

The Company also raised an additional $300,000 from the sale of convertible notes in January 2013. Also, in January and March 2013, the Company raised an additional $500,000 from a second private sale of equity securities. In addition, in March 2013, the Company completed a further private sale of common stock

32

 
 

TABLE OF CONTENTS

for an aggregate purchase price of $500,000. See Note 2 to the Financial Statements included in this prospectus. In June 2013, the Company raised an additional $1,000,000 from the sale of convertible notes. See Note 3 to the Financial Statements included in this prospectus. In the third quarter we also borrowed the remaining $243,000 principal amount of our convertible note payable to SOK Partners, LLC. During the third quarter of 2013, the holders of convertible notes, including Dr. Samuel Herschkowitz and SOK Partners, LLC, converted $1,506,000 of outstanding debt, including principal and interest, into equity. The Company converted the promissory notes totaling $314,484 and $680,444, respectively, including principal and interest, on September 11, 2013 for 22,463,172 and 48,603,159 shares, respectively, at $0.014 per share. Also during the third quarter of 2013, we raised approximately $1,044,000 through the cash exercise of warrants by investors who were offered a reduction in the exercise price in connection with the exercise. In December 2013 the Company raised $280,000 in the form of a short term non-convertible note with 10% interest based on a 365 day year from SOK Partners, LLC. In January 2014 an additional $20,000 was raised and added to the original note to SOK Partners, LLC. Josh Kornberg the CEO, is a 50% managing partner in SOK Partners, LLC.

2014 Sales of Preferred Stock and Warrants.

On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the “Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the Closing Date. If the Common Stock is not listed on The NASDAQ Capital Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 4,615,385 shares to the Purchasers in connection with this provision.

The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission (“SEC”) within 132 days of the Closing Date (as extended by subsequent consent of the Purchasers), and to use commercially reasonable efforts to have the registration statement declared effective within 147 days if there is no review by the SEC, and within 192 days in the event of such review.

The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or

33

 
 

TABLE OF CONTENTS

winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.

The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.325 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY FMS units, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.

As of July 23, 2014, in connection with the offering of convertible notes and warrants described below, the Company and the holders of at least the minimum number of Preferred Shares required to (i) waive certain covenants under the Securities Purchase Agreement for the Preferred Shares, dated February 4, 2014 (the “Preferred Stock SPA”), and (ii) consent to the automatic conversion of all outstanding Preferred Shares pursuant to Section 6(d) of the Certificate of Designation, filed January 27, 2014, setting forth the preferences, rights and limitations of the Preferred Shares (the “Certificate of Designation”), agreed to the following:

• a waiver of the Company’s obligation under Section 6.12 of the Preferred Stock SPA to not enter into any contract, transaction or arrangement or issue any security or instrument that provides for forward pricing of shares of Common Stock (the “Forward Pricing Transaction Restriction”) with respect to the offering of convertible notes and, following a Qualified Public Offering (as defined below), a waiver of the Forward Pricing Transaction Restriction for any subsequent offering of securities by the Company;
• a consent to the inclusion of the registration of the Additional Shares (as defined below) on a registration statement or registration statements of the Company to be filed under the Securities Act of 1933, as amended, pursuant to Section 10 of the Preferred Stock SPA (the “Registration Statement”), covering the “Registrable Securities” as defined under the Preferred Stock SPA (the “Preferred Stockholders Registrable Securities”);
• a consent to further extend the Filing Deadline and the Effectiveness Deadline (each as defined in the Certificate of Designation) pursuant to Section 10.1 of the Preferred Stock SPA such that the deadlines for the filing and effectiveness of the Registration Statement shall be the same as the applicable deadlines for the Convertible Notes Offering;
• an agreement by the Preferred Stockholders to a 90-day lock-up beginning from the date of closing of an underwritten public offering of the Common Stock with gross offering proceeds of at least $6.0 million and the concurrent listing of the Common Stock on a national securities exchange (a “Qualified Public Offering”) (the “Purchaser Lock-Up”); and
• a consent to automatically convert all outstanding Preferred Shares upon a Qualified Public Offering pursuant to the Certificate of Designation as described further below.

In consideration of the waiver and consents provided by the Preferred Stockholders, the Company agreed:

• to issue additional shares of Common Stock to the Preferred Stockholders (the “Additional Shares”) (A) automatically upon the closing of a Qualified Public Offering, to the extent that (i) the Qualified Public Offering closes within six (6) months of the first closing of the Convertible Notes Offering (“Qualified Public Offering Deadline”) and (ii) 70% of the public offering price per share of the Common Stock in the Qualified Public Offering (the “QPO Discount Price”) is less than the Conversion Price floor contained in Section 7(e)(i) of the Certificate of Designation (the “Conversion Price Floor”), or (B) if a Qualified Public Offering has not been consummated by the Qualified Public Offering Deadline, upon the Preferred Stockholders’ conversion of their shares of

34

 
 

TABLE OF CONTENTS

Preferred Stock to the extent that 70% of the volume weighted average price of the Common Stock on the principal Trading Market (as defined in the Certificate of Designation) of the Common Stock during the ten Trading Days (as defined in the Certificate of Designation) immediately preceding the Qualified Public Offering Deadline (the “Non-QPO Discount Price”) is less than the Conversion Price Floor;
• to provide the Preferred Stockholders with the right to participate in the Affiliate Convertible Notes Offering (as defined below) pro rata up to an aggregate of $500,000 based on their respective interests in the Preferred Shares;
• to provide the Preferred Stockholders with the right to participate in the Affiliate Convertible Notes Offering pro rata up to an aggregate of $500,000 based on their respective interests in the Preferred Shares; and
• to pay reasonable attorneys’ fees and expenses of the Preferred Stockholders in connection with certain transactions as described further in the waiver and consent of, and notice to, holders of Preferred Shares.

2014 Sales of Convertible Notes and Warrants.

Securities Purchase Agreements

On July 23, 2014, the Company entered into a Securities Purchase Agreement (the “Investor Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $610,978 (the “Investor Note”), which Investor Note shall be convertible into a certain amount of shares (the “Investor Conversion Shares”) of Common Stock, in accordance with the terms of the Investor Note, and (ii) a warrant (the “Investor Warrant”) to initially acquire up to 2,036,593 additional shares of Common Stock (the “Investor Warrant Shares”, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the “Investor Securities”) for an aggregate purchase price of $500,000 (an approximately 22.2% original issue discount) (the “Investor Convertible Notes Offering”).

On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $122,195.60 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”).

The SOK Note, the SOK Warrant, the SOK Securities Purchase Agreement and the SOK Registration Rights Agreement contain terms and conditions substantially identical to that of the Investor Note, the Investor Warrant, the Investor Securities Purchase Agreement and the Investor Registration Rights Agreement (as defined below), respectively, which are described in greater detail below.

In addition to the Investor Convertible Notes Offering and the SOK Convertible Notes Offering, on July 31, 2014, August 8, 2014, August 12, 2014, September 4, 2014 and September 5, 2014, the Company entered into Securities Purchase Agreements (collectively, the “Affiliate Securities Purchase Agreements”) with certain affiliates of the Company and certain persons with whom the Company has a pre-existing relationship (the “Affiliates”) pursuant to which the Company agreed to issue and sell (i) senior convertible notes, in an original aggregate principal amount of $1,069,211.50 (the “Affiliate Notes”), which Affiliate Notes shall be convertible into a certain amount of shares (the “Affiliate Conversion Shares”) of the Company’s Common Stock in accordance with the terms of the Affiliate Notes, and (ii) warrants (the “Affiliate Warrants”) to initially acquire up to 3,564,033 additional shares of Common Stock (the “Affiliate Warrant Shares”, and collectively with the Affiliate Notes, the Affiliate Warrants and the Affiliate Conversion Shares, the “Affiliate Securities”) for an aggregate purchase price of $875,000 (with the same original issue discount as specified for the Investor Note and SOK Note) (the “Affiliate Convertible Notes Offering”).

35

 
 

TABLE OF CONTENTS

Except for the maturity date of the Affiliate Notes and the expiration date of the Affiliate Warrants, the Affiliate Notes, the Affiliate Warrants, the Affiliate Securities Purchase Agreements and the registration rights agreement(s) to be entered into between the Company and the Affiliates, relating to the Affiliate Conversion Shares and Affiliate Warrant Shares, will have terms and conditions identical to that of the Investor Note, the Investor Warrant, the Investor Securities Purchase Agreement and the Investor Registration Rights Agreement (as defined below), respectively, which are described in greater detail below.

The Investor Security Purchase Agreement and the SOK Security Purchase Agreement are collectively referred to herein as the “Security Purchase Agreements.” The Investor Note and the SOK Note are collectively referred to herein as the “Notes.” The Investor Warrant and the SOK Warrant are collectively referred to herein as the “Warrants.” The Investor Securities and the SOK Securities are collectively referred to herein as the “Securities.” The Investor Convertible Notes Offering, the SOK Convertible Notes Offering, and the Affiliate Convertible Notes Offering are collectively referred to herein as the “Convertible Notes Offering.” The Investor Conversion Shares, SOK Conversion Shares, Affiliate Conversion Shares, Investor Warrant Shares, SOK Warrant Shares, and Affiliate Warrant Shares are collectively referred to herein as the “Additional Shares.” There is no guarantee that the Company will consummate the Affiliate Convertible Notes Offering as described or that such Affiliate Convertible Notes Offering will occur at all as described below.

Convertible Notes

The Notes mature on July 23, 2015 (subject to extension as provided in the Notes) and, in addition to the approximately 22.2% original issue discount, accrues interest at a rate of 12.0% per annum. The Investor and SOK have no voting rights as the holders of the Notes. Upon conversion of the Notes, the holders are entitled to receive such dividends paid and distributions made to the holders of Common Stock from and after the initial issuance date of the Notes to the same extent as if the holders had effected such conversion and had held such shares of Common Stock on the record date for such dividends and distributions.

With respect to the Investor Note, $67,500 of the outstanding original principal amount of the Investor Note (together with any accrued and unpaid interest with respect to such portion of the principal amount and accrued and unpaid late charges with respect to such portion of the principal amount and such interest) will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement covering the resale by the Investor of shares of the Common Stock issued or issuable upon conversion of the Investor Note with the SEC, and such registration statement has been declared effective by the SEC on or prior to 120th calendar day after the closing date of the Investor Convertible Notes Offering, and (ii) no event of default, or an event that with the passage of time or giving of notice would constitute an event of default, has occurred on or prior to such date.

With respect to the SOK Note, $13,500 of the outstanding original principal amount of the SOK Note (together with any accrued and unpaid interest with respect to such portion of the principal amount and accrued and unpaid late charges with respect to such portion of the principal amount and such interest) will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement covering the resale by SOK of shares of the Common Stock issued or issuable upon conversion of the SOK Note with the SEC, and such registration statement has been declared effective by the SEC on or prior to 120th calendar day after the closing date of the SOK Convertible Notes Offering, and (ii) no event of default, or an event that with the passage of time or giving of notice would constitute an event of default, has occurred on or prior to such date.

With respect to the Affiliate Notes, $199,125 of the outstanding original aggregate principal amount of the Affiliate Notes (together with any accrued and unpaid interest with respect to such portion of the principal amount and accrued and unpaid late charges with respect to such portion of the principal amount and such interest) will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement covering the resale by the Affiliates of shares of the Common Stock issued or issuable upon conversion of the Affiliate Notes with the SEC, and such registration statement has been declared effective by the SEC on or prior to 120th calendar day after the applicable closing date of the Affiliate Convertible Notes Offering, and (ii) no event of default, or an event that with the passage of time or giving of notice would constitute an event of default, has occurred on or prior to such date.

36

 
 

TABLE OF CONTENTS

The Notes are convertible at any time after issuance, in whole or in part, at the Investor’s, SOK’s or the Affiliates’ option, as the case may be, into shares of Common Stock, at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three volume weighted average prices of the Common Stock during the ten consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 72.5% (or if an event of default has occurred and is continuing, 70%), and (ii) $0.15 (as adjusted for stock splits, stock dividends, recapitalizations or similar events).

The Notes include customary events of default provisions. The Notes provides for a default interest rate of 15% per annum. Upon the occurrence of an event of default, the Investor or SOK, as the case may be, may require the Company to pay in cash the “Event of Default Redemption Price” which is defined in the Notes to mean the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 125% (or 100% if an insolvency related event of default) and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1) 125% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment required to be made under this provision.

The Company has the right at any time to redeem, in whole or in part, the outstanding amount then remaining under any Notes (the “Remaining Amount”) at a price equal to the greater of (i) 125% of the Remaining Amount and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1) 135% multiplied by (2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the Company option redemption notice date and ending on the date immediately prior to the date that the Company makes the entire payment required to be made under this provision. The Company is also required to initially reserve 10 million shares of Common Stock, and will take all action necessary to reserve and keep available 150% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of such portion of the Notes then outstanding.

Warrants

The Warrants are exercisable on any day on or after the date of issuance and have an exercise price of $0.165 per share, subject to adjustment, and a term of five years from the date of issuance. With respect to the Investor Warrant, 225,000 Warrant Shares will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement with the SEC that has been declared effective by the SEC on or prior to the earlier of (x) the 60th calendar day after the closing of the offering (or the 120th calendar day after the closing of the Investor Convertible Notes Offering in the event that such registration statement is subject to review by the SEC) and (y) the fifth trading day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review (such date, the “Investor Warrant Shares Initial Effective Date”) and (ii) the prospectus contained therein is available for use by a holder for the resale by such holder of all of the shares of Common Stock issued or issuable upon exercise of the Investor Warrant or otherwise pursuant to the terms of the Investor Warrant as of the Investor Warrant Shares Initial Effective Date.

With respect to the SOK Warrant, 45,000 Warrant Shares will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement with the SEC that has been declared effective by the SEC on or prior to the earlier of (x) the 60th calendar day after the closing of the offering (or the 120th calendar day after the closing of the SOK Convertible Notes Offering in the event that such registration statement is subject to review by the SEC) and (y) the fifth trading day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review (such date, the “SOK Warrant Shares Initial Effective Date”) and (ii) the prospectus contained therein is available for use by a holder for the resale by such holder of all of the shares of Common Stock issued or issuable upon exercise of the SOK Warrant or otherwise pursuant to the terms of the SOK Warrant as of the SOK Warrant Shares Initial Effective Date.

With respect to the Affiliate Warrants, 393,749 Affiliate Warrant Shares will be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement with the SEC that has been declared effective by the SEC on or prior to the earlier of (x) the 60th calendar

37

 
 

TABLE OF CONTENTS

day after the closing of the offering (or the 120th calendar day after the applicable closing of the Affiliate Convertible Notes Offering in the event that such registration statement is subject to review by the SEC) and (y) the fifth trading day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review (such date, the “Affiliate Warrant Shares Initial Effective Date”) and (ii) the prospectus contained therein is available for use by a holder for the resale by such holder of all of the shares of Common Stock issued or issuable upon exercise of the Affiliate Warrants or otherwise pursuant to the terms of the Affiliate Warrants as of the Affiliate Shares Initial Effective Date.

The Investor, SOK and the Affiliates, will not be entitled, by virtue of being holders of the Warrants, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of the Company’s directors or any other matter, or to exercise any rights whatsoever as our shareholders. If, however, the Company decides to declare a dividend or make distributions of its assets (the “Distribution”), the Investor, SOK and the Affiliates will be entitled to such Distribution to the same extent that the Investor, SOK and the Affiliates would have participated therein if the Investor, SOK or the Affiliates had held the number of share of Common Stock acquirable upon complete exercise of the Warrants.

At any time commencing on the earliest to occur of (x) the public disclosure of any change of control, (y) the consummation of any change of control and (z) the Investor, SOK or the Affiliates first becoming aware of any change of control through the date that is ninety (90) days after the public disclosure of the consummation of such change of control by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the successor entity (as the case may be) may have to purchase the Warrants from the Investor, SOK or the Affiliates in an amount equal to the Black Scholes Value (as defined in the Warrants).

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our audited Financial Statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of our financial statements, the reported amounts of revenues and expenses during the reporting periods presented, as well as our disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions, including, but not limited to, fair value of stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, and contingencies and litigation.

We base our estimates and assumptions on our historical experience. We also used any other pertinent information available to us at the time that these estimates and assumptions are made. We believe that these estimates and assumptions are reasonable under the circumstances and form the basis for our making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from our estimates.

Our significant accounting policies are described in “Note 1 — Summary of Significant Accounting Policies,” in Notes to Financial Statements of this prospectus. We believe that the following discussion addresses our critical accounting policies and reflects those areas that require more significant judgments, and use of estimates and assumptions in the preparation of our Financial Statements.

Revenue Recognition.  We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 — Revenue Recognition.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. Our standard terms specify that shipment is FOB Skyline and we will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of our STREAMWAY FMS units as well as shipments of cleaning solution and filter consumables. When these conditions are satisfied, we recognize gross product revenue, which is the price we charge generally to our customers for a particular product. Under

38

 
 

TABLE OF CONTENTS

our standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to our standard one-year warranty, whereby we replace or repair, at our option. We believe it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution and filter consumables may be returned. Additionally, since we buy both the STREAMWAY FMS units and cleaning solution and filter consumables from “turnkey” suppliers, we would have the right to replacements from the suppliers if this situation should occur.

Stock-Based Compensation.  Effective January 1, 2006, we adopted ASC 718 — Compensation — Stock Compensation (“ASC 718”). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method in adopting ASC 718 under which prior periods are not retroactively restated.

ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. We use the Black-Scholes option-pricing model which requires the input of significant assumptions including an estimate of the average period of time employees and directors will retain vested stock options before exercising them, the estimated volatility of our common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements and the risk-free interest rate.

Because we do not have significant historical trading data on our common stock we relied upon trading data from a composite of 10 medical companies traded on major exchanges and 15 medical companies quoted by the OTC Bulletin Board to help us arrive at expectations as to volatility of our own stock when broader public trading commences. In 2013 the Company experienced significant exercises of options and warrants. The options raised $6,500 in capital. Warrants exercised for cash produced $1,330,000 of capital. In the case of options and warrants issued to consultants and investors we used the legal term of the option/warrant as the estimated term unless there was a compelling reason to use a shorter term. The measurement date for employee and non-employee options and warrants is the grant date of the option or warrant. The vesting period for options that contain service conditions is based upon management’s best estimate as to when the applicable service condition will be achieved. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions we use in calculating the fair value of stock-based payment awards represent our best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our equity-based compensation expense could be materially different in the future. See “Note 3 — Stockholders’ Deficit, Stock Options and Warrants” in Notes to Financial Statements included in this prospectus for additional information.

When an option or warrant is granted in place of cash compensation for services, we deem the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason we also use the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period that investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of our common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognizes that. Since we have no trading history in our common stock and no first-hand experience with how our investors and consultants have acted in similar circumstances, the assumptions we use in calculating the fair value of stock-based payment awards represent our best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our equity-based consulting and interest expense could be materially different in the future.

39

 
 

TABLE OF CONTENTS

Since our common stock has no significant public trading history we were required to take an alternative approach to estimating future volatility and the future results could vary significantly from our estimates. We compiled historical volatilities over a period of 2 to 7 years of 10 small-cap medical companies traded on major exchanges and 15 medical companies in the middle of the market cap size range on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of standard options to employees we determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, we estimated the life to be the legal term unless there was a compelling reason to make it shorter.

Valuation of Intangible Assets

We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles — Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made. The Company wrote off the entire original STREAMWAY FMS product patent of $140,588 in June 2013. The balance represented intellectual property in the form of patents for our original STREAMWAY FMS product. The Company’s enhanced STREAMWAY FMS product has a new patent pending.

Recent Accounting Developments

See Note 1 — “Summary of Significant Accounting Policies — Recent Accounting Developments” included in this prospectus.

Off-Balance Sheet Transactions

We have no off-balance sheet transactions.

40

 
 

TABLE OF CONTENTS

BUSINESS

Overview

We are a development stage medical device company manufacturing an environmentally conscientious system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. We own patent rights to our products and distribute our products to medical facilities where bodily and irrigation fluids produced during surgical procedures must be contained, measured, documented, and disposed. Our products minimize the exposure potential to the healthcare workers who handle such fluids. Our goal is to create products that dramatically reduce staff exposure without significant changes to established operative procedures, historically a major stumbling block to innovation and product introduction. In addition to simplifying the handling of these fluids, we believe our technologies provide cost savings to facilities over the aggregate costs incurred today using the traditional canister method of collection, neutralization, and disposal. We sell our products through an experienced in-house sales force. The Company has hired four regional managers in addition to the two regional managers currently on staff enhancing our national coverage. We also intend to utilize independent distributors and manufacturer’s representatives in the United States and Europe, initially, and eventually to other areas of the world.

The Company was originally incorporated on April 23, 2002 in Minnesota as BioDrain Medical, Inc. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. Our address is 2915 Commers Drive, Suite 900, Eagan, Minnesota 55121. Our telephone number is 651-389-4800, and our website address is www.skylinemedical.com. Information on our website is not included or incorporated by reference in this prospectus.

Industry and Market Analysis

Infectious and Bio-hazardous Waste Management

There has long been recognition of the collective potential for ill effects to healthcare workers from exposure to infectious/bio-hazardous materials. Federal and state regulatory agencies have issued mandatory guidelines for the control of such materials, and in particular, bloodborne pathogens. The medical device industry has responded to this need by developing various products and technologies to limit exposure or to alert workers to potential exposure.

The presence of infectious materials is most prevalent in the surgical suite and post-operative care units where often, large amounts of bodily fluids, including blood, bodily and irrigation fluids are continuously removed from the patient during the surgical procedure. Surgical teams and post-operative care personnel may be exposed to these potentially serious hazards during the procedure via direct contact of blood materials or more indirectly via splash and spray.

According to the Occupational Safety and Health Administration (“OSHA”), workers in many different occupations are at risk of exposure to bloodborne pathogens, including Hepatitis B and C, and HIV/AIDS. First aid team members, housekeeping personnel, nurses and other healthcare providers are examples of workers who may be at risk of exposure.

In 1991, OSHA issued the Bloodborne Pathogens Standard to protect workers from this risk. In 2001, in response to the Needlestick Safety and Prevention Act, OSHA revised the Bloodborne Pathogens Standard. The revised standard clarifies (and emphasizes) the need for employers to select safer needle devices and to involve employees in identifying and choosing these devices. The revised standard also calls for the use of “automated controls” as it pertains to the minimization of healthcare exposure to bloodborne pathogens. Additionally, employers are required to have an exposure control plan that includes universal precautions to be observed to prevent contact with blood or other potentially infectious materials, such as implementing work practice controls, requiring personal protective equipment and regulating waste and waste containment. The exposure control plan is required to be reviewed and updated annually to reflect new or modified tasks and procedures, which affect occupational exposure and to reflect changes in technology that eliminate or reduce exposure to bloodborne pathogens.

41

 
 

TABLE OF CONTENTS

According to the American Hospital Association’s (AHA) Hospital Statistics, 2013 edition, America’s hospitals performed approximately 86 million surgeries. This number does not include the many procedures performed at surgery centers across the country.

The majority of these procedures produce potentially infectious materials that must be disposed with the lowest possible risk of cross-contamination to healthcare workers. Current standards of care allow for these fluids to be retained in canisters, located in the operating room where they can be monitored throughout the surgical procedure. Once the procedure is complete these canisters and their contents are disposed using a variety of methods all of which include manual handling and result in a heightened risk to healthcare workers for exposure to their contents. A Frost & Sullivan research report from April 24, 2006 estimates that 60 million suction canisters are sold each year and the estimated market value of canisters is upwards of $120 million. According to the average estimate of three manufacturers and three different solidifiers as reported in a research report by Frost & Sullivan in 2003 and in an article titled “Liquid Waste Management & Disposal” that was published in Infection Control Today in 2006, there is an average cost of $2.00 per canister, $2.00 per container of solidification powder and an average disposal cost of $0.30/lb. of infectious waste at approximately 7.5 lbs. per canister, the estimated disposal cost to the hospitals who use solidifiers is $6.25 per canister. This cost increases significantly for disposal of higher capacity containers.

A study by the Lewin Group, prepared for the Health Industry Group Purchasing Association in April 2007, reports that infectious fluid waste accounts for more than 75% of U.S. hospitals biohazard disposal costs. The study also includes findings from a bulletin published by the University of Minnesota’s Technical Assistance Program, “A vacuum system that uses reusable canisters or empties directly into the sanitary sewer can help a facility cut its infectious waste volume, and save money on labor, disposal and canister purchase costs.” The Minnesota’s Technical Assistance Program bulletin also estimated that, in a typical hospital, “. . . . $75,000 would be saved annually in suction canister purchase, management and disposal cost if a canister-free vacuum system was installed.”

We expect the hospital surgery market to continue to increase due to population growth, the aging of the population, expansion of surgical procedures to new areas, for example, use of the endoscope, which requires more fluid management, and new medical technology. According to the American Institute of Architects Consensus Construction Forecast, “Health care is expected to see even stronger growth. With recent emphasis on increasing health-care coverage, including several state mandates for universal or near-universal coverage, health-care construction has become one of the fastest growing institutional construction categories. Panel members are projecting an 8.5 percent increase in spending in 2009, followed by an additional 5 percent gain in 2010.”

There are currently approximately 40,000 operating rooms and surgical centers in the U.S. (AHA, Hospital Statistics, 2008). The hospital market has typically been somewhat independent of the U.S. economy; therefore we believe that our targeted market is not cyclical, and the demand for our products will not be heavily dependent on the state of the economy. We benefit by having our products address both the procedure market of nearly 51.6 million inpatient procedures (CDC, National Hospital Discharge Survey: 2010 table) as well as the hospital operating room market (approximately 40,000 operating rooms).

Current Techniques of Collecting Infectious Fluids

Typically, during the course of the procedure, fluids are continuously removed from the surgical site via wall suction and tubing and collected in large canisters (1,500 – 3,000 milliliters (ml) capacity or 1.5 – 3.0 liters) adjacent to the surgical table.

These canisters, made of glass or high impact plastic, have graduated markers on them allowing the surgical team to make estimates of fluid loss in the patient both intra-operatively as well as for post-operative documentation. Fluid contents are retained in the canisters until the procedure is completed or until the canister is full and needs to be removed. During the procedure the surgical team routinely monitors fluid loss using the measurement calibrations on the canister and by comparing these fluid volumes to quantities of saline fluid introduced to provide irrigation of tissue for enhanced visualization and to prevent drying of exposed tissues. After the procedure is completed the fluids contained in the canisters are measured and a

42

 
 

TABLE OF CONTENTS

calculation of total blood loss is determined. This is done to ensure no excess fluids of any type remain within the body cavity or that no excessive blood loss has occurred, both circumstances that may place the patient at an increased risk post-operatively.

Once total blood loss has been calculated, the healthcare personnel must dispose of the fluids. This is typically done by manually transporting the fluids from the operating room to a waste station and directly pouring the material into a sink that drains to the sanitary sewer where it is subsequently treated by the local waste management facility, a process that exposes the healthcare worker to the most risk for direct contact or splash exposure. Once emptied these canisters are placed in large, red pigmented, trash bags and disposed of as infectious waste — a process commonly referred to as “red-bagging.”

Alternatively, the canisters may be opened in the operating room and a gel-forming powder is poured into the canister, rendering the material gelatinous. These gelled canisters are then red-bagged in their entirety and removed to a bio-hazardous/infectious holding area for disposal. In larger facilities the canisters, whether pre-treated with gel or not, are often removed to large carts and transported to a separate special handling area where they are processed and prepared for disposal. Material that has been red-bagged is disposed of separately, and more expensively, from other medical and non-medical waste by companies specializing in that method of disposal.

Although all of these protection and disposal techniques are helpful, they represent a piecemeal approach to the problem and fall short of providing adequate protection for the surgical team and other workers exposed to infectious waste. A major spill of fluid from a canister, whether by direct contact as a result of leakage or breakage, splash associated with the opening of the canister lid to add gel, while pouring liquid contents into a hopper, or during the disposal process, is cause for concern of acute exposure to human blood components —  one of the most serious risks any worker faces in the performance of his or her job. Once a spill occurs, the entire area must be cleaned and disinfected and the exposed worker faces a potential of infection from bloodborne pathogens. These pathogens include, but are not limited to, Hepatitis B and C, HIV/AIDS, HPV, and other infectious agents. Given the current legal liability environment the hospital, unable to identify at-risk patients due to concerns over patient rights and confidentiality, must treat every exposure incident as a potentially infectious incident and treat the exposed employee according to a specific protocol that is both costly to the facility and stressful to the affected employee and his or her co-workers. In cases of possible exposure to communicable disease, the employee could be placed on paid administrative leave, frequently involving worker’s compensation, and additional workers must be assigned to cover the affected employee’s responsibilities. The facility bears the cost of both the loss of the affected worker and the replacement healthcare worker in addition to any ongoing health screening and testing of the affected worker to confirm if any disease has been contracted from the exposure incident. Employee morale issues also weigh heavily on staff and administration when a healthcare worker suffers a potentially serious exposure to bloodborne pathogens. Canisters are the most prevalent means of collecting and disposing of infectious fluids in hospitals today. Traditional, non-powered canisters and related suction and fluid disposable products are exempt and do not require FDA clearance.

We believe that our virtually hands free direct-to-drain technology will (a) significantly reduce the risk of healthcare worker exposure to these infectious fluids by replacing canisters, (b) further reduce the risk of worker exposure when compared to powered canister technology that requires transport to and from the operating room, (c) reduce the cost per procedure for handling these fluids, and (d) enhance the surgical team’s ability to collect data to accurately assess the patient’s status during and after procedures.

In addition to the traditional canister method of waste fluid disposal, several new powered medical devices have been developed which address some of the deficiencies described above. MD Technologies, Inc., Dornoch Medical Systems, Inc. (Zimmer) and Stryker Instruments have all developed systems that provide for disposal into the sanitary sewer without pouring the infectious fluids directly through a hopper disposal or using expensive gel powders and most are sold with 510(k) concurrence from the FDA. Most of these competing products continue to utilize some variant on the existing canister technology, and while not directly addressing the canister, most have been successful in eliminating the need for expensive gel and its associated handling and disposal costs. Our existing competitors that already have products on the market have a clear competitive advantage over us in terms of brand recognition and market exposure. In addition, the

43

 
 

TABLE OF CONTENTS

aforementioned companies have extensive marketing and development budgets that could overpower an early stage company like ours. We believe that Stryker Instruments has the dominant market share position.

Products

The STREAMWAY Fluid Management System (“FMS”)

The STREAMWAY FMS suctions surgical waste fluid from the patient using standard surgical tubing. The surgical waste fluid passes through our proprietary disposable filters and into the STREAMWAY FMS. The STREAMWAY FMS maintains continuous suction to the surgical field at all times. A simple, easy to use Human Interface Display screen guides the user through the set up process, ensuring that a safe vacuum level is identified and set by the user for each procedure and additionally guides them through the cleaning process.

The STREAMWAY FMS is unique to the industry in that it allows for continuous suction to the surgical field and provides unlimited capacity to the user so no surgical procedure will ever have to be interrupted to change canisters. It is wall mounted and takes up no valuable operating room space.

The FMS will replace the manual process of collecting fluids in canisters and transporting and dumping in sinks outside of the operating room that is still being used by many hospitals and surgical centers. The manual process, involving canisters, requires that the operating room personnel open the canisters that contain waste fluid, often several liters, at the end of the surgical procedure and either add a solidifying agent or empty the canisters in the hospital drain system. Some facilities require that used canisters be cleaned by staff and reused. It is during these procedures that there is increased potential for contact with the waste fluid through splashing or spills. The FMS eliminates the use of canisters and these cleaning and disposal steps by collecting the waste fluid in the internal collection chamber and automatically disposing of the fluid with no handling by personnel. Each procedure requires the use of a disposable filter. At the end of each procedure, a proprietary cleaning fluid is attached to the FMS and an automatic cleaning cycle ensues, making the FMS ready for the next procedure. The cleaning fluid bottle is attached to the port on the FMS device. The cleaning fluid bottle and its contents are not contaminated and are used to clean the internal fluid pathway in the FMS device to which personnel have no exposure. During the cleaning cycle, the cleaning fluid is pulled from the bottle into the FMS, and then disposed in the same manner as the waste fluid from the surgical case. At the end of the cleaning cycle, the bottle is discarded. The filter and any suction tubing used during the procedure must be disposed of in the same manner as suction tubing used with the canister system. Handling of this tubing does present the potential for personnel exposure but that potential is minimal.

We believe our product provides substantial cost savings and improvements in safety in facilities that still use manual processes. In cases where healthcare organizations re-use canisters, the FMS cleaning process eliminates the need for cleaning of canisters for re-use. The FMS reduces the safety issues facing operating room nurses, the cost of the handling process, and the amount of infectious waste generated when the traditional method of disposing of canisters is used. The FMS is fully automated, does not require transport to and from the operating room and eliminates any canister that requires emptying. It is positioned to penetrate its market segment due to its virtually hands free operation, simple design, ease of use, continuous suction, continuous flow, unlimited capacity and efficiency in removal of infectious waste with minimal exposure of operating room personnel to potentially infectious material.

In contrast to competitive products, the wall-mounted FMS does not take up any operating room floor space and it does not require the use of any external canisters or handling by operating room personnel. It does require a dedicated system in each operating room where it is to be used. The FMS is the only known direct-to-drain system that is wall-mounted and designed to collect, measure and dispose of, surgical waste. Other systems on the market are portable, meaning that they are rolled to the bedside for the surgical case and then rolled to a cleaning area, after the surgery is complete, and use canisters, which still require processing or require a secondary device (such as a docking station) to dispose of the fluid in the sanitary sewer after it has been collected. They are essentially powered canisters. A comparison of the key features of the devices currently marketed and the FMS is presented in the table below.

44

 
 

TABLE OF CONTENTS

Key Feature Comparison

         
Feature   Skyline
Medical Inc.		   Stryker
Instruments		   DeRoyal   Dornoch
Medical
Systems, Inc.
(Zimmer)		   MD
Technologies,
Inc.
Portable to Bedside vs. Fixed Installation   Fixed   Portable   Fixed   Portable   Fixed
Uses Canisters   No   Yes   Yes   Yes   No
Secondary Installed Device Required for Fluid Disposal   No   Yes   Yes   Yes   No
Numeric Fluid Volume Measurement   Yes   Yes   No   Yes   Optional
Unlimited Fluid Capacity   Yes   No   No   No   Yes
Continuous, Uninterrupted Vacuum   Yes   No   No   No   No
Installation Requirements:
                         
Water   No   Yes   Yes   Yes   No
Sewer   Yes   Yes   Yes   Yes   Yes
Vacuum   Yes   No   No   No   Yes

The FMS system may be installed on or in the wall during new construction or renovation or installed in a current operating room by connecting the device to the hospital’s existing sanitary sewer drain and wall suction systems. With new construction or renovation, the system will be placed in the wall and the incremental costs are minimal, limited to connectors to the hospital drain and suction systems (which systems are already required in an operating room), the construction of a frame to hold the FMS in position, and minimal labor. The fluid collection chamber is internal to the FMS unit and requires no separate installation. Based upon our consultations with several architects, we believe that there is no appreciable incremental expense in planning for the FMS system during construction.

For on-the-wall installation in a current operating room, the location of the FMS may be chosen based on proximity to the existing hospital drain and suction systems. Installation will require access to those systems through the wall and connection to the systems in a manner similar to that for within-the-wall installation. The FMS system is mounted on the wall using a mounting bracket supplied with the system and standard stud or drywall attachments.

Once installed, the FMS has inflow ports positioned on the front of the device that effectively replace the current wall suction ports most commonly used to remove fluids during surgery. Additionally, a disposable external filter, which is provided as part of our disposable cleaning kit, allows for expansion to additional inflow suction ports by utilizing one or two dual port filters.

Although the FMS is directly connected to the sanitary sewer, helping to reduce potential exposure to infectious fluids, it is possible that installation of the system will temporarily cause inconvenience and lost productivity as the operating rooms will need to be taken off line temporarily.

One of the current techniques utilized by Stryker, Cardinal Health, and other smaller companies typically utilizes two to eight canisters positioned on the floor or on elaborate rolling containers with tubing connected to the hospital suction system and to the operative field. Once the waste fluids are collected, they must be transported out of the operating room and disposed of using various methods. These systems take up floor space in and around the operating room and require additional handling by hospital personnel, thereby increasing the risk of exposure to infectious waste fluids generated by the operating room procedure. Handling infectious waste in this manner is also more costly.

A summary of the features of the wall unit include:

• Minimal Human Interaction.  The wall-mounted FMS provides a small internal reservoir that keeps surgical waste isolated from medical personnel and disposes the medical waste directly into the hospital sanitary sewer with minimal medical personnel interaction. This minimal interaction is facilitated by the automated electronic controls and computerized LCD touch-screen allowing for simple and safe single touch operation of the FMS.

45

 
 

TABLE OF CONTENTS

• Fluid Measurement.  The STREAMWAY FMS volume measurement allows for in-process, accurate measurement of blood/saline suctioned during the operative procedure, and eliminates much of the estimation of fluid loss currently practiced in the operating room. This will be particularly important in minimally invasive surgical procedures, where accounting for all fluids, including saline added for the procedure, is vital to the operation. The surgical team can view in real time the color of the extracted or evacuated fluid through the viewing window on the system.
• Cleaning Solution.  A bottle of cleaning solution, proprietary to and sold by us, is used for the automated cleaning cycle at the conclusion of each procedure and prepares the STREAMWAY FMS for the next use, reducing operating room turnover time. The cleaning solution is intended to clean the internal tubing, pathways, and chamber within the system. The cleaning solution bottle is easily attached to the STREAMWAY FMS by inserting the bottle into the mount located on the front of the unit and inverting the bottle. The automated cleaning process takes less than five minutes and requires minimal staff intervention. The disposable cleaning fluid bottle collapses at the end of the cleaning cycle rendering it unusable; therefore it cannot be refilled with any other solution. The instructions for use clearly state that our cleaning fluid, and only our cleaning fluid, must be used with the STREAMWAY FMS following each surgical case. The warranty is voided if any other solution is used.
• Procedure Filters.  One or two filters, depending on the type of procedure, will be used for every surgical procedure. The filter has been developed by us, is proprietary to the STREAMWAY FMS and is only sold by us. The filter is a two port, bifurcated, disposable filter that contains a tissue trap that allows staff to capture a tissue sample and send to pathology if needed. The filters are disposed of after each procedure. The cleaning fluid and filter are expected to be a substantial revenue generator for the life of the STREAMWAY FMS.
• Ease of Use.  The FMS simply connects to the existing suction tubing from the operative field (causing no change to the current operative methods). Pressing the START button on the FMS touch screen enacts a step by step instruction with safety questions ensuring that the correct amount of suction is generated minimizing the learning curve for operation at the surgical site.
• Installation.  We will arrange installation of the FMS products through a partnership or group of partnerships. Such partnerships will include, but not be limited to, local plumbers, distribution partners, manufacturer’s representatives, hospital supply companies and the like. We will train our partners and standardize the procedure to ensure the seamless installation of our products. The FMS is designed for minimal interruption of operating room and surgical room utilization. Plug-and-play features of the design allow for almost immediate connection and hook up to hospital utilities for wall-mounted units allowing for quick start-up post-installation.
• Sales Channel Partners.   We expect the FMS will be sold to end-users through a combination of independent stocking distributors, manufacturer’s representatives, and direct sales personnel. We intend for all personnel involved in direct contact with the end-user will have extensive training and will be approved by us. We plan to maintain exclusive agreements between us and the sales channel partners outlining stocking expectations, sales objectives, target accounts and the like. Contractual agreements with the sales channel partners will be reviewed on an annual basis and expect that such agreements will contain provisions allowing them to be terminated at any time by us based on certain specified conditions.
• Competitive Pricing.  The list sales price to a hospital or surgery center is $21,900 per system (one per operating room — installation extra) and $24 per unit retail for the proprietary consumable kit to the U.S. hospital market.

Intellectual Property

We believe that in order to maintain a competitive advantage in the marketplace, we must develop and maintain protection of the proprietary aspects of our technology. We rely on a combination of patent, trade secret and other intellectual property rights and measures to protect our intellectual property.

46

 
 

TABLE OF CONTENTS

We spent approximately $235,000 in 2013 and $15,000 in 2012 on research and development. On January 25, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.

Our PCT patent application is for an enhanced model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY FMS unit in suctioning waste fluids, which means that the unit does not have to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid. We believe that this continuous operation and unlimited capacity feature provides us with a significant competitive advantage, particularly on large fluid generating procedures. All competing products, except for MD Technologies, have a finite fluid collection capacity necessitating that the device be emptied when capacity is reached during the surgical procedure. In the case of MD Technologies their system has an unlimited capacity but the process is not continuous because they have to interrupt the process to manually switch over to a new container and drain the original container in order to have it ready for use when the second container is full.

The Company also received a European patent in April 2007 (Patent No. EP1539580), a U.S. patent in December 2008 (U.S. Patent No. 7,469,727), a U.S. patent in February 2012 (U.S. Patent No. 8,123,731) and a Canadian patent in April 2011 (Number 2,495,747) (collectively, the “Patents”). These Patents will begin to expire on August 8, 2023.

In general, the Patents are directed to a system and method for collecting waste fluid from a surgical procedure while ensuring there is no interruption of suction during the surgical procedure and no limit on the volume of waste fluid which can be collected. More particularly, the Patents claim a system and method in which waste fluid is suctioned or drawn into holding tanks connected to a vacuum source which maintains a constant negative pressure in the holding tanks. When the waste fluid collected in the holding tanks reaches a predetermined level, the waste fluid is measured and pumped from the holding tanks while maintaining the negative pressure. Therefore, because the negative pressure is maintained in the holding tanks, waste fluid will continue to be drawn into the holding tanks while the waste fluid is being pumped from the holding tanks. Thus, there is no limit to the volume of waste fluid which can be collected, and the suction at the surgical site is never interrupted during the surgical procedure.

We also rely upon trade secrets, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. We seek to protect our trade secrets and proprietary know-how, in part, with confidentiality agreements with consultants, vendors and employees, although we cannot be certain that the agreements will not be breached, or that we will have adequate remedies for any breach.

The Disposable Kit

The disposable kit is an integral, critical component of the FMS and our total value proposition to the customer. It consists of a proprietary, pre-measured amount of cleaning solution in a plastic bottle that attaches to the FMS. The disposal cleaning kit also includes an in-line filter with single or multiple suction ports. The proprietary cleaning solution placed in the specially designed holder is attached and recommended to be used following each surgical procedure. Due to the nature of the fluids and particles removed during surgical procedures, the FMS is recommended to be cleaned following each use. Utilizing the available vacuum of the wall system, the proprietary cleaning fluid is drawn into the FMS to provide a highly effective cleaning process that breaks up bio-film at the cellular level. Proper cleaning is required for steady, dependable and repeated FMS performance and for maintenance of the warranty of the FMS.

47

 
 

TABLE OF CONTENTS

Our disposables are a critical component of our business model. The disposables have the “razor blade business model” characteristic with an ongoing stream of revenue for every FMS unit installed, and revenues from the sale of the kits are expected to be significantly higher over time than the revenues from the sales of the unit. Our disposable, dual use filter is designed specifically for use only on our FMS. The filter is used only once per procedure followed by immediate disposal. Our operation instructions and warranty require that our filter is used for every procedure. There are no known off the shelf filters that will fit our FMS. We have developed a more effective and cost efficient filter, with intent to patent. We have exclusive distribution rights to the disposable fluid and facilitate the use of only our fluid for cleaning following procedures by incorporating a special adapter to connect the fluid to the connector on the FMS system. We will also tie the fluid usage, which we will keep track of with the FMS software, to the product warranty. While it could be possible for other manufacturers to provide fluids for utilization in this process, it would require that they manufacture an adapter compatible with our connector on the FMS, obtain a container that fits in the specially designed container holder on the FMS and perform testing to demonstrate that any other fluid would not damage the FMS. We believe that these barriers and the warranty control will allow us to achieve substantial revenue from our cleaning fluid. The instructions for use that accompanies the product will clearly state how the fluid is to be hooked up to the FMS machine. Further, a diagram on the FMS will also assist the user in attaching the fluid bottle to the machine. This will be a very simple task, and we do not anticipate that any training of operating room staff will be necessary.

All installations of our FMS product will be completed by either a hospital appointed service technician or a service and maintenance organization that is familiar with completing such installations in health care settings. We have had conversations with multiple providers and expect to reach agreements to perform this function in the first quarter of 2014. The general availability of these types of service and maintenance personnel in the health care sector should not hinder us from forming a beneficial relationship in this area.

Corporate Strategy

We intend to succeed by deploying a strategy of focused expansion within our core product and market segments, while utilizing a progressive approach to manufacturing and marketing to ensure maximum flexibility and profitability.

Our strategy is to:

• Develop a complete line of wall-mounted fluid evacuation systems for use in hospital operating rooms, radiological rooms and free standing surgery centers as well as clinics and physicians’ offices.  Initially, we have developed the FMS to work in hospital operating rooms and surgical centers. This device was developed for use with the wall vacuum suction currently installed in hospitals. Opportunities for future products include an FMS developed for post-operation and recovery rooms with multiple inlet ports and multiple volume measurements that may incorporate an on-board vacuum supply.
• Provide products that greatly reduce worker and patient exposure to harmful materials present in infectious fluids and that contribute to an adverse working environment.  As one of the only stand-alone surgical fluid disposal systems directly connected to the sanitary sewer, the FMS could advance the manner in which such material is collected, measured and disposed of in operating rooms, post-operating recovery, emergency rooms and intensive care settings by eliminating the need to transport a device to the patient bedside and remove it for emptying and cleaning at the end of the procedure. The cost of such exposures, measured in terms of human suffering, disease management costs, lost productivity, liability or litigation, will be, when properly leveraged, the strongest motivating factor for facilities looking at investing in the FMS line of products.
• Utilize existing medical products independent distributors and manufacturer’s representatives to achieve the desired market penetration.  Contacts have been established with several existing medical products distributors and manufacturer’s representatives and interest has been generated regarding the sales of the FMS and cleaning kits.
• Continue to utilize operating room consultants, builders and architects as referrals to hospitals and day surgery centers.  To date, the STREAMWAY FMS has achieved market acceptance through the

48

 
 

TABLE OF CONTENTS

installation of more than sixty-seven (67) FMS systems. The product has received numerous references from users and was also recognized by LifeScience Alley as a top ten finalist in their new technology showcase. Additionally, we have become a member of Practice Greenhealth; highlighting the positive environmental impact of the STREAMWAY FMS.

Other strategy may also include:

º Employing a lean operating structure, while utilizing the latest trends and technologies in manufacturing and marketing, to achieve both market share growth and projected profitability.
º Providing a leasing program and/or “pay per use” program as alternatives to purchasing.
º Providing service contracts to establish an additional revenue stream.
º Utilizing the manufacturing experience of our management team to develop sources of supply and manufacturing to reduce costs while still obtaining excellent quality. While cost is not a major consideration in the roll-out of leading edge products, we believe that being a low-cost provider will be important long term.
º Offering an innovative warranty program that is contingent on the exclusive use of our disposable kit to enhance the success of our after-market disposable products.

Technology and Competition

Fluid Management for Surgical Procedures

The management of surgical waste fluids produced during and after surgery is a complex mix of materials and labor that consists of primary collection of fluid from the patient, transportation of the waste fluid within the hospital to a disposal or processing site and disposal of that waste either via incineration or in segregated landfills.

Once the procedure has ended, the canisters currently being used in many cases, and their contents must be removed from the operating room and disposed. There are several methods used for disposal, all of which present certain risks to the operating room team, the crews who clean the rooms following the procedure and the other personnel involved in their final disposal. These methods include:

• Direct Disposal Through the Sanitary Sewer.  In virtually all municipalities, the disposal of liquid blood may be done directly to the sanitary sewer where it is treated by the local waste management facility. This practice is approved and recommended by the EPA. In most cases these municipalities specifically request that disposed bio-materials not be treated with any known anti-bacterial agents such as glutalderhyde, as these agents not only neutralize potentially infectious agents but also work to defeat the bacterial agents employed by the waste treatment facilities themselves. Disposal through this method is fraught with potential exposure to the service workers, putting them at risk for direct contact with these potentially infectious agents through spillage of the contents or via splash when the liquid is poured into a hopper — a specially designated sink for the disposal of infectious fluids. Once the infectious fluids are disposed of into the hopper, the empty canister is sent to central processing for re-sterilization (glass and certain plastics) or for disposal in the bio-hazardous/infectious waste generated by the hospital (red-bagged).
• Conversion to Gel for Red-Bag Disposal.  In many hospital systems the handling of this liquid waste has become a liability issue due to worker exposure incidents and in some cases has even been a point of contention during nurse contract negotiations. Industry has responded to concerns of nurses over splash and spillage contamination by developing a powder that, when added to the fluid in the canisters, produces a viscous, gel-like substance that can be handled more safely. After the case is completed and final blood loss is calculated, a port on the top of each canister is opened and the powder is poured into it. It takes several minutes for the gel to form, after which the canisters are placed on a service cart and removed to the red-bag disposal area for disposal with the other infectious waste.

49

 
 

TABLE OF CONTENTS

There are four major drawbacks to this system:

• It does not ensure protection for healthcare workers, as there remains the potential for splash when the top of the canister is opened.
• Based on industry pricing data, the total cost per canister increases by approximately $2.00.
• Disposal costs to the hospital increase dramatically as shipping, handling and landfill costs are based upon weight rather than volume in most municipalities. The weight of an empty 2,500 ml canister is about 1 pound. A canister and its gelled contents weigh about 7.5 pounds, and the typical cost to dispose of medical waste is approximately $0.30 per pound.
• The canister filled with gelled fluid must be disposed; it cannot be cleaned and re-sterilized for future use.

Despite the increased cost of using gel and the marginal improvement in health care worker protection it provides, several hospitals have adopted gel as their standard procedure.

Drainage Systems

Several new medical devices have been developed which address some of the deficiencies described above. MD Technologies, Inc., Cardinal Health, Inc., Dornoch Medical Systems, Inc. (now Zimmer) and Stryker Instruments have all developed systems that provide disposal into the sanitary sewer without pouring the infectious fluids directly through a hopper disposal or using expensive gel powders. All of these newer products are currently sold with 510(k) exempt concurrence from the FDA. Most of these competing products incorporate an internal collection canister with finite capacity, and while not directly eliminating the need to transport a device to and from the surgical room, we believe most have been successful in eliminating the need for expensive gel and its associated handling and disposal costs.

Existing competitors, that already have products on the market, have a competitive advantage in terms of brand recognition and market exposure. In addition, the aforementioned companies have extensive marketing and development budgets that could overpower an early stage company like ours.

We believe that Stryker Instruments has the dominant market share position. We also believe competing products are used in select procedures and often in some, but not all, surgical procedures.

Current Competition, Technology, and Costs

Single Use Canisters

In the U.S., glass reusable containers are infrequently used as their high initial cost, frequent breakage and costs of reprocessing are typically more costly than single use high impact plastic canisters, even when disposal is factored in. Each single use glass canister costs roughly $8.00 each while the high impact plastic canisters cost $2.00 – $3.00 each and it is estimated that a range of two to eight canisters are used in each procedure, depending on the operation.

Our FMS would replace the use of canisters and render them unnecessary, as storage and disposal would be performed automatically by the FMS. It should be noted that these canisters are manufactured by companies with substantially more resources than our Company. Cardinal Health, a very significant competitor, manufactures both single use canisters as well as a more automated fluid handling system that will compete with us. Accordingly, faced with this significant competition, we may have difficulty penetrating this market. Our true competitive advantage, however, is our unlimited capacity, eliminating the need for any high volume cases to be interrupted for canister changeover.

Solidifying Gel Powder

The market potential for solidifying gel was estimated by industry publications at over $100 million in 2002. This market is not yet fully realized, but many hospitals, responding to increased concerns over inadvertent worker exposure to liquid waste, are converting to this technology. There have been many reports (Allina and Fairview to name two Minneapolis-based health systems) of nursing contracts containing language that requires the facilities to use gels after every procedure. We are aware that at a large healthcare facility in Minneapolis, Minnesota, routine usage of gel increased annual operating room expenditures by $63,000, based

50

 
 

TABLE OF CONTENTS

on 14,000 procedures done in 2006. It is clear that solidifying gels, while not providing complete freedom from exposure to workers does present a level of safety and peace of mind to the healthcare workers who handle gel-treated canisters. While several gel manufacturers proclaim that sterility of the contents is achieved with the use of their product, protocols continue to recommend that the red-bag procedure is followed when using these products. One significant drawback of the solidifying gels is that they increase the weight of the materials being sent to the landfill by a factor of five to seven times, resulting in a significant cost increase to the hospitals that elect to use the products.

The FMS eliminates the need for solidifying gel, providing savings in both gel powder usage and associated landfill costs.

Sterilization and Landfill Disposal

Current disposal methods include the removal of the contaminated canisters (with or without the solidifying gel) to designated biohazardous/infectious waste sites. Previously many hospitals used incineration as the primary means of disposal, but environmental concerns at the international, domestic and local level have resulted in a systematic decrease in incineration worldwide as a viable method for disposing of blood, organs or materials saturated with bodily fluids. When landfill disposal is used, canisters are included in the general red-bag disposal and, when gel is used, comprise a significant weight factor. Where hopper disposal is still in use, most of the contents of the red-bag consist only of outer packaging of supplies used in surgery and small amounts of absorbent materials impregnated with blood and other waste fluid. These, incidentally, are retained and measured at the end of the procedure to provide a more accurate assessment of fluid loss or retention. Once at the landfill site, the red-bagged material is often steam-sterilized with the remaining waste being ground up and interred into a specially segregated waste dumpsite.

In a related note, many countries are struggling with landfills within their own borders, and a thriving and growing biohazardous/infectious waste disposal business is emerging. The inevitable disputes connected with such a highly charged and potentially politically sensitive topic have developed, particularly in Europe and the former Soviet Republics, over the disposition and disposal of these infectious wastes. Such disputes have also arisen in the U.S. as states lacking landfill capacity (New Jersey, for example) seek to offload their medical waste on less populous states or those which lack stringent enforcement.

Handling Costs

Once the surgical team has finished the procedures, and a blood loss estimate is calculated, the liquid waste (with or without solidifying gels) is removed from the operating room and either disposed of down the sanitary sewer or transported to an infectious waste area of the hospital for later removal.

The FMS would significantly reduce the labor costs associated with the disposal of fluid or handling of contaminated canisters, as the liquid waste is automatically emptied into the sanitary sewer after measurements are obtained. We will utilize the same suction tubing currently being used in the operating room, so no additional cost is incurred with our process. While each hospital handles fluid disposal differently, we believe that the cost of our cleaning fluid after each procedure will be less than the current procedural cost that could include the cost of canisters, labor to transport the canisters, solidifying powder, gloves, gowns, mops, goggles, shipping, and transportation, as well as any costs associated with spills that may occur due to manual handling.

A hidden but very real and considerable handling cost is the cost of an infectious fluid exposure. A July 2007 research article published in Infection Control Hospital Epidemiology concluded that “Management of occupational exposures to blood and bodily fluids is costly; the best way to avoid these costs is by prevention of exposures.” According to the article, hospital management cost associated with occupational blood exposure can, conservatively, be more than $4,500 per exposure. Because of privacy laws, it is difficult to obtain estimates of exposure events at individual facilities; however, in each exposure the worker must be treated as a worse case event. This puts the healthcare worker through a tremendous amount of personal trauma, and the health care facility through considerable expense and exposure to liability and litigation.

51

 
 

TABLE OF CONTENTS

Nursing Labor

Nursing personnel spend significant time in the operating room readying canisters for use, calculating blood loss and removing or supervising the removal of the contaminated canisters after each procedure. Various estimates have been made, but an internal study at a large healthcare facility in Minneapolis, Minnesota, revealed that the average nursing team spends twenty minutes pre-operatively and intra-operatively setting up, monitoring fluid levels and changing canisters as needed and twenty minutes post-operatively readying blood loss estimates or disposing of canisters. Estimates for the other new technologies reviewed have noted few cost savings to nursing labor.

The FMS would save nursing time as compared to the manual process of collecting and disposing of surgical waste. Set-up is as easy as attaching the suction tube to the inflow port of the FMS. Post-operative clean-up requires approximately five minutes, the time required to dispose of the suction tubing and disposable filter to the red-bag, calculate the patient’s blood loss, attach the bottle of cleaning solution to the inlet port of the unit, initiate the cleaning cycle, and dispose of the emptied cleaning solution. The steps that our product avoids, which are typically involved with the manual disposal process include, canister setup, interpretation of an analog read out for calculating fluid, canister management during the case (i.e. swapping out full canisters), and then temporarily storing, transferring, dumping, and properly disposing of the canisters.

Competitive Products

Disposable canister system technology for fluid management within the operating room has gone virtually unchanged for decades. As concern for the risk of exposure of healthcare workers to bloodborne pathogens, and the costs associated with canister systems has increased, market attention has increasingly turned toward fluid management. The first quarter of 2001 saw the introduction of three new product entries within the infectious material control field. Stryker Instruments introduced the “NeptuneTM” system, offering a combination of bio-aerosol and fluid management in a portable two-piece system; Waterstone Medical (now DeRoyal) introduced the “Aqua BoxTM” stationary” system for fluid disposal; Cardinal Health introduced the Orwell Fluid Collection and Disposal System; and Dornoch Medical Systems, Inc. (Zimmer) introduced the “Red AwayTM” stationary system for fluid collection and disposal. All companies, regardless of size, have their own accessory kits.

We differentiate from these competitors since we are completely direct-to-drain and have the most automatic, hands-free process of any of the systems currently on the market. Each of our competitors, with the exception of MD Technologies, Inc., has some significant manual handling involved in the process. For instance, some competing products require transport of the mobile unit to a docking port and then emptying of the fluid, while others require that the canister be manually transported to a more efficient dumping station. Regardless, most of our competitors require more human interaction with the fluid than our products do. Please refer to the chart included in the section headed as Products for a comparison of the key features of the devices currently marketed and the FMS.

Although the mobility associated with most of the competing products adds time and labor to the process and increases the chance of worker exposure to waste fluids, it also allows the hospital to purchase only as many mobile units needed for simultaneous procedures in multiple operating rooms. With the FMS, a unit must be purchased and installed in each room where it is intended to be used.

Marketing and Sales Distribution

We sell the FMS and procedure disposables through various methods that may include a direct sales force, independent distributors and manufacturer’s representatives covering the vast majority of major U.S. and outside U.S. markets. Currently we have six regional managers selling, and demoing the FMS for prospective customers and distributors, as well as, supporting our current customer base for disposable resupply. We are close to signing contracts with various hospital purchasing groups and have signed on independent distributors. Our targeted customer base includes nursing administration, operating room managers, CFOs, CEOs, risk management, and infection control. Other professionals with an interest in the product include physicians, nurses, biomedical engineering, anesthetists, imaging, anesthesiologists, human resources, legal, administration and housekeeping.

52

 
 

TABLE OF CONTENTS

The major focus of our marketing efforts will be to introduce the FMS as a standalone device capable of effectively removing infectious waste and disposing of it automatically while providing accurate measurement of fluids removed, and also limiting exposure of the surgical team and healthcare support staff.

Governmental and professional organizations have become increasingly aggressive in attempting to minimize the risk of exposure by medical personnel to bloodborne pathogens. We believe that the FMS provides a convenient and cost effective way to collect and dispose of this highly contaminated material.

Our distributors may have installation and service capability, or we will contract those functions with an independent service/maintenance company. We have been in contact with both distributors and service companies regarding these installation requirements. We will establish extensive training and standards for the service and installation of the FMS to ensure consistency and dependability in the field. Users of the system will require a minimal amount of training to operate the FMS. The instructions for use and the installation guide will be included with every system along with a quick start guide, a troubleshooting manual and an on-board PLC controlling an intuitive touch screen with step by step instruction and safety features.

We have structured our pricing and relationships with distributors and/or service companies to ensure that these entities receive at least a typical industry level compensation for their activities. We believe our current cost and price estimates are conservative and allow for reasonable profit margins for all entities in the FMS and the cleaning fluid and filter supply chain.

Promotion

The dangers of exposure to infectious fluid waste are well recognized in the medical community. It is our promotional strategy to effectively educate medical staff regarding the risks of contamination using current waste collection procedures and the advantages of the FMS in protecting medical personnel from inadvertent exposure. We intend to leverage this medical awareness and concern with education of regulatory agencies at the local, state and federal levels about the advantages of the FMS.

We supplement our sales efforts with a promotional mix that will include a number of printed materials, video support and a website. We believe our greatest challenge lies in reaching and educating the 1.6 million medical personnel who are exposed daily to fluid waste in the operating room or in other healthcare settings (OSHA, CPL 2-2.44C). These efforts will require utilizing single page selling pieces, video educational pieces for technical education, use of scientific journal articles and a webpage featuring product information, educational materials, and training sites.

We support our sales organization by attending major scientific meetings where large numbers of potential users are in attendance. The theme of our trade show booths will focus on education, the awareness of the hazards of infectious waste fluids and the Company’s innovative solution to the problem. We will focus our efforts initially on the Association of Operating Room Nurses (“AORN”) meeting, where the largest concentration of potential buyers and influencers are in attendance and the Radiological Society of North America Scientific Assembly and Annual Meeting. We feature information on protection of the healthcare worker on our website as well as links to other relevant sites. We have invested in limited journal advertising for targeted audiences that have been fully identified. The initial thrust focuses on features of the product and ways of contacting the Company via the webpage or directly through postage paid cards or direct contact. Additionally, we will create a press release distribution to clinician-oriented periodicals for inclusion in their new product development columns. These periodicals will provide the reader with an overview of the FMS and will direct readers to pursue more information by direct contact with us by accessing our webpage.

Pricing

We believe prices for the FMS and its disposable procedure kit reflect a substantial cost savings to hospitals compared to their long-term procedure costs. Our pricing strategy ensures that the customer realizes actual cost savings when using the FMS versus replacing traditional canisters, considering the actual costs of the canisters and associated costs such as biohazard processing labor and added costs of biohazard waste disposal. Suction tubing that is currently used in the operating room will continue to be used with our system and should not be considered in the return on investment equation. Our cleaning solution’s bottle is completely recyclable, and the anticipated selling price of the fluid is built into our cost analysis. In contrast, an operation using traditional disposal methods will often produce multiple canisters destined for biohazard

53

 
 

TABLE OF CONTENTS

processing. Biohazard disposal costs are estimated by Outpatient Surgery Magazine to be 5 times more per pound to dispose of than regular waste (Outpatient Surgery Magazine, April 2007). Once the canister has touched blood, it is considered “red bag” biohazard waste, whereas the cleaning fluid bottle used in our system can be recycled or disposed with the rest of the facility’s plastics.

The FMS lists for $21,900 per system (one per operating room — installation extra) and $24 per unit retail for the proprietary disposables: one filter and one bottle of cleaning solution to the U.S. hospital market. By comparison, the disposal system of Stryker Instruments, one of our competitors, retails for approximately $25,000 plus an $8,000 docking station and requires a disposable component with an approximate cost of $25 per procedure and a proprietary cleaning fluid (cost unknown per procedure). Per procedure cost of the traditional disposal process includes approximate costs of $2 – $3.00 per liter canister, plus solidifier at $2 per liter canister, plus the biohazard premium disposal cost approximated at $1.80 per liter canister. In addition, the labor, gloves, gowns, goggles, and other related material handling costs are also disposal expenses.

Installation will be done by distributors, independent contractors, or in-house engineering at an estimated price of $300 – $1,000, depending on the operating room. Installation of the FMS requires access only to the hospital’s sanitary sewer, vacuum suction, and electricity. To help facilities maintain their utilization rates, we will recommend installation during off peak hours. In smaller facilities, an outside contractor may be called in, while larger institutions have their own installation and maintenance workforce. Installation time should not seriously impact the use of the operating room. Each FMS will have an industry standard warranty period that can be extended through documented use of our disposables: one filter and one bottle of cleaning solution per procedure.

Engineering and Manufacturing

We are currently manufacturing the FMS in our own facility. We have the capability to manufacture, test, house, ship and receive from our warehouse. We contracted a manufacturing company, Wair Products in Bloomington, Minnesota that meets our standards and requirements that can produce six times the amount of FMS systems produced in-house at our facility on a monthly basis as sales increase.

The disposables, including a bottle of proprietary cleaning solution and an in-line filter is sourced through Diversified Manufacturing Corporation (cleaning solution) situated in Newport, Minnesota and MPP Corporation (filters), located in Osceola, Wisconsin that has tooled to manufacture our own newly designed disposable filter. Both these companies have the potential for long term vendor agreements with the Company. We are pursuing Intellectual Property protection for these disposable products as well.

Government Regulation

To date, no regulatory agency has established exclusive jurisdiction over the area of biohazardous and infectious waste in healthcare facilities. Several prominent organizations maintain oversight function concerning various aspects of pertinent technologies and methods of protection.

These agencies include:

• OSHA (Occupational Safety and Health Administration)
• EPA (Environmental Protection Agency)
• DOT (Department of Transportation)
• JCAHO (Joint Commission of Accreditation of Hospitals)
• NFPA (National Fire Protection Association)
• AIA (American Institute of Architects)
• AORN (Association of Operating Room Nurses)

Application for Electrical Safety Testing and Certification

We sought and achieved testing and certification to the IEC 60606-1 and IEC 60606-1-2, two internationally recognized standards.

54

 
 

TABLE OF CONTENTS

The 6060101 & 60601-2 2nd edition certification for our STREAMWAY FMS is valid and enables us to continue to market and sell our product domestically.

A new standard; IEC 60601-1 3rd Edition Medical Device Safety Testing was adopted by the International Organization of Standards in 2005 and had a compliance date of June 2012 for OUS and December 31, 2013 for the U.S. This standard, which is now recognized by the US FDA, includes a provision of risk management which the 2nd edition did not require. The purpose of these rules is to ensure that equipment manufacturers have safety, performance, and risk management control measures in place.

The EU & Canada required 60601-1 3rd Edition compliance for all product sold or currently on the market after June 2013. Any product that had previously been certified to the 60601-1 2nd generation standard was no longer allowed for use as the old standard was no longer recognized. This did not affect us as we did not sell internationally.

The U.S. FDA compliance date to meet the new standard was December 31, 2013. The major difference between the U.S. and the EU & Canadian market transition to the new standard is that the U.S. allows the 60601-1 2nd edition testing to be grandfathered in, allowing previously certified product to remain on the market. Any new product that will be tested after December 31, 2013 should be certified to the new 60601-1 3rd generation standard.

FDA Clearance under Section 510(k)

The FDA Center for Devices and Radiological Health requires 510(k) submitters to provide information that compares its new device to a marketed device of a similar type, in order to determine whether the device is substantially equivalent (“SE”).

This means that a manufacturer can submit a 510(k) comparing a new device to a device that has been found to be SE and the FDA can use this as evidence to determine whether the new device is SE to an already legally marketed device (or a “predicate device”). The ultimate burden of demonstrating the substantial equivalence of a new device to a predicate device remains with the 510(k) submitter, and in those occasions when the Center for Devices and Radiological Health is unfamiliar with certain aspects of the predicate device, the submitter will be required to provide information that substantiates a claim of substantial equivalence.

As a matter of practice, the Center for Devices and Radiological Health generally considers a device to be SE to a predicate device if, in comparison to the predicate device, (i) the new device has the same intended use, (ii) the new device has the same technological characteristics (i.e., same materials design, energy source), (iii) the new device has new technological characteristics that could not affect safety or effectiveness, or (iv) the new device has new technological characteristics that could affect safety or effectiveness, but there are accepted scientific methods for evaluating whether safety or effectiveness has been adversely affected and there is data to demonstrate that the new technological features have not diminished safety or effectiveness. Pre-market notification submissions are designed to facilitate these determinations.

The FDA requires, pursuant to a final regulation for Establishment Registration and Device Listing for Manufacturers of Devices, that a 510(k) premarket notification be submitted at least ninety days before marketing a device that: (1) is being introduced into distribution for the first time by that person or entity, or (2) is in distribution but is being significantly modified in design or use. A 510(k) submission must contain, among other things: (i) proposed labeling sufficient to describe the device’s intended use; (ii) a description of how the device is similar to or different from other devices of comparable type, or information about what consequences a proposed device modification may have on the device’s safety and effectiveness; and (iii) any other information necessary to determine whether the device is substantially equivalent. The FMS is a Class II device, which is less stringently reviewed as that of a Class III device. Our COO has numerous years’ significant experience in the FDA clearance process and has a team of regulatory consultants with significant experience in the FDA clearance process.

We filed the 510(k) submission for clearance of the FMS device on March 14, 2009 and received written confirmation on April 1, 2009 that our 510(k) has been cleared by the FDA.

55

 
 

TABLE OF CONTENTS

Following this 510(k) clearance by the FDA, we continue to be subject to the normal ongoing audits and reviews by the FDA and other governing agencies. These audits and reviews are standard and typical in the medical device industry, and we do not anticipate being affected by any extraordinary guidelines or regulations.

Employees

We have 16 employees, 13 of whom are full-time, and three who are part-time.

Property

Our corporate offices are located at 2915 Commers Drive, Suite 900, Eagan, Minnesota 55121. On January 28, 2013, the Company signed an amendment to the month to month lease originally signed on April 30, 2012. The lease as amended has a five-year term effective February 1, 2013 ending January 31, 2018. We lease 5,773 square feet at this location, of which 2,945 square feet is used for office space and 2,828 is used for manufacturing. Our lease is effective through January 31, 2018. We expect that this space will be adequate for our current office and manufacturing needs.

Legal Proceedings

On July 17, 2014, the Company and a stockholder entered into a settlement agreement and release (the “Settlement Agreement”) with Marshall Ryan (“Ryan”) and a company related to Ryan (together, the “Plaintiffs”). The settlement relates to a lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company’s products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing.

Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue us to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder.

The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company’s rights to Ryan’s prior patent assignments, and disclaims any right, title or interest in the Company’s STREAMWAY FMS including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the STREAMWAY FMS belong exclusively to us and remain in full force and effect.

56

 
 

TABLE OF CONTENTS

MANAGEMENT

Our directors and executive officers, their ages, their respective offices and positions, and their respective dates of election or appointment are as follows:

     
Name   Age   Position   Date of Election
or Appointment
Josh Kornberg   41   President, Chief Executive Officer, and Interim Chairman of the Board   July 1, 2012
Ricardo Koenigsberger   47   Director   June 25, 2012
Thomas J. McGoldrick   72   Director   2005
Andrew P. Reding   44   Director   2006
David O. Johnson   61   Chief Operating Officer   July 1, 2012
Bob Myers   59   Chief Financial Officer   July 1, 2012
Dr. Arnon Dreyfuss   60   Director   August 1, 2013
Frank Mancuso Jr.   54   Director   August 1, 2013

Business Experience Descriptions

Set forth below is a summary of our executive officers’ and directors’ business experience for the past 5 years. Other than as described below, the experience and background of each of the directors, as summarized below, were significant factors in their previously being nominated as directors of the Company.

Josh Kornberg, President, Chief Executive Officer and Interim Chairman of the Board.  Effective July 22, 2012, Mr. Kornberg was appointed as the Chief Executive Officer and President of the Company. Mr. Kornberg was appointed Interim Chairman of the Board on August 21, 2013. Mr. Kornberg was elected Interim President and Chief Executive Officer by the Board on April 23, 2012. Mr. Kornberg was elected to the Board on March 9, 2012. Mr. Kornberg is President and founding partner of Atlantic Partners Alliance (APA), a private equity fund based in New York. APA and its affiliates are controlling stockholders of the Company. Prior to founding APA, Mr. Kornberg served as Chief Investment Officer of The Lightstone Group, a national private equity firm and Director of the Lightstone Value Plus REIT, a public company focused on commercial real estate. Mr. Kornberg worked in the capital markets group at Morgan Stanley, and also served as Vice President at The RREEF Funds, one of the leading global pension fund advisors. In December 2013 Mr. Kornberg was appointed to the Board of Directors of Prospect Park Capital Corporation a business development company currently trading on the Canadian TSX exchange.

Ricardo Koenigsberger.  Effective June 25, 2012, Mr. Koenigsberger, was elected to the Board of Directors of Skyline Medical Inc. (the “Company”). Mr. Koenigsberger is currently co-CEO of CV Holdings, Inc. a publically held REIT. In addition he is a managing partner of ROCA Management, a private investment fund focused on the REIT industry. Previously, Mr. Koenigsberger was a partner of Apollo Real Estate, a large private equity firm, where he was responsible for new investments and investment management. At Apollo, he oversaw the investment of over $1 billion in equity. Mr. Koenigsberger graduated summa cum laude from the Wharton School of the University of Pennsylvania.

Thomas J. McGoldrick.  Mr. McGoldrick has served as a director of the Company since 2005. Prior to that, he served as Chief Executive Officer of Monteris Medical Inc. from November 2002 to November 2005. He has been in the medical device industry for over 30 years and was co-founder and Chief Executive Officer of Fastitch Surgical in 2000. Fastitch is a start-up medical device company with unique technology in surgical wound closure. Prior to Fastitch, Mr. McGoldrick was President and Chief Executive Officer of Minntech from 1997 to 2000. Minntech was a $75 million per year publicly traded (Nasdaq-MNTX) medical device company offering services for the dialysis, filtration, and separation markets. Prior to employment at Minntech from 1970 to 1997, he held senior marketing, business development and international positions at Medtronic, Cardiac Pacemakers, Inc. and Johnson & Johnson. Mr. McGoldrick is on the board of directors of two other start-up medical device companies.

Andrew P. Reding.  Mr. Reding is an executive with extensive experience in sales and marketing of capital equipment for the acute care markets. He has served as a director of the Company since 2006 and he is currently the President and Chief Executive Officer of TRUMPF Medical Systems, Inc., a position he has

57

 
 

TABLE OF CONTENTS

held since April 2007. Prior to that, he was Director of Sales at Smith & Nephew Endoscopy and prior to that, he served as Vice President of Sales and Director of Marketing with Berchtold Corporation from 1994 to 2006. His experience is in the marketing and sales of architecturally significant products for the operating room, emergency department and the intensive care unit. Mr. Reding has successfully developed high quality indirect and direct sales channels, implemented programs to interface with facility planners and architects and developed GPO and IDN portfolios. Mr. Reding holds a bachelor’s degree from Marquette University and an MBA from The University of South Carolina.

David O. Johnson, Chief Operating Officer.  Mr. Johnson has been Chief Operating Officer since July 2012. He was previously the Acting Chief Operating Officer since December 2011 and had been a consultant to medical device companies since October 2010. Mr. Johnson has over 30 years’ experience in executive, operations and management positions in rapid growth medical device organizations, directing growth domestically and internationally with products ranging from consumer based disposable commodity items to Class III implantable devices. His experience includes executive management, training, product development, business development, regulatory and quality assurance, operations, supplier development and technology acquisitions. From August 2007 to September 2010 Mr. Johnson was President and CEO of Spring Forest Qigong, an alternative healthcare organization. Prior to August 2007 he had been a co-founder and Vice President of Operations at Epitek, Inc. since January 2005, and prior to that time he was a co-founder and President of Timm Medical Technologies. He also held positions including Vice President —  Operations/Technology at UroHealth/Imagyn, Vice-President Operations at Dacomed Corporation and various technical, operations and training positions at American Medical Systems and Pfizer Corporation. He also holds a number of patents in the medical device field and the exercise fitness industry.

Bob Myers, Chief Financial Officer.  Effective July 1, 2012, Mr. Myers was appointed as the Chief Financial Officer of the Company. Mr. Myers was the Acting Chief Financial Officer and Corporate Secretary for the Company since December 2011. He has over 30 years’ experience in multiple industries focusing on medical device, service and manufacturing and for the past ten years has been a financial contractor represented by various contracting firms in the Minneapolis area. He has spent much of his career as a Chief Financial Officer and/or Controller. Mr. Myers was a contract CFO at Disetronic Medical, contract Corporate Controller for Diametric Medical Devices and contract CFO for Cannon Equipment. Previously he held executive positions with American Express, Capitol Distributors, and International Creative Management and was a public accountant with the international firm of Laventhol & Horwath. Mr. Myers has an MBA in Finance from Adelphi University and a BBA in Public Accounting from Hofstra University.

Dr. Arnon Dreyfuss.  Dr. Dreyfuss has decades of experience in healthcare and entrepreneurship. As an oncologist, he spent his career at Harvard Medical School’s Beth Israel Hospital and the Dana Farber Cancer Institute caring for patients while conducting and leading clinical trials. His scientific work appeared in major medical journals as well as in books and medical conferences. From 1987 to 1998, Dr. Dreyfuss also served as the founder, publisher, editor and Chief Executive Officer of Dreyfuss Hunt, Inc. (formerly The Health Source Corporation), a health and financial information provider and an “Inc. 500” company. He also co-founded epodia.com, a teaching material network, now owned and operated by the University of Pennsylvania. During the past decade, Dr. Dreyfuss has been consulting, advising and investing in start-up companies, particularly in the healthcare space. Dr. Dreyfuss obtained his undergraduate degree from the Sackler School of Medicine at Tel Aviv University and his Doctorate in Medicine from Hadassah Medical School at the Hebrew University in Jerusalem. He completed his residency training in Internal Medicine in 1984 at Tufts-New England Medical Center in Boston, which included a three-month rotation at the Clinical Research Institute in Nairobi, Kenya. In 1987 he completed a three-year combined Hematology and Oncology Fellowship at Harvard Medical School. In 1986, Dr. Dreyfuss received a Postdoctoral Fellowship Award from the American Cancer Society. He has been a member of the American Medical Association since 1987 and the American Society of Clinical Oncology since 1989.

Frank Mancuso, Jr.  Mr. Mancuso is a veteran of the film production industry with more than 30 years of industry experience. He is currently the President of Boss Media, LLC, which he co-founded in 2010. Prior to joining Boss Media, Mr. Mancuso was the President of 360 Pictures, LLC and FGM Entertainment Inc. Mr. Mancuso also has an extensive background in healthcare and has served on the boards of multiple public companies. Mr. Mancuso has been a director of Prospect Park Capital Corp. (TSX VENTURE: PPK.P), a

58

 
 

TABLE OF CONTENTS

company whose strategy is to invest in early to mid-stage healthcare companies. Previously, he was a director at Delcath Systems, Inc. (NASDAQ: DCTH), a healthcare device company dedicated to the infusion of high dose chemotherapy to targeted areas of the body for the treatment of cancer. Mr. Mancuso obtained a Bachelor of Arts degree in business and graduated with honors from Upsala College in 1980.

Family Relationships

There are no family relationships among our directors and executive officers.

Audit Committee of the Board; Audit Committee Financial Expert

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements.

The functions of the Audit Committee include, among other things:

• serving as an independent and objective party to monitor our financial reporting process and internal control system;
• coordinating, reviewing and appraising the audit efforts of our independent auditors and management and, to the extent we have an internal auditing or similar department or persons performing the functions of such department (“internal auditing department” or “internal auditors”), the internal auditing department; and
• communicating directly with the independent auditors, financial and senior management, the internal auditing department, and the Board of Directors regarding the matters related to the committee’s responsibilities and duties.

Both our independent registered public accounting firm and management periodically meet privately with the Audit Committee.

Our Audit Committee currently consists of Mr. Koenigsberger as the chairperson, Mr. McGoldrick and Mr. Reding. The Board of Directors has appointed Ricardo Koenigsberger to the Audit Committee. Mr. Koenigsberger has a strong and vast financial history specializing in investment banking and management. Mr. Koenigsberger graduated from the Wharton School of Business of the University of Pennsylvania summa cum laude; he qualifies as a financial expert and meets independence within the meaning of NASDAQ’s listing standards. Each Audit Committee member is a non-employee director of our Board. The Board of Directors reviews the NASDAQ listing standards definition of independence for Audit Committee members on an annual basis and has determined that all current members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Audit Committee has met four times in fiscal 2013.

Director Independence

Although we are not required to comply with The NASDAQ Capital Market listing standards, we use these listing standards as our guide toward determining independence of our directors and other areas of corporate governance. Under NASDAQ listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board of Directors consults with our counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NASDAQ, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management, and its independent registered public accounting firm, the Board of Directors has affirmatively determined that the following directors and nominees are independent directors within the meaning of the NASDAQ listing standards: Messrs. McGoldrick, Reding, Koenigsberger, Mancuso and Dr. Dreyfuss. In making this determination, the Board of Directors found that none of these directors and nominees had a material or other

59

 
 

TABLE OF CONTENTS

disqualifying relationship with the Company. Mr. Kornberg, our President and Chief Executive Officer, is not independent by virtue of his managing partnership position with SOK Partners. Mr. Koenigsberger is a shareholder of SOK Partners, LLC.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors currently consists of two directors, Dr. Dreyfuss, as the chairperson, and Mr. Mancuso. All members of the Compensation Committee were appointed by the Board of Directors, and consist entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and “independent” as independence is currently defined in Rule 4200(a) (15) of the NASDAQ listing standards. In fiscal 2013, the Compensation Committee met two times. The functions of the Compensation Committee include, among other things:

• approving the annual compensation packages, including base salaries, incentive compensation, deferred compensation and stock-based compensation, for our executive officers;
• administering our stock incentive plans, and subject to board approval in the case of executive officers, approving grants of stock, stock options and other equity awards under such plans;
• approving the terms of employment agreements for our executive officers;
• developing, recommending, reviewing and administering compensation plans for members of the Board of Directors;
• reviewing and discussing the compensation discussion and analysis with management; and
• preparing any compensation committee report required to be included in the annual proxy statement.

All Compensation Committee approvals regarding compensation to be paid or awarded to our executive officers are rendered with the full power of the Board, though not necessarily reviewed by the full Board.

Our Chief Executive Officer may not be present during any Board or Compensation Committee voting or deliberations with respect to his compensation. Our Chief Executive Officer may, however, be present during any other voting or deliberations regarding compensation of our other executive officers, but may not vote on such items of business.

As indicated above, the Compensation Committee consists of Dr. Dreyfuss and Mr. Mancuso. No member of the Compensation Committee has ever been an executive officer or employee of ours. None of our officers currently serves, or has served during the last completed year, on the compensation committee or the board of directors of any other entity that has one or more officers serving as a member of the Board of Directors or the Compensation Committee.

Governance/Nominating Committee

The Governance/Nominating Committee of the Board of Directors currently consists of Mr. McGoldrick, as the chairperson, and Mr. Koenigsberger, each of whom is an “independent director,” as such term is defined by The NASDAQ Market Listing Rule 5605(a)(2), and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

The members of the Committee shall be elected annually by the Board. Committee members may be removed for any reason or no reason at the discretion of the Board, and the Board may fill any Committee vacancy that is created by such removal or otherwise. The Committee’s chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson upon the affirmative vote of a majority of the directors serving on the Committee.

The Committee may form and delegate authority to subcommittees as it may deem appropriate in its sole discretion.

60

 
 

TABLE OF CONTENTS

Structure and Meetings

The chairperson of the Committee presides at each meeting and, in consultation with the other members of the Committee, sets the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee ensures that the agenda for each meeting is circulated to each Committee member in advance of the meeting. The Committee reports its actions and recommendations to the Board.

Goals and Responsibilities

In furtherance of its purposes, the Committee:

• Evaluates the composition, organization and governance of the Board, determines future requirements and make recommendations to the Board for approval;
• Determines desired Board and committee skills and attributes and criteria for selecting new directors;
• Reviews candidates for Board membership consistent with the Committee’s criteria for selecting new directors and annually recommend a slate of nominees to the Board for consideration at the Company’s annual shareholders’ meeting;
• Reviews candidates for Board membership, if any, recommended by the Company’s shareholders;
• Conducts the appropriate and necessary inquiries into the backgrounds and qualifications of possible director candidates;
• Evaluates and considers matters relating to the qualifications and retirement of directors;
• Develops a plan for, and consults with the Board regarding, management succession; and
• Advises the Board generally on corporate governance matters.

In addition, the Committee, if and when deemed appropriate by the Board or the Committee, develop and recommend to the Board a set of corporate governance principles applicable to the Company, and review and reassess the adequacy of such guidelines annually and recommend to the Board any changes deemed appropriate. The Committee also advises the Board on (a) committee member qualifications, (b) appointments, removals and rotation of committee members, (c) committee structure and operations (including authority to delegate to subcommittees), and (d) committee reporting to the Board. Finally, the Committee performs any other activities consistent with this Charter, the Company’s certificate of incorporation, bylaws and governing law as the Committee or the Board deems appropriate.

The Committee will review and reassess at least annually the adequacy of the Charter and recommend any proposed changes to the Board for approval.

Committee Resources

The Committee has the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.

Diversity

The Board of Directors does not currently have a policy regarding attaining diversity on the Board.

61

 
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

The following table provides information regarding the compensation earned during the fiscal years ended December 31, 2013 and December 31, 2012 by each of the named executive officers:

Summary Compensation Table for Fiscal 2013 and 2012

             
Name and Principal Position   Year   Salary(5)   Bonus   Stock
Awards		   Option
Awards(1)		   All Other
Compensation(6)		   Total
Compensation
Joshua Kornberg,
CEO, President(2)		     2013     $ 238,691     $ 50,000     $ —     $ 689,169     $ 36,000     $ 1,013,860  
    2012     $ 45,000     $ —     $ 45,000     $ 345,044     $ 112,162     $ 547,206  
David O. Johnson,
COO(3)		     2013     $ 161,466     $ 50,000     $ —     $ 68,252     $ 10,350     $ 290,068  
    2012     $ 35,625     $ —     $ —     $ 57,507     $ 65,725     $ 158,857  
Bob Myers,
CFO(4)		     2013     $ 140,561     $ 62,500     $ —     $ 56,877     $ 1,133     $ 261,071  
    2012     $ 30,933     $ —     $ —     $ 57,507     $ 15,000     $ 103,440  

(1) Represents the actual compensation cost recognized during 2013 and 2012 as determined pursuant to FASB ASC 718 — Stock Compensation utilizing the assumptions discussed in Note 3, “Stock Options and Warrants,” in the notes to the financial statements included in this prospectus.
(2) Mr. Kornberg became a consultant on March 13, 2012, interim CEO on April 4, 2012 and CEO on July 1, 2012. Mr. Kornberg’s bonus earned in 2013 was 75% of his base salary, $187,500, and will be paid in 2014. Mr. Kornberg was also awarded 225% of his base salary in the form of options to purchase 2,445,652 shares of common stock at $0.23. Mr. Kornberg received a salary increase of $25,000 in March 2014. In 2013 he also received options to purchase 34,242 shares of common stock as fees for serving on the Board of Directors. Mr. Kornberg received options to purchase 14,400,000 shares at $0.075 in 2013 as part of his 2012 bonus. Mr. Kornberg’s 2012 cash bonus was for $360,000 payable in 2013; he was paid $50,000 in 2013 and the Company has the remainder recorded as an accrued liability. Mr. Kornberg received options to purchase 6,000,000 shares at $0.08 following his appointment in 2012.
(3) Mr. Johnson was a contract employee from December 2011 to June 30, 2012 and became COO on July 1, 2012. Mr. Johnson’s bonus awarded by the Board in 2013 was fifty percent in cash ($72,000) payable in 2014 and fifty percent in the form of options to purchase 304,348 shares of common stock at $0.23 per share. The bonus awarded by the Board in 2012 was fifty percent in cash ($75,000) payable in 2013 and fifty percent in the form of options to purchase 948,368 shares of common stock at $0.079. Mr. Johnson was paid $50,000 in 2013 and the Company has the remainder recorded as an accrued liability. Following his 2012 appointment Mr. Johnson was granted options to purchase 1,000,000 shares of common stock at $0.08 per share.
(4) Mr. Myers was a contract employee from December 2011 to June 30, 2012 and became CFO on July 1, 2012. Mr. Myers’s bonus awarded by the Board in 2013 was fifty percent in cash ($60,000) payable in 2014 and fifty percent in the form of options to purchase 260,870 shares of common stock at $0.23 per share. The bonus awarded by the Board in 2012 was fifty percent in cash ($62,500) payable in 2013 and fifty percent in the form of options to purchase 791,140 shares of common stock at $0.079. Mr. Myers was paid $62,500 in 2013. Mr. Myers received a salary increase of $15,000 in March 2014. Following his 2012 appointment Mr. Myers was granted options to purchase 1,000,000 shares of common stock at $0.08 per share.
(5) Salaries shown, where applicable are net of the 401(k) retirement plan put in place during 2013.
(6) All Other Compensation in 2013 consists of consulting income for Messrs. Johnson and Myers remaining due from 2012 and paid in 2013. Mr. Kornberg’s All Other Compensation consists of health insurance reimbursement for 2013.

62

 
 

TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year-end for Fiscal 2013

The following table sets forth certain information regarding outstanding equity awards held by the named executive officers as of December 31, 2013:

         
  Option Awards
     Grant Date   Number of
Securities
Underlying
Options
Exercisable		   Number of
Securities
Underlying
Options
Unexercisable		   Option
Exercise Price		   Option
Expiration Date
Joshua Kornberg(1)     8/13/2012       6,000,000       —     $ 0.08       8/13/2022  
       3/14/2013       14,400,000       —     $ 0.075       3/14/2023  
       9/30/2013       15,723       —     $ 0.318       9/30/2018  
       12/31/2013       18,519       —     $ 0.27       12/31/2018  
       3/6/2014       2,445,652       —     $ 0.23       3/6/2024  
David O. Johnson     8/13/2012       1,000,000       —     $ 0.08       8/13/2022  
       3/18/2013       949,368       —     $ 0.079       3/18/2023  
       3/6/2014       303,348       —     $ 0.23       3/6/2024  
Bob Myers     8/13/2012       1,000,000       —     $ 0.08       8/13/2022  
       3/18/2013       791,140       —     $ 0.079       3/18/2023  
       3/6/2014       260,870       —     $ 0.23       3/6/2024  

(1) Does not reflect an award of 5,000,000 shares of restricted stock which the Compensation Committee has approved. Such shares would vest upon certain changes in control of the Company.

Executive Compensation Components for Fiscal 2013

Base Salary.  Base salary is an important element of our executive compensation program as it provides executives with a fixed, regular, non-contingent earnings stream to support annual living and other expenses. As a component of total compensation, we generally set base salaries at levels believed to attract and retain an experienced management team that will successfully grow our business and create shareholder value. We also utilize base salaries to reward individual performance and contributions to our overall business objectives, but seek to do so in a manner that does not detract from the executives’ incentive to realize additional compensation through our stock options and restricted stock awards.

The Compensation Committee reviews the Chief Executive Officer’s salary at least annually. The Compensation Committee may recommend adjustments to the Chief Executive Officer’s base salary based upon the Compensation Committee’s review of his current base salary, incentive cash compensation and equity-based compensation, as well as his performance and comparative market data. The Compensation Committee also reviews other executives’ salaries throughout the year, with input from the Chief Executive Officer. The Compensation Committee may recommend adjustments to other executives’ base salary based upon the Chief Executive Officer’s recommendation and the reviewed executives’ responsibilities, experience and performance, as well as comparative market data.

In utilizing comparative data, the Compensation Committee seeks to recommend salaries for each executive at a level that is appropriate after giving consideration to experience for the relevant position and the executive’s performance. The Compensation Committee reviews performance for both our Company (based upon achievement of strategic initiatives) and each individual executive. Based upon these factors, the Compensation Committee may recommend adjustments to base salaries to better align individual compensation with comparative market compensation, to provide merit-based increases based upon individual or company achievement, or to account for changes in roles and responsibilities.

Stock Options and Other Equity Grants.  Consistent with our compensation philosophies related to performance-based compensation, long-term shareholder value creation and alignment of executive interests with those of shareholders, we make periodic grants of long-term compensation in the form of stock options or restricted stock to our executive officers, directors and others in the organization.

63

 
 

TABLE OF CONTENTS

Stock options provide executive officers with the opportunity to purchase common stock at a price fixed on the grant date regardless of future market price. A stock option becomes valuable only if the common stock price increases above the option exercise price and the holder of the option remains employed during the period required for the option shares to vest. This provides an incentive for an option holder to remain employed by us. In addition, stock options link a significant portion of an employee’s compensation to shareholders’ interests by providing an incentive to achieve corporate goals and increase shareholder value. Under the 2012 Plan, we may also make grants of restricted stock awards, restricted stock units, performance share awards, performance unit awards and stock appreciation rights to officers and other employees. We adopted the 2012 Plan to give us flexibility in the types of awards that we could grant to our executive officers and other employees.

Limited Perquisites; Other Benefits.  We provide our employees with a full complement of employee benefits, including health and dental insurance, long term disability insurance, life insurance, a 401(k) plan, FSA flex plan and Section 125 plan. Mr. Kornberg receives $3,000 monthly as a health insurance reimbursement in lieu of accepting the Company medical plan benefits.

Employment Contracts

Employment Agreement with Chief Executive Officer

Base Salary.  Our employment agreement, dated March 14, 2013, with Joshua Kornberg, President, Chief Executive Officer and Interim Chairman of the Board, provided that his initial annual base salary would be $250,000 and that his base salary for subsequent years is to be determined by the Board. Effective in March 2014 Mr. Kornberg’s annualized base salary was increased to $275,000. We offered this amount as part of a package of compensation to ensure that we retain Mr. Kornberg in his current capacity with our Company. The compensation package for Mr. Kornberg was designed to provide annual cash compensation, combined with the equity compensation described below, sufficient to induce him to remain with the Company and continue to incentivize him to create revenue growth and shareholder value. Based upon the recommendation of the Compensation Committee, the Board approved an increase to Mr. Kornberg’s base salary rate from $180,000 to $250,000 for calendar 2014.

Compensation and Related Matters.  Notwithstanding the terms of the Existing Employment Agreement, in connection with the Mr. Kornberg’s employment with the Company from April 24, 2012 to December 31, 2012, the Executive shall receive, or has received, the following incentive compensation payments in lieu of the payments described in Section 2(b) of the Existing Employment Agreement:

2012 Annual Bonus.  Mr. Kornberg shall receive a cash bonus equal to Three Hundred Sixty Thousand Dollars ($360,000), which is equal to two hundred percent (200%) of the Executive’s annual Base Salary in 2012, payable in a lump sum no later than the Company’s first regularly scheduled payroll date after the Effective Date. In March 2014 Mr. Kornberg was awarded a $187,500 cash bonus equal to 75% of his base salary, and 225% of his base salary in the form of options to purchase 2,445,652 shares of common stock at $0.23.

Incentive Compensation.  In connection with his employment during the Term, Mr. Kornberg shall be eligible to receive cash and/or equity incentive compensation as determined by the Board and/or the Compensation Committee from time to time, including, without limitation, the incentive compensation described below:

Annual Bonus.  Mr. Kornberg shall be eligible to receive with respect to each calendar year ending during the Term of the Executive’s employment with the Company a bonus payment subject to the terms of this Section (the “Annual Bonus”). The amount of the Annual Bonus shall be determined based on the attainment of reasonable Company and/or individual performance metrics established and revised annually by the Compensation Committee and/or Board in consultation with Mr. Kornberg, which shall be set at or about the beginning of the given year to which the metrics relate. Mr. Kornberg’s target Annual Bonus shall be one hundred fifty percent (150%) of his Base Salary (the “Target Annual Bonus”); provided, however, that the actual amount of the Annual Bonus for each calendar year shall be determined by the Compensation Committee and/or the Board based on relative level of achievement of the applicable metrics and which may be in an amount greater or less than the Target Annual Bonus but shall not be less than fifty percent (50%) of the Target Annual Bonus (the “Minimum Bonus”). The Annual Bonus shall be payable in a single lump sum

64

 
 

TABLE OF CONTENTS

in cash between January 1 and March 15 of the year following the calendar year to which such Annual Bonus relates. Except as otherwise provided in this Agreement, to earn and be entitled to payment of an Annual Bonus in respect of a given calendar year, Mr. Kornberg must be employed by the Company on the last day (i.e., December 31st) of the calendar year to which the bonus relates. Notwithstanding the foregoing, Mr. Kornberg (or his estate, if applicable) shall receive a pro-rata portion of the Target Annual Bonus (calculated as if all applicable performance metrics had been attained at one hundred percent (100%) and based on the portion of the calendar year during which the Executive was employed) (the “Pro-Rata Bonus”) for the calendar year during which the Executive’s employment terminates due to: (i) termination by the Company without Cause (as defined below); (ii) termination by the Executive for Good Reason (as defined below); or (iii) termination due to the Executive’s death or Disability (as defined below).

2012 Stock Option Award Grant.  On March 14, 2013, the Company granted to Mr. Kornberg Fourteen Million Four Hundred Thousand (14,400,000) stock options, which is equal to (A) Three Hundred Sixty Thousand Dollars ($360,000) (i.e., two hundred percent (200%) of the Executive’s annual Base Salary in 2012); divided by (B) the price of a share of common stock of the Company on the day preceding the date of grant; multiplied by (C) three (3) (the “2012 Stock Option Award Grant”). The 2012 Stock Option Award Grant will be fully vested on the date of grant. If the shares covered by the 2012 Stock Option Award Grant exceed, as of the date of grant, the number of shares of common stock which may be issued under the Skyline Medical Inc. 2012 Stock Incentive Plan (the “Plan”) as last approved by the shareholders of the Company, then the 2012 Stock Option Award Grant shall be void with respect to such excess shares, unless shareholder approval of an amendment sufficiently increasing the number of shares of common stock issuable under the Plan is obtained in accordance with the provisions of the Plan on or before June 30, 2013.

2012 Restricted Stock Award Grant.  On March 14, 2013, the Company granted to Mr. Kornberg Five Million (5,000,000) shares of common stock, subject to the restrictions contained in the applicable award agreement (the “2012 Restricted Stock Award Grant”). The 2012 Restricted Stock Award Grant will fully vest on a Change in Control (as defined below), as provided in the applicable award agreement. If the shares covered by the 2012 Restricted Stock Award Grant exceed, as of the date of grant, the number of shares of common stock which may be issued under the Plan as last approved by the shareholders of the Company, then the 2012 Restricted stock Award Grant shall be void with respect to such excess shares, unless shareholder approval of an amendment sufficiently increasing the number of shares of common stock issuable under the Plan is obtained in accordance with the provisions of the Plan on or before June 30, 2013.

Equity Incentive Grants.  Mr. Kornberg shall receive annual equity incentive grants (e.g., stock options, restricted stock or other stock-based awards) with respect to each calendar year ending during the Term of Mr. Kornberg’s employment with the Company, which shall be granted on December 31st of the calendar year to which such grant pertains (each an “Annual Grant”). Each Annual Grant shall be granted in accordance with the terms and conditions of the applicable equity incentive plan or plans then in effect and will be evidenced by an award agreement issued under the applicable plan. The target aggregate grant date fair value of each such Annual Grant shall be two hundred percent (200%) of Mr. Kornberg’s Base Salary (the “Target Grant”); provided, however, that the actual amount of any such award shall be determined in the reasonable discretion of the Compensation Committee and/or the Board and may be greater than the Target Grant but shall not be less than the Target Grant. Each Annual Grant shall be fully vested on the date of grant; provided, however, that any equity incentive grant Mr. Kornberg receives that is not an Annual Grant will be subject to the vesting provisions contained in the applicable award agreement.

Compensation Upon Termination.

Termination Generally.  If Mr. Kornberg’s employment with the Company is terminated for any reason, the Company shall pay or provide to Mr. Kornberg (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination (paid on or before the time required by law but in no event more than thirty (30) days after the Date of Termination); (ii) if the Date of Termination occurs following the end of a given calendar year, but prior to payment of the Annual Bonus with respect to such year, the Annual Bonus payable for such prior calendar year (paid in accordance with Section 2(c)(i))of the Employment Contract; (iii) if applicable under Section 2(c)(i), the Pro-Rata Bonus for the year during which the Date of Termination occurs (paid at the time the Company pays bonuses with respect to such year); (iv) unpaid expense reimbursements (subject to, and in accordance with, Sections 2(d), 2(f) and 2(i) of the Employment

65

 
 

TABLE OF CONTENTS

Contract) and, if applicable under Section 2(h) of the Employment Contract, unused vacation that accrued through the Date of Termination (paid on or before the time required by law but in no event more than thirty (30) days after the Date of Termination); and (v) any vested benefits the Executive may have under any Executive Benefit Plan or other employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such benefit plans (collectively, the “Accrued Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if Mr. Kornberg’s employment is terminated by the Company without Cause as provided in Section 3(d) the Employment Contract or Mr. Kornberg terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay Mr. Kornberg his Accrued Benefits (as provided in Section 4(a) of the Employment Contract). In addition, subject to Mr. Kornberg signing a full and final release of all releasable claims in favor of the Company and related persons and entities in a reasonable form and manner reasonably satisfactory to the Company (the “Release”) and the expiration of the applicable revocation period for the Release:

a. the Company shall pay Mr. Kornberg an amount equal to two (2) times the sum of (x) the Executive’s Base Salary; and (y) the Executive’s Target Annual Bonus (i.e., one hundred percent (100%) of the Target Annual Bonus amount as if employed for the full year and all applicable performance metrics had been fully achieved) (the “Severance Amount”). The Severance Amount shall be paid in a cash lump sum payment within sixty (60) days after the Date of Termination; provided, however, that if the sixty (60) day period begins in one calendar year and ends in a second calendar year, the lump sum payment of the Severance Amount shall be paid in the second calendar year (but prior to the end of the sixty (60) day period). Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2);
b. effective upon the Date of Termination, all stock options and other stock-based awards (including, without limitation, all such awards/grants under Sections 2(b)(ii) and 2(c)(ii)) of the Employment Contract held by Mr. Kornberg and all yet unvested portions thereof shall immediately and fully accelerate and vest and become exercisable or nonforfeitable as of the Date of Termination (to the extent that the Release is not effective as of the Date of Termination, the Company shall take all necessary corporate action to ensure that no such stock-based awards terminate or are forfeited by Mr. Kornberg from the Date of Termination until the date such accelerated vesting and/or exercisability becomes effective);
c. if the Annual Grant had not been made with respect to the year in which the Date of Termination occurs, the Company shall grant to Mr. Kornberg on the Date of Termination such number of shares of common stock with an aggregate fair market value on the Date of Termination equal to two hundred percent (200%) of Mr. Kornberg’s Base Salary (which grant shall be fully vested on the Date of Termination); and
d. the Company shall provide Mr. Kornberg (and, as applicable, his spouse and eligible dependents) with continued medical (health, dental, and vision), life insurance (as provided in Section 2(g) of the Employment Contract) and disability benefits, at the Company’s expense, to the same extent in which the Executive participated prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, if the Company cannot provide, for any reason, Mr. Kornberg or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph (at the Company’s expense), the Company shall pay to Mr. Kornberg a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Mr. Kornberg with respect to any Federal, state or local taxation due on such single sum cash payment. If Mr. Kornberg (and his spouse and dependents, as applicable) was/were covered by Mr. Kornberg’s own health insurance premiums for which Mr. Kornberg was being reimbursed pursuant to Section 2(t) of the Employment Contract, then the Company shall pay to Mr. Kornberg a single sum

66

 
 

TABLE OF CONTENTS

cash payment, payable within sixty (60) days following the Date of Termination, equal to the total amount of the monthly premiums for such insurance coverage for a period of eighteen (18) months.

Change in Control Payment.  The provisions of this set forth certain terms of an agreement reached between Mr. Kornberg and the Company regarding Mr. Kornberg’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance Mr. Kornberg’s continued attention and dedication to his assigned duties and his objectivity during the pendency and/or after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4 of the Employment Contract regarding severance pay and benefits upon a termination of employment by the Company without Cause as provided in Section 3(d) of the Employment Contract, if such termination of employment occurs in connection with or within eighteen (18) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning eighteen (18) months after the occurrence of a Change in Control if Mr. Kornberg remains employed with the Company through and at such time.

Change in Control.  In the event of a Change in Control (as defined below):

a. notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by Mr. Kornberg (including, without limitation, all such awards/grants under Sections 2(b)(ii) and 2(c)(ii)) the Employment Contract and all yet unvested portions thereof shall immediately and fully accelerate and vest and become fully exercisable or nonforfeitable as of immediately prior to the closing or occurrence (as applicable) of the event constituting the Change in Control; and
b. if, in connection with or within eighteen (18) months after a Change in Control, Mr. Kornberg’s employment is terminated by the Company without Cause as provided in Section 3(d) the Employment Contract or Mr. Kornberg terminates his employment for any reason, then the Company shall pay Mr. Kornberg his Accrued Benefits (as provided in Section 4(a) above). In addition, subject to the signing of the Release by the Executive and the expiration of the applicable revocation period for the Release:
(A) the Company shall pay Mr. Kornberg a lump sum in cash in an amount equal to three (3) times the sum of (A) Mr. Kornberg’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher); and (B) Mr. Kornberg’s Target Annual Bonus (or Mr. Kornberg’s Target Annual Bonus in effect immediately prior to the Change in Control, if higher). Such payment shall be paid within sixty (60) days after the Date of Termination; provided, however, that if the sixty (60) day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year (but prior to the end of the sixty (60) day period);
(B) to the extent not covered by and accelerated pursuant to Section 5(a)(i) of the Employment Contract, effective upon the Date of Termination all stock options and other stock-based awards (including, without limitation, all such awards/grants under Sections 2(b)(ii) and 2(c)(ii)) of the Employment Contract held by Mr. Kornberg and all yet unvested portions thereof shall immediately and fully accelerate and vest and become exercisable or nonforfeitable as of the Date of Termination (to the extent that the Release is not effective as of the Date of Termination, the Company shall take all necessary corporate action to ensure that no such stock-based awards terminate or are forfeited by Mr. Kornberg from the Date of Termination until the date such accelerated vesting and/or exercisability becomes effective);
(C) if the Annual Grant had not been made with respect to the year in which the Date of Termination occurs, the Company shall grant to Mr. Kornberg on the Date of Termination such number of shares of common stock with an aggregate fair market value on the Date of Termination equal to two hundred percent (200%) of Mr. Kornberg’s Base Salary (which grant shall be fully vested on the Date of Termination);
(D) the Company shall provide Mr. Kornberg (and, as applicable, his spouse and eligible dependents) with continued medical (health, dental, and vision), life insurance (as provided in

67

 
 

TABLE OF CONTENTS

Section 2(g) of the Employment Contract) and disability benefits, at the Company’s expense, to the same extent in which Mr. Kornberg participated prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, if the Company cannot provide, for any reason, Mr. Kornberg or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph (at the Company’s expense), the Company shall pay to Mr. Kornberg a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Mr. Kornberg with respect to any Federal, state or local taxation due on such single sum cash payment. If Mr. Kornberg (and his spouse and dependents, as applicable) was/were covered by Mr. Kornberg’s own health insurance premiums for which Mr. Kornberg was being reimbursed pursuant to Section 2(f) of the Employment Contract, then the Company shall pay to Mr. Kornberg a single sum cash payment, payable within sixty (60) days following the Date of Termination, equal to the total amount of the monthly premiums for such insurance coverage for a period of eighteen (18) months;
(E) Gross-Up Payment.
(i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the amount of any compensation, payment or distribution by the Company to or for the benefit of Mr. Kornberg, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Mr. Kornberg with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Mr. Kornberg shall be entitled to receive an additional payment or payments (collectively, the “Gross-Up Payment”) such that the net amount retained by Mr. Kornberg, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by this Section, and any interest and/or penalties assessed with respect to such Excise Tax, shall be equal to the Severance Payments.
(ii) Subject to the provisions of Section 5(b)(iii) of the Employment Contract, all determinations required to be made under this clause (ii), including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Mr. Kornberg within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or Mr. Kornberg. For purposes of determining the amount of the Gross-Up Payment, Mr. Kornberg shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Mr. Kornberg’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment, if any, as determined pursuant to this clause (ii), shall be paid to the relevant tax authorities as withholding taxes on behalf of Mr. Kornberg at such time or times when each Excise Tax payment is due. Any determination by the Accounting Firm shall be binding upon the Company and Mr. Kornberg. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”). In the event that the Company exhausts its remedies

68

 
 

TABLE OF CONTENTS

pursuant to Section 5(b)(iii) of the Employment Contract and Mr. Kornberg thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Mr. Kornberg in connection with the proceedings described in Section 5(b)(iii) of the Employment Contract, shall be promptly paid by the Company to the relevant tax authorities as withholding taxes on behalf of Mr. Kornberg.
(iii) Mr. Kornberg shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Mr. Kornberg knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Mr. Kornberg shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Mr. Kornberg in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Executive shall:
(A) give the Company any information reasonably requested by the Company relating to such claim;
(B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company;
(C) cooperate with the Company in good faith in order to effectively contest such claim; and
(D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Mr. Kornberg harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses.
(iv) If, after a Gross-Up Payment by the Company on behalf of Mr. Kornberg pursuant to this Section 5(b) of the Employment Contract, Mr. Kornberg becomes entitled to receive any refund with respect to such claim, Mr. Kornberg shall (subject to the Company’s complying with the requirements of Section 5(b)(iii) of the Employment Contract) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

Definitions.  For purposes of Section 5 of the Employment Contract, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(i) there is consummated a merger, consolidation, statutory exchange or reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;

69

 
 

TABLE OF CONTENTS

(ii) any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly, is controlled by or is under common control with the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) thirty percent (30%) or more of the total combined voting power of the securities (determined by the power to vote with respect to the elections of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s shareholders;
(iii) there is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license, or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license, or other disposition; or
(iv) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new director was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new director shall, for purposes of sentence, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (ii) solely as the result of (A) the acquisition of additional securities by Dr. Samuel Herschkowitz, Joshua Kornberg or their affiliates; or (B) a repurchase or other acquisition of securities by the Company which, by reducing the number of shares of voting securities outstanding, increases the proportionate number of voting securities beneficially owned by any person to thirty percent (30%) or more of the combined voting power of all of the then outstanding voting securities; provided, however, that if any person referred to in this clause (B) shall thereafter become the beneficial owner of any additional shares of voting securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns thirty percent (30%) or more of the combined voting power of all of the then outstanding voting securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (ii).

Employment Agreements with Chief Operating Officer and Chief Financial Officer.

On August 13, 2012, the Company entered into employment agreements with David O. Johnson, who has served as Chief Operating Officer since July 1, 2012, and Bob Myers, who has served as Chief Financial Officer since July 1, 2012 (Messrs. Johnson and Myers are referred to as the “executives”). Under the agreements the employment of each of these individuals with the Company is at will.

The annualized base salaries of Messrs. Johnson and Myers were $150,000 and $125,000, respectively for their first year employed. Effective July 1, 2013 the annualized base salaries of Messrs. Johnson and Myers were $180,000 and $150,000, respectively. Effective in March 2014 Mr. Myers annualized base salary was increased to $165,000. Such base salaries may be adjusted by the Company but may not be reduced except in connection with a reduction imposed on substantially all employees as part of a general reduction. The executives will also each be eligible to receive an annual incentive bonus for each calendar year at the end of which he remains employed by the Company, subject to the attainment of certain objectives. The executives have a minimum bonus guarantee of twenty percent (20%) of their annualized salary. Messrs. Johnson and Myers each had received ten year stock options to purchase 1 million shares of common stock at $0.08 per share with each option vested immediately with respect to 700,000 shares and with the remaining 300,000 shares to vest 18 months after the date of grant. The executives received bonuses for 2012 equal to

70

 
 

TABLE OF CONTENTS

one hundred percent (100%) of their annualized salary; fifty percent (50%) in cash and fifty percent (50%) in options to purchase 949,368 and 791,140 shares of common stock, respectively, at $0.079 per share, with each option vesting immediately. Also, in 2013 the 300,000 unvested shares for Messrs. Johnson and Myers were accelerated to immediate vesting.

If the Company terminates the executive’s employment without cause or if the executive terminates his employment for “good reason,” he shall be entitled to receive from Company severance pay in an amount equal to (a) before the first anniversary of the date of the agreement, three months of base salary, or (b) on or after the first anniversary of the date of the agreement, twelve months of base salary, in either case less applicable taxes and withholdings. In that event, he will receive a bonus payment on a pro-rata basis through the date of termination and any accrued, unused vacation pay. The severance pay, bonus payment, and other consideration are conditioned upon executive’s execution of a full and final release of liability. “Cause” is defined to mean the executive engages in willful misconduct or fails to follow the reasonable and lawful instructions of the Board, if such conduct is not cured within 30 days after notice; the executive embezzles or misappropriates assets of Company or any of its subsidiaries; the executive’s violation of his obligations in the agreement, if such conduct is not cured within 30 days after notice; breach of any agreement between the executive and the Company or to which Company and the executive are parties, or a breach of his fiduciary responsibility to the Company; commission by of fraud or other willful conduct that adversely affects the business or reputation of Company; or, Company has a reasonable belief the executive engaged in some form of harassment or other improper conduct prohibited by Company policy or the law. “Good reason” is defined as (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; or (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 100 miles from Employee’s prior office location. In all cases of Good Reason, Employee must have given notice to Company that an alleged Good Reason event has occurred and the circumstances must remain uncorrected by Company after the expiration of (30) days after receipt by Company of such notice.

During each executive’s employment with the Company and for twelve months thereafter, regardless of the reason for the termination, he will not engage in a competing business, as defined in the agreement and will not solicit any person to leave employment with the Company or solicit clients or prospective clients of the Company with whom he worked, solicited, marketed, or obtained confidential information about during his employment with the Company, regarding services or products that are competitive with any of the Company’s services or products.

Potential Payments Upon Termination or Change of Control

Most of our stock option agreements provide for an acceleration of vesting in the event of a change in control as defined in the 2012 Stock Incentive Plan. Also, see “Employment Contracts” above.

Most of our stock option agreements provide for an acceleration of vesting in the event of a change in control as defined in the agreements and in the 2012 Stock Incentive Plan. Additionally, the restricted stock agreements that were awarded to management and directors in 2013 also provide for an acceleration of vesting in the event there is a change in control as defined in the 2012 Plan. Also, see “Employment Contracts” above.

Adoption of 2012 Stock Incentive Plan

2012 Stock Incentive Plan.  On August 13, 2012, the board adopted the 2012 Stock Incentive Plan (the “Plan”) and the Plan became effective. The shareholders approved the Plan on September 20, 2013. The Plan replaced the 2008 Equity Incentive Plan (the “2008 Plan”). A summary of the Plan is as follows:

General.  The purpose of the Plan is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees, certain key consultants and directors of the Company. The Plan is administered by the compensation committee, or if no committee is designated, the board. The compensation committee may grant incentives to employees (including officers) of the Company or its subsidiaries, members of the board, and consultants or other independent contractors who provide services to the Company or its subsidiaries, in the following forms: (a) non-statutory stock options and incentive stock options; (b) stock appreciation rights (“SARs”); (c) stock awards; (d) restricted stock; (e) restricted stock units (“RSUs”); and (f) performance awards.

71

 
 

TABLE OF CONTENTS

Shares Subject to Plan.  Subject to adjustment, the number of shares of common stock which may be issued under the Plan shall not exceed 100,000,000 shares. In addition, any shares that were available in the reserve of the 2008 Plan were added to the Plan share reserve for issuance under the Plan. If an incentive granted under the Plan or under the 2008 Plan expires or is terminated or canceled unexercised as to any shares of common stock or forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited and reacquired shares may again be issued under the Plan pursuant to another incentive.

Description of Incentives.

Stock Options.  The compensation committee may grant non-qualified and incentive stock options to eligible employees to purchase shares of common stock from the Company. The Plan confers on the compensation committee discretion, with respect to any such stock option, to determine the term of each option, the time or times during its term when the option becomes exercisable and the number and purchase price of the shares subject to the option. However, the option price per share may not be less than the fair market value of the common stock on the grant date, and the term of each option shall not exceed ten years and one day from the grant date. With respect to stock options which are intended to qualify as “incentive stock options” (as defined in Code Section 422), the aggregate fair market value of the shares with respect to which incentive stock options are exercisable for the first time cannot exceed $100,000. All incentive stock options must be granted within ten years from the earlier of the date of the Plan’s adoption by the board or approval by the Company’s shareholders.

Stock Appreciation Rights.  A stock appreciation right or “SAR” is a right to receive, without payment to the Company, a number of shares, cash or any combination thereof, the amount of which is equal to the aggregate amount of the appreciation in the shares of common stock as to which the SAR is exercised. The compensation committee has the discretion to determine the number of shares as to which a SAR will relate as well as the duration and exercisability of a SAR. The exercise price may not be less than the fair market value of the common stock on the grant date.

Limitation on Certain Grants.  During any one fiscal year, no person shall receive Incentives under the Plan that could result in that person receiving, earning or acquiring, subject to adjustment: (a) stock options and SARs for, in the aggregate, more than 20,000,000 shares of common stock; or (b) performance awards, in the aggregate, for more than 20,000,000 shares of common stock or, if payable in cash, with a maximum amount payable exceeding $2,000,000.

Stock Awards.  Stock awards consist of the transfer by the Company to an eligible participant of shares of common stock, with or without other payment, as additional compensation for services to the Company. The number of shares transferred pursuant to any stock award is determined by the compensation committee.

Restricted Stock.  Restricted stock consists of the sale or transfer by the Company to an eligible participant of one or more shares of common stock that are subject to restrictions on their sale or other transfer by the employee which restrictions will lapse after a period of time as determined by the compensation committee. If restricted stock is sold to a participant, the sale price will be determined by the compensation committee, and the price may vary from time to time and among participants and may be less than the fair market value of the shares at the date of sale. Subject to these restrictions and the other requirements of the Plan, a participant receiving restricted stock shall have all of the rights of a shareholder as to those shares.

RSUs.  Restricted stock units represent the right to receive one share of common stock at a future date that has been granted subject to terms and conditions, including a risk of forfeiture, established by the compensation committee. Dividend equivalents may be granted with respect to any amount of RSU’s and either paid at the dividend payment date in cash or in shares of unrestricted stock having a fair market value equal to the amount of such dividends, or deferred with respect to such RSU’s and the amount or value thereof automatically deemed reinvested in additional RSU’s until the time for delivery of shares pursuant to the terms of the restricted stock unit award. RSU’s may be satisfied by delivery of shares of stock, cash equal to the fair market value of the specified number of shares covered by the RSU’s, or a combination thereof, as determined by the compensation committee at the date of grant or thereafter.

72

 
 

TABLE OF CONTENTS

Performance Awards.  A performance award is a right to either a number of shares of common stock, their cash equivalent, or a combination thereof, based on satisfaction of performance goals for a particular period. At or about the same time that performance goals are established for a specific period, the compensation committee shall in its absolute discretion establish the percentage of the performance awards granted for such performance period which shall be earned by the participant for various levels of performance measured in relation to achievement of performance goals for such performance period.

Performance goals applicable to a performance award will be established by the compensation committee not more than 90 days after the beginning of the relevant performance period. The performance goals for performance awards that are intended to qualify as “performance based” compensation within the meaning of Section 162(m) of the Code must be based on one or more of the business criteria specified in the Plan, including earnings per share, operating income or profit, net income, gross or net sales, or other specified criteria. The compensation committee may modify the performance goals if it determines that circumstances have changed and modification is required to reflect the original intent of the performance goals; provided, however, that no such change or modification may be made to the extent it increases the amount of compensation payable to any participant who is a “covered employee” within the meaning of Code Section 162(m).

The compensation committee will determine the terms and conditions applicable to any performance award, which may include restrictions on the delivery of common stock payable in connection with the performance award, the requirement that the stock be delivered in the form of restricted stock, or other restrictions that could result in the future forfeiture of all or part of any stock earned. The compensation committee will, as soon as practicable after the close of a performance period, determine the extent to which the performance goals for such performance period have been achieved; and the percentage of the performance awards earned as a result. Performance awards will not be earned for any participant who is not employed by the Company or a subsidiary continuously during the entire performance period for which such performance award was granted, except in certain events such as death, disability or retirement.

Transferability of Incentives.  Incentives granted under the Plan may not be transferred, pledged or assigned by the holder thereof except, in the event of the holder’s death, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. However, non-qualified stock options may be transferred by the holder thereof to certain family members or related entities.

Duration, Termination and Amendment of the Incentive Plan and Incentives.  The Plan will remain in effect until all Incentives granted under the Plan have been satisfied or terminated and all restrictions on shares issued under the Plan have lapsed. No Incentives may be granted under the Plan after August 13, 2022, the tenth anniversary of the approval of the Plan by the Board of Directors. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance may adversely change or impair a previously granted incentive without the consent of the recipient thereof. Certain Plan amendments require shareholder approval, including amendments which would increase the maximum number of shares of common stock which may be issued to all participants under the Plan, change the class of persons eligible to receive Incentives under the Plan, or materially increase the benefits accruing to participants under the Plan. Generally, the terms of an existing incentive may be amended by agreement between the compensation committee and the participant. However, in the case of a stock option or SAR, no such amendment shall (a) without shareholder approval, lower the exercise price of a previously granted stock option or SAR when the exercise price per share exceeds the fair market value of the underlying shares in exchange for another incentive or cash or take any other action with respect to a stock option that may be treated as a re-pricing under the federal securities laws or generally accepted accounting principles, or (b) extend the term of the incentive, with certain exceptions.

Change in Control; Effect of Sale, Merger, Exchange or Liquidation.  Upon the occurrence of an event satisfying the definition of “change in control” with respect to a particular incentive, unless otherwise provided in the agreement for the incentive, such incentive shall become vested and all restrictions shall lapse. The compensation committee may, in its discretion, include such further provisions and limitations in any agreement for an incentive as it may deem desirable. The definition of “change in control” is similar to that in Mr. Kornberg’s employment agreement. Unless otherwise provided in the agreement for an incentive, in the

73

 
 

TABLE OF CONTENTS

event of an acquisition of the Company through the sale of substantially all of the Company’s assets or through a merger, exchange, reorganization or liquidation of the Company or a similar event, the compensation committee has broad discretion to take any and all action it deems equitable under the circumstances, including but not limited to terminating the Plan and all incentives and issuing to the holders of outstanding vested options and SARs the stock, securities or assets they would have received if the incentives had been exercised immediately before the transaction, or other specified actions.

Amendment to Agreement.  The Compensation Committee amended Mr. Kornberg’s Employment Agreement. In this amendment the Committee has approved for Mr. Kornberg, among other things, an increase in his base salary to $250,000 per year and a further grant of 5,000,000 shares of restricted stock relating to fiscal 2012 performance that would vest only upon certain events relating to a change in control of the Company.

Director Compensation

The directors of Skyline Medical Inc. are not paid cash compensation for their service on the Board except for Lawrence Gadbaw, the former Chairman of the Board, who was paid $2,000 per month for his service as Chairman of the Board.

Mr. Gadbaw and Dr. Peter Morawetz were awarded 20,000 shares of common stock, par value $0.01 by the Board upon resigning from the Board in 2013. Additionally, both Mr. Gadbaw and Dr. Morawetz were awarded 30,000 shares of common stock, par value $0.01 by the Board pursuant to prior agreements recognizing the attainment of a fund-raising threshold.

Effective in 2013 the Board instituted a quarterly and an annual stock options award program for all the directors under which they will be awarded options to purchase $5,000 worth of shares of common stock, par value $0.01 per quarter at an exercise price determined by the close on the last day of the quarter. Additionally, the directors that serve on a committee will receive options to purchase $10,000 worth of shares of common stock, par value $0.01 annually, per committee served, at an exercise price determined by the close on the last day of the year.

Director Compensation Table for Fiscal 2013

The following table summarizes the compensation paid to each non-employee director in the fiscal year ended December 31, 2013.

       
Name   Fees Paid
or Earned
in Cash		   Stock
Awards		   Option
Awards		   Total
Lawrence W. Gadbaw(1)   $ 26,000       15,900       —     $ 41,900  
Peter Morawetz(2)   $ —       15,900       —     $ 15,900  
Thomas McGoldrick(3)   $ —       —       21,459     $ 21,459  
Ricardo Koenigsberger(4)   $ —       —       21,459     $ 21,459  
Andrew Reding(5)   $ —       —       14,295     $ 14,295  
Dr. Arnon Dreyfuss(6)   $ —       —       14,295     $ 14,295  
Frank Mancuso Jr.(7)   $ —       —       14,295     $ 14,295  

(1) Mr. Gadbaw received $2,000 per month as compensation for serving as Chairman of the Board. At the end of fiscal 2012 he was owed $10,000 in compensation that was paid in 2013. Mr. Gadbaw also received $16,000 in total in 2013 for 8 monthly fees paid until he resigned from the Board in August 2013. Mr. Gadbaw was awarded 50,000 shares of common stock, par value $0.01 when he resigned.
(2) Dr. Morawetz was awarded 50,000 shares of common stock, par value $0.01 when he resigned in August 2013.
(3) Mr. McGoldrick was awarded options to purchase 108,316 shares of common stock both for serving on the Board and for participating on the Audit and Corporate Governance Committees.
(4) Mr. Koenigsberger was awarded options to purchase 108,316 shares of common stock both for serving on the Board and for participating on the Audit and Corporate Governance Committees.

74

 
 

TABLE OF CONTENTS

(5) Mr. Reding was awarded options to purchase 71,279 shares of common stock both for serving on the Board and for participating on the Audit Committee.
(6) Dr. Dreyfuss was awarded options to purchase 71,279 shares of common stock both for serving on the Board and for participating on the Compensation Committee.
(7) Mr. Mancuso was awarded options to purchase 71,279 shares of common stock both for serving on the Board and for participating on the Compensation Committee.

Equity Compensation Plan Information

The following table presents the equity compensation plan information as of December 31, 2013:

     
  Number of
securities to be
issued upon
exercise of
outstanding
restricted stock,
warrants and
options
(a)		   Weighted-average
exercise price
of outstanding
options,
warrants
(b)		   Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders(1)     33,939,398     $ 0.085       66,060,602  
Equity Compensation plans not approved by security holders     —     $ —       —  

(1) Consists of outstanding options under the 2008 Equity Incentive Plan and the 2012 Stock Incentive Plan. The remaining share authorization under the 2008 Equity Incentive Plan was been rolled over to the current 2012 Stock Incentive Plan.

75

 
 

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units of SOK Partners.

Agreements with Former Directors

The Company entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Mr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $0.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw was due $10,000 in accounts payable as of December 31, 2012 pertaining to his monthly fee as Chairman of the Board of Directors. Mr. Gadbaw also received a warrant for 30,000 shares at $0.15 per share in June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Mr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Mr. Morawetz received 50,000 shares of common stock each at $0.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC

On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.

On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), an investment partnership. Josh Kornberg, who is the Company’s Chief Executive Officer and Chairman of the Board, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000 (the “SOK Note”). Principal and accrued interest on the SOK Note was initially due and payable on August 28, 2012. The Company’s obligations under the SOK Note were secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the SOK Note included customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default would have resulted in the acceleration of the Company’s obligations under the SOK Note, and interest rate of twenty-four (24%) percent per annum accrues if the SOK Note had not been paid when due.

On March 28, 2012, the Company received an advance of $84,657 under the SOK Note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the SOK Note. The holder of the SOK Note was entitled to convert such note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the SOK Note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012, the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the SOK Note, if the Company obtained financing from any other source without the consent of SOK Partners, then the Company was required to issue additional bonus

76

 
 

TABLE OF CONTENTS

equity in an amount equal to $600,000 less the aggregate advances on the SOK Note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.

As long as any amount payable under the SOK Note remained outstanding, SOK Partners or its designee were entitled to appoint a new member to the Company’s Board of Directors, to be appointed upon request. As a result, Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.

On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note (the “Herschkowitz Note”). The Company’s obligations under the Herschkowitz Note was secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the Herschkowitz Note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.

As long as any amount payable under the Herschkowitz Note remained outstanding, Dr. Herschkowitz or his designee was entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member of the Board upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Ricardo Koenigsberger was appointed to the Board on June 25, 2012.

Pursuant to a letter dated April 20, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.

In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company has issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.

Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of the Herschkowitz Note and the SOK Note, respectively, to $0.014 per share from $0.065 per share, to satisfy the Company’s obligations to adjust for dilution under the March 14, 2012 letter agreement; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of the Herschkowitz Note and the SOK Note, respectively, to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones; and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.

77

 
 

TABLE OF CONTENTS

In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the effective date of the letter agreement.

Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.

Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012, from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.

APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forebear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.

In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have been required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.

In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million. On January 6, 2014 a side-letter to the forbearance agreement was signed between Dr. Herschkowitz and the Company. Skyline agreed that the private offering for its Series A Convertible Preferred Stock, plus any future offering of any class of its preferred stock, shall be considered a NASDAQ underwriting for purposes of Section 8(e) of the Forbearance Agreement. As such Dr. Herschkowitz received $200,000 or 3% of the gross proceeds of any such offering per the terms of Section 8(e) of the

78

 
 

TABLE OF CONTENTS

Forbearance Agreement. In addition, any listing of the Company’s shares on the New York Stock Exchange shall qualify as a NASDAQ underwriting under the Forbearance Agreement. For the avoidance of doubt, the payment in the aggregate for all offerings qualifying as a NASDAQ underwriting shall under no circumstances be less than $200,000 or greater than $1,000,000. Section 8(e) of the Forbearance Agreement will apply to any transactions consummated by Skyline on or before June 30, 2014.

As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of approximately 57% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.

On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. These notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 into 1,041,622 shares of common stock at $0.10 per share.

In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest.

In connection with the sale of the Preferred Shares on February 4, 2014, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased 19,231 Preferred Shares for a purchase price of $25,000 and received warrants to purchase 3,846 shares of common stock.

Finally, SOK invested in the July 2014 offering of convertible notes and warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Historical Financing.”

79

 
 

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

The following table sets forth as of September 17, 2014 certain information regarding beneficial ownership of our common stock by:

• Each person known to us to beneficially own 5% or more of our common stock;
• Each of our executive officers who in this prospectus are collectively referred to as the “named executive officers;”
• Each of our directors; and
• All of our executive officers (as that term is defined under the rules and regulations of the SEC) and directors as a group.

We have determined beneficial ownership in accordance with Rule 13d-3 under the Exchange Act. Beneficial ownership generally means having sole or shared voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to the table, each shareholder named in the table has sole voting and investment power with respect to the shares of common stock set forth opposite the shareholder’s name. We have based our calculation of the percentage of beneficial ownership on 224,286,912 shares of the Company’s common stock outstanding on September 17, 2014. Unless otherwise noted below, the address for each person or entity listed in the table is c/o Skyline Medical Inc., 2915 Commers Drive, Suite 900, Eagan, Minnesota 55121.

   
Name of Beneficial Owner   Amount and
Nature of
Beneficial
Ownership		   Percent
of Class
Officers and Directors
                  
Josh Kornberg(5)(6)     94,349,436       38.1 % 
David Johnson(2)     2,267,016       1.0 % 
Bob Myers(3)     2,062,010       0.9 % 
Ricardo Koenigsberger(4)     235,343       0.1 % 
Thomas J. McGoldrick(4)     353,849       0.2 % 
Andrew Reding(7)     263,479       0.1 % 
Dr. Arnon Dreyfuss(7)     2,073,545       0.9 % 
Frank Mancuso(7)     414,973       0.2 % 
All directors and executive officers as a group (8 persons)     102,019,651       45.5 % 
5% Security Holders
                  
Sam Herschkowitz(5)(6)     117,762,938       52.5 % 
SOK Partners     70,916,995       31.6 % 
APA, SOK, Sam Herschkowitz, Josh Kornberg     141,195,379       57.1 % 
Carl Schwartz(8)     12,335,143       5.4 % 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

80

 
 

TABLE OF CONTENTS

(2) Includes (i) option to purchase 1,000,000 shares of common stock at a price of $0.08 per share (ii) option to purchase 949,368 shares of common stock at a price of $0.079 per share and (iii) option to purchase 303,348 shares of common stock at a price of $0.23 per share that may be exercised within 60 days of August 21, 2014.
(3) Includes (i) option to purchase 1,000,000 shares of common stock at a price of $0.08 per share (ii) option to purchase 791,140 shares of common stock at a price of $0.079 per share and (iii) option to purchase 260,870 shares of common stock at a price of $0.23 per share that may be exercised within 60 days of August 21, 2014.
(4) Includes (i) option to purchase 15,723 shares of common stock at a price of $0.318 per share (ii) option to purchase 92,593 shares of common stock at a price of $0.27, and (iii) option to purchase 100,000 shares of common stock at a price of $0.15 per share that may be exercised within 60 days of August 21, 2014.
(5) Includes (i) options to purchase 22,906,921 shares common stock that may be exercised within the next 60 days, (ii) 70,805,884 shares owned directly by SOK Partners, (iii) two warrants to purchase 19,231 shares of common stock at a price of $0.325 per share, respectively, and (iv) 96,154 shares of common stock issuable upon conversion of 250 shares of Series A Convertible Preferred Stock, par value, $0.01, stated value $100.00. Mr. Kornberg and Dr. Samuel Herschkowitz are the managing partners of SOK Partners.
(6) Includes 70,805,884 shares owned directly by SOK Partners. Joshua Kornberg and Dr. Samuel Herschkowitz are the managing partners of SOK Partners.
(7) Includes (i) option to purchase 15,723 shares of common stock at a price of $0.318 per share (ii) option to purchase 55,556 shares of common stock at a price of $0.27, and (iii) option to purchase 66,667 shares of common stock at a price of $0.15 that may be exercised within 60 days of August 21, 2014.
(8) Includes 7,973,239 shares of common stock. Includes an option to purchase 133,333 shares of common stock at $0.15; and a warrant to purchase 4,228,571 shares of common stock at $0.15.

81

 
 

TABLE OF CONTENTS

DESCRIPTION OF SECURITIES

The following information describes our capital stock and provisions of our certificate of incorporation and our bylaws. This description is only a summary. You should also refer to our certificate of incorporation and bylaws, each as amended, that have been incorporated by reference or filed with the SEC as exhibits to the registration statement on Form S-1 of which this prospectus forms a part.

General

We are authorized to issue 800 million shares of capital stock, designated as $0.01 par value common stock, and 10 million shares of preferred stock, of which 4 million shares are authorized as Series A Convertible Preferred Stock with a stated value of $100 per share and a par value of $0.01 per share.

Common Stock

The securities being offered hereby are shares of our common stock. As of August 15, 2014, we had 223,809,099 shares of common stock issued and outstanding and held by 165 shareholders of record.

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders, provided that no proxy shall be voted if executed more than one year prior to the date of the stockholders’ meeting except as may otherwise be provided by our board of directors from time to time. Only stockholders of record at the close of business on day twenty prior to the date of the meeting are entitled to vote at the stockholders’ meeting. Holders of our common stock do not have cumulative voting rights.

The holders of common stock are entitled to receive ratably any dividends that may be declared from time to time by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights or other subscription rights and there are no redemption provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock offered in this offering will be fully paid and not liable for further call or assessment.

Except for directors, who are elected by receiving the highest number of affirmative votes of the shares entitled to be voted for them, or as otherwise required by Delaware law, and subject to the rights of the holders of preferred stock then outstanding (if any), all shareholder action is taken by the vote of a majority of the issued and outstanding shares of common stock present at a meeting of shareholders at which a quorum consisting of a majority of the issued and outstanding shares of common stock is present in person or proxy. In the absence of a quorum for the transaction of business, any meeting may be adjourned from time to time. The stockholders present at a duly called or held meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Our President or, in his absence, the Vice-President or any other person designated from time to time by the board of directors, shall preside at all meetings of stockholders.

Warrants

The following summary of certain terms and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of the warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part of. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.

Exercisability.  The warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). Unless otherwise specified in the warrant, the holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

82

 
 

TABLE OF CONTENTS

Cashless Exercise.  In the event that a registration statement covering shares of common stock underlying the warrants, or an exemption from registration, is not available for the resale of such shares of common stock underlying the warrants, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant. In no event shall we be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of common stock underlying the warrants.

Exercise Price.  The initial exercise price per share of common stock purchasable upon exercise of the warrants is $     per share [125% of the public offering price of the common stock]. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Certain Adjustments.  The exercise price and the number of shares of common stock purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of our common stock.

Transferability.  Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants to us together with the appropriate instruments of transfer.

Warrant Agent and Exchange Listing.  The warrants will be issued in registered form under a warrant agency agreement between Securities Transfer Corporation, as warrant agent and us.

Fundamental Transaction.   If, at any time while the warrants are outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, (3) any purchase offer, tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of our shares of common stock are permitted to sell, tender or exchange their shares of common stock for other securities, cash or property and has been accepted by the holders of 50% or more of our outstanding shares of common stock, (4) we effect any reclassification or recapitalization of our shares of common stock or any compulsory share exchange pursuant to which our shares of common stock are converted into or exchanged for other securities, cash or property, or (5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of our outstanding shares of common stock, each, a ‘Fundamental Transaction,’ then upon any subsequent exercise of the warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of the warrant, and any additional consideration payable as part of the Fundamental Transaction.

Rights as a Stockholder.  Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.

Representative’s Warrants

Please see “Underwriting — Representative’s Warrants” for a description of the warrants we have agreed to issue to the representative of the underwriters in this offering, subject to the completion of the offering. We expect to enter into a warrant agreement in respect of the Representative’s Warrants prior to the closing of this offering.

Preferred Stock

Our board of directors has the authority, without action by our stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which may be greater than the rights of our common stock. The board’s

83

 
 

TABLE OF CONTENTS

authority to issue preferred stock without shareholder approval could make it more difficult for a third party to acquire control of our company, and could discourage such attempt.

Series A Convertible Preferred Stock and Warrants

On January 24, 2014, the board filed the Certificate of Designation with the Delaware Secretary of State, designating 40,000 shares of preferred stock as the Company’s Series A Convertible Preferred Stock. On February 4, 2014, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”), in addition to warrants to purchase shares of the Company’s common stock. On August 4, 2014, the Company issued additional warrants to such investors, which was required because the Company’s common stock was not listed on NASDAQ within 180 days of the closing of the offering of the Preferred Shares.

In connection with the Company’s offering of convertible promissory notes and accompanying warrants (see “Convertible Notes and Warrants” below), the minimum requisite number of holders of Preferred Shares executed a Waiver and Consent of, and Notice to, Holder of Preferred Stock of the Company with such holders as of July 23, 2014 (the “Waiver and Consent”), pursuant to which the Company agreed, among other things, to issue certain additional shares of its common stock to the holders of Preferred Shares upon the conversion of such Preferred Shares under the terms and conditions described therein. The terms and conditions of the Securities Purchase Agreement relating to the Preferred Shares, the Waiver and Consent and related documents are described herein under “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources — 2014 Sales of Preferred Stock and Warrants.”

Convertible Notes and Warrants

On July 23, 2014, the Company entered into Securities Purchase Agreements with certain investors, including SOK Partners, LLC, an affiliate of the Company, pursuant to which the Company agreed to offer and sell an aggregate of $733,173.60 in principal amount of senior convertible notes (the “Convertible Notes”), in addition to warrants to purchase shares of the Company’s common stock. The terms and conditions of such Securities Purchase Agreements, the Convertible Notes, the warrants and related documents are described herein under “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources — 2014 Sales of Convertible Notes and Warrants.”

On July 31, 2014, August 8, 2014, August 12, 2014, September 4, 2014 and September 5, 2014, the Company entered into Securities Purchase Agreements with certain affiliates of the Company, pursuant to which the Company agreed to offer and sell an aggregate of $1,069,211.50 in principal amount of Convertible Notes, in addition to warrants to purchase shares of the Company’s common stock.

Anti-Takeover Provisions

Delaware Law

We are subject to Section 203 of the Delaware General Corporation Law. This provision generally prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:

• prior to such date, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

84

 
 

TABLE OF CONTENTS

• on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual meeting or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines a business combination to include:

• any merger or consolidation involving the corporation and the interested stockholder;
• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.

These statutory provisions could delay or frustrate the removal of incumbent directors or a change in control of our company. They could also discourage, impede, or prevent a merger, tender offer, or proxy contest, even if such event would be favorable to the interests of stockholders. In addition, note that while Delaware law permits companies to opt out of its business combination statute, our Certificate of Incorporation does not include this opt-out provision.

Certificate of Incorporation and Bylaws

Our current certificate of incorporation authorizes the issuance of “blank check” preferred stock that could be issued by our board of directors to defend against a takeover attempt. See “Preferred Stock” above.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Corporate Stock Transfer.

Listing

The shares of our common stock are quoted on the OTCQB marketplace under the symbol “SKLN.QB.” We intend to apply to list our common stock and warrants on The NASDAQ Capital Market under the symbols “SKLN” and “SKLNW,” respectively. On September 17, 2014, the last reported sale price per share for our common stock as reported by the OTCQB marketplace was $0.1199.

85

 
 

TABLE OF CONTENTS

UNDERWRITING

Aegis Capital Corp. is acting as the representative of the underwriters of the offering. We have entered into an underwriting agreement dated [______], 2014 with the representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below and each underwriter named below has severally agreed to purchase from us, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock and warrants listed next to its name in the following table:

   
Underwriter   Number of
Shares		   Number of
Warrants
Aegis Capital Corp.                      
Total                      

The underwriters are committed to purchase all the shares of common stock and warrants offered by us other than those covered by the option to purchase additional shares and warrants described below, if they purchase any shares and warrants. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

The underwriters propose to offer the shares and warrants offered by us to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares and warrants to other securities dealers at such price less a concession of $___ per share. After the public offering of the shares and warrants, the offering price and other selling terms may be changed by the underwriters.

Over-Allotment Option.  We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the closing of the offering, permits the underwriters to purchase a maximum of       additional shares (15% of the shares sold in this offering) and/or warrants to purchase an additional       shares (15% of the shares and warrants sold in this offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase shares and/or warrants covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $      and the total net proceeds, before expenses (other than the 1% non-accountable expense allowance), to us will be $     .

Discounts and Commissions.  The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

       
  Total
     Per
Share		   Per
Warrant		   Without
Over-Allotment		   With
Over-Allotment
Public offering price   $          $          $          $       
Underwriting discounts and commissions (7%)   $          $          $          $       
Proceeds, before other expenses, to us   $          $          $          $       
Non-accountable expense allowance (1%)(1)   $          $          $          $       

(1) We have agreed to pay a non-accountable expense allowance to the underwriters equal to 1% of the gross proceeds received in this offering; provided, however, the expense allowance of 1% is not payable with respect to the shares sold upon exercise of the underwriters’ over-allotment option.

We are required to pay an expense deposit of $15,000 to the representative for out-of-pocket-accountable expenses, which will be applied against accountable expenses (in compliance with FINRA Rule 5110(f)(2)(c)) that will be paid by us to the underwriters in connection with this offering. The underwriting agreement, however, provides that in the event the offering is terminated, the $15,000 expense deposit paid to the

86

 
 

TABLE OF CONTENTS

representative will be returned to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C). Our obligations to reimburse the representative for any out-of-pocket expenses actually incurred shall not exceed $100,000 in the aggregate, including but not limited to legal fees and road show expenses.

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount and expense reimbursements, will be approximately $_____.

Lock-Up Agreements.  We have agreed not to, without the prior written consent of the representative, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock, (ii) file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, in each case for a period of 90 days from the date of effectiveness of the offering, which we refer to as the Lock-Up Period. The restrictions described above do not apply to (1) the shares of common stock to be sold to the underwriters pursuant to the underwriting agreement, (2) the issuance of securities pursuant to any documents, agreements or securities existing or outstanding as of the closing of the offering, (3) the issuance of stock options or shares of our capital stock under any of our equity compensation plans, (4) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions or (5) the filing of a Form S-1 registration statement or other relevant registration statement and amendments thereto as necessary to comply with our contractual rights with our preferred stockholders and convertible noteholders.

Each of our executive officers and directors and significant stockholders have agreed not to, without the prior written consent of the representative, (i) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock, whether any such transaction described in clause (i) or (ii) is to be settled by delivery of common stock, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any shares of our common stock or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any shares of our common stock, in each case during the Lock-Up Period. The restrictions described above do not apply to (1) transactions relating to shares of common stock acquired in open market transactions after the completion of this offering, subject to certain limitations, (2) transfers of common stock as a bona fide gift, by will or intestacy, to a family member or trust or other estate planning vehicle for the direct or indirect benefit of the security holder or a family member, (3) transfers of common stock to a charity or educational institution, (4) if such party is corporation, partnership, limited liability company or other business entity, (i) any transfers of common stock to another corporation, partnership or other business entity that controls, is controlled by or is under our common control or (ii) distributions of common stock to current or former members, partners, stockholders, subsidiaries or affiliates of such party or to any investment funder or other entity that controls or manages such party, subject to certain limitations; provided that in the case of any transfer pursuant to the foregoing clauses (2), (3) or (4), any such transfer shall not involve a disposition for value, each transferee shall sign and deliver to the representative a lock-up agreement substantially in the form of the lock-up agreement executed by our officers, directors and stockholders and no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made; or (5) the transfer of common stock pursuant to a change of control by us; provided that in the event that the change of control is not completed, the shares of common stock owned by such party shall remain subject to the restrictions contained in the lock-up agreement. Furthermore, the restrictions described above do not restrict or prohibit (a) the exercise, exchange or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock, provided that the security holder does not transfer the shares of common stock acquired on such exercise, exchange or conversion during the Lock-Up Period or (b) the establishment or modification of

87

 
 

TABLE OF CONTENTS

a 10b5-1 trading plan under the Exchange Act by a security holder for the sale of shares of common stock, provided that such plan does not provide for the transfer of common stock during the Lock-Up Period.

The Lock-Up Period may be extended if (1) during the last 17 days of the Lock-Up Period, we issue an earnings release or material news or a material event regarding us occurs or (2) prior to the expiration of the Lock-Up Period, we announce that we will release earnings results or we become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, in which case the period of such extension will be 18 days, beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the representative waives such extension in writing.

Representative’s Warrants.  We have agreed to issue to the representative warrants to purchase up to a total of shares of common stock (5% of the shares of common stock sold in this offering, excluding the over-allotment). The warrants will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the offering, which period shall not extend further than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(i). The warrants are exercisable at a per share price equal to 125% of the public offering price per share in the offering. The warrants have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up pursuant to Rule 5110(g)(1) of FINRA. Accordingly, the representative (or permitted assignees under Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, for a period of 180 days from the effective date of the offering. In addition, the warrants provide for registration rights upon request, in certain cases. The demand registration right provided will not be greater than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(iv). The piggyback registration right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(v). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

Right of First Refusal.  Subject to certain conditions, we granted the representative of the underwriters in the offering, for a period of 12 months after the closing of the offering, a right of first refusal to act as sole investment banker, sole book-runner and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such 12-month period, on terms customary to the representative, provided that such right shall not apply to any merger, acquisition or other similar transaction.

Indemnification.  We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Electronic Offer, Sale and Distribution of Securities.  A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of shares and warrants to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Stabilization.  In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

88

 
 

TABLE OF CONTENTS

• Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.
• Over-allotment transactions involve sales by the underwriters of securities in excess of the number of securities the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing securities in the open market.
• Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the over-allotment option. If the underwriters sell more securities than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.
• Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may be effected on The NASDAQ Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive market making.  In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock on The NASDAQ Capital Market or on the OTCQB in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Certain Relationships.  The underwriters and their affiliates have provided, or may in the future provide, various investment banking, commercial banking, financial advisory, brokerage and other services to us and our affiliates for which services they have received, and may in the future receive, customary fees and expense reimbursement. The representative served as the placement agent in connection with our bridge financing with 31 Group, LLC of 12% senior convertible notes and warrants, which was consummated on July 23, 2014. We received gross proceeds of $500,000 in the bridge financing with 31 Group, LLC. In addition, one of the members of 31 Group, LLC is affiliated with the representative. The compensation payable to the representative outlined in “Discounts and Commissions” also applied to the representative’s service as placement agent in the bridge financing, and we did not pay any additional commission to the representative in connection with the bridge financing.

The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and

89

 
 

TABLE OF CONTENTS

reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The principal business address of Aegis Capital Corp. is 810 Seventh Avenue, 18th Floor, New York, New York 10019.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer for the offeree under this prospectus.

China

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

European Economic Area — Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of common stock and warrants will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

An offer to the public of common stock and warrants has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

(a) to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

90

 
 

TABLE OF CONTENTS

(b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statement);
(c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)I of the Prospectus Directive) subject to obtaining the prior consent of the company or any underwriter for any such offer; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of common stock shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”). The common stock and warrants have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the common stock and warrants have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés ) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs non-qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the common stock and warrants cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The common stock and warrants have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

Israel

The common stock and warrants offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (ISA), nor have such common stock and warrants been registered for sale in Israel. The common stock and warrants may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the common stock and warrants being offered. Any resale in Israel, directly or indirectly, to the public of the common stock and warrants offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

91

 
 

TABLE OF CONTENTS

Italy

The offering of the common stock and warrants in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Societá la Borsa, “CONSOB”) pursuant to the Italian securities legislation and, accordingly, no offering material relating to the common stock and warrants may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:

• to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and
• in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the common stock and warrants or distribution of any offer document relating to the common stock and warrants in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

• made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and
• in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the common stock and warrants in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such common stock and warrants being declared null and void and in the liability of the entity transferring the common stock and warrants for any damages suffered by the investors.

Japan

The common stock and warrants have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the common stock and warrants may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires common stock and warrants may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of common stock and warrants is conditional upon the execution of an agreement to that effect.

Portugal

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The common stock and warrants have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the common stock and warrants have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of common stock and warrants in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

92

 
 

TABLE OF CONTENTS

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the common stock and warrants be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of common stock in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Switzerland

The common stock and warrants may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the common stock and warrants may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the common stock and warrants have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common stock and warrants will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the common stock and warrants have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the common stock and warrants within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the common stock and warrants, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by us.

No offer or invitation to subscribe for common stock and warrants is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the common stock and warrants. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the common stock and warrants may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the common stock and warrants has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to us.

93

 
 

TABLE OF CONTENTS

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

94

 
 

TABLE OF CONTENTS

LEGAL MATTERS

Maslon Edelman Borman & Brand, LLP, Minneapolis, Minnesota has rendered an opinion regarding the legality of the issuance of the shares of common stock being registered in this prospectus. Reed Smith LLP, New York, New York is representing us in connection with various legal matters associated with this offering. Certain legal matters in connection with this offering will be passed upon for the underwriters by Greenberg Traurig, LLP, New York, New York.

EXPERTS

Our financial statements for the fiscal years ended December 31, 2013 and December 31, 2012 were audited by our independent auditors, Olsen Thielen & Co., Ltd., certified public accountants registered with the Public Company Accounting Oversight Board.

We have included our financial statements in this prospectus in reliance on the reports of the above-named independent auditors, given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Exchange Act. Reports filed with the SEC pursuant to the Exchange Act, including proxy statements, annual and quarterly reports, and other reports filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Our filings are also available on the SEC’s internet site at http://www.sec.gov. and the Company’s website at www.skylinemedical.com.

95

 
 

TABLE OF CONTENTS

Skyline Medical Inc.
 
Index of Financial Statements

 
  Pages
Report of Independent Registered Public Accounting Firm December 31, 2013     F-2  
Balance Sheets December 31, 2013 and December 31, 2012     F-3  
Statement of Operations for the years ended December 31, 2013 and December 31, 2012 and for the period from April 23, 2002 (Inception) to December 31, 2013     F-4  
Statement of Stockholders’ Deficit from April 23, 2002 (Inception) to December 31, 2013     F-5  
Statement of Cash Flows for the years ended December 31, 2013 and December 31, 2012 and for the period from April 23, 2002 (Inception) to December 31, 2013     F-11  
Notes to Financial Statements     F-12  
Condensed Balance Sheets June 30, 2014 and December 31, 2013     F-32  
Condensed Statement of Operations for the three and six-month periods ended June 30, 2014 and June 30, 2013     F-33  
Statement of Stockholders’ Deficit for the year ended December 31, 2013 and the six months ended June 30, 2014     F-34  
Condensed Statement of Cash Flows for the six-month periods ended June 30, 2014 and
June 30, 2013		     F-37  
Notes to Condensed Financial Statements     F-38  

F-1

 
 

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Skyline Medical, Inc.
Eagan, MN

We have audited the accompanying balance sheets of Skyline Medical, Inc. (a development stage company) as of December 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from April 23, 2002 (inception), to December 31, 2013. Skyline Medical, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skyline Medical, Inc. (a development stage company) as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and from April 23, 2002 (inception) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has incurred losses since inception, has an accumulated deficit and has not received significant revenue from sales of products and services. These factors raise substantial doubt about its ability to continue as a going concern. Managements’ plan in regard to these matters is also described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Olsen Thielen & Co., Ltd.
 
St. Paul, Minnesota
March 27, 2014

F-2

 
 

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
BALANCE SHEETS

   
  December 31, 2013   December 31, 2012
ASSETS
                  
Current Assets:
                  
Cash   $ 101,953     $ 13,139  
Accounts receivable, net of Allowance for Doubtful Accounts of $0 and $4,073 in 2013 and 2012     97,245       39,711  
Inventories     122,175       145,209  
Prepaid expense and other assets     60,588       27,409  
Total Current Assets     381,961       225,468  
Fixed assets, net     158,110       3,521  
Intangibles, net     53,355       140,588  
Total Assets   $ 593,426     $ 369,577  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
Current Liabilities:
                  
Current portion of convertible debt, net of discounts of $0 and $21,138
(See Note 6)		   $ —     $ 1,081,187  
Accounts payable     1,062,108       733,595  
Accrued expenses     2,057,957       1,599,519  
Short-term note payable (See Note 9)     280,000       —  
Deferred Revenue     69,000       —  
Total Current Liabilities     3,469,065       3,414,301  
Long-term debt and convertible debt, net of discounts of $0 and $0
(See Note 6)		     —       89,300  
Accrued Expenses     331,216       —  
Liability for equity-linked financial instruments (See Note 8)     11,599       169,179  
Total Liabilities     3,811,880       3,672,780  
Commitments and Contingencies     —       —  
Stockholders’ Deficit:
                  
Common stock, $.01 par value, 800,000,000 authorized, 219,937,619 and 104,247,228 outstanding     2,199,376       1,042,473  
Additional paid-in capital     23,279,585       14,945,435  
Deficit accumulated during development stage     (28,697,415 )      (19,291,111 ) 
Total Stockholders’ Deficit     (3,218,454 )      (3,303,203 ) 
Total Liabilities and Stockholders’ Deficit   $ 593,426     $ 369,577  

See Notes to Financial Statements.

F-3

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF OPERATIONS

     
  Year Ended December 31,   Period From April 23. 2002 (Inception) To December 31, 2013
     2013   2012
Revenue   $ 468,125     $ 188,772     $ 769,559  
Cost of goods sold     189,707       128,540       381,467  
Gross margin     278,418       60,232       388,092  
General and administrative expense     7,530,037       6,285,905       23,280,400  
Operations expense     1,096,969       761,047       3,387,550  
Sales and marketing expense     578,793       172,970       1,640,248  
Interest expense     636,503       259,349       1,562,959  
Loss (gain) on valuation of equity-linked financial instruments     (157,580 )      3,116       (785,650 ) 
Total expense     9,684,722       7,482,387       29,085,507  
Net loss available to common shareholders   $ (9,406,304 )    $ (7,422,155 )    $ (28,697,415 ) 
Loss per common share – basic and diluted   $ (0.06 )    $ (0.11 )    $ (1.51 ) 
Weighted average shares used in computation – basic and diluted     151,958,618       69,587,814       18,952,512  

See Notes to Financial Statements.

F-4

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Issuance of common stock 9/1/02, $.0167(1)     598,549     $ 5,985     $ 4,015     $ —     $ 10,000  
Issuance of common 10/23/02, $1.67/share     2,993       30       4,970                5,000  
Net loss                                (51,057 )      (51,057 ) 
Balance 12/31/02     601,542     $ 6,015     $ 8,985     $ (51,057 )    $ (36,057 ) 
Issuance of common 2/12/03, $.0167(2)     23,942       239       161                400  
Issuance of common 6/11 & 12, $1.67(3)     21,548       216       34,784                35,000  
Net loss                                (90,461 )      (90,461 ) 
Balance 12/31/03     647,032     $ 6,470     $ 43,930     $ (141,518 )    $ (91,118 ) 
Issuance of common 5/25/04, $.0167(4)     6,567       66       44                110  
Net loss                                (90,353 )      (90,353 ) 
Balance 12/31/04     653,599     $ 6,536     $ 43,974     $ (231,871 )    $ (181,361 ) 
Issuance of common 12/14/05, $.0167(5)     14,964       150       100                250  
Vested stock options and warrants                       2,793                2,793  
Net loss                                (123,852 )      (123,852 ) 
Balance 12/31/05     668,563     $ 6,686     $ 46,867     $ (355,723 )    $ (302,170 ) 
Issuance of common 5/16 & 8/8, $.0167(6)     86,869       869       582                1,451  
Issuance of common 10/19 & 23, $.0167(7)     38,906       389       261                650  
Issuance of common 12/01, $1.67(8)     28,739       287       44,523                44,810  
Vested stock options and warrants                       13,644                13,644  
Net loss                                (273,026 )      (273,026 ) 
Balance 12/31/06     823,077     $ 8,231     $ 105,877     $ (628,749 )    $ (514,641 ) 
Issuance of common 1/30/07 @ $1.67(9)     599       6       994                1,000  
Value of equity instruments issued with debt                       132,938                132,938  
Capital contributions resulting from waivers of debt                       346,714                346,714  
Vested stock options and warrants                       73,907                73,907  
Net loss                                (752,415 )      (752,415 ) 
Balance 12/31/07     823,676     $ 8,237     $ 660,430     $ (1,381,164 )    $ (712,497 ) 
Issuance of common 6/11 to 9/30, $.35(10)     4,552,862       45,528       1,547,974                1,593,502  
Shares issued to finders, agents     2,012,690       20,127       (20,127 )               —  
Shares issued to pay direct legal fees     285,714       2,857       (2,857 )               —  
Issuance of common due to anti-dilution provisions     205,899       2,059       (2,059 )               —  
Shares issued to pay investor relations services 6/23/08, $.35     250,000       2,500       85,000                87,500  
Vested stock options and warrants                       354,994                354,994  
Capital contributions resulting from waivers of debt                       129,684                129,684  
Net loss                                (1,762,628 )      (1,762,628 ) 
Balance 12/31/08     8,130,841     $ 81,308     $ 2,753,039     $ (3,143,792 )    $ (309,445 ) 
Cumulative effect of adoption of EITF 07-5                       (486,564 )      6,654       (479,910 ) 
Vested stock options and warrants                       111,835                111,835  
Shares issued 3/20/09 to pay for fund raising     125,000       1,250       (1,250 )               —  
Shares issued under PMM in 2009, $.50     2,147,810       21,478       1,052,427                1,073,905  
Capital contributions resulting from waivers of debt                       84,600                84,600  

See Notes to Financial Statements.

F-5

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013 – (continued)

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Value of equity-linked financial instruments issued in connection with PPMs                       (222,296 )               (222,296 ) 
Value of equity instruments issued with debt                       30,150                30,150  
Shares issued to consultant for fund raising     30,000       300       (300 )               —  
Shares issued upon conversion of debt and interest, $.27     935,446       9,354       247,100                256,454  
Shares issued upon conversion of shareholder note, $.35     14,024       140       4,766                4,906  
Net loss                                (2,892,230 )      (2,892,230 ) 
Balance 12/31/09     11,383,121     $ 113,830     $ 3,573,507     $ (6,029,368 )    $ (2,342,030 ) 
Shares issued in 2010 under PPM, $.50     354,550       3,546       173,729                177,275  
Shares issued to consultants for IR and consulting, $.50     374,090       3,741       183,304                187,045  
Value of equity instruments issued for consulting services                       354,602                354,602  
Vested stock options and warrants                       11,382                11,382  
Value of equity-linked financial instruments issued in connection with PPM in first quarter                       (25,553 )               (25,553 ) 
Shares issued in May 2010 to consultant,
$.50		     12,850       129       6,296                6,425  
Shares issued in May 2010 to 2008 investors as a penalty for late registration, $.50     710,248       7,102       348,022                355,124  
Value of equity instruments issued with debt                       119,474                119,474  
Value of equity-linked financial instruments issued in connection with PPM in second quarter                       (31,332 )               (31,332 ) 
Value of equity-linked financial instruments issued in connection with PPM in third quarter                       (31,506 )               (31,506 ) 
Shares issued in September 2010 under PPM, $.10     250,000       2,500       22,500                25,000  
Shares issued to consultants in third quarter at $.22 per share     488,860       4,889       102,660                107,549  
Shares issued in November 2010 upon exercise of warrants at $.135 per share     128,571       1,286       16,071                17,357  
Shares issued in November 2010 to directors as compensation at $.15 per share     300,000       3,000       42,000                45,000  
Vested stock options in fourth quarter                       161,107                161,107  
Equity instruments issued to consultants in fourth quarter                       26,234                26,234  
Net loss                                (1,352,709 )      (1,352,709 ) 
Balance 12/31/2010     14,002,290     $ 140,023     $ 5,052,497     $ (7,382,077 )    $ (2,189,557 ) 
Value of equity instruments issued with debt in first quarter                       47,908                47,908  
Shares issued at $.075 per share under PPM     5,333,334       53,334       346,666                400,000  
Shares issued at $.085 per share under PPM     1,882,353       18,823       141,177                160,000  
Shares issued at $.09 per share under PPM     200,000       2,000       16,000                18,000  
Shares issued at $.10 per share under PPM     150,000       1,500       13,500                15,000  

See Notes to Financial Statements.

F-6

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013 – (continued)

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Vested stock options and warrants in first quarter                       1,937,638                1,937,638  
Equity instruments issued to consultants in first quarter                       91,504                91,504  
Stock issued upon conversion of debt in first quarter     416,010       4,160       15,840                20,000  
Stock issued to pay interest on debt     158,036       1,580       20,920                22,500  
Shares issued at $.07 per share under PPM     1,071,429       10,715       64,285                75,000  
Stock issued upon conversion of debt and interest     941,034       9,410       22,590                32,000  
Equity instruments issued to consultants                       12,256                12,256  
Equity instruments issued to consultants                       147,116                147,116  
Restricted stock issued to consultants     822,842       8,228       46,772                55,000  
Shares issued at $.06 per share under PPM     3,500,000       35,000       175,000                210,000  
Shares issued at $.20 per share under PPM     1,375,000       13,750       261,250                275,000  
Shares issued upon exercise of stock options at $.01     100,000       1,000                         1,000  
Shares issued at $.35 per share IR compensation     575,000       5,750       195,500                201,250  
Equity instruments upon conversion of Accounts Payable                       20,000                20,000  
Shares issued to private investor at $.15 per share     1,546,667       15,467       216,533                232,000  
Net loss                                (4,486,879 )      (4,486,879 ) 
Balance 12/31/2011     32,074,000     $ 320,740     $ 8,844,952     $ (11,868,956 )    $ (2,703,264 ) 
Shares issued to institutional investor upon conversion of Note Payable at $.1342 per share     59,613       596       7,404                8,000  
Shares issued to institutional investor upon conversion of Note Payable at $.13 per
share		     107,692       1,077       12,923                14,000  
Shares issued to institutional investor upon conversion of Note Payable at $.088 per share     170,455       1,705       13,295                15,000  
Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share     343,348       3,433       12,567                16,000  
Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share     269,058       2,690       9,310                12,000  
Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share     268,670       2,687       7,313                10,000  
Shares issued to institutional investor upon conversion of Note Payable at $.0397 per share     428,212       4,282       4,218                8,500  
Shares issued to a private investor at $.065 per share     9,230,770       92,308       507,692                600,000  
Shares issued for consulting to the then interim CEO at $.065 per share     300,000       3,000       16,500                19,500  
Vested stock options and warrants                       830,372                830,372  

See Notes to Financial Statements.

F-7

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013 – (continued)

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Shares issued to an institutional investor upon conversion of Note Payable at $.0286 per share     349,650       3,497       6,503                10,000  
Shares issued to a private investor per a convertible note default at $.15 per share     7,500,000       75,000       1,050,000                1,125,000  
Shares issued to a private investor at $.15 per share     263,333       2,633       36,867                39,500  
Shares issued upon exercise of options at $.01 per share     412,963       4,130                         4,130  
Stock issued upon conversion of debt at $.15 per share     3,292,557       32,926       460,958                493,884  
Stock issued upon conversion of debt at $.065 per share     2,850,754       28,508       156,791                185,299  
Shares issued to private investor upon conversion of Note Payable at $.18 per
share		     316,898       3,169       53,873                57,042  
Shares issued to private investor upon conversion of Note Payable at $.052 per share     1,147,078       11,471       48,063                59,534  
Shares issued to private investor upon conversion of Note Payable at $.10 per
share		     565,834       5,658       50,926                56,584  
Shares issued to a private investor upon conversion of Note Payable at $.032 per share     1,572,327       15,723       34,277                50,000  
Shares issued to an institutional investor upon conversion of Note Payable at $.031 per share     387,097       3,871       8,129                12,000  
Stock issued upon conversion of debt at $.15 per share     397,267       3,973       55,617                59,590  
Shares issued to a Director as compensation at $.09 per share     277,778       2,778       22,222                25,000  
Shares issued under PPM at $.07 per share     9,870,666       98,707       592,239                690,946  
Shares issued to institutional investor upon conversion of Note Payable at $.0353 per share     509,915       5,099       12,901                18,000  
Shares issued to a private investor upon conversion of Note Payable at $.032 per share     283,718       2,837       6,185                9,022  
Shares issued to an institutional investor upon conversion of Note Payable at $.0297 per share including $11,021 of interest.     740,741       7,407       25,614                33,021  
Shares issued at $.15 per share as Investor Relations compensation     625,000       6,250       87,500                93,750  
Shares issued as settlement to remove
anti-dilution agreement at $.065 per share		     26,500,000       265,000       1,457,500                1,722,500  
Shares issued in settlement with former COO at $.15 per share less shares cancelled at $.09 per share     803,701       8,037       134,296                142,333  
Equity value for options and warrants                       150,189                150,189  
Shares issued at $.07 per share as Investor Relations compensation     300,000       3,000       18,000                21,000  
Shares issued at $.15 per share as conversion of debt     157,088       1,571       21,992                23,563  

See Notes to Financial Statements.

F-8

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013 – (continued)

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Shares issued to a private investor exercising options at $.01 per share     71,826       718                         718  
Shares issued to debtors as compensation at $.10 per share     1,563,031       15,630       140,613                156,243  
Value of equity instruments issued with debt                       33,469                33,469  
Shares issued upon conversion of Note Payable at $.07 per share     236,092       2,361       14,165                16,526  
Share true-up to certified shareholders list per the stock transfer agency     100       1                         1  
Net loss                                (7,422,155 )      (7,422,155 ) 
Balance at 12/31/2012     104,247,228     $ 1,042,473     $ 14,945,435     $ (19,291,111 )    $ (3,303,203 ) 
Shares issued to debtors as compensation at $.15 per share     290,143       2,901       40,620                43,521  
Shares issued under PPM to five investors at $.07 per share     7,142,857       71,429       428,571                500,000  
Shares issued to an escrow account underlying a debt agreement(11)     1,000,000       10,000                         10,000  
Shares issued to debtors as compensation at $.15 per share     230,332       2,303       32,247                34,550  
Shares issued to an institutional investor at $.07 per share     7,142,858       71,429       428,571                500,000  
Value of shares per an agreement with a former officer(12)                       40,480                40,480  
Shares issued to consultant as compensation at $.067 per share     250,000       2,500       14,250                16,750  
Value of Equity instruments issued with debt                       392,556                392,556  
Shares issued to former consultant exercising options at $.01 per share     200,000       2,000                         2,000  
Shares issued to former CEO exercising options at $.01 per share.     333,330       3,333                         3,333  
Shares issued upon conversion of four notes payable at $.15 per share     1,041,622       10,416       145,827                156,243  
Shares issued for interest to the four notes payable at $.15 per share     74,462       745       10,425                11,170  
Shares issued for cashless exercise of warrants at $.12 per share     277,778       2,778                         2,778  
Shares issued for cashless exercise of warrants at $.16 per share     163,334       1,633                         1,633  
Shares issued for cashless exercise of warrants at $.15 per share     632,708       6,327                         6,327  
Shares issued for cashless exercise of warrants at $.20 per share     261,848       2,618                         2,618  
Shares issued to 24 warrant holders exercised at a reduced price for $.10 per share     10,444,898       104,449       940,041                1,044,490  
Shares issued to 4 PPM investors converting notes at $.12 per share     2,637,534       26,375       290,129                316,504  
Shares issued to 10 PPM investors converting notes at $.18 per share     5,405,431       54,054       966,146                1,020,200  
Shares issued to consultant as compensation at $.38 per share     150,000       1,500       55,500                57,000  
Shares issued for two note conversions at $.014 per share     71,066,331       710,663       284,265                994,928  

See Notes to Financial Statements.

F-9

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF STOCKHOLDERS’ DEFICIT
PERIOD FROM APRIL 23, 2002 (INCEPTION)
To December 31, 2013 – (continued)

         
  Shares   Amount   Paid-in
Capital		   Deficit   Total
Shares issued for warrant exercise at $.15 per share     1,071,429       10,715       150,000                160,715  
Shares issued for a cashless exercise of warrants at $.10 per share     3,024,390       30,244                         30,244  
Shares issued to an investor for a cashless exercise of warrants at $.17 per share     204,306       2,044                         2,044  
Shares issued for a cashless exercise of warrants at $.075 per share     544,714       5,447                         5,447  
Shares issued to former Board Directors as compensation at $.325 per share     100,000       1,000       99,000                100,000  
Reduced warrant exercise compensation expense                       2,140,946                2,140,946  
Options issued as part of employee bonus                       147,500                147,500  
Shares issued to one investor for cashless warrant exercised at $.12 per share     277,778       2,778                         2,778  
Shares issued for cashless warrant exercise at $.13 per share     159,722       1,597                         1,597  
Shares issued for interest on two note conversions at $.18 per share     40,918       409       6,956                7,365  
Shares issued in settlement with a former noteholder at $.27 per share     378,000       3,780       98,280                102,060  
Shares issued for a stock option exercise at $.065 per share     10,000       100       550                650  
Shares issued to one warrant holder executed at a reduced price of $.125 per share     1,000,000       10,000       115,000                125,000  
Shares issued for option exercise at $.07 per share     17,000       170       1,020                1,190  
Shares issued for cashless warrant exercise at $.075 per share     116,667       1,167                         1,167  
Vesting expense                       1,505,270                1,505,270  
Net loss                                (9,406,304 )      (9,406,304 ) 
Balance at 12/31/13     219,937,619     $ 2,199,376     $ 23,279,585     $ (28,697,415 )    $ (3,218,454 ) 

(1) Founders shares, 1,000,000 pre-split.
(2) 23,492 (40,000 pre-split) shares valued at $.0167 per share as compensation for loan guarantees by management.
(3) Investment including 670 shares issued as a 10% finder’s fee.
(4) For payment of patent legal fees.
(5) Compensation for loan guarantees by management.
(6) For vendor contractual consideration.
(7) Employment agreements.
(8) Investment.
(9) Conversion of convertible notes by management.
(10) Investment, “October 2008 financing”.
(11) The shares reduce by  1/3 yearly and are returned to the Company as the debt is paid.
(12) The Company purchased shares previously issued to a former officer equal to the cost of withholding taxes advanced by the Company. The value here represents the net pay from the transaction that was retained by the Company.

See Notes to Financial Statements.

F-10

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS

     
  Year Ended December 31,   April 23, 2002 (Inception) To December 31, 2013
     2013   2012
Cash flow from operating activities:
                           
Net loss     (9,406,304 )      (7,422,155 )      (28,697,415 ) 
Adjustments to reconcile net loss to net cash used in operating activities:
                           
Depreciation and amortization     148,761       1,079       159,405  
Vested stock options and warrants     3,700,070       830,372       7,197,742  
Equity instruments issued for management and consulting     239,290       3,919,828       6,029,058  
Stock-based registration payments     —       —       355,124  
Capital contributions resulting from waivers of debt     —       —       476,398  
Amortization of debt discount     413,695       57,518       756,497  
(Gain) loss on valuation of equity-linked instruments     (157,580 )      3,116       (785,650 ) 
Changes in assets and liabilities:
                           
Accounts receivable     (57,534 )      10,583       (97,245 ) 
Inventories     23,034       (47,604 )      (122,175 ) 
Prepaid expense and other assets     (33,179 )      2,739       (60,588 ) 
Notes payable to shareholders     —       —       (14,957 ) 
Accounts payable     429,033       421,104       2,147,872  
Accrued expenses     776,548       1,039,255       2,494,237  
Deferred revenue     69,000       —       69,000  
Net cash used in operating activities:     (3,855,166 )      (1,184,165 )      (10,092,697 ) 
Cash flow from investing activities:
                           
Purchase of fixed assets     (162,761 )      —       (175,019 ) 
Purchase of intangibles     (53,355 )      —       (195,850 ) 
Net cash used in investing activities     (216,116 )      —       (370,869 ) 
Cash flow from financing activities:
                           
Proceeds from long-term and convertible debt     1,822,718       528,525       3,935,209  
Repayment of convertible debt     —       (150,000 )      (250,000 ) 
Principal payments on long-term debt     —       —       (75,667 ) 
Issuance of common stock     2,337,378       695,794       6,955,977  
Net cash provided by (used in) financing activities     4,160,096       1,074,319       10,565,519  
Net increase (decrease) in cash     88,814       (109,846 )      101,953  
Cash at beginning of period     13,139       122,985       —  
Cash at end of period     101,953       13,139       101,953  
Non cash transactions:
                           
Conversion of debt to accrued liabilities     415,775       100,000       515,775  
Common stock issued for accrued interest/bonus     402,669       106,310       620,839  
Conversion of accounts payable to convertible debt     —       —       546,600  
Common stock issued to satisfy debt     2,318,568       817,800       3,538,935  
Stock/warrant issued to satisfy accounts payable/Liabilities     100,521       418,644       539,165  

See Notes to Financial Statements.

F-11

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Continuance of Operations

Skyline Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Since inception to December 31, 2013, the Company raised approximately $6,956,000 in equity and $3,935,000 in debt financing, including $2,337,000 in equity and $1,823,000 in convertible debt in 2013. In 2014, the Company has completed a private offering of units of preferred stock and warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

Recent Accounting Developments

We reviewed all significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.

Valuation of Intangible Assets

We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles —  Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management's best estimate of the related risks and return at the time the impairment assessment is made.

Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.

F-12

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

Accounting Policies and Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Presentation of Taxes Collected from Customers

Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

Shipping and Handling

Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.

Advertising

Advertising costs are expensed as incurred. There were no advertising expenses for 2013 and 2012.

Research and Development

Research and development costs are charged to operations as incurred. Research and development costs were approximately $235,000 and $15,000 for 2013 and 2012, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 — Revenue Recognition.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution and filters may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution and filters from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.

Receivables

Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.

F-13

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

Inventories

Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:

   
  December 31,
2013		   December 31,
2012
Finished goods   $ 56,818     $ 91,008  
Raw materials     18,603       39,543  
Work-In-Process     46,754       14,658  
Total   $ 122,175     $ 145,209  

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:

 
  Years
Computers and office equipment     3 – 7  
Leasehold improvements     5  
Manufacturing Tooling     3 – 7  

The Company’s investment in Fixed Assets consists of the following:

   
  December 31,
2013		   December 31, 2012
Computers and office equipment   $ 61,505     $ 12,258  
Leasehold Improvements     23,614           
Manufacturing Tooling     89,900           
Total     175,019       12,258  
Less: Accumulated Depreciation     16,909       8,737  
Total Fixed Assets, Net   $ 158,110     $ 3,521  

Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

Intangible Assets

Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

F-14

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.

Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.

Patents and Intellectual Property

On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.

Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.

Subsequent Events

Sale of Convertible Preferred Stock and Warrants.  In February 2014, we raised $2,055,000 less offering expenses from a private place of convertible preferred stock. As of February 4, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement with certain investors (the “Purchasers”) pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”), and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”). The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. The closing of the sale of the Preferred Shares and Warrants (collectively, the “Securities”) occurred as of February 4, 2014 (the “Closing”). If the Company’s Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares purchased by each Purchaser purchased are convertible.

The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing of the offering, and to use commercially reasonable efforts to have the registration statement declared effective within 105 days if there is no review by the Securities and Exchange Commission, and within 150 days in the event of such review.

F-15

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

The Securities were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.

The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.

The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.26 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY® Automated Surgical Fluid Disposal Systems, then, the number of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.

Settlement with Group of Warrantholders.  In September 2013, the Company received a request to issue 4,993,814 shares of its common stock to a group of partnerships and individuals in connection with the cashless exercise of stock purchase warrants covering a total of 6,184,412 shares. In processing the exercise, the Company commenced an internal investigation regarding the warrants and withheld delivery of the certificates for a substantial majority of the shares, pending the outcome of the investigation.

After investigation, the Company disagreed with the group’s position that all of such shares should be delivered in connection with the exercise. Following negotiations, effective March 3, 2014, the Company and the group entered into a settlement agreement that resulted in, among other things, a net reduction of 1,264,988 shares. This reduction is reflected as outstanding on the balance sheet as of December 31, 2013.

F-16

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 2 — DEVELOPMENT STAGE OPERATIONS

The Company was formed April 23, 2002. Since inception through December 31, 2013, 219,937,619 shares of common stock have been issued between par value and $1.67. Operations since incorporation have primarily been devoted to raising capital, obtaining financing, development of the Company’s product, administrative services, customer acceptance and sales and marketing strategies.

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS

In connection with the financing completed in October 2008, the Company has effected two reverse stock splits, one on June 6, 2008 and another on October 20, 2008. In accordance with SAB Topic 4C, all stock options and warrants and their related exercise prices are stated at their post-reverse stock split values.

The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.

Accounting for share-based payment

The Company has adopted ASC 718 — Compensation — Stock Compensation (“ASC 718”). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.

ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.

Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.

F-17

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.

Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future.

Valuation and accounting for options and warrants

The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term. For grants issued during 2008, the Company used a 2.0 to 4.5% risk-free interest rate, 0% dividend rate, 53 – 66% volatility and estimated term of 2.5 to 7.5 years. Values computed using these assumptions ranged from $.102 per share to $.336 per share. Warrants or options awarded for services rendered are expensed over the period of service (normally the vesting period) as compensation expense for employees or an appropriate consulting expense category for awards to consultants and directors. Warrants granted in connection with a common equity financing are included in stockholders’ equity, provided that there is no re-pricing provision that requires them to be treated as a liability (See Note 8) and warrants granted in connection with a debt financing are treated as a debt discount and amortized using the interest method as interest expense over the term of the debt.

Warrants issued in connection with the $100,000 convertible debt that closed March 1, 2007 created a debt discount of $40,242 that was being amortized as additional interest over its 5-year term. Warrants issued in connection with the $170,000 convertible “bridge” debt that closed in July 2007 created a calculated debt discount of $92,700 that was fully expensed over its loan term that matured April 30, 2008.

The Company issued $100,000 in convertible debt in October 2009 and issued a warrant, in connection with the debt, for 200,000 shares of common stock at $.65 per share. The Company determined that the warrant had an initial value of $30,150 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.

The Company also issued $200,000 in convertible debt in June 2010 and issued a warrant, in connection with the debt, to purchase 1,111,112 shares of common stock at $.46 per share. The Company determined that the value of the June 2010 warrant was $96,613. This value was treated as a debt discount and amortized as additional interest expense over the 22-month term of the note.

The Company also issued $32,000 in convertible debt in September 2010 and issued a warrant to purchase 320,000 shares of common stock at $.18 per share. The Company determined that this warrant had a value of $15,553 that was treated as a debt discount and amortized as additional interest expense over the 18-month term of the note.

F-18

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

The Company also issued $16,800 in convertible debt in December 2010 and issued a warrant to purchase 200,000 shares of common stock at $.084 per share. The Company determined that this warrant had a value of $7,232 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.

In January 2011, the Company issued three convertible notes of $50,000 each and also issued warrants to purchase 1,595,239 common shares at $.20 per share. The value of the warrants was determined to be $47,908 and was being treated as a debt discount and amortized as additional interest expense over the 24-month term of the notes.

For grants of stock options and warrants in 2011 the Company used a 0.34 to 2.44% risk-free interest rate, 0% dividend rate, 54 – 66% volatility and estimated term of 3 to 10 years. Values computed using these assumptions ranged from $0.0126 to $0.3412 per share.

In November 2012, the Company issued four convertible notes of $27,500, $27,500, $51,243 and $50,000, respectively. The note holders were issued shares of our common stock at $.10 per share value in consideration for the notes. Though short term the value of the notes are being treated as a debt discount with an aggregate discount of $33,469 and amortized as additional interest expense over the six month term of the notes.

For grants of stock options and warrants in 2012 the Company used a 0.33% to 1.80% risk-free interest rate, 0% dividend rate, 54%, 59% or 66% volatility and estimated terms of 3, 5 or 10 years. Value computed using these assumptions ranged from $0.0111 to $0.096 per share.

In January 2013, in connection with a private placement offering the Company issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate 2,500,000 shares of the corporation’s common stock at an exercise price of $.15 per share. The value of the notes were treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.

In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.

On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company’s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.

In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $01 per share, at $.01 per share to the former CEO exercising options.

In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Herschkowitz who received 357,163 shares.

F-19

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation’s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.

In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.

In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.

For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.

The following summarizes transactions for stock options and warrants for the periods indicated:

       
  Stock Options(1)   Warrants(1)
     Number of
Shares		   Average
Exercise Price		   Number of
Shares		   Average
Exercise Price
Outstanding at December 31, 2005     17,956     $ 1.67       20,950     $ 2.62  
Issued     23,942       1.67       71,826       0.85  
Outstanding at December 31, 2006     41,898       1.67       92,776       1.25  
Issued     5,984       1.67       28,502       0.35  
Outstanding at December 31, 2007     47,882       1.67       121,278       1.04  
Issued     1,243,292       0.2       5,075,204       0.45  
Expired                       (11,971 )      3.76  
Outstanding at December 31, 2008     1,291,174       0.26       5,184,511       0.45  
Issued     205,000       0.37       2,188,302       0.65  
Outstanding at December 31, 2009     1,496,174       0.27       7,372,813       0.49  
Issued     2,210,000       0.17       3,435,662       0.34  
Expired     (207,956 )      0.43       (8,979 )      1.67  
Exercised                       (128,571 )      0.46  
Outstanding at December 31, 2010     3,498,218       0.19       10,670,925       0.44  
Issued     2,483,334       0.01       18,222,243       0.14  
Expired     (83,941 )      0.73       (2,010,917 )      0.48  

F-20

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

       
     Stock Options(1)   Warrants(1)
     Number of
Shares		   Average
Exercise Price		   Number of
Shares		   Average
Exercise Price
Exercised     (100,000 )      0.01                    
Outstanding at December 31, 2011     5,797,611       0.11       26,882,251       0.23  
Issued     9,514,286       0.08       11,688,166       0.15  
Expired     (2,235,368 )      0.11       (3,366,455 )      0.50  
Exercised     (412,963 )      0.01       (71,826 )      0.01  
Outstanding at December 31, 2012     12,663,566       0.09       35,132,136       0.13  
Issued     17,986,157       0.09       25,739,682       0.12  
Expired     (1,159,995 )      0.24       (8,326,862 )      0.18  
Exercised     (560,330 )      0.01       (17,901,127 )      0.11  
Outstanding at December 31, 2013     28,929,398     $ 0.09       34,643,829     $ 0.14  

(1) Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.

At December 31, 2013, 27,658,652 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.085 and a weighted average remaining term of 8.80 years. There are 34,643,829 warrants that are fully vested and exercisable. Stock-based compensation recognized in 2013 and 2012 was $3,700,070 and $830,372, respectively. The Company has $166,905 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over the next 22 months.

The following summarizes the status of options and warrants outstanding at December 31, 2013:

   
Range of Exercise Prices   Shares   Weighted
Average
Remaining
Life
Options:
                  
$0.01     550,000       7.52  
$0.017     325,187       4.43  
$0.065     10,000       9.20  
$0.07     197,286       9.44  
$0.075     14,400,000       9.21  
$0.079     1,740,508       9.22  
$0.08     9,300,000       8.63  
$0.88     400,000       8.07  
$0.1325     226,415       9.54  
$0.14     242,857       9.54  
$0.15     676,666       7.16  
$0.17     5,000       9.36  
$0.27     370,373       10.00  
$0.29     100,000       9.77  
$0.318     94,338       9.75  
$0.33     100,000       9.73  
$0.3415     20,000       9.75  
$0.35     75,000       0.37  
$0.585     95,768       0.44  
Total     28,929,398        

F-21

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

   
Range of Exercise Prices   Shares   Weighted
Average
Remaining
Life
Warrants:
                  
$0.01     200,000       1.94  
$0.075     2,666,667       0.85  
$0.08     7,714,286       4.20  
$0.10     1,428,572       0.33  
$0.12     200,000       4.90  
$0.15     16,648,284       3.98  
$0.16     150,000       0.38  
$0.17     1,294,118       0.27  
$0.18     533,333       2.83  
$0.198     1,770,833       4.41  
$0.20     1,237,500       0.18  
$0.25     375,000       0.77  
$0.46     83,207       0.30  
$0.769     342,029       0.50  
Total     34,643,829        

Stock options and warrants expire on various dates from January 2014 to December 2023.

Under the terms of the Company's agreement with investors in the October 2008 financing, 1,920,000 shares of common stock were the maximum number of shares allocated to the Company's existing shareholders at the time of the offering (also referred to as the original shareholders or the “Founders”). Since the total of the Company's fully diluted shares of common stock was greater than 1,920,000 shares, in order for the Company to proceed with the offering, the Board of Directors approved a reverse stock split of 1-for-1.2545. After this split was approved, additional options and warrants were identified, requiring a second reverse stock split in order to reach the 1,920,000 shares. The second reverse stock split on the reduced 1-for-1.2545 balance was determined to be 1-for-1.33176963. Taken together, if only one reverse stock split was performed, the number would have been a reverse stock split of 1-for-1.670705.

On June 6, 2008, the Board of Directors approved the first reverse stock split. The authorized number of shares of common stock of 20,000,000 was proportionately divided by 1.2545 to arrive at 15,942,607.

On October 20, 2008, the Board of Directors (i) approved the second reverse stock split pursuant to which the authorized number of shares of common stock of 15,942,607 was proportionately divided by 1.33177 to arrive at 11,970,994 shares and (ii) approved a resolution to increase the number of authorized shares of the Company's common stock from 11,970,994 to 40,000,000, which was approved by the Company’s shareholders holding a majority of the shares entitled to vote thereon at a special meeting of shareholders held on December 3, 2008.

The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.

The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.

The shareholders approved an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.

F-22

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

An increase from 300 million to 800 million authorized shares, and an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.

Stock Options and Warrants Granted by the Company

The following table is the listing of stock options and warrants as of December 31, 2013 by year of grant:

Stock Options:

   
Year   Shares   Price
2008     420,955     $ .017 – .585  
2009     75,000       .35  
2010     410,000       .15  
2011     550,000       .01  
2012     9,497,286       .07 – .08  
2013     17,976,157       0.065 – 0.3415  
Total     28,929,398     $ .01 – .585  
Warrants:

   
Year   Shares   Price
2008     342,029     $ 0.46 – 0.769  
2009     83,207       .46  
2010     200,000       .01  
2011     8,597,690       .075 – .25  
2012     5,352,451       .15 – 0.20  
2013     20,068,452       0.08 – .198  
Total     34,643,829     $ .01 – .769  

NOTE 4 — LOSS PER SHARE

The following table presents the shares used in the basic and diluted loss per common share computations:

     
  Year Ended December 31,   From
April 23, 2002 (Inception) To December 31, 2013
     2013   2012
Numerator:
                  
Net loss available in basic and diluted calculation   $ (9,406,304 )    $ (7,422,155 )    $ (28,697,415 ) 
Denominator:
                  
Weighted average common shares
outstanding-basic		     151,958,618       69,587,814       18,952,512  
Effect of dilutive stock options and warrants(1)     —       —       —  
Weighted average common shares
outstanding-diluted		     151,958,618       69,587,814       18,952,512  
Loss per common share-basic and diluted   $ (0.06 )    $ (0.11 )    $ (1.51 ) 

F-23

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 4 — LOSS PER SHARE - (continued)

(1) The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.

NOTE 5 — INCOME TAXES

The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.

Federal and state income tax return operating loss carryovers as of December 31, 2013 were approximately $13,969,000 and will begin to expire in 2017.

The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with the net operating losses. Future events and changes in circumstances could cause this valuation allowance to change.

The components of deferred income taxes at December 31, 2013 and December 31, 2012 are as follows:

   
  December 31,
2013		   December 31,
2012
Deferred Tax Asset:
                  
Net Operating Loss   $ 3,259,000     $ 2,209,000  
Other     59,000       73,000  
Total Deferred Tax Asset     3,318,000       2,282,000  
Less Valuation Allowance     3,318,000       2,282,000  
Net Deferred Income Taxes   $ —     $ —  

F-24

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 6 — LONG-TERM DEBT

Long-term debt is as follows:

   
  December 31, 2013   December 31, 2012
Note payable issued on October 26, 2009, net of a discount of $0 and $0 discount, with interest at 8% to March 31, 2012 when the remaining balance was payable and convertible into shares of common stock at $.35 per share. The note was renegotiated in February 2013.     —       100,000  
Note payable issued on June 12, 2010 with interest at 12% to March 31, 2012 when the remaining balance was payable, and is convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013.     —       200,000  
Note payable issued on December 23, 2010, with interest at 10%, matured December 23, 2012 and was convertible into shares of common stock at $.084 per share. The note was renegotiated in February 2013.     —       16,800  
Note payable issued on September 21, 2010 with interest at 12%, matured March 30, 2012 and was convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013.     —       32,000  
Note payable issued January 1, 2011 to a law firm that accepted this note in full payment of their past due legal fees. The note bears interest at 6%, matures January 1, 2015 and is convertible into shares of common stock at $.15 per share. The note was renegotiated in March 2013, and has been paid in full.     —       89,300  
On November 6, 2012 the Company issued four convertible notes at 20% interest, each, net of an aggregate discount of $21,138, due on April 6, 2013. The four notes were converted into 1,041,622 shares at $0.10 per share.     —       122,774  
Total     —       560,874  
Less amount due within one year     —       471,574  
Long-Term Debt   $ —     $ 89,300  

Cash payments for interest were $55,198 and $31,008 for 2013 and 2012, respectively.

The four renegotiated notes above, totaling $450,958 in principal and interest, will be paid for the next two (2) years as follows: $120,000 in 2014 and $120,000 in 2015. The remaining balance including attorney’s fees and interest is due on February 1, 2016. The debt is secured by 666,667 shares of common stock held in escrow. The escrow account releases  1/3 or 333,333 shares per year to the Company if there is no default. If a default occurs the entire amount of stock left in escrow at the time of default is released to the former note holders.

NOTE 7 — RENT OBLIGATION

The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $61,150 and $45,961 for 2013 and 2012, respectively.

F-25

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 7 — RENT OBLIGATION - (continued)

The Company’s rent obligation for the next five years are as follows:

 
2014   $ 36,000  
2015   $ 37,000  
2016   $ 38,000  
2017   $ 39,000  
2018   $ 3,000  

NOTE 8 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS

The Company adopted ASC 815 — Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity's own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company's first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2012 and 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.

The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized an increase in the liability for existing warrants during 2011 primarily due to a reduction in the spread between the exercise price and the market price of the underlying shares. In 2012, there was a slight increase to the liability due to the extension of warrants. In 2013 there was a significant decrease as a result of the older warrants expiring or getting exercised.

The inputs to the Black-Scholes model during 2009 through 2013 were as follows:

 
Stock price     $.35  
Exercise price     $.769  
Expected life     .50 years  
Expected volatility     54%  
Assumed dividend rate     —%  
Risk-free interest rate     .13% to 2.97%  

F-26

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 8 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS - (continued)

The original valuations, annual gain (loss) and end of year valuations are shown below:

                     
                     
  Initial
Value		   Annual Gain (Loss)   Value at
12/31/09		   2010
Gain (Loss)		   Value at
12/31/10		   2011
Gain (Loss)		   Value at
12/31/2011		   2012
Gain (Loss)		   Value at
12/31/2012		   2013
Gain (Loss)		   Value at
12/31/2013
January 1 2009 adoption   $ 479,910     $ (390,368 )    $ 870,278     $ 868,772     $ 1,506     $ (88,290 )    $ 89,796     $ (21,856 )    $ 111,652     $ 100,053     $ 11,599  
Warrants issued in quarter ended 6/30/2009     169,854       20,847       149,007       147,403       1,604       (4,689 )      6,293       6,293       —       —       —  
Warrants issued in quarter ended 9/30/2009     39,743       (738 )      40,481       40,419       62       (1,562 )      1,624       910       714       714       —  
Warrants issued in quarter ended 12/31/2009     12,698       617       12,081       12,053       28       (724 )      752       415       337       337       —  
Subtotal     702,205                1,071,847                                                                          
Warrants issued in quarter ended 3/31/2010     25,553                         25,014       539       (5,570 )      6,109       3,701       2,408       2,408       —  
Warrants issued in quarter ended 6/30/2010     31,332                         30,740       592       (6,122 )      6,714       6,083       631       631       —  
Warrants issued in quarter ended 9/30/2010     31,506                         20,891       10,615       (44,160 )      54,775       1,338       53,437       53,437       —  
Total   $ 790,596     $ (369,642 )    $ 1,071,847     $ 1,145,292     $ 14,946     $ (151,117 )    $ 166,063     $ (3,116 )    $ 169,179     $ 157,580     $ 11,599  

NOTE 9 — RELATED PARTY TRANSACTIONS

The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units in SOK Partners.

The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC

On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 9) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.

The remaining disclosure of this Note 9 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.

On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is a member of the Company’s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and

F-27

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 9 — RELATED PARTY TRANSACTIONS - (continued)

accrued interest on the note is due and payable on August 28, 2012. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.

On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.

As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company’s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.

On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.

As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.

Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.

F-28

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 9 — RELATED PARTY TRANSACTIONS - (continued)

In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.

Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $0.014 per share from $0.065 per share, to satisfy the Company’s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.

In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.

Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.

Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.

F-29

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 9 — RELATED PARTY TRANSACTIONS - (continued)

APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.

In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.

In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.

As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 65% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.

On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.

In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest.

F-30

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS

NOTE 10 — RETIREMENT SAVINGS PLANS

We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, its inception year, and again in 2013, we matched 100%, of the employee’s contribution up to 4.0% of their earnings. The employer contribution was $32,790 and $1,654 in 2013 and 2012. There were no discretionary contributions to the plan in 2013 and 2012.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

Marshall Ryan & Mid-State Stainless, Inc. v. Skyline Medical Inc. & Dr. Samuel Herschkowitz.  On March 5, 2014, plaintiffs filed an action in District Court in Hennepin County, Minnesota against the Company and one of its stockholders, Dr. Samuel Herschkowitz. Marshall Ryan, one of the plaintiffs, is an engineer who worked with the Company on design of certain of its products. The action alleges, among other things, breach of a consulting agreement, a manufacturing agreement and a supply agreement between plaintiffs and the Company, various claims of fraud and negligent misrepresentation and breach of the duty of good faith and fair dealing. The Company believes the claims are without merit and is preparing its response.

F-31

 
 

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
CONDENSED BALANCE SHEETS
(Unaudited)

   
  June 30,
2014		   December 31,
2013
ASSETS
                  
Current Assets:
                  
Cash   $ 40,151     $ 101,953  
Accounts Receivable     149,640       97,245  
Inventories     360,663       122,175  
Prepaid Expense and other assets     149,524       60,588  
Total Current Assets     699,977       381,961  
Fixed Assets, net     204,658       158,110  
Intangibles, net     68,137       53,355  
Total Assets   $ 972,772     $ 593,426  
LIABILITIES AND STOCKHOLDERS' DEFICIT
                  
Current Liabilities:
                  
Accounts payable     1,625,330       1,062,108  
Accrued expenses     2,194,486       2,057,957  
Short-term note payable net of discounts of $46,072 and $0
(See Note 8)		     81,124       280,000  
Deferred Revenue     5,000       69,000  
Total Current Liabilities     3,905,940       3,469,065  
Accrued Expenses     290,344       331,216  
Liability for equity-linked financial instruments (See Note 9)     130       11,599  
Total Liabilities   $ 4,196,414     $ 3,811,880  
Commitments and Contingencies     —       —  
Stockholders' Deficit:
                  
Series A Convertible Preferred Stock, $.01 par value, $100 Stated Value, 40,000 authorized, 20,550 outstanding     206       —  
Common stock, $.01 par value, 800,000,000 authorized, 222,869,997 and 219,937,619 outstanding     2,228,700       2,199,376  
Additional paid-in capital     26,647,135       23,279,585  
Deficit accumulated during development stage     (32,099,683 )      (28,697,415 ) 
Total Stockholders' Deficit     (3,223,642 )      (3,218,454 ) 
Total Liabilities and Stockholders' Deficit   $ 972,772     $ 593,426  

See Notes to Condensed Financial Statements.

F-32

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

       
  Three Months Ended June 30,   Six Months Ended June 30,
     2014   2013   2014   2013
Revenue   $ 318,293     $ 150,856     $ 388,513     $ 278,583  
Cost of goods sold     98,365       67,335       129,448       108,939  
Gross Margin     219,928       83,521       259,065       169,644  
General and administrative expense     1,330,222       888,133       2,509,504       2,711,216  
Operations expense     291,584       204,928       556,859       409,395  
Sales and marketing expense     319,303       108,593       524,223       195,562  
Interest expense     14,773       126,654       32,897       222,206  
Loss (gain) on valuation of equity-linked financial instruments     —       (69,251 )      (11,468 )      (88,673 ) 
Total expense     1,955,882       1,259,057       3,612,014       3,446,705  
Net income (loss) available to common shareholders   $ (1,735,954 )    $ (1,175,535 )    $ (3,352,949 )    $ (3,277,061 ) 
Loss per common share basic and diluted   $ (0.01 )    $ (0.01 )    $ (0.02 )    $ (0.03 ) 
Weighted average shares used in computation, basic and diluted     222,620,910       121,267,500       221,922,352       111,045,552  

See Notes to Condensed Financial Statements.

F-33

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM DECEMBER 31, 2012
TO JUNE 30, 2014
(Unaudited)

           
  Preferred Stock   Common Stock   Paid-in
Capital		   Deficit   Total
  Shares   Amount
Balance at 12/31/2012   $ —       104,247,228     $ 1,042,473     $ 14,945,435     $ (19,291,111 )    $ (3,303,203 ) 
Shares issued to debtors as compensation at $.15 per share              290,143       2,901       40,620                43,521  
Shares issued under PPM to
five investors at $.07 per share		              7,142,857       71,429       428,571                500,000  
Shares issued to an escrow account underlying a debt agreement              1,000,000       10,000                         10,000  
Shares issued to debtors as compensation at $.15 per share              230,332       2,303       32,247                34,550  
Shares issued to an institutional investor at $.07 per share              7,142,858       71,429       428,571                500,000  
Value of shares per an agreement with a former officer                                40,480                40,480  
Shares issued to consultant as compensation at $.067 per share              250,000       2,500       14,250                16,750  
Value of Equity instruments issued with debt                                392,556                392,556  
Shares issued to former consultant exercising options at $.01 per share              200,000       2,000                         2,000  
Shares issued to former CEO exercising options at $.01 per share.              333,330       3,333                         3,333  
Shares issued upon conversion of four notes payable at $.15 per share              1,041,622       10,416       145,827                156,243  
Shares issued for interest to the
four notes payable at $.15 per share		              74,462       745       10,425                11,170  
Shares issued for cashless exercise of warrants at $.12 per share              277,778       2,778                         2,778  
Shares issued for cashless exercise of warrants at $.16 per share              163,334       1,633                         1,633  
Shares issued for cashless exercise of warrants at $.15 per share              632,708       6,327                         6,327  
Shares issued for cashless exercise of warrants at $.20 per share              261,848       2,618                         2,618  
Shares issued to 24 warrant holders exercised at a reduced price for $.10 per share              10,444,898       104,449       940,041                1,044,490  
Shares issued to 4 PPM investors converting notes at $.12 per
share		              2,637,534       26,375       290,129                316,504  
Shares issued to 10 PPM investors converting notes at $.18 per
share		              5,405,431       54,054       966,146                1,020,200  
Shares issued to consultant as compensation at $.38 per share              150,000       1,500       55,500                57,000  
Shares issued for two note conversions at $.014 per share              71,066,331       710,663       284,265                994,928  

See Notes to Condensed Financial Statements.

F-34

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM DECEMBER 31, 2012
TO JUNE 30, 2014 – (continued)
(Unaudited)

           
  Preferred Stock   Common Stock   Paid-in
Capital		   Deficit   Total
  Shares   Amount
Shares issued for warrant exercise at $.15 per share              1,071,429       10,715       150,000                160,715  
Shares issued for a cashless exercise of warrants at $.10 per share              3,024,390       30,244                         30,244  
Shares issued to an investor for a cashless exercise of warrants at $.17 per share              204,306       2,044                         2,044  
Shares issued for a cashless exercise of warrants at $.075 per share              544,714       5,447                         5,447  
Shares issued to former Board Directors as compensation at $.325 per share              100,000       1,000       99,000                100,000  
Reduced warrant exercise compensation expense                                2,140,946                2,140,946  
Options issued as part of employee bonus                                147,500                147,500  
Shares issued to one investor for cashless warrant exercised at $.12 per share              277,778       2,778                         2,778  
Shares issued for cashless warrant exercise at $.13 per share              159,722       1,597                         1,597  
Shares issued for interest on two note conversions at $.18 per share              40,918       409       6,956                7,365  
Shares issued in settlement with a former noteholder at $.27 per share              378,000       3,780       98,280                102,060  
Shares issued for a stock option exercise at $.065 per share              10,000       100       550                650  
Shares issued to one warrant holder executed at a reduced price of $.125 per share              1,000,000       10,000       115,000                125,000  
Shares issued for option exercise at $.07 per share              17,000       170       1,020                1,190  
Shares issued for cashless warrant exercise at $.075 per share              116,667       1,167                         1,167  
Vesting expense                                1,505,270                1,505,270  
Net loss                                         (9,406,304 )      (9,406,304 ) 
Balance at 12/31/13   $ —       219,937,619     $ 2,199,376     $ 23,279,585     $ (28,697,415 )    $ (3,218,454 ) 
Shares issued for cashless warrant exercise at $.20 per share              129,630       1,296                         1,296  
Shares issued for option exercise at $.0167 per share              325,187       3,252       2,178                5,430  
Shares issued at $.275 per share as Investor Relations compensation              150,000       1,500       39,750                41,250  
Shares issued for cashless warrant exercise at $.17 per share              249,252       2,493                         2,493  
Shares issued for an option exercise at $.07 per share              20,000       200       1,200                1,400  
Shares issued for cashless warrant exercise at $.01 per share              163,062       1,630                         1,630  

See Notes to Condensed Financial Statements.

F-35

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM DECEMBER 31, 2012
TO JUNE 30, 2014 – (continued)
(Unaudited)

           
  Preferred Stock   Common Stock   Paid-in
Capital		   Deficit   Total
  Shares   Amount
Shares issued for warrant exercise at $.18 per share              200,000       2,000       34,000                36,000  
Shares issued at $.25 per share as Investor Relations compensation              100,000       1,000       24,000                25,000  
Reduction in escrow account per settlement agreement              (333,334 )      (3,333 )                        (3,333 ) 
Shares issued for cashless warrant exercise at $.10 per share              360,444       3,605                         3,605  
Shares issued for cashless warrant exercise at $.075 per share              233,334       2,333                         2,333  
Shares issued for cashless warrant exercise at $.17 per share              22,409       224                         224  
Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per
share		              72,760       728       18,191       (18,919 )      —  
Vesting Expense                                352,762                352,762  
Options issued as part of employee bonus                                694,500                694,500  
Shares issued for combined cashless and cash warrant exercise @ $.15 per share.              583,334       5,833       46,667                52,500  
Issuance of Preferred stock     206                         2,054,795                2,055,001  
Shares issued to Investor Relations consultant exercisable at $.15 per share              160,000       1,600       22,400                24,000  
Shares issued to Investor Relations consultant exercisable at $.25 per share              100,000       1,000       24,000                25,000  
Shares issued for cashless warrant exercise at $.18 per share              279,366       2,794                         2,794  
Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per
share		              116,934       1,169       29,232       (30,400 )      —  
Value of equity instruments issued with debt                                23,876                23,876  
Net loss                                         (3,352,949 )      (3,352,949 ) 
Balance at 6/30/2014   $ 206       222,869,997     $ 2,228,700     $ 26,647,136     $ (32,099,683 )    $ (3,223,642 ) 

See Notes to Condensed Financial Statements.

F-36

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

   
  Six Months Ended
June 30,
     2014   2013
Cash flow from operating activities:
                  
Net loss     (3,352,949 )      (3,277,061 ) 
Adjustments to reconcile net loss to net cash used in operating activities:
                  
Depreciation and amortization     25,829       141,482  
Vested stock options and warrants     369,636       1,378,090  
Equity instruments issued for management and consulting     111,917       67,230  
Amortization of debt discount     —       92,538  
(Gain) loss on valuation of equity-linked instruments     (11,468 )      (88,673 ) 
Changes in assets and liabilities:
                  
Accounts receivable     (52,395 )      (62,180 ) 
Inventories     (238,488 )      37,173  
Prepaid expense and other assets     (88,936 )      (8,176 ) 
Notes payable to shareholders     —       —  
Accounts payable     563,223       (28,993 ) 
Accrued expenses     790,157       (379,465 ) 
Deferred Revenue     (64,000 )      5,000  
Net cash used in operating activities:     (1,947,473 )      (2,123,035 ) 
Cash flow from investing activities:
                  
Purchase of fixed assets     (72,377 )      (9,826 ) 
Purchase of intangibles     (14,782 )      (48,545 ) 
Net cash used in investing activities     (87,159 )      (58,371 ) 
Cash flow from financing activities:
                  
Proceeds from long-term and convertible debt     125,000       1,300,000  
Principal payments on notes payable     (300,000 )      —  
Issuance of preferred stock     2,055,000       —  
Issuance of common stock     92,831       1,005,333  
Net cash provided by (used in) financing activities     1,972,831       2,305,333  
Net increase (decrease) in cash     (61,802 )      123,927  
Cash at beginning of period     101,953       13,139  
Cash at end of period     40,151       137,066  
Non cash transactions:
                  
Conversion of debt to accrued liabilities     —       415,775  
Common stock issued for accrued interest/bonus     694,500       23,394  
Common stock issued to satisfy debt     —       178,568  
Stock/warrant issued to satisfy accounts payable/Liabilities     —       43,521  

See Notes to Condensed Financial Statements.

F-37

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Continuance of Operations

BioDrain Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Since inception to June 30, 2014, the Company has raised approximately $9,104,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $4,060,000 in debt financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification (“ASC”), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.

In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation” providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.

F-38

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.

Valuation of Intangible Assets

We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles —  Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management's best estimate of the related risks and return at the time the impairment assessment is made.

Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.

Accounting Policies and Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Presentation of Taxes Collected from Customers

Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

Shipping and Handling

Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.

Advertising

Advertising costs are expensed as incurred. Advertising expenses were $1,250 and $7,793 in the three and six months ended June 30, 2014 and there were no advertising expenses in the three and six months ended June 30, 2013.

Research and Development

Research and development costs are charged to operations as incurred. Research and development expenses were $131,285 and $249,636 in the three and six months ended June 30, 2014 and $75,264 and $133,541 for June 30, 2013.

F-39

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

Revenue Recognition

The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 — Revenue Recognition.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution and filters may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution and filters from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.

Receivables

Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.

Inventories

Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:

   
  June 30,
2014		   December 31,
2013
Finished goods   $ 88,285     $ 56,818  
Raw materials     230,092       18,603  
Work-In-Process     42,286       46,754  
Total   $ 360,663     $ 122,175  

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:

 
  Years
Computers and office equipment     3 – 7  
Leasehold improvements     5  
Manufacturing tooling     3 – 7  

F-40

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

The Company’s investment in Fixed Assets consists of the following:

   
  June 30,
2014		   December 31, 2013
Computers and office equipment   $ 126,234     $ 61,505  
Leasehold improvements     23,874       23,614  
Manufacturing tooling     97,288       89,900  
Total     247,396       175,019  
Less: Accumulated depreciation     42,738       16,909  
Total Fixed Assets, Net   $ 204,658     $ 158,110  

Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

Intangible Assets

Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.

Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.

Patents and Intellectual Property

On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.

Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.

F-41

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

Subsequent Events

On July 23, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Investor Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $610,978 (the “Investor Note”), which Investor Note shall be convertible into a certain amount of shares (the “Investor Conversion Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock ”), in accordance with the terms of the Investor Note, and (ii) a warrant (the “Investor Warrant”) to initially acquire up to 2,036,593 additional shares of Common Stock (the “Investor Warrant Shares”, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the “Investor Securities”). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the “Investor Convertible Notes Offering”).

On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $122,196 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”).

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Liquidity and Capital Resources” for a discussion of the above transactions.

Interim Financial Statements

The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company’s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on March 27, 2014. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

NOTE 2 — DEVELOPMENT STAGE OPERATIONS

The Company was formed April 23, 2002. Since inception to August 4, 2014, 222,975,766 shares of common stock have been issued between par value and $1.67. Operations since incorporation have been devoted to raising capital, obtaining financing, development of the Company’s product, and administrative services.

F-42

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS

The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.

On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the “Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the Closing Date. If the Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 4,615,385 shares to the Purchasers in connection with this provision.

The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 132 days of the Closing Date (as extended by subsequent consent of the Purchasers), and to use commercially reasonable efforts to have the registration statement declared effective within 147 days if there is no review by the Securities and Exchange Commission, and within 192 days in the event of such review. Pursuant to the Registration Rights Agreement this deadline was extended to a filing deadline of 45 days from July 23, 2014, and an effectiveness deadline of the earlier of (A) 60 calendar days from July 23, 2014 (or 120 calendar days from July 23, 2014 if the registration is subject to review by SEC) and (B) the fifth Trading Day after the Company is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review.

The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or

F-43

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.

The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.325 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY® Automated Surgical Fluid Disposal Systems, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.

Accounting for share-based payment

The Company has adopted ASC 718 — Compensation — Stock Compensation (“ASC 718”). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.

ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.

Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.

When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes

F-44

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.

Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future.

Valuation and accounting for options and warrants

The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term.

In January 2013, in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate of 2,500,000 shares of the corporation’s common stock at an exercise price of $.15 per share. The value of the notes are being treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.

In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.

On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company’s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.

In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $.01 per share, at $.01 per share to the former CEO exercising options.

In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Horowitz who received 357,163 shares.

In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation’s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to

F-45

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.

In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.

In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.

For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.

In January 2014 the Company issued 325,187 shares of common stock to the former CEO at $.0167 per share upon his exercising options.

In January through March 2014, 9 warrant holders exercised warrants through a cashless exercise for a total of 1,158,131 shares of common stock.

In January and February 2014 the Company issued warrants to purchase 1,615,383 shares pursuant to a February 4, 2014 private placement whereby the Company issued 20,550 shares of Series A Convertible Preferred Stock raising gross proceeds of $2,055,000. The warrants are at an exercise price of $0.325.

In February 2014 the Company issued a warrant to purchase 111,111 shares of common stock at an exercise price of $0.27 to a major shareholder Dr. Samuel Herschkowitz. The warrant is in consideration for a bridge loan extended in December 2013 that has been paid in February 2014.

On March 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 72,760 shares of common stock were issued to 16 holders of Preferred Shares.

In March 2014, the Company issued 333,334 shares of common stock to a warrant holder for a partial cash exercise at $0.15 per share; issued 250,000 shares to the holder via the cashless exercise of the remainder of the warrant.

In June 2014, the Company issued 279,366 shares of common stock to a warrant holder exercising cashless warrants.

On June 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 116,934 shares of common stock were issued to 16 holders of Preferred Shares.

F-46

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

On June 30, 2014, the Company issued a warrant to purchase 407,318 shares of common stock at an exercise price of $0.165 to SOK Partners, LLC, in consideration for a bridge loan. The warrant has a Black-Scholes debt discount of $23,876.

For grants of stock options and warrants in 2014 the Company used a 1.44% to 2.75% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $0.0586 to $0.1837 per share.

The following summarizes transactions for stock options and warrants for the periods indicated:

       
  Stock Options   Warrants
     Number of Shares   Average Exercise Price   Number of Shares   Average Exercise Price
Outstanding at December 31, 2012     12,663,566       0.09       35,132,136       0.13  
Issued     17,986,157       0.09       25,739,682       0.12  
Expired     (1,159,995 )      0.24       (8,326,862 )      0.18  
Exercised     (560,330 )      0.01       (17,901,127 )      0.11  
Outstanding at December 31, 2013     28,929,398       0.09       34,643,829       0.14  
Issued     5,115,061       0.11       2,133,812       0.27  
Expired     (495,768 )      0.34       (4,171,733 )      0.16  
Exercised     (345,187 )      0.02       (2,220,831 )      0.13  
Outstanding at June 30, 2014     33,203,504     $ 0.10       30,385,077     $ 0.15  

At June 30, 2014, 31,341,741 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.10 and a weighted average remaining term of 8.79 years. All warrants are fully vested and exercisable. Stock-based compensation recognized for the six months ending June 2014 and June 30, 2013 was $352,762 and $1,378,541, respectively. The Company has $259,398 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over a weighted average period of approximately 18 months.

F-47

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

The following summarizes the status of options and warrants outstanding at June 30, 2014:

   
Range of Exercise Prices   Shares   Weighted Average Remaining
Life
Options:
                  
$0.01     550,000       7.02  
$0.065     10,000       8.70  
$0.07     177,286       9.12  
$0.075     14,400,000       8.71  
$0.079     1,740,508       8.72  
$0.08     9,300,000       8.13  
$0.088     400,000       7.57  
$0.1325     226,415       9.04  
$0.14     242,857       9.04  
$0.15     1,110,000       7.97  
$0.17     755,000       9.79  
$0.185     162,162       9.76  
$0.20     250,000       9.72  
$0.23     3,019,565       9.69  
$0.25     250,000       9.65  
$0.27     370,373       9.51  
$0.29     100,000       9.28  
$0.318     94,338       9.26  
$0.33     25,000       9.24  
$0.3415     20,000       9.25  
Total     33,203,504        
Warrants:
                  
$0.01     30,000       1.44  
$0.075     2,083,333       0.07  
$0.08     7,714,286       3.71  
$0.12     200,000       3.58  
$0.15     15,314,951       3.52  
$0.165     407,318       1.38  
$0.18     333,333       3.97  
$0.198     1,770,833       3.92  
$0.20     87,500       0.60  
$0.25     375,000       0.27  
$0.27     111,111       3.21  
$0.325     1,615,383       4.76  
$0.769     342,029       0.01  
Total     30,385,077        

Stock options and warrants expire on various dates from July 2014 to June 2024.

The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.

F-48

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS - (continued)

The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.

The shareholders approved an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.

An increase from 300 million to 800 million authorized shares, and an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.

Stock Options and Warrants Granted by the Company

The following table is the listing of stock options and warrants as of June 30, 2014 by year of grant:

Stock Options:

   
Year   Shares   Price
2010     410,000     $ .15  
2011     550,000       .01  
2012     9,477,286       .07 – .08  
2013     17,901,157       .065 – .3415  
2014     4,865,061       .15 – .25  
Total     33,203,504     $ .01 – .3415  
Warrants:

   
Year   Shares   Price
2008     342,029     $ .769  
2010     30,000       .01  
2011     2,458,333       .075 – .25  
2012     5,352,451       .15 – .20  
2013     20,068,452       .08 – .198  
2014     2,133,812       .165 – .325  
Total     30,385,077     $ .01 – .769  

F-49

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 4 — LOSS PER SHARE

The following table presents the shares used in the basic and diluted loss per common share computations:

       
  Three Months Ended June 30,   Six Months Ended June 30,
     2014   2013   2014   2013
Numerator:
                                    
Net loss available in basic and diluted calculation   $ (1,735,954 )    $ (1,175,535 )    $ (3,352,949 )    $ (3,277,061 ) 
Denominator:
                                    
Weighted average common shares
outstanding-basic		     222,620,910       121,267,500       221,922,352       111,045,552  
Effect of diluted stock options and warrants(1)     —       —       —       —  
Weighted average common shares
outstanding-basic		     222,620,910       121,267,500       221,922,352       111,045,552  
Loss per common share-basic and diluted   $ (0.01 )    $ (0.01 )    $ (0.02 )    $ (0.03 ) 

(1) The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.

NOTE 5 — INCOME TAXES

The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.

During September 2013, the Company experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize the Company’s net operating losses (NOLs). The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company’s value immediately before the ownership change.

At June 30, 2014, the Company had approximately $16.0 million of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2015, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. The Company also had approximately $17.1 million of gross NOLs to reduce future state taxable income at June 30, 2014, which will expire in years 2022 through 2034 if unused. The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At June 30, 2014, the federal and state valuation allowances were $7.1 million and $1.5 million, respectively.

F-50

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 5 — INCOME TAXES - (continued)

The components of deferred income taxes at June 30, 2014 and December 31, 2013 are as follows:

   
  June 30,
2014		   December 31, 2013
Deferred Tax Asset:
                  
Net Operating Loss   $ 7,920,000     $ 3,259,000  
Other     648,000       59,000  
Total Deferred Tax Asset     8,568,000       3,318,000  
Less Valuation Allowance     8,568,000       3,318,000  
Net Deferred Income Taxes   $ —     $ —  

NOTE 6 — RENT OBLIGATION

The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $15,447 and $33,056, for the three and six months ended June 30, 2014 and was $15,173 and $35,159 for the three and six months ended June 30, 2013 respectively.

The Company’s rent obligation for the next five years is as follows:

 
2015   $ 37,000  
2016   $ 38,000  
2017   $ 39,000  
2018   $ 3,600  
2019   $ —  

NOTE 7 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS

The Company adopted ASC 815 — Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity's own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company's first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.

The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price,

F-51

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 7 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS - (continued)

assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized a slight increase in the liability for existing warrants during the first quarter of 2012. In 2013 there was a significant decrease in the liability primarily due to current expirations and the amount of warrants reaching expiration in the near term. In the first quarter 2014 the liability continued to decrease, and was stable in the second quarter 2014.

The inputs to the Black-Scholes model during 2009 through 2014 were as follows:

 
Stock price     $.06 to $.50  
Exercise price     $.01 to $.325  
Expected life     2.0 to 6.5 years  
Expected volatility     59%  
Assumed dividend rate     —%  
Risk-free interest rate     .13% to 2.97%  

The original valuations, annual gain/(loss) and end of year valuations are shown below:

                         
                         
  Initial Value   Annual Gain
(Loss)		   Value at 12/31/09   2010 Gain (Loss)   Value at 12/31/10   2011 Gain (Loss)   Value at 12/31/2011   2012 Gain (Loss)   Value at
12/31/2012		   2013 Gain (Loss)   Value at
12/31/2013		   2014 Gain (Loss)   Value at 6/30/2014
January 1, 2009 adoption   $ 479,910     $ (390,368 )    $ 870,278     $ 868,772     $ 1,506     $ (88,290 )    $ 89,796     $ (21,856 )    $ 111,652     $ 100,053     $ 11,599     $ 11,469     $ 130  
Warrants issued in quarter ended 6/30/2009     169,854       20,847       149,007       147,403       1,604       (4,689 )      6,293       6,293       —       —       —       —       —  
Warrants issued in quarter ended 9/30/2009     39,743       (738 )      40,481       40,419       62       (1,562 )      1,624       910       714       714       —       —       —  
Warrants issued in quarter ended 12/31/2009     12,698       617       12,081       12,053       28       (724 )      752       415       337       337       —       —       —  
Subtotal     702,205                1,071,847                                                                                            
Warrants issued in quarter ended 3/31/2010     25,553                         25,014       539       (5,570 )      6,109       3,701       2,408       2,408       —       —       —  
Warrants issued in quarter ended 6/30/2010     31,332                         30,740       592       (6,122 )      6,714       6,083       631       631       —       —       —  
Warrants issued in quarter ended 9/30/2010     31,506                         20,891       10,615       (44,160 )      54,775       1338       53,437       53,437       —       —       —  
Total   $ 790,596     $ (369,642 )    $ 1,071,847     $ 1,145,292     $ 14,946     $ (151,117 )    $ 166,063     $ (3,116 )    $ 169,179     $ 157,580     $ 11,599     $ 11,469     $ 130  

NOTE 8 — RELATED PARTY TRANSACTIONS

The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

F-52

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 8 — RELATED PARTY TRANSACTIONS - (continued)

Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC

On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $122,195.60 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”).

The SOK Note, the SOK Warrant, the SOK Securities Purchase Agreement and the SOK Registration Rights Agreement contain terms and conditions substantially identical to that of the Investor Note, the Investor Warrant, the Investor Securities Purchase Agreement and the Investor Registration Rights Agreement (as defined below), respectively, which are described in greater detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 8) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.

The remaining disclosure of this Note 8 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.

On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is a member of the Company’s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.

On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued

F-53

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 8 — RELATED PARTY TRANSACTIONS - (continued)

the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.

As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company’s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.

On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.

As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.

Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.

In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.

Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible

F-54

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 8 — RELATED PARTY TRANSACTIONS - (continued)

notes to $0.014 per share from $0.065 per share, to satisfy the Company’s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.

In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.

Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.

Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.

APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.

In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.

F-55

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 8 — RELATED PARTY TRANSACTIONS - (continued)

In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.

As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 57% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.

On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.

In December 2013, the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company paid $305,589.04 to SOK Partners in complete payment of the grid note, including interest.

In connection with the sale of the Preferred Shares on February 4, 2014 as described in Note 3, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased 19,231 Preferred Shares for a purchase price of $25,000 and received warrants to purchase 3,846 shares of common stock.

NOTE 9 — RETIREMENT SAVINGS PLAN

We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, 2013 and again in 2014, we matched 100%, of the employee’s contribution up to 4% of their earnings. The employer contribution was $8,171 and $12,304 for the three months ending June 30, 2014 and June 30, 2013, respectively, and was $15,494 and $18,097, for the six months ending June 30, 2014 and June 30, 2013, respectively.

F-56

 
 

TABLE OF CONTENTS

SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts presented at and for the six months ended June 30, 2014 and June 30, 2013 are unaudited)

NOTE 10 — COMMITMENTS AND CONTINGENCIES

On July 17, 2014, Skyline Medical Inc. (the “Company”) and a stockholder entered into a settlement agreement and release (the “Settlement Agreement”) with Marshall Ryan (“Ryan”) and a company related to Ryan (together, the “Plaintiffs”). The settlement relates to a previously disclosed lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company’s products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing.

Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue Skyline to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder.

The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company’s rights to Ryan’s prior patent assignments, and disclaims any right, title or interest in the Company’s Streamway product including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the Streamway product belong exclusively to Skyline and remain in full force and effect.

NOTE 11 — SUPPLEMENTAL CASH FLOW DATA

Cash payments for interest were $3,468 and $15,522 for the three months ended June 30, 2014 and June 30, 2013, and $21,606 and $41,930 for the six months ended June 30, 2014 and June 30, 2013.

F-57

 
 

TABLE OF CONTENTS

  

  

 

  

       Shares of Common Stock
Warrants to Purchase       shares of Common Stock

  
  
  
  
  
  
  
  
  

[GRAPHIC MISSING]

  
  
  
  
  
  
  
  



 

PROSPECTUS



 

  
  
  
  
  
  
  
  
  
  
  
  

Aegis Capital Corp  
  
  

The date of this prospectus is               , 2014

 

 
 

TABLE OF CONTENTS

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee, the FINRA filing fee and the NASDAQ initial listing fee.

 
Securities and Exchange Commission registration fee   $ 3,416.90  
FINRA filing fee   $ 1,000.00  
NASDAQ initial Filing fee   $ 50,000.00  
Printing and engraving expenses   $ 15,000.00  
Blue Sky fees and expenses   $ —  
Legal fees and expenses   $ 50,000.00  
Accounting fees and expenses   $ 5,000.00  
Miscellaneous   $ —  
Total   $ 124,416.90  

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

We are a Delaware corporation and certain provisions of the Delaware Statutes and our bylaws provide for indemnification of our officers and directors against liabilities that they may incur in such capacities. A summary of the circumstances in which indemnification is provided is discussed below, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.

Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. A summary of the circumstances in which such indemnification provided for is contained herein, but that description is qualified in its entirety by reference to the relevant Section of the Delaware General Corporation Law.

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interest; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnification in connection with a proceeding by or in the right of the Company in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interest and must not have been adjudged liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on behalf of the Company in which a director is adjudged

II-1

 
 

TABLE OF CONTENTS

liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he is not entitled to be indemnified by us.

The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, corporate bylaws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.

The statutory provision cited above also grants the power to the Company to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him in such capacity arising out of his status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

Article 8 of our certificate of incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

We have purchased directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following is a summary of our transactions during the last four years involving sales of our securities that were not registered under the Securities Act:

On January 7, 2011, we issued three convertible notes in the amount of $50,000 each to three individuals who had lent the Company $50,000 each. The notes bear interest at 10%, are convertible into shares of common stock at $0.084 to $0.10 per share and have a 24 month maturity date. We also issued warrants to purchase 1,595,239 shares of common stock at $0.20 per share in connection with this financing arrangement.

In February, 2011, we issued 350,000 shares of common stock and a warrant to purchase 350,000 shares of common stock at $0.20 per share to two investors in return for their $33,000 investment in the Company.

On February 11, 2011, we issued 666,667 shares of common stock and a warrant to purchase 666,667 shares of common stock at $0.15 per share to an investor in return for his $50,000 investment in the Company. On March 5, 2012, the warrants were re-issued at $0.075 per share for consulting services.

On February 14, 2011, we issued a warrant to purchase 500,000 shares of common stock at $0.15 per share to a consultant in return for their help in arranging financing.

On February 17, 2011, we issued 3,333,334 shares of common stock and a warrant to purchase 3,333,334 shares of common stock at $0.15 per share (assigned to an affiliate of the investors) to two investors in return for their $250,000 investment in the Company. On March 5, 2012, the warrants were re-issued at $0.075 per share for consulting services.

On February 17, 2011, we issued a warrant to purchase 400,000 shares at $0.075 per share to a consultant in return for their help in raising funds.

On February 23, 2011, we issued 181,818 shares of common stock as a result of an institutional lender converting $10,000 in debt into shares of common stock at a price determined by a formula in the loan agreement.

II-2

 
 

TABLE OF CONTENTS

On March 3, 2011, we issued a warrant to purchase 100,000 shares at $0.10 per share to a consultant for their support in selling the Company’s products.

On March 7, 2011, we issued warrants to purchase 600,000 shares of common stock at $0.10 per share to three individuals in return for their consulting services.

On March 15, 2011, we issued a warrant to purchase 200,000 shares at $0.10 per share to a consultant as a partial payment of his prior executive recruiting services.

In the first and second quarters of 2011, we issued 1,588,235 shares of common stock and warrants to purchase 1,588,235 shares of common stock at $0.17 per share to four investors in return for their $135,000 investment in the Company.

On March 17, 2011, we issued 416,010 shares of common stock as a result of an institutional lender converting $20,000 in debt into shares of common stock at a price determined by a formula in the loan agreement.

On March 23, 2011, we issued 1,333,333 shares of common stock and a warrant to purchase 1,333,333 shares of common stock at $0.15 per share to an investor in return for his $100,000 investment in the Company.

On March 25, 2011, we issued a warrant to purchase 100,000 shares of common stock at $0.16 per share to a consultant in exchange for investor relations services.

On April 14, 2011, we issued 83,333 shares of common stock to the holder of a $100,000 convertible note as payment of prepaid interest as required under terms of the note.

On April 19, 2011, we issued 204,604 shares of common stock as a result of an institutional lender converting $8,000 of debt into shares of common stock at a price determined by a formula in the loan agreement.

On April 22, 2011, we issued 75,000 shares of common stock to the holder of a $50,000 convertible note as payment of prepaid interest as required under terms of the note.

On May 2, 2011, we issued 294,118 shares of common stock and a warrant to purchase 294,118 shares at $0.085 per share to an investor in return for his $25,000 investment in the Company.

On May 16, 2011, we issued 485,437 shares of common stock as a result of an institutional lender converting $15,000 in debt into shares of common stock at a price determined by a formula in the loan agreement.

On May 23, 2011, we issued 250,696 shares of common stock as a result of an institutional lender converting $7,000 in debt and $2,000 of accrued interest into shares of common stock at a price determined by a formula in the loan agreement.

On May 24, 2011, we issued 500,000 shares of common stock and a warrant to purchase 500,000 shares at $0.12 per share to an investor in return for his $35,000 investment in the Company.

In July and August of 2011, we issued 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares at $0.075 per share to seven investors in return for their $210,000 investment in the Company.

On July 12, 2011, we issued 571,429 shares of common stock and a warrant to purchase 571,149 shares at $0.10 per share to an investor in return for his $40,000 investment in the Company.

On July 14, 2011, we issued 57,423 shares of common stock and a warrant to purchase 57,423 shares of common stock at $0.10 per share to a consultant for his consulting services.

On August 2, 2011, we issued 100,000 shares of common stock to an officer of the Company in connection with an exercise under a stock option agreement dated June 14, 2011.

II-3

 
 

TABLE OF CONTENTS

In the third and fourth quarters of 2011, the Company issued 1,212,500 shares of common stock and warrants to purchase 1,212,500 shares of common stock at $0.25 per share to five investors in return for their $242,500 investment in the Company.

On August 31, 2011, the Company issued 475,000 shares of common stock and a warrant to purchase 475,000 shares of common stock at $0.075 per share to a fund raising consultant.

On August 31, 2011, the Company issued 290,699 shares of common stock to a consultant as partial compensation for investor relations consulting work.

On October 11, 2011, the Company issued 575,000 shares of common stock to a consultant as sole compensation for investor relations consulting work.

In November 2011, the Company issued 162,500 shares of common stock and warrants to purchase 162,500 shares of common stock at $0.20 per share to two investors in return for their $32,500 investment in the Company.

On December 20, 2011, the Company issued 1,546,667 shares of common stock at $0.15 per share to Dr. Samuel Herschkowitz in return for his $225,000 investment in the Company, and $7,000 Board Meeting Fees.

On February 3, 2012, the Company issued 87,500 shares of common stock to a consultant as compensation for consulting work.

On March 5, 2012, the Company re-issued a warrant to purchase 100,000 shares of common stock at $0.13 per share to an investor for consulting services. The original warrant was issued on June 23, 2008.

On March 6, 2012, the Company re-issued a warrant to purchase 100,000 shares of common stock at $0.13 per share to an investor for consulting services. The original warrant was issued on June 11, 2008.

On March 6, 2012, the Company re-issued a warrant to purchase 71,429 shares of common stock at $0.13 per share to an investor for consulting services. The original warrant was issued on June 11, 2008.

On March 26, 2012, the Company issued 300,000 shares of common stock at $0.065 per share to Josh Kornberg, currently a Director of the Company for consulting services.

On March 28, 2012, we entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 between the Company and SOK, an investment partnership. Josh Kornberg is an affiliate of SOK. Pursuant to the Purchase Agreement, we issued a 20% convertible note due August 2012 in the principal amount of up to $600,000. Advances have totaled approximately $357,000 through July 27, 2012. In April 2012, the Company issued the first equity bonus to SOK, consisting of 4,615,385 shares of common stock. See “Certain Relationships and Related Party Transactions.”

On March 28, 2012, we signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, we issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz upon the occurrence of an event of default on the note. See “Certain Relationships and Related Party Transactions.”

In April 2012, a private investor elected to convert a $63,000 convertible note into shares of common stock. The investor also elected to convert $29,000 of a $37,500 convertible note into shares of common stock.

In April 2012, an institutional investor elected to convert $8,500 remaining from an original convertible note of $37,500 into 349,650 shares of common stock.

II-4

 
 

TABLE OF CONTENTS

In April 2012, the Company issued an equity bonus consisting of 100,000 shares of common stock to Dr. Samuel Herschkowitz for an additional $15,000 advance under the December 20, 2011 convertible note due June 20, 2012. Dr. Herschkowitz was also issued 163,333 shares of common stock as an equity bonus for $24,500 Board meeting fees.

In May 2012, the Company issued 412,963 shares of common stock to a former Board member and Officer of the Company in exchange for exercising stock options at $0.01 per share.

In May 2012, the Company issued the second equity bonus to SOK, consisting of 4,615,385 shares of common stock. See “Certain Relationships and Related Party Transactions.”

In May 2012, the Company issued 3,292,557 shares of common stock to an institutional investor to transfer debt to equity by an Election to Convert a convertible note.

In May 2012, the Company issued 2,850,754 shares of common stock to a vendor to transfer debt to equity by an Election to Convert Accounts Payable.

In May 2012, the Company issued 1,463,976 shares of common stock to an individual investor to transfer debt to equity by an Election to Convert a convertible note.

In May 2012, the Company issued 565,834 shares of common stock to an individual investor to transfer debt to equity by an Election to Convert a convertible note.

In May 2012, the Company issued 1,572,327 shares of common stock to an individual investor to transfer debt to equity by an Election to Convert a convertible note.

In June 2012, an institutional investor elected to convert $12,000 of a $50,000 convertible note into 387,097 shares of common stock.

In June 2012, the Company issued 397,267 shares of common stock to a vendor to transfer debt to equity by a settlement agreement.

In June 2012, the Company issued 277,278 shares of common stock at $0.09 per share to the Mr. Lawrence Gadbaw the Company’s Chairman of the Board as consulting compensation.

In June 2012, the Company issued 2,571,285 shares of common stock at $0.07 per share and warrants to purchase 2,571,285 shares of common stock at $0.15 per share to 8 investors in return for their $179,990 investment in the Company.

In June 2012, an institutional investor elected to convert $18,000 of a $50,000 convertible note into 509,915 shares of common stock.

In June 2012, the Company issued 283,718 shares of common stock to an individual investor to transfer debt to equity by an Election to Convert a convertible note.

In June 2012, an institutional investor elected to convert $20,000 remaining of a $50,000 convertible note, plus $2,000 interest, into 740,741 shares of common stock.

In June 2012, the Company issued 625,000 shares of common stock to an IR firm as sole compensation for investor relations consulting work.

In August 2012, the Company issued 3,620,809 shares of common stock at $0.07 per share and warrants to purchase 3,620,809 shares of common stock at $0.15 per share to 16 investors in return for their $253,456.58 investment in the Company.

In August 2012, the Company issued 13,250,000 shares of stock to Dr. Sam Herschkowitz and 13,250,000 shares of stock to SOK, per a settlement and forbearance agreement.

In August 2012, the Company issued 1,166,667 shares of common stock at $0.15 per share as part of a settlement with our former COO.

In October 2012, the Company issued 300,000 shares of common stock at $0.07 per share to an investor relations firm as compensation for investor relations consulting work.

II-5

 
 

TABLE OF CONTENTS

In October 2012, the Company issued 157,088 shares of common stock at $0.15 per share to a vendor as compensation for work completed.

In November 2012, the Company issued 2,714,286 shares of common stock at $0.07 per share and warrants to purchase 2,714,286 shares of common stock at $0.15 per share to 5 investors in return for their $190,000 investment in the Company.

On November 6, 2012, we issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. Pursuant to the note purchase agreements, we issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes.

In November 2012, the Company issued 71,826 shares of common stock at $0.01 per share to an investor exercising a warrant.

In December 2012, the Company issued 964,286 shares of common stock at $0.07 per share and warrants to purchase 964,286 shares of common stock at $0.15 per share to 2 investors in return for their $67,500 investment in the Company.

In December 2012 the Company issued 236,092 shares of common stock at $0.07 per share in exchanged for a promissory note without restrictive legend; the note totaled $16,526.40 including principal and interest.

In December 2012 the Company purchased back 362,966 shares of common stock at $0.09 per share from a former COO. The Company remitted payment for the shares directly to the federal and state taxing authorities for payroll taxes pertaining directly to the former COO.

In January 2013, in connection with a private placement offering we issued convertible one year promissory notes that bear interest at 8%, in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $0.12 per share and five year warrants to purchase up to an aggregate of 2,500,000 shares of the corporation’s common stock at an exercise price of $0.15 per share. The value of the notes are net discounts of $45,517 in 2013; due in January 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $0.15 per share. All of the notes were converted in September 2013 resulting in 2,637,534 shares of common stock issued at $0.12 per share.

In January and March, 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $0.07 per share and warrants to purchase 7,142,857 shares of common stock at $0.15 per share to 5 investors in return for their $500,000 investment in the Company.

In January 2013, the Company issued 290,143 shares of common stock at $0.15 per share in payment to a vendor for $43,521.39 including principal and interest.

In February 2013, the Company issued 1,000,000 shares of common stock to an escrow account to secure a settlement agreement with a former note holder. The escrow agent releases  1/3 of the stock back to the Company once per year until the settlement is paid in full. If the Company prepays the balance due then all the stock remaining in escrow is released back to the Company. If the Company defaults, and cannot cure the default within the contracted time period, then the stock is released to the note holder toward payment of the settlement.

In February 2013, the Company issued 250,000 shares of common stock in agreement with an investor relations firm canceling their services.

In March 2013, the Company issued 230,332 shares of common stock to a vendor as part of a cash/stock settlement of their long term note with the Company.

In March 2013, the Company issued 7,142,858 shares of common stock as an equity bonus. Includes a warrant to purchase 7,142,858 shares of common stock at $0.08 per share. Includes a warrant to purchase 3,571,429 shares of common stock at $0.15 per share. Includes a warrant to purchase 190,476 shares of common stock at $0.08 per share. Includes a warrant to purchase 380,952 shares of common stock at $0.08 per share.

II-6

 
 

TABLE OF CONTENTS

On April 22, 2013, the Company issued 200,000 shares of common stock to a former consultant exercising stock options with an exercise price of $0.01.

On April 25, 2013, the Company issued 333,330 shares of common stock to the former CEO exercising stock options with an exercise price of $0.01.

On May 7, 2013 the Company converted the notes issuing 1,116,082 aggregate shares of common stock at $0.15 per share to the note holders. One of the note holder’s is Dr. Herschkowitz, a related party, who received 357,163 shares of common stock.

In May and June 2013, in connection with a private placement offering we issued convertible one year promissory notes that bear interest at 8%, in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $0.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation’s common stock at an exercise price of $0.198 per share. The value of the notes is net discounts of $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $0.18 per share. All of the notes were converted in September 2013 resulting in 5,683,210 shares of common stock issued at $0.18 per share.

In August and September 2013 some warrant holders opted for a cashless warrant exercise resulting in issuing 6,533,788 shares of common stock pursuant to the warrant instruction for cashless exercise. The Company has entered into a settlement agreement with holders of certain of these warrants resulting in a net reduction of 1,264,988 shares. Upon the closing of March 3, 2014, such shares will be canceled and will no longer be reflected as outstanding as of December 31, 2013. (see “Subsequent Events” in Note 1 to the Consolidated Financial Statements included in this prospectus).

In September 2013 the Company offered a limited amount of large warrant holders to exercise at a reduced rate of $0.10 per share. Twenty-four warrants were exercised for a total of 10,444,898 shares for $1,044,490.

In September 2013 the Company issued 150,000 shares of common stock at $0.38 per share for consulting to a public relation/investor relations company.

In September 2013 the Company issued 22,463,172 shares of common stock at $0.14 per share upon conversion of a secured note, which is no longer outstanding.

In September 2013 the Company issued 48,603,159 shares of common stock at $0.14 per share to a secured note holder converting the debt to equity. The security interest held by the noteholder has been returned to the Company. UCC forms were filed appropriately.

In September 2013, two directors resigned from the Board. Both received 50,000 shares of common stock each at $0.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

In October 2013, the Company issued to Wisconsin Rural Enterprise Fund, LLC (“WREF”) 378,000 shares of the Company’s common stock in full and final settlement of all of WREF’s claims against the Company related to a certain Stock Purchase and Sale Agreement entered into by and between the Company and WREF on December 2, 2006.

In October 2013 the Company issued 40,918 shares of the Company’s common stock to two noteholders for missed interest payments when the notes were converted in September 2013. The shares were issued at $0.18 per share.

In October 2013 an employee exercised vested options at $0.065 per share to receive 10,000 shares of the Company’s common stock.

In October a warrant holder exercised at a reduced rate of $0.125 per share. The warrant was exercised for a total of 1,000,000 shares for $125,000.

In November 2013 a vendor exercised a portion of options received in payment for executive placement. He received 17,000 shares of common stock at $0.07 per share.

II-7

 
 

TABLE OF CONTENTS

In December 2013 a warrant holder opted for a cashless warrant exercise resulting in issuing 116,667 shares of common stock pursuant to the warrant instruction for cashless exercise.

In January 2014 a warrant holder opted for a cashless warrant exercise resulting in issuing 129,630 shares of common stock pursuant to the warrant instruction for cashless exercise.

On January 6, 2014, the Company issued 325,187 shares of common stock to the former CEO exercising stock options with an exercise price of $0.01.

In January 2014 a vendor received 150,000 shares of common stock at $0.275 per share in payment for public relations services.

In January 2014 a warrant holder opted for a cashless warrant exercise resulting in issuing 249,252 shares of common stock pursuant to the warrant instruction for cashless exercise.

In January 2014 a vendor exercised a portion of options received in payment for executive placement. He received 20,000 shares of common stock at $0.07 per share.

On February 4, 2014 the Company entered into a Securities Purchase Agreement with certain investors issuing 20,550 shares of Series A Convertible Preferred Stock, par value $0.01, and warrants to acquire an aggregate of approximately 1,600,000 shares of the Company’s common stock, par value $0.01. The preferred shares are convertible into shares of common stock at an initial conversion price of $0.26 per share of common stock. The warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. See (“Subsequent Events” in Note 1 to the Consolidated Financial Statements included in this prospectus).

In February 2014 two warrant holders opted for a cashless warrant exercise resulting in issuing 163,062 shares of common stock pursuant to the warrant instruction for cashless exercise.

In February 2014 a warrant holder exercised his warrant resulting in issuing 200,000 shares of common stock at an exercise price of $0.18 per share for $36,000.

In February 2014 the Company issued 100,000 shares of common stock at $0.25 per share to a vendor as part of a contract for investor relations consulting.

In February 2014, as a result of completing payments for the first of three years pursuant to a settlement agreement, 1,000,000 shares of common stock held in escrow was canceled and reissued for 666,667 shares. The shares held in escrow will reduce by 333,333 shares in February 2015 and then again for the remaining 333,334 shares in February 2016 as the settlement is paid without default.

In March 2014 four warrant holders opted for a cashless warrant exercise resulting in issuing 593,778 shares of common stock pursuant to the warrant instruction for cashless exercise.

In March 2014 one warrant holder opted for a cashless warrant exercise resulting in issuing 22,409 shares of common stock pursuant to the warrant instruction for cashless exercise.

In March 2014 the Company issued preferred dividends pursuant to the PPM agreement. The preferred shares were converted into common stock resulting in the issuance of 72,760 shares of common stock.

In March 2014 a warrant holder exercised a combined cashless and cash warrant exercise. The cashless exercise resulted in issuing 250,000 shares of common stock pursuant to the warrant instruction for exercise. The cash exercise resulted in the issuance of 333,334 shares of common stock at an exercise price of $0.15 per share.

In April 2014, SOK transferred 1,500,000 shares of common stock, par value $0.01, to six shareholders. Two of the recipients, Frank Mancuso and Arnon Dreyfuss are affiliates of the Company currently serving on the Board of Directors. Mr. Mancuso received 250,000 shares and Dr. Dreyfuss received 500,000 shares.

In May 2014, the Company issued 160,000 shares of common stock at $0.15 per share to a vendor as part of a contract for investor relations consulting.

II-8

 
 

TABLE OF CONTENTS

In May 2014, the Company issued 100,000 shares of common stock at $0.25 per share to a vendor as part of a contract for investor relations consulting.

In May 2014, a warrant holder opted for a cashless warrant exercise resulting in issuing 279,366 shares of common stock pursuant to the warrant instruction for cashless exercise.

On June 30, 2014, the Company issued dividends to the holders of Preferred Shares in the form of common stock per a stipulated $0.26 per share. As a result 116,934 shares of common stock were issued to the Preferred Holders.

On July 23, 2014, the Company entered into Securities Purchase Agreements with certain investors, including SOK, an affiliate of the Company, pursuant to which the Company agreed to offer and sell an aggregate of $733,173.60 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

On July 31, 2014, the Company, pursuant to a securities purchase agreement dated July 31, 2014 between the Company and the purchaser named therein, offered and sold an aggregate of $122,195.60 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

On August 8, 2014 the Company, pursuant to a securities purchase agreement dated August 8, 2014 between the Company and the purchaser named therein, offered and sold an aggregate of $305,489.00 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

On August 12, 2014, the Company, pursuant to a securities purchase agreement dated August 12, 2014 between the Company and the purchaser named therein, offered and sold an aggregate of $122,195.60 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

On September 4, 2014 the Company, pursuant to a securities purchase agreement dated September 4, 2014 between the Company and the purchaser named therein, offered and sold an aggregate of $30,548.90 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

On September 5, 2014 the Company, pursuant to a securities purchase agreement dated September 5, 2014 between the Company and the purchaser named therein, offered and sold an aggregate of $488,782.40 in principal amount of senior convertible notes, in addition to warrants to purchase shares of the Company’s common stock.

Unless otherwise specified above, the Company believes that all of the above transactions were transactions not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, since (a) each of the transactions involved the offering of such securities to a substantially limited number of persons; (b) each person took the securities as an investment for his/her/its own account and not with a view to distribution; (c) each person had access to information equivalent to that which would be included in a registration statement on the applicable form under the Securities Act; and (d) each person had knowledge and experience in business and financial matters to understand the merits and risk of the investment; therefore no registration statement needed to be in effect prior to such issuances.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

See “Exhibit Index” below, which follows the signature pages to this registration statement.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-9

 
 

TABLE OF CONTENTS

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, an increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) [Intentionally omitted]
(5) For the purpose of determining any liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-10

 
 

TABLE OF CONTENTS

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(i) The undersigned Registrant hereby undertakes that it will:
(1) for determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.
(2) for determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

II-11

 
 

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Eagan, on September 26, 2014.

 
  SKYLINE MEDICAL INC.
    

By:

/s/ Joshua Kornberg

Joshua Kornberg
Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Joshua Kornberg and Bob Myers, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

   
Signature   Title   Date
/s/ Joshua Kornberg

Joshua Kornberg		   President, Chief Executive Officer (principal executive officer), and Interim Chairman of the Board   September 26, 2014
/s/ Bob Myers

Bob Myers		   Chief Financial Officer (principal financial and accounting officer)   September 26, 2014
/s/ Arnon Dreyfuss

Arnon Dreyfuss		   Director   September 26, 2014
/s/ Frank Mancuso, Jr.

Frank Mancuso, Jr.		   Director   September 26, 2014
/s/ Thomas J. McGoldrick

Thomas J. McGoldrick		   Director   September 26, 2014
/s/ Andrew Reding

Andrew Reding		   Director   September 26, 2014
/s/ Ricardo Koenigsberger

Ricardo Koenigsberger		   Director   September 26, 2014

II-12

 
 

TABLE OF CONTENTS

EXHIBIT INDEX

 
Exhibit
Number		   Description
  1.1**   Form of Underwriting Agreement
2.1   Agreement and Plan of Merger, dated December 16, 2013, between Skyline Medical Inc., a Minnesota corporation, and the registrant(1)
3.1   Certificate of Incorporation,(1)
3.2   Bylaws(18)
3.3   Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock(2)
4.1   Form of Warrant(2)
4.2   Form of Warrant(7)
4.3   Form of Warrant(11)
4.4   Form of Warrant(15)
4.5   Form of Warrant(16)
4.6   Amended and Restated 2012 Stock Incentive Plan(3)
4.7   Form of Senior Convertible Note(19)
4.8   Form of Warrant(19)
4.9   Form of Registration Rights Agreement(20)
 4.10   Form Waiver and Consent of, and Notice to, Holder of Preferred Stock of the registrant(19)
  4.11**   Form of Warrant Agency Agreement by and between Skyline Medical Inc. and [Securities Transfer Corporation] and Form of Warrant Certificate
 4.12**   Form of Representative’s Warrant
 5.1**   Opinion of Maslon Edelman Borman & Brand, LLP
10.1    Form of Securities Purchase Agreement, dated as of February 4, 2014, by and among the registrant and certain Purchasers(2)
10.2    Settlement Agreement and Mutual General Release dated September 18, 2013, entered into by and among Kevin Davidson, Skyline Medical Inc., Atlantic Partners Alliance, LLC, SOK Partners, LLC, Joshua Kornberg and Dr. Samuel Herschkowitz(4)
10.3    Amended and Restated Executive Employment Agreement with Joshua Kornberg, signed on June 17, 2013 and effective March 14, 2013(6)
10.4    BioDrain Medical, Inc., 2012 Stock Incentive Plan Restricted Stock Award Agreement with Joshua Kornberg, signed on June 17, 2013 and effective March 14, 2013(6)
10.5    Form of Convertible Promissory Note(7)
10.6    Promissory Note in the Principal amount of $100,000 in favor of Brookline Group, LLC, dated as of March 8, 2013(9)
10.7    Form of Securities Purchase Agreement(11)
10.8    Office Lease Agreement between the registrant and Roseville Properties Management Company, as agent for Lexington Business Park, LLC(12)
10.9    Form of Non-Qualified Stock Option Agreement under the 2012 Stock Incentive Plan(13)
10.10   Employment Agreement with Josh Kornberg dated August 13, 2012(13)
10.11   Non-Qualified Stock Option Agreement with Josh Kornberg dated August 13, 2012(13)
10.12   Employment Agreement with Robert Myers dated August 11, 2012(13)
10.13   Employment Agreement with David Johnson dated August 13, 2012(13)
10.14   Separation Agreement with Kevin Davidson effective October 11, 2012(13)

II-13

 
 

TABLE OF CONTENTS

 
Exhibit
Number		   Description
10.15   Note Purchase Agreement, dated as of November 6, 2012, between Dr. Samuel Herschkowitz and the registrant(14)
10.16   Note Purchase Agreement, dated as of November 6, 2012, between Dr. Samuel Herschkowitz and the registrant(14)
10.17   Note Purchase Agreement, dated as of November 6, 2012, between Dr. Samuel Herschkowitz and the registrant(14)
10.18   Note Purchase Agreement, dated as of November 6, 2012, between Dr. Samuel Herschkowitz and the registrant(14)
10.19   Amended Lease with Roseville Properties Management Company, Inc. dated January 28, 2013(14)
10.20   Form of Convertible Promissory Note(15)
10.21   Forbearance and Settlement Agreement among the registrant, Dr. Samuel Herschkowitz and SOK Partners, LLC dated August 15, 2012(13)
10.22   Form of Securities Purchase Agreement(16)
10.23   Convertible Note Purchase Agreement between the Company and SOK Partners, LLC dated March 28, 2012, including the form of Convertible Promissory Grid Note(17)
10.24   Amended and Restated Note Purchase Agreement between the Company and Dr. Samuel Herschkowitz dated as of December 20, 2011, including the form of Convertible Promissory Note (issued in the amount of $240,000)(17)
10.25   Letter Agreement, dated August 22, 2013, among Dr. Samuel Herschkowitz, SOK Partners, LLC and the registrant(5)
10.26   Letter Agreement, dated April 25, 2013, among Dr. Samuel Herschkowitz, SOK Partners, LLC and the registrant(8)
10.27   Letter Agreement, dated March 6, 2013, among Dr. Samuel Herschkowitz, SOK Partners, LLC and the registrant(10)
10.28   Form of Securities Purchase Agreement(19)
23.1*   Consent of Independent Registered Public Accounting Firm
 23.2**   Consent of Maslon Edelman Borman & Brand, LLP (included as Exhibit 5.1)
23.3    Power of Attorney (included as part of the signature pages to this registration statement)
101*   Interactive Data File

* Filed herewith.
** To be filed by amendment.
(1) Filed on December 19, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(2) Filed on February 5, 2014 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(3) Filed on August 27, 2013 as an exhibit to our Proxy Statement on Schedule 14A and incorporated herein by reference.
(4) Filed on November 14, 2013 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
(5) Filed on August 28, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(6) Filed on June 18, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(7) Filed on June 12, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.

II-14

 
 

TABLE OF CONTENTS

(8) Filed on May 1, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(9) Filed on March 14, 2013 as an exhibit to our Current report on Form 8-K and incorporated herein by reference.
(10) Filed on March 12, 2013 as an exhibit to our Current Report on Form 8-K (by incorporation by reference from the Schedule 13D/A filed by Dr. Herschkowitz and other parties on March 8, 2013) and incorporated herein by reference.
(11) Filed on February 26, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(12) Filed on November 12, 2008 as an exhibit to our Registration Statement on Form S-1 and incorporated herein by reference.
(13) Filed on October 18, 2012 as an exhibit to our Registration Statement on Form S-1 and incorporated herein by reference.
(14) Filed on January 31, 2013 as an exhibit to our Registration Statement on Form S-1 (except for Exhibit 10.19, by incorporation by reference from the Schedule 13D/A filed by Dr. Herschkowitz and other parties on November 8, 2012) and incorporated herein by reference.
(15) Filed on January 15, 2013 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(16) Filed on June 21, 2012 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(17) Filed on April 3, 2012 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(18) Filed on April 3, 2012 as an exhibit to our Current report on Form 8-K and incorporated herein by reference.
(19) Filed on July 24, 2014 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(20) Filed on August 27, 2013 as Appendix C to our Definitive Proxy Statement for the 2013 Annual Meeting and incorporated herein by reference.

II-15

EX-23.1 2 v389576_ex23-1.htm EXHIBIT 23.1

EXHIBIT 23.1 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion in this Registration Statement on Form S-1 of our audit report, dated March 27, 2014, relating to the financial statements of Skyline Medical Inc. appearing in the Prospectus which are a part of this Registration Statement.  We also consent to the reference to our Firm under captions “Experts” in the Prospectus.

 

Olsen Thielen & Co., Ltd.

 

/s/ Olsen Thielen & Co., Ltd.

 

St. Paul, Minnesota

September 26, 2014

 

 

 
 
 GRAPHIC 3 line.gif GRAPHIC begin 644 line.gif K1TE&.#EA`0`!`(```````/___R'Y!```````+``````!``$```("1`$`.S\_ ` end GRAPHIC 4 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end GRAPHIC 5 logo_skylinemedical-pms.jpg GRAPHIC begin 644 logo_skylinemedical-pms.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`)`"Q`P$1``(1`0,1`?_$`+\```(#`0$``P`````` M``````@)``8'"@4!`P0!``(#`0$!``````````````8'``0%`P(!$```!0,! M"``#!`,'%0`````"`P0%!@$'"!4`$1(3%!87"2(8"B$C)"4QUE=!0T24)ADY M,F(TA-0U1665M49VAK8G-Y>(N%D:$0`!`@0$!`,%`P8/`0`````!`@,1$@0% M`"$3!C%!(A11%0>!,D(C%F&1,W&ATE,D%_"QX5)B@I*R5K0V@N.$);2"23D`!F23R`PDC^ M<-O\X.-TAP]';.5-LZN,HMSB/4IO=#`2]^:IK'6YP:U=`+FQ26J#")6B6#&] MB9PB6*4]2*#*&,FC.^C[0A#'U=S;^!M@ MTN^0]X9`XP)]N:V*EA:VR%NWES*JY3^*MTC3W(/*<);#'B1(V,DL*DBB%&D5 MC.`:0DI7:W7TEAKZ&D[Y2:.W(#B6B!!]Q(R;44Z>2%A)6E$BH*E&2KTVHZ"#=^O-#259&;>2 MR(\(S+;/MA#P)PM4^I-9712&8_P"5V).5^%ETKAO**/PYNN7;F0O[8Z/3LY)VEE:AHDL>8+D!6.Z]>G)* M$1&E"4LTW[XXH%*&"KU_II6MT+ERL];1U]&TDE1;6D$`"),9BB``)S6#X`XL MT'J71.5S=MO-%64%6ZH)2%H4H$DP`A*%Q)(&2"/$C!]YH^Q>%X7WZP;L-)[< MRB:.^<=W3K111_875I;VZ#.),RM%#:N\A3.`1*7%$)3=U,=RTU:&!P<-R+E6_L]!Y)`PJW$WVUBSQN%0*W21.="B2"J)ZGH4B@E6Y%(0F!+J M7WG9GT[3-+O58RW7NP.@@%QQ*28%2H$""1F;>37&W)JR#VM;I M18F[:]AK*W-M;#JH7AXC)[4J$2]@CSH74IQ**!7IRCDR@`S2%`1AX;BV;6V& MD8N;;K=5::A(*7FP903F`J/"89I\2",B,=]N[RHK]5OVQQIRENU.HA3+A$Q` MR)3#C*?>\(@Y@X//(&_UJ,7K/3N^][)6BAEMK=LA[W('E77C.,H"H2D+0SH0 MUZAXD+ZO,+2-Z$B@CUBLXLHL-1"IL.VVVUEWKF[=0(+E4ZJ"0/SDGDD#,DY` M`DX(KE;B[=&UU MD+.VWN;YFM3%I1)Y.9$6MNHH*:VTL4;J@+7J31)3EYAA9(C0 MICAT)+KM$6R_4VW15LO7!]UM"Y$JE:+BDI3,3Q/5&`S`A&$1@;M6[C<[%4[B M-(\S;V&G%HG4F9T-I4I4H'`=,(G(F($8'!68(9=1S.[%.U>5D2B#W`X_=3OC M3XI(ER%R>6KL>X\PMPJZQ:VA"B.ZY;$#%)?!3X2C@AK\5*[8^XK*[MZ\/6=Y M:7'&9(J2"`9T)7D#GD%0]F-C;MZ:W#9V;PRA3;;T\$J()$BU(S(RS*8^W!=; M8N-K"Y\W`:8^^__`!7O/FM,\)IA$Y19&6L<_G-K8A/IR^,!\'GD_A

J&8'5"`)&%;?4BT5U^EHI'2Q57>@:>'%*U2J$9+_4._=_)@)<_8V[AR/Q$EJ5XN,W-:J0 M'15FX2)XDU7%6!HJ0O/>@@=D2LL!3FR)#2Z'`X*[%NTGV_) M;C3J2RI81.`HD.*Z3$)@(Y2]"AFE9!@8X67J'3/#@8F6"1"\![Z8G M1HILH94Z`XY\9BV&ON&^)-0\JC4TZQ74S48J4M;, MN91-'I5&)4G/.!@#BYL[:RA24R+BFHIZNU5U1+!*6FZ@K@`Z4@&=,L`A0AD" M(D<"]FF+5D)O`YA;==#266+3V:%7!ER6*JU4<4/DM`X(G$YV6JVXPLT9JL]` M70P/V`W4W@H$=`BH.TU^NE+5MUJ'"I]EK305@*"40(@`?".#*NVG8J^WO6QQ M@(I*A_6<#9*"IR(45$CQ($>7A`YX4CEACVXP15(Y0#&&'6SM1&%4H8D%[;1R MUT',(G;MQ,)&GD*BW14P86=X>G->_*TU2#Z``-,>:D&)*70A8!A;?O"*M*&. M^=?N"PE19=0)%N#X=211"0$@Q',!748IPGMW[<C8$&+MFD\7E,HFC!6+F*6V1S-N$T2-: M2N>'-:,A:70)@@+),`8DQ`.6&ULA%.WM2B32/.OT^E%*W4RK,5*,"F*I0DF5("E`) M`@HB!-;S]Q.29R8?7QQ75RQ1!A78CC4D;):G2C7!8Y#%I4P3F,*UR`M0D-<& M:LCC"4"].`TL9Z(9I81!J*E:>=MWE6W[W3WA*`YHJ)*>$4J24*`.<#*HP/(P MQ?W)9D[@LE19RLMZR0`KC!25!:8C*(F2(CF(X0+8RV?U*6!]KXEC[:FWF$N3 MEL+7,:B,0%8]OA*-0ECK)A(\/M,/8.6%Q;Z3U3V[2(MM&U05=(RF5!) MATC@(E;)^P1]IYX_9//<3[&<.'6W4I]K'JYBD7M2.7M+6GO#9F3LLE)@LE<6 MQ0$;JPT!,[R1HQK:>WA:$(HYP-5I05(HCB.IU,T(P3.D MD1$B;T"23(UDO3KSD5)"Y4(<4BB@@U2 M,J-8DH,BVT-HVMU_;6VZI/U,ID@5:T!25.9Q2V22DA,`9$Q21\3BDJP/;E.[ MKHTQN7"@H^\DC-)X0AAZV*KM-;:67[)(+:4="4`)" M?%)2/=4#DH<8QPL/VZ>KR99!N<1S@PF^$I`@``RL``#(`#(`8$/Z=W^AUP__P"X#_RCO;MM^IO_`'>M M_P`G_;M8Q/3+_I%%_G?[AW#JM@/!YCF`]7O].W[F?]F_]XFS9M;M_P#/+%_6 M_NG"EVE_Z'??9_>&%WX(>N.SGLG7>ZNU%Q.&,3J.YM.+_9R[KZ/;CI@]>UV_9;=/R[_`#B.*UK\9M"[!\/^ M-Y[&9OWMJ?>OD#6>W+L70TSMO3V3I^=T/.Z\W@YW+%RE3N6BVK1Z'TS6/5#(LA-/`W@5)1)RVPPQ$$0!BZ@#6V_>UW"UHH:9;5/=J5(2ST@AV*2 M(*F$!,830,9H*^PH#=^UVK1?7;K7-OUFWZ]2EU)G(+$J@H*3*J*M,1DF3`() M;$#U!CV&%S[>S2V141A][9%?-[@B9J5RB32U@=V&1I$\YHX2&+M[B4Y)0IS^ MC:@B2AJG4K`E]+4`AAW4!0,W+0UE-7=Q4TJ*5ITD)2A04DR02HB!CF<\P./# M#,V1=;;76L4=%7.5[].$EQ;B%(6`[,ML&80,$].2E0EA'E@PMAS!GA.N<+HR M.%R;BR.!BNI!\@K'P*!'FKD").X-%YK*O+T-QD<7A<>6/`RWAL8WB0!/?%NG MGIB"V]00>6:#BILQ]KMNHHF6:OMW;15.N9$P++P3!*EJ`Z2H)@@3`F8$$'"7 MWVZPY=*FIM_=L;CH*=HD@`IJ:52HK0T@JZDH4N+JI"D!"DJ!&"/P"L"QVH@3 M_&-:S,L?='(W'&X]G+-7^E6,EP9@@1)F6\$-0= M>^,-$;BE7JT!5"')E=42-_3)A(E"E`M2+B"#A"*,W[P#R;%<*2UW1JNKJ9%7 M3()BVHP!B(1X$$CB`002,Q@KOMOJ[I:W:&AJ5TE2L"#B1$B!B1Q!`/`D$$`Y M'"/8@#ZG+&\2:$&-.&6<4:0"$F0W!E;X5%I28T):A`A+7+2W^Q"LQV-35#0T MY8VNYPA@'4Q2<*M#C#]_]T]TC4!5=;W3Q0D3)CS@(/"'V!21X`<``,_O8M<* MMV\FKK;PILI2IWI2F/&/2B`,.2%*ATS`$G%.X;?W_O&2BW"JDHK0EP*4EKJ M4J'"'4N)$3"*TIB8RD@#!L^P[UN72RE.VN MC3;..S?&%:RDLB160:=)EY,6M&XA$6&H1",++I7[3:;L#;.Z:*@ME];N:E]] M,K:O MS>.'ER*.L$O8'N*2MD:9+&)*TN##(HZ_-Z5V9'UD=DIJ%T:'=K7%'HG%M<41 MXRCR#0#+-+'4(J5I6M-E^TZXPXEYE2D/(4"E0,"",P01F"#F",,%UIM]M3+R M4K:6DA22(@@Y$$'(@C(@XYY,:_7#F/ZRLYI$[85*8Y/TOGH8 M_)[.O+@8%">\6^'("EQ#TY1)*635$HZDHYZ9B@M;E6JA*C=`LNZ[HL>[-OI1 M?@IK=-.F5MY*)DN@9P7"$`K.(A!*NM&14C"SM6U[YM3<*EV$I=VM4*BME2Y5 M-$Y11-&)3E`QBI/0O,)7CHTV6&&?A)'H4P3O]Z]\0+CV8R-;HNV3>39)3"Y[ M61$I*FE+<.*O5L+/11"<%KJ")K3B"6$`M^X=-C[U%W#;=RWMJ MNM96:=%*ELS)E,P<=4*H:C$TKUE"4"`*3R2(Y\<*VRV[U0L-L:M-"U;S2M32S*BKJ6I9B0H#B MHPRX8.ZPDC^H?4WJM<1D/`<'T%BSIO'R[LK8.L-LR M+FU;Q;]1.H4$S21ZI>LYPX98N^$."=_K$>T?V,Y87`;HNGM#DOHWBY8UR5,Y MOROHGA$M/UIC*)`>S[B"!;N,0M]?LVKW_<-MN.T;79J8K-;21U`4P&8(R//% MBP;>N5NW==+S4A`HJN&F0J),"#F.6/GU'8)W^PYN_P"QZ9WJ;HNA9,FLDS;G MVM,CLE3/ZE7%1R>ZKK0YZ3IR2A,ZWI)FX;;?**UL4! M67*2ETW)DP@J5L9>(BDYXFR]O7*QUUT?KP@-U=5J-RJC%,SAS\#!0RQN/M'] M9%OO8O:=J))>#[8Y)6D/42?'B^;(-2B>X9*B#$[B0RNRQN,(G&;4 M@P*MM5E%+4@J&E#*/S]H[LJ=L5A)3JVM[I>:.84GA$`Y3`$\IET9%*N,"1G*2!PS28*3F(%:'JX]8N;F.&,_M"AF2I<-7W@S M(BCYVDZ-[7BI6$@R)@GI`2(` MI/(>.,ZQVOU.V];46N@:H#3(*B)U15U**C$A0YGPP4O=7U0?[-?7K_'W7]?M MLC1])/UMS^X?H8V-;U:_56S[S^GB=U?5!_LU]>O\?=?U^VFCZ2?K;G]P_0Q- M;U:_56S[S^GAM.4>&2?(29Q"Z3/<:0P:X5N(\XH88$A.WN$8&\A.5NC(K>$* MM(H-$CU8\('$L-#0+4(>2(O=OXA2Q;E-GIG*!QE#M&\L%?$*AD%`$'C#W>$J MLXXUMU[)3N.M9NS%2Y3W*F;(:@`431*DE0(.4QZQG,GIAA71&2DRM^^K(%=C M,4E"V6S?X\P3Q19BV"LNX4IN"P2=X3.+<*0.$9CZ.4PEHCC4-M4N9JHBI@$J M0!;:H#QC4G9LE-5M"KM]M)6^A2FP\Z--#:D@@RA2BA949@D`PBJ*TY!*I3N> MNMU0JWW>]!+5*XA#IIF#K./(6H%,Y0@.-)0DH4LJ$0E`#2LRK?[C9CW*DT0O M6VOB=QA*V]+NML/C39E:W*H_GB1-D-1+4B=X M?C"1N:RK@[N#T?S*$`+)(2D*7(928D-*T(3`++WBX>*JTNMQ,5%1X9``J(2.20!RQ?97) M&^'1:2R]W"H$U15@>)(YA1EA.5B;V-N4N:T*4D9A(#5%4R47`&HPT$+=2M:? MIVJ4["ZE]%,W#4<6$B/"*B`(_9$XT*NI;HJ1VL>CHLMJ6J&9@D%1@,LX#+`H MN^>>/K-9MFO6>Z2)0R/KLO84D32,=#;A$N[,4)8_(W"+F+2A-X6%JH%:K/-. M"F+1FDF4,%0\CF;[>T[NYH&W M&+(B^*6X6'%E`;"?G!21-AG,L@#=:Z^4W=X M:]DQUX6P6!I)`T5>3F1HD%$*1520I3SSRVQ\3#$&I014YGZ-VZM>3&W:AZE; MJUU%(TVZF8!QPI,)BF)$IYI//'>JWE1T]>];FZ2O?>8<"%%IH+3,4I7`&<$F M523PYX^M\S$@[&_SUH%;B^3PT6Q?W&.3FE!3U%0R::O6S2N*0ZZADK:04I"E14DDP2E0)Z8@&,,6QZREM&R(7]Q& MY.SHD9TMLCVJK`T'OBB[#[Z,$8XL45_IZK5#[%52%EO45KM%"9!Q4%@J080,1-,.,L,\4B.9?6CE-H7:]+ M6&5AC#%*8S$'=I<&&C=+$+G,7V+,L:4'LBQ:5PMCP5,VY>0?S>$QO44,#2HJ M5+VM/;=N#%Q3;%Z>NMM2P0J*"$)4I74!Q$BDD0R4(?;BC3;RL]79EWQK6[5M MU#:DE$K@4XMM*"4D^ZH.H6#'-!B,\L%)M@X*\"C&X_"CJ M1,NI'XYHPCG/'XHX`G%GY*?FIR&Y6L>4O*JS3?.OCO2^]N\I+U/A[G?GGH_A'4[OO.;L%W#SC18\S[CMY/E:DTLL![DV4(2\.4.4, M,VT?3?[H/#%W=4ZO3/& M$^U'3^3U_0=J.W6=%U'X?J^GXN7S/@X]W%]F_:]:Y_,Z;3AJ:[<(\(SB$8Y> MS='C/]@=1^0=_:/HNL\/WNG:=O\`NMVQW1_47F+,8>7^9.RQC+/%7'XM.,\G M*:?GA4W+Z-\FJI9O-_)6)X2SZC6ETM3G)I\L>5-N'YL[L^->SO)_D]M MT_N'Y4?(_[TY=1?XFE\J,8QCG"6.4,<:Z'U?6>5Z'FO=)A/V&M/HM?@]Q\^66$)>F:>& M/+VH96=@^8_%?E&6^:NR_`NOZUX^A/??:'>/Y]S>S^DY/3_`+[Q[;BQYKJH[K1]ZM[B>,LDZ=>>3/WH2Z><8Q[KW;9 MVFE+/J::^UDU.GW(SZW3+&.>/QSOSEXKN5\U_G?LWB@7?W;/B'M/Q%WS3NC1 MO''Y]KO28=EJ:E1I:< ML)-%S7_`Z81X_%J>W&/7^3:5?Y/YGI:-)KZT\VKW+':P[KKFEX1^7I?;+AG6 M.WS`?RP\Z:]_H_VMK?BK_'>M]-XR_M/CZ[^MY/[[L#WGRCY?E4GQ32ZO]&6. MK[?=]O+#3VW]1?.\_P!3X-.;M_Z4T-#^K&;^KSP`UL_ET\/,/D#NKL#Y,(QQ MZOI>L:7Y:EG;FA:3^,\E]U<&F=)_">1R_O-^Q97><^8K[33[OS-7",(Z2)IH MY:4GO1Y1CEA>VOZ:\E;\QUO+O)&_>EFE[AR227/7U/*C;[N#2+>># MO-_S8<60G*^J[6\PN7>OF7NS^3?%Y1WZ=T/XOJ>I_:=K]/_ M`+/++JPGT1)HR=7X7O390EQ3MW,K6EIZW"*IYI_CA":?[)>>&-9//HT_>=W#4?[C6[?C!&G+I__`"C& @33YQU,H8+?8>P88FTQ,3:8F)M,3$VF)B;3$Q-IB8_]D_ ` end GRAPHIC 6 v389576_img-device.jpg GRAPHIC begin 644 v389576_img-device.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@!TP*A`P$1``(1`0,1`?_$`.(``0`!!`,!`0`````` M```````(!08'"0(#!`$*`0$``@,!`0$``````````````P4!`@0&!P@0```& M`@$"`P4$!@0%#`L($P$"`P0%!@`'$1(((3$305$4%0EA<2(6@9&A,B,7L<%" M)/#1,R4*4F)RDI.S-%1D=#48X:*RPM)#4V.#)C;Q@G.C1*2T165UA;7#A)15 MI689&D:&EK8G5^@1``(!`P,"!`0""`4$`00"`P$"`P`1!"$2!3$305$B!F%Q M,A2!L9'!0E(C,Q4'\*%B9R\:,D_5>.6[5+G@%'"R:)!'CGI`RAB@)N/8'CF"RJ+L0!60">@)JC#;:T! MA+\Z8=0>`@"P#^T`$!R/OP_O"MNV_D:Y!:JX(7VX[\7[PI ML?R-B/[0K&Q_(US_,4&/E*,QX]RH#CNQ_O"FQ_ M(US"?A1\I-H/_I2YGN1_O#]--C^1KE\\B.>/F+3D?(/6+S_3CN1_O#]--K>1 MKM"5C1XX>MQY#D/XA?(?(<=Q/,5C::#+1H>;YL'WJE#';YJ'WK$#^O'<3S%+&OGS6-_X\U_W8G^/'<3S% M-IKY\VC/+XYK^A4@_P!`X[B>8K.UO*GS>+_X^U_W4O\`CQO3S%-K>5<1F8H/ M.0:A_P"E+_CQO3S%-C>5?/G<1_\`G%K_`+J7'<0>(IL;R-?!G(8IL;R-5=S>8BG1NAO(-%3?ZDB MQ.1'CG@.1#D>/=F0Z$V!%Z$$=:J0"`^(#R'O#-JQ3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I6*KSLUC65?E+#TWDV=,R@I]111:D*/28RG`B)U2' M,7DG'@!@Y'Q`!XLG+$/I07?\JZL?%> MT"IIEZ2$*'N`.,JY)6FT7@'B/`\9DJM0!);ZK7<5,IA``*'@//F(< M>/GX"&9V**A[C#I7I*D'4''(C[N1]P^WGPS4JOQK`D8^`O7K*C[A`?L'G]0" M)AQ85MZOA7/XSW>'W^.9VTMK7>5OX?A#PY]GE^T<;1YFFE?1;>' M(A^[X\B/E]P>W&T=-?TTN*^_#\A^Z(^T!\OV_]@C_`$F'%E\JQ>GPW/CR/C[@'^HV+"EQY5],WZ?'VAY! MX^/_`&V+"E[UQ^'*/F/C]P_X\6'^#2XKE\/QSX^7G^'_`+.++Y5BX\JZC(CX M\`(?:`CX^/GQU>W&U36VGPKI%,1]IAY'CS$/V=6-M:]M/*N(H*)FZBG,41Y\ MOP"''D'4!N1XS925-U^JM>TIT/TU<<)=9V$,DGZXO&A3AU-7'XN2B/X@(H/X MR>`>'`^>=<68\=E.HO7.^.&NPTTZ5("`L$?8F7QC!4#"0P)N4!$!5:K](&%) M4`'SX'D!\C!Y9;1R)*NY#7"RE38]:KF25K3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*M"]V,:M6)*52Z3/`(1I'$,(<&?NS@B@<0']\C;J%8Y?,2)B`>.1RO MVXRWB!6\:[W"^!(J$+U0ST?6<+*K.RJ^N1\804#&*7GH-X!P`B''`_:'CY^&+"US6Y0_]C,6\ZR6TN*X>LI_AU?X\VL:UWGX4*X5+R!CCYB(` M'(?<''5XX-`QZUZ2.1.`]7(<<=0]0\>(CY`/GQQF.E;*;UZ2KB/`!TCX?:'A M]XB`8%C6=HKF54/(PE#W`'V_K#%J6\J[/4+[\6K%C0%R!Y&`?Z/O\>/\>*6- M!7(;C\0"/N`!YS%+&OOJE\_P^7V??SY^>9M2QK[ZY1\N/'W?BY_5BEC78!DS M!QR4!XY$/`!#W^>*6K@=$HAR'L]W'/Z_;BG2O.(E((F4,/X1\`$>?L\0]@^. M+UG4C2JH/;G3B3F*4+^PW6N?*C$BE[6;X M5*#+VJNF*4Q2F*4Q2F*4Q2F*5B;>.Y:CH'6%HVI=E%_DE::I&*R9@0\C,2CU M=-E$PL:FH8A#O))\N1,!,($2()E#B5,AS!8<7QN1R^='@8MNZYZGH`-2Q^`' MZ>@U-4_/0%R=`:THQW>WW\[@K^P=X:VI M%&JNF]9M).7E!E(-N\CW$?'(FMR:/\`A2%.8.LJ76FG MGTQ_:WM'CIH>+SI)9.2G(`LVH)TOM715)Z;K_C8FOA\7OS^XG,XV3SO%P00\ M)BAF:Z@J0!HG27:*G6.S$4@]8X*%$WCO=/MB3V].K1L9,&6^ MUCU!'[+6TO;4$6OKH+5])]A^^8?>&*Z3((>4@`[B@DJP/1TOK:X(*DDKIJ;@ MU///*5[^HM=Q7=[JKMBL^CJAL5O:W,WW"7.=H>O25R)9R+3\P5^L/+8\+/.7 M,@=]QMZ2P46T-S<_"JC MD^:P^)EQX,K?W,ERB;1?U!2QOJ+"P^-0S[0_K&=O?>)L/3>NZ;1MF4I[NGMJ MN_<_!S5\+3V$'"TRB]P>PNW.1A)]U'6B140L3RVZY=.T`2(JV%BNB)E2K"9( MM[S?L?DN#Q9\J>2*18,I("$W$EGA2<$74>D*X!\;@Z6UJCX7WOQG.9,&+!'+ M&T^*\X+[0`J3/`0;,?460D>%B-;Z5M66LM<;G427L$(@JBLDW636E6"9TEUT M#.D4%"'7*8BRS4AE"E'@QDP$P!P'.>/$4IU"M;Y&O7F6(:%EO\Q5C;/VBC0= M=V^\UVMR6U96KUXEB:4&CS%11M%G;+J)D:(P[FUV&NUIN+PIQ.DL]?-6QRD' MA3G@!Z,3$.3E)CRN(4=MI=PVU?GM5FT\@"?A7/EY8QL9\B-#,Z+N"(5W-Y6W M,JZ^9('QJNT^]1=J@:O).2$K4[8H*%EG-)EY:!UMG72+K-#U/7WMHV%-=# MV:6K,(P;*O'#EW"5YI+3[EE),YO#),/`S,_)BP\2,OD3, M%0:#<3IH38?B38>)J/,S\3`QI8%S^`%SX56J5LRA;#J-$ MO=.M$9+U;9M=BK90Y+U%(]2RP,U&M)>/>L8V538RI5#Q[Y(ZB"J";AN)^A5, MAP$H:3XN1C328\Z%9HF*N.NT@V()%QU'6]CX5O!E8^3#'D0.&AE4,AZ;@1<$ M`V/0]+7'C4<=V][&L]&]S':9VM3T/8YV]=WY%5>?SV)Q_*X7$2*[9&:T@4K:R]M58[[D$7#"U@:P3W1_5S[1NT;; MLYIS9Q=Q3$U1(&H6G<5HUQJ.SWF@Z)KE]D&4=3IK;MHC"%1K3*P+2*`MO13> M'4]4A`+ZRB:9K#B?9G-Z;2:KIL@\;H,54G!BN7"S5TFH5,G)Q(H4>.!#/,/!/&Q21&5UZ@ M@Z>&M>G2>"10\;J4;H01KXZ5AO>W=KVZ]M-2KMZW5M"'J%3MFQ:_J>`F&["? MMB3W8-I!<82NG;TN(L3UBHY*V.91PX32:-B\"NJF!BB/=Q_#\GRLS8^!"SS) M$9"+A;(O5O41?Y#4^`-QM>W3Q\OG\ M*L=Z7M<7M?KX>?R^->=.S5Q4>$K!"*#ZD:EPG*L#CZLPEZ\0GP5/@?#K^CQ\JQW8CT9?#Q'CT_3X>=12[P>^;2W91%ZZ5V? M';-N-LV]9GM2U;J[3.O9G9NSK],1+)*3G25RK1'I"Z1@HU=-=R8ZR9@(N:QW(D]NO4JMOC;$Y0UT[DH M^]15B5-!K5^IS]Y_0W;!J.Z;VWCL:+I>J]>/(2.N5H183EL/"2%BLD54H=@M`TF*L= MF5X_B<-^0Y"58\.,@,UBUBS!0+*"U[D#0?$Z7K+A;56#%,/3]/A51;R4<\/([9+"GN&C MS\%O.2[:S;1N&L9!CHB1WBP5]-OKEGM./?RD.VL_"?U5N)D[T[9N&[ROK42.R+O>U=WS]N%&[EZ%%V"B5+8$[:J[!P.Q%H&/LAY*IV:2J[ MM$4HJ8E8]<[Q[&'.@1)=10R9B\E`W(!=<_P&7[>Y23BLEEDFC56)2Y6S*&'4 M`Z`ZW%4W`<_B>X>+CY7P2,R@/8-=6*GH2-2-+&I9DL5?4,0B<[#'.K(J1 M"9"2C(QE)9(""K%D*5<1/(I@H43(!_%`#!R7Q#*7MR?NMTOT/3S^7QJY[D9_ M:7K;J.OE\_A59S2MZ8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*8I3%*8I3%*8I3%*C;W$R)F[6K,Q,()++RSTQ`'S6:),6Z)N/`>2D? MJ'`B'4'(>\/:'AC6L$6K)L<**[!DL*2!A5:(&$Q4R\&,*9 M>3E\!'\7GXB(_;FP%<@G(^?`'_;8O60":]`)D#\/2/EY@)@#W<>>:WJ6PZ6K[Z1/NX$0X\3*C_Z97C]77P.+^58)UKK7:)"T M?*E`WJI-%U4S@JH42G*F8P#X#[PQ2Y-<10%,O0!?P\"(>8\<\^/C[<:5M>O* MHF`@)#!R4P<#Y>(>T/LS&H-"+BI05-PHZK4&JJH95;Y:U265./4=19ND5!8Y MQ]ISJ)B(_;GHXB3$I/7:*I7%G('2YJXSL#VU1#&2AA?1Q7E>2JDB1X"BJ8(.&:B!Q!8/3R3M2:W!&T`GX`] M/TWK7>NFO7I5-CMMLIM.IN(2C;+DF=GV#;]>.G:M16@2U!S3%;:UD;3;&=J= MP,FUI,B_J)V\?(,T'H/COF9TB"DOZA!C(OO6]M!;QU_.L;P;6!U-JU\ M?4L@=G[2[/9F9=41Y4'>MMR'LTO!)3C&S.)77%=-<*C'W$JT,4B2#.49SK.: M6:J%,I&M2G]<0%$Q@]K["R<;$]PA)&'\:$HIZ>LE6MKXG:5'F2`.M?,/[N8& M7G>T#)CJ2,?)25P-3VPKH3IX`N&/D`2>EZU<=G=MJ47J+N!J^P>X*M46,V%K MFZ:WIU"M#B].FD99;"E67A[T>-A8"8A6D6_1;"T561,+\YVH@9(2`0P_0O<> M/D2[M5&4*0-I(]9*]+6K.7T=J!9'&\]D;!:%5-3JQ09*G/9A$% MDXZ5G9Z?KTA'1:1U"I"N4&$&J\4+TF,B`("];P$:[D5R()KNS))*+&`A3";PSWGLW+Q,;C^53)EBC>3%0(&95+$2`D*"1 MN(&MA M))['.$5D$5$UTA/]ADY_@OZJ\GWF(8VYN)@1+&;I_3XH]XLQ]`DNA?Z0P()! M!KX]'P/._P!*2/[/+$@X252#%(+/_4)9-ANHLYC]83ZBI!`((J8*6@MC=X_< MP:W6?M*[H4NWO='U'^PN8L4/M+1FT*.:0TU7>V6_:]V#8K$FFP]*.HC>4("+ MR0*\!FD@\0%95/UBERD/)8G!\5V(<["_J<'%Y84QS1/:5IT=%&NKVU"VN2#8 M&U78XW+YSE>_-@YO],GY3$+"2&5+Q+`Z.QTT2^A:]K$7(O40M7=C7='2>V2N M24/VL]SD-LK:78;WDTG<34=3[C&:GY^,WC&%T]4[%".853X*64JL(T5B&0(( MK.FK9)5,ARD*8+K+]P\-DR7=Y-F0^[U>V MC?S+;-%[Q/HUH4>Z):UVO&S$'J^*[RWDFY-CIOXN(E8B61^5IJ/C M(LF+=9='K5N;:BHRGH['U)_)2?F-JMIF?7 MF94%6TM$NU'Z`^@[1=&X\3F<;"QLU7DP\G,^_G:97RXXE>&1+1DL8Y.ZHC*H M%6Q5AM.JE:[,SALG-R<)DCS,;#^P@6%DQ))62:-[R`()(^TQDW.6:X93N&C! MJD1VG]MFWX7ZL7;):[=VP=QS'/;AWJQJ:$,E<=? M]T>O9.N/J72QUAZ*K2/^)7407:M1?.D_P-P/3>T&P,C@)$DQFCF M813XAUVO`X8,WM7/N],_'Y[(S.+QLZ+EFCA$,D*F:#+&FY)T*E5 M[?0:V(&YATJ(MF[,=QV?ZI7G=Q<[@Q>T<7DU=/O'GAP M>Y*"5[4$[2!I!HQ1HK=WQ]5NO6DEX+.E]WY7&NC_`&:039W;B(#=V>!8R(SJ MH=9;]K_;?ITA36^S78;WM)V@[4['-PS-=T[W)=D$X^O[S1.VM?;`V9KN)@;M M`[_9GOB[NKE)5SNFHMUDK9W%6SMW94WLXV#?Z[L+M9N MN@+C%ZQUK.;KAMD5V&UY5F&MRQM03K_R"5?QLZY;MCI*K?$-VU9#S?&Q^W\* M!6PY(`D*S%\J.,QY"S*9'$3(Q=B^Z7?O4,@+7`L39S\)R4GN#-G9+M8:UV==P[;:K#Z=7: M_?:RI'ZNW.>R(]T;CO7I=9V$K$QQ8TZW\RH[1J[TSJ-32%PPA16=@@DF!U@L MXO=>"_)QQRY^(<,\GD(UY8=OV_VK,ES?^69K6:]F>RW)TJLE]J9Z<9))%@9? MW@XS'=;13;ON/NE5["W\P0WNMKJEVL!K7Z>OJ[58+;4NQ^R;`TMW5S3&JS%M MLL[W3=GKJQ#W&]H=\&B5M>MV"#UK7H*46ML)L6PI*1\WZZ3SDIO;](>]#Q\N3! MF,J,S'(QMW>QGV+M81A3N5V]+W`V@:&Y%:::OKCNPE]S_37[LN[+L_V3L'9T MAI_NZH82,!I:4I]\G=@5L+2X[5+#N5M0X5@32MNE)6TLS,IA[\"\9F17DE!! M1%POGN93W5`4W47!T3Q`KPT.+S+Y_ M%T7N2O7;9WW143V<;O MK#::[5-$WJI4AGVZ[^J%:3W3K+NKU8TNYJL\VA+W:1O^RZIJ6S6M%1^5^$F^ MC',F1NS!--<3>HR.:XK'Y7CF?/QG9['D1[]ID+[Y%C:0$[MQ4O9;`U-#?.J= MJ/.X/?-=TOV>=TL7J[?O<3])#?6@&E>[=]A-ZE1]`Z/U)>JK8H*UI1T2LCK^ M3H:E]CHI:)4(86RD>Z`P@B@152AX[-PUXS&ES\[#.7C8O(PS%IX]S32R(RE; MGU[]C,&'6X\3:K[D<+,;DLF+`PS-9?4>V:[D>VS?L'"26N=SNKON#=%'V!JR[4BR3VXY&89ZTV18$) MU;2_$)E8S2"6()%$Z2*ZB( M`R1K;NP!=59"=M^MV8&KSV'@Y>)[HF+8N2L9BE+R2H\;(QE)$SK4UHJNAZEI2J/HH\U MLHVXYIDVA3.6R<`JJR3:`J+Q(Q3-5%EC)-ENC#SN*Q,;!YR;,PC%C<$86A$J M-,TK`VC[0.[QUOT_:`%R.;,PN5R\G.X.'#S!+D\Z)EF,3K"L2D7D[I&WPTMU M_9)-@=?^XNU+?373<;)6WM;[G[-/1?=EW[2M0UQ9^WS;-XU/L!K?W6KVT#$O MX*G'K>S];6RZ-6_JUJY,1,S<*L@2253,V561]+@\SQK9Q6#,PUB.%B!I%GB6 M1-G3C,P%3L4 MS2LX[+1Q]?WMH71;@>53XF++/[E=<;&R/ZQ'R>&0PWL(8E0]Y9).G[NXMJUB M==:C#>.V?NX;]G?:GJ61['^X7\Y5S0^\I2FV130_<;;;Q";*FN[NQ3#BE0=( M@YFO5W5$^2@1;:<4LTG"R+M]&.DFR1#%!$Z5MC\MPAYO,S4Y'$^W;(B##O0* MA08RC>S;M1VH?ZV%1U/;E)@=,:N@7/U2G\+86DHSEW6XNX#36JJ M-+C:FLL#X;,_P#?4PY]WV,*_?D,"#W9HHT.X'4,LMR` M0#Z3\A^SS/A=?=*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%* M8I3%*8I3%*8I3%*8I3%*B%W4N/A_R6;JX$4K'^PT%QX^SQ'*GE.D?S/ZJM., MU=OP_74#'T^J5P8A!$!$/W@-R//CY?ZGPSAU)%7.@^==2+IZZ4`%%3]`^(E` MPEY#W#P/B'/].&H*F#7`$*_"@/'(1C(!#P]C<@>S[LS\*X)AZR15:Q45`#D0 M#WCQ^O%8J"_=9WPM.UZUUVH'UD[O#R?@UILCQ*V-ZX@U21=?""B=-6OS!G`B M;@>H#I^?''MR)FL=*W2,R'3QJ(#CZO$T?D&&@(M(0ZO%]LMPN`\<`')6U,1X M\?M',=RWA6S0[#9NM4)S]7/9IA$(_2NOFP^'B\L]E?<>?'(-FL=SSF-Y-;)$ M6OMKPC]6W=`@4$M2:G`X%+U&4D+HH43```8Y2EDTC%Y'VE5F/\`J>=S,P@1Y%:>TR[06452()7=M44%5NF=99,$#7!!8JB3<@J& M`Q`'T@Z_W`ZLFN"+@"U1_#6O6/U*.ZWE,/Y/Z33]8[-%$AEK5UK*2/5\N(F` MWTO6>1`HBW*7D5@#\'5BWP%!\2:YI_4B[KC`V.33VE%DGA!49JIN+4)':94T MUC*-3IW]0CDA4%B'$2"8`(N]1:4, MT2*54ZZ,G:!*":B"3M,P%1N3I0Y56BY%2])3"9)0IP`2F`?#DI2NJ4<../'Q',[SY5$8)`U26['''NR#?K4AB"Q7/U5L)# MR#PX\`\/=X>6*XJY]!O=^T/\>*5U/3BG&R`@`>+%/1P1. M(%-C86!^!\C\=*I)'4R'7K<_AYU5H#;L!;AHKBI0ETGH38NOY38M;M!:G+0U M?)$L?RZ+&*GUK(C#259LUB1LB:K!@^:H+J)-G(G!,4#`,QB*W#$`JUB+_/RZ M@6K0,#:U[$7KA6;=L^?-K%[(ZH"FQ5GJU@EMD,;+=(9Q:]:6-J2!_+56;Q]6 M;V.NW$\NJ]?@Z=-Y5!!F1D0Q17%8"$,L:[@&N01:PT(\3K8C]%8!8VTL#U^% M>>K1V\G*>K).\6C7<6]C8*Q)[CJM/JTW(0UIL;]"/)6W5&LL[8&\M58JO.&[ ME1=)TTD%)`KDI.I#T@,?+&'U!`UKC:2>@\;CQO\`A0;]";?'_M7.OZOF(\VM M7UCVOLBVS6O"6XKI\YDHR`C;^-J35;I#?:Q58J%KDY^5VIB%BO[LF+91,%A$ MZQCG-AI`=P55`:WX6\B?/QK(7I@.?Q#Z_']]>XL>`0]U7L+!F56;]-M?FUS7SK+_M3[,R\HY/V[Q[C< MI&[*A^2@^D?!=H\A4V-!#S.9FY7(9#96:[23MU)_R`\`!X`:"O<<;Q?'\ M/AK@<9$D.(G15'GU)/4D^)))/B:OS.6N^K;M=RJ%#B%+!>+76Z;`I+(ME9NU MSD778A-PX$P((*24NZ9LB++B4>@HG`QN!X`1@D8+.?`" MY_0*TDECA0R3,J1CJ20`/#J=.M>PQT4Q1([P'-:WJ/&J.U+0NDMI;OW7K>AI0FT^XV?CK)N"Z.YNQ6"8M M4A$)NDHMNDK89:43@(2/*\4]&.C2M&"8FY*B`@`A9YG,I5LJ4/Q M)G`.*7'R,>W?C=+]-RD7T!TN/(@_(CSKJQ\S#R[_`&LLX?,D)*13=GCF*SE!)Z_28E2.^,R;'.5=TFS*LF*HIE," M8'*)N.0R,(Q4N`2@M<^`OTN?"_A4QDC5Q&S`2->PN+FW6PZFWC;I7+X]C\=\ MK^-:?,_A/C_EWQ*/QWP/K?#_`!OPG7\1\)\1^#U.GHZ_P\\^&-K;=]CLO:_A M?ROYTWIO[5QW+7M?6W2]NMKZ7KU"`"`@(`(#X"`^(#]X9K6]>"4E(J%8K2DU M(Q\3&M12%Q(RCMLP8MA65(V1%9V[4201%5=8J9>HP=1S@4/$0#-D1Y&"1@LY M\`+G]`K226.%#),RI&.I)``\.ITZU[^``.``./'PX\/'Q'P^T1S6MZ<`'L#R MX_1[ONQ2G``(B```CYCQXCP'`<^_@,4K[BE?!`!\P`>!`0Y#G@0\A^\,4K!^ ML.V_3&F[_NG:&MZ4VK5Y[AK+$6_<$ZC(S#U6X6*"9O6$7(KM9&0=LHX[5I(K M$`C--NF;KY,41`!"PR^4S\[&@Q,J0OCXR%8A91M4D$BX`)N0.I)JOQ.+P,') MGR\2,)D9+AI3=CN8`@&Q)`L">@`K./`>`\>(>0^[GW97U85'?5':EH726TMW M[KUO0TH3:?<;/QUDW!='*>C'1I6C!,3 M MS`J;'H;&QJ'&RL7,C[V))'+#(JOY%4],4K@"B8J&1!0@JD M(FH=(#%%0B:IE"I*&)SU%(H9$X%$0X$2#QY#BQM?PK%Q>WC7/%9IBE,4K@FH MFJ0%$E"*IFYZ3IF*WB*YXK-,4IBE,4IBE,4IBE,4IBE, M4J&_=F7J"DAX_P"3L8_J-!Y4\IT3YG]56G&CZSX^G\S4!7:']Y-[QZ1$/LY$ M/$/'.(6JX-[U6&"/3Q]OOY\..1X^_P`JZ7 M^8:KQ$^H.>>/'CRY_K#,$VJ(FU=OIAU`(#P`"`\<>[[>M;Z5H7^J\3C<6 MM#^_7\P`_;Q,M^/U`.1/]5=>,0&4G0:_KK51S^,X!SYE'G]`\YJ:EE'JI"(`4>@P@//(\[@NHM8_HJ$Q8]_J'Z15R M);RAR"D*#\"*(*LG#=8LG<#.6SB-!8(]5NX+-`HW.P^(-Z(D$HI\_AX\,SN< M]0:P8L>_U"WS%51#?L!_16-D'[P_\`N'_6J?*;<@)ADJS=O"GZ_AC%,J^M+KH6 M9-?@6*G2ZF7")O@V`B@F4Z:A2)\%`.D``,$L1:QK94A1MP*W^8JG5%T\O5NK MU"H,:]N%VN$DA"5JM0[=9>0E9)R;DB9`.F1%!N@D0ZKA=4Z:#9`AU53D3(4V)8:S1K'"5QD,E^75VGV*><0]7E[8HI7S@LR,\2.T M*Y;&6$A5R".RPEMI+*JLVW4]+6U(%R!KUMK8VZ56L]KV#$A;].OP!.E]*]TE M8MBKKV5E6M?,2`CK9I8J;.VVU(QT;*[%D#V)(FOK+$0D=-2L$QA?E\M"SZA5_9N+GQ\C_EK\:\ MDM'[4D$I[KLM3KL/(:L+'MD(FO.I>P5W:BZSSXZRM9F8D!A9JIL&JS<&L>XB M2*G70,HLJ9-3T29!A"Z*Q;?XFP*^5AJ#\;ULIE#;@0/3Y=&\]=+?A5B.*!). M5B.9W8-VDQ<:V_(4RP8OVEE3FU3!04/0Z>SAH:+BF,'#+PD M&SCF#9FVAH-%X*+>'BT&Z9$V,8B@Q0(1!("IE*B0`+^$.+V)F:(,222+GXFJ M"50LC*O0&PK)0`!0`I0```.```X``#R``#P``R2M*^XI3%*8I3%*8I3%*8I3 M%*8I3%*C7W'(0Z32BSS^=N53E*W89!]7K/5Z$\V7',GKV"?1#V-M%390-H66 MBYJ*D%TRN09E,W,4>ERW,(,A,L*I%)'(@#(T@C8@,"-C%EU!`N-;B]U M-KCS?N)85&/DO)/#-#*621(C,JL4*D2H%;TLI(#>DAK`.";-@1[;-I.J_K8L MI#OZ?4I%/:*SIQ283:=`3FK/';`$M2G7U>IL%9-AU!.Y5LZ\NA%OCD;+.72R M#T#N"M4#6PQ^/66:TG>.7S#X^-N MB,.$PG),:SP!G$UHW*QH\L7=4F58WLK,S+)N;:#SM=BW@5Y"M9ZS33%VGK"H MRM-M-?B-F-(N4N3I.;)89R:K%,U[(H2,J@LX@["T28D0-U(,R?WWT<0Q< M19FB52O?<.A:(D(-NT!WE&U>MI(R3?ZG^F^9>V!&PM+;>6]GJJB&PGD)*U&*-:%*[$UUN\J#;4\.9>+1CW,;* M-I!!V],EZ+Q=5P=VW"SR8>,&+:+:8C''M;^&"'.S<6(?NL;DAT*D*+LJ@`&J M3"R>)Q-+O2TQ#1+W-BH#$(%!`4QRAP7("NQ8LM8M4F]B6:H7^*60O MDQ&6/6E'M;EA-,]DRCB-NI=D1*$A$,QN=:AA:23.&4`K]I%(MXX56HK)LF8^ MH4U@L.%!DQ2*8UD2=TN#&`4[9L?2S74GZ2Q+6-BS:54-D\GEX61$XF>*7%BD MLPE8K)WE!7^(B68+HZH`EUN$34'/VVH^V3MR[>;!=JY,UN.J.^Y$/6UQ=;S9 M$5(&5TUMEC&S5H95NMUTT:1Q:PBF`F63=HI(R"S8ZX(.W!%:;CW@CQLR+&<, M\F(/YB1KZA-"2%+,][)O;JI](:UU4CTG,194V=QL^;&R1Q<@VL,LS^EL;)4, MX1([7D[:ZAAZBF[:[!L&=6WU:)89!K+[2A).FZ(:6FJQT,$Y&MU[^UVKM%-# MXF(1:`C/.BP$>R25C%TUFSEHJD*R"@`@8MN5X[[M$98&23+VL38_P^U%XW]( MW%CN%B"#8C6O.A^9_I\KH^4DD''B2,*"`91/.!=;>H[%4%#<%2+J?360KD[V MK5UKK6H>1O3ZD1V[*RWDYN0D[J]G&]%G--,YV12BK%"QD]>/D2VTUD4U%(@# M*QP+G;D.W9D4]#BQTX^=8II1$N2V*Q``0*9%F*BZLRIN[5R`WUV!LS$;K3,E MY?&>?&@,[X*9R!F)D+")L8.UG16D"=^P9HQ>,$@%4!*9MHB%EGM+V=I99F7D MSO4[BU@GK4]SA+,W@>APG&1ZLG,Q=6N*\G'+%401?'13=N$")*&565,9=2LR MCCQ@S'Q\V=DD,19IL[;JJC=M3MG2 MR@L1Z2?J;Q+'7R'&QYG&XJ20K.J)C\5O-I';9OD[P-]S$*K':?`$S2 M++EB'3F1KTKLVQ0)-,ILW,UL2+NR" MOYB5N_Q<@V;R%UB8]T"ZQ#`H=BW/\&RXZ$$D2@8N<.>6'%;)5@27[J]HV0C; MV]#9&86\F.K#4DZ&K/B%1N?,L#94D'V-BTRR`[^[J+R(IO\`O(-$(("K8BJ7 M+R^]4[#>-;UA"RO)'6J&TMGUBV2)U4XN^M['7'Z^F-,JP[T@'4715(TM>9MOTU#-/SX MR='-]LH="<6$L=#ME=U87O;&0O<2:V);W,Y.52U1%)D-Q72JO M->Q4A;QV-`VQ&2;[!2V)0!KQJ^UL<''/@F/:GI7=KD=C>+J2T56G.EK[\]3[IKX2<*>`M@Q M(:KUVOL(RO MJ6_=!B#V6^[<#OOI\>A!-C'GYXRHL-S/WQRTH?T/M[!6=H[OMV;".WM]76PZ M@@809MMT--/)V$UMW2[MY.R*)VV9LZE;.HNIO>#K9WTP0 M<(R8E`[QLNO_`!,M&'&-R/9[>,,?^J&'0+_(+6)O?IXB0ZK^R0NE4:'G$X49 M/>S3F?T%L;Y6F5(1! M#9#VHO\`7[Q&LJ.RN(RO4V1U](EF5U9%L[?2SHLC$NE!$B[5`K)0]=%%QHX] M'(#@PL7_`)8827>WJ:02*1H551M<6T8[@+F>?FSS$D=VC*Y""+28HT-HRWI2 M)HF#78.[MOB-SN10I,CK0_>;%UM<3:NL#AA96;BS1-=E10DXHK6^4"PO8XT= M)-WB#!VYA!ME>,S>E`/AY!@93TSG06*;']^EX#M+#0WC=0;BU]=C; ME\0UKBXM7H\N23D>,F_I,FW+&]4;46EB8C:P-CM[B;6\&6]C8WJ,#R^7NZUY ME=Y2*V;3('9]Z:P<5`@?8,&[I%/J%6E4E?S"SH\2I=XN9NEX!_Z#II\N(JC\ MN!9[N+;=Y"%43;<'=8[[#JR^6;DN0S<= MXABCCC:^\1J9%:67?M(V7';NQ`"OXZ]<+C+0M%=;@G-P5B* M'6#!U!OJ3!W;YE*;"8V^V1<\YN2%4K(SAWT?78^`69M)-NA&21G[LRC50Q`* MGG(QL6*25>/7&>3OG<'9++&40KMW.!M+%PS*24VKZA>YUQ_C.?]:!@8W%>MIX MO^4\DT([9B:PI18US\M+)'X,F5UT)*@9(Y2J)J$)`,3%:'[@=KM?8$_4M^Z# M8^F^[<#\.ECT()ZSGYZY/VA.1W_ZJ!]#[?MV%QZ]NS81_JZ@CJ"!B>>V'MAQ MJ:,BXAUM(FPJYVM]R)K>H%>NK-X3:T%6*VC4C%EG,6W9S=E1FB.S1BK-9R*X MB*K'1( M3E#D8^*S>Y_#D!^X1$$>I4!G#;MFTF_5;@@G(\U%[%K-MN"D3:=J2S2L[>[9 M$Z\@_EYZ1C'D/L6]4FN;?,J@`?#S,&6NOWBYVZOK,((Q3+-DVO28 M+N1P*[X^46L`"#&CM#;70[@`#]3]&+&K/(3DL7+G[,N4R19F"$!+,"LTL29% M]/4NPL2/HB-R@0"L@[QGTX_96IH.8L=[@ZA-5?;#N?:T(UN"1DG<,OK@8,Z_ MY':N;(BFP<2*IBJM_3'\8I'.*2RB:G'QD._!R)8TC?(22(+OVV`;N;OJ(4WL M.M_,:@$6/.9/:Y7#QY99X\.2+(+B+?=BO9VW[8+BQ8ZBW6Q-B0<3,7&^Y=I, MRK>4OPV6M]MQ;%1XAUTP\?9[\K8-LQM4D;4Q5CV\4XMKFLMXEP^BUP(U*[6) M\4A_"0,E8.G$1LJ$1=A\W:[`[BL>V(L$-SZ`Q<*XN=H])U-Z>.3W#*KRALC[ MJ+C-\2,-H>;?D+&9%*@=PH(RT9L`Q&Y186Z8F3V"^JER^`V%:H>%^64Q1P>0 M@M[V>>^B3MTO"=*I]@0/M!,(!K>B1^OT)C1^QBR5^ZM&)0(KY.Z0A_0\K MNE8R5-<=@H3QNY^/5.W-`6I6.1U1*-"/6B2EC;,%ZP:N&24Z3ID>G236*=(P M`HFH4O(,3$,/?':,7V!_:6_=!L?23NW?ATL>A%^\\AGKD_:-]P)_ZJNFQR!C ML+@%PI381_JZ@CJ"!C]-QMJ.INL).;F]C/XFWN=@K[`MDXU\F>.-8E>,1B,*$.X%;R M'^(P5FOMTN;`MM72XX%DYJ/"Q)97R'BF,QF+&52K*P$*_P`*-G1"N^Y`&YE0 M.QW6;-=A4MLEVL2K.PB^N,G:X)Q5IA\T@K*E,)T2[V4:P\L2]=&%@;<_G:CK M>:-(.FJ;!H_?.V2A$T2**E(%9!]LO.J^.1'&C!UNRVWHN\+NW,@5Y!M!W$*& M%R;5=Y7WTGM1X\L--/+&8W(20,(I'[92\Y#"$BGA*A""HB#*W9'U[6(9B27=V!)U'6S758?:V3DF3(Q, ME6:0$.9V5D^X;^7W$4HBJJQQQJ546#=+KM=[47'8TML>_P!/AK7>'T=K)T^?KB.OI&*B'C5&/3DX2207FB)&%9!XFN\71F7[ M),2+)DCB$4?;W)>-FDOH^UU;N;F%V*.I$9T!4@`\S'E)>1R,*&:)T[11"`BR1.#.-2KAF*T-Q=[SL^E'VRXFK=0J]/6>%K[#7S4FR&ZK M^)I-9LS6WLGL_K!D]M%!DUMIR#X#3"!#H/65>8HJ>H@Z`N2_:X>#D_T_:DLR MQLQDO'H792FU)"%D':"G9>X,CG0I>N;[_DN5P?ZP'EQ\9Y5016F`*QHXD#20 MJSPDSEAW`-K+#&NHDM5"16V`A8MA[$KT3M&(V#:^U?12\"PFY*WSK!*3AK3M MQI?TD#.8)&IN;77ZTHPD&39W%-'1GLB*PL$UW[Q,\I&&88<2=\=L),^?<5V# M1DA,>H._8S;E+!R-J_6512(0W)#(R>1Q8\M>2EXG$V!S(QW+)DB;TE1'W$0H MRJ8E;>U^V&D=37XQWLB71CF<3;;T%2EMHZKBW#=H;;1;)"LW@VA2\@K9MC5: M`M00,RP&/36("JJ<2X04`AVRQN@D+)@(69DC.0L$IU[04D;>WZ(W9=P]5B;; MP1<,-3T))RTH18Y9AAOEP+Z>^6`/<[O\2:-&VMZ00">VP(!4D`7?JE/8L5;M M?*2LYL268R5S[FZ/,-;,]G).-;TS7NQ;+$:H?.R2'J)%DW,!!-E$YA<1>RR; MHQE%URF3Z8,\8;X\W;6%66+%==H`.^2-6E'G;E+"P!O?KXD\E'EXW>D MR'1\C.B8.6([<,SKCDW%K[$!$A]4FXDLPVVJ6P9:R1^\HING*7NQ1LM)U"OM MJQ65-E51O5(R=`D;/32K^-@'NL[I&MDG:D@]5>NF4G%D3Z6SH''PC=2+$3'? MC6)$22JKL6;MON(U4$%A)&QMM0!65R1N6UR)N0ES(N;0!IY<=WC0(G>CV*UE M=@0AAF47WR,S(\0!V/N"JT>XQW:*KJ&K5""#<41)143N"88+1D',R3U0"JD>()NUCUQVC\2'PSXQUSM+F1,?(Y&3)F^W:-GA``$7T, MOJ8^I0!X$C^(#;U+8!O-0R9F'PT.%C?=I*D>2Q+'(OW4?TH+([%NC`,>TPW> MB0EBEW\W&*D=Q71J79S.XST!VVW5T1F&P7L8:")*U)ULXL+$D*\AP?QS!!\@ M,8S3&3!KZR"*!BG,0W/;&D3&Q6,)QD?)07[8.ZS=K*[+QF?8NJW`#@HH+@751J0:Q<[E:K'*[$DH^T;!BJKKIY&QEFIE<6N5(CT;6=PZ!XFU49/':9VZB2XJE*,. M/C8T,<*2)&V0T+;B&A87*.P1SL`%KAE'JN+5U9>;G9,V5)%),N$F2FU2 MF1&KI]LAL)8T,D2]PE@VTJ[#;9KVK!7_`%E-W_\`^C>YO_\`J[__`)_RV_H_ M%?\`^UQGZ?\`_HKS_P#['SW_`/HRF^_\4'X??E3RA_ECP-_\K5:<=TD_X_F:@@X`#//$O]D. M1\/]M!_P"K\0/L^"1#]1S'8:]:SIVH`7_ M`*RU)]0I#%"OW(3`8"F+R,"\Z>>H!_U.=O&IW,U1>UE)_15+R\[/B#J/X@Z' MYULMG.XK2U?FI2`E+"4DE"N5V4DDA`RSI-L[:B)'*`KMX\R)A;JE,4XE,)0$ MH^/AGIBT#:-M_0+UYDF0-U;])KP?]9S19``Y["L3DO4)35:<\2^EZX#U?+.1 M**/X^0\.CQ\O',AL<"P*6^('_6GKOU>_S->Z'[E-(3LI'PT;9"*O)-ZUCFA5 M("631.]>K`W:('658`FCZZQ@*!CB4H>8\``CF-RD^A4(_P!HIZSTW_I-?7G< MOHV.>/&#BSE,X8NG#1P5"ORZB0+M53(J@18L?Z:I`4(/!BB)1#Q#PP3?78G_ M`-M8NX-B7O\`,UP3[I="\"(VG@>?\G^7)KD>>?\`[&\>']69W?Z5_13=)_JO M\S64NWKNV[>H7N'UZ]DK>E'LY8LK4VTJYA)-HTB9>QLS,(IXZ=.(P$6;=1V< MJ!UE#$32*L)SF!,#9JYNO11\A:I(G8/=RVWXDU-6R2-;[<[19]];1V+1S:_: MZTEH=E`L;(UEIW<,B^.[.S@8NO\`\4\H206=(F,/*I4U.#J"#.=U23N MM8)MM;S^%JM,96DB[*7+%KWZ@#SO7Y>(.G0:L1*IRL>C(A8(Z/83;:0ZW;-Z MUCR+?"MU63DZC4I4Q='$1*0HG$0$W(@'%'WY%*[&(VDD$:$7ZZ]?"O2]F-MV M\7W``WU!`^%;!_I],VG_`%DY%<6Z'J+ZAM:"ZHI$$ZZ1;CKXB**QQ+U*)I&< M'$H#R`"(!^O%8KSRI0",?=,.?VYL>E;VJQ77EX^8AR'V"`_UAF2 M"377C$"/\:HBO/J"''AR'(\^7``(>'MYS(Z4?ZC4RM.3 M!^P!$`$0'D.0\AX$. M0]P\"(?IQ2G`#QR`#P/(?8/`AR'N'@<4IP'(CP'(@`"/'B(!R(`(^?`"(_KQ M2OG07Q_"7QY$?`/'D>H>?#VF\?OQ2N0@`^8<^(#X^\!Y`?O`0Q2OG27RZ2^( M<>0>7GQ]W(XI3@!Y\`_%^]X!X^''C[_#%*^\>SV>7&*5\Z2\"'27@0Z1#@.! M+QQP(>T.!Q2G`<\\!SY\\>/EQY_<&*4`I0\@`//R``\Q$P_K,/(_;BE.`YYX M#D0`!'VB`<\!S[@Y']>*4X#Q#@.!'D0X#Q'WC[QQ2G2'//`<^'CP'/ASQX_9 MR/Z\4KYTEXXZ2\=/3QP''3Y=/'ET\>S%*^\!R`\!R`"`#QX@`\"(`/GP(@'Z ML4KSM6;5BD*#-NBU1%9RX%)!,J1!0#@.`$!Y`0]P@.*4Z2\\\!SX>/`<_AY$OCY^` MF'C[\4KX)2CSR4H\\\\@'CR``//OY`/'%*^](#Y@`\B`^0>91Y*/W@(>&*51 MG=>AGTY$6-TP16FH%E,1\2_.7E9DSGS1AY=!(?("/30[83^_TBY*LTJQ-`I( MB<@D>96]OT7/Z:@?&@>=,IU!GC5@I\0'V[A^.U?T56N`YYX\?+GV\>[G(JGK MYP`<@```"(B("\=(GP-P?D:TDC66-HGOL8$&Q(-CIH001\P0: MZ8:$AZ]#QM?@XQE$P<.Q;1D7$L&R39@PCV:14&K-JU2*5)%N@B0"E*4```#- MI99)I&FF8M*Q)).I)/4FM8((<:%>/$.0`?;P M/'(<_;QD=2U\Z2AX``<<4IT@'D`!P(CY!YF'DP_>(CXXI M3@!$#"`!$P<@'@(@("(?:("/Z\4K[P' MN#RX\O8'D'W8I7SH)QT])>D>.0Z0X'CCCPXX\.,4KEBE,4IBE,4IBE,4IBE, M4IBE0_[J?\I2Q_Y-9?U"I`\Y3\K]47_+\A5GQW23_C^9J"KCI^(`1`0-X\<> M7M\Q]N5D5];5=+;QKW(>?WB/]`9*.M;'I4J:MR,##@`<@#-'GS$.>G@>1^WC M-JK)OYAJY'OYYS4U(@\:T/?5E_#MG51@\1_(D_X?\`W99< M?UY&W45T1,$<,>@O6ITAA,81'W`'`?8/V_?FI/E69)`T@87VZ5FKMF5*V[BZ M8J'AS7[64WV",*\`!Y]P@;+'B/\`]X?_`(V_55?S3HV(NT6`D'ZZDC-:/V\M M<;Q(01J=(P5GG[3*M22DU)L54D;4Z;NU`.DU8'!)T@1HF0WXSD4`@]0"4>D+ MKM_*O/).J(5-]U_^M59IISN#1B&T*G#ZL+'LB*$9@::FE%DTU8L8A4JAQ8?W MLBB/\4Q%>M,7'\3CJ`.&VVEA6W?0CQM5/C=)[57F:.G/2.KF415;%7Y!<\=8 MC"_^%A78'.4R*C0@+K@@8Q0`PD\0*`B`!F=A`TTK#Y$;)M!UO^54%]V[;&(O M8&K533TBSD)B5>,Y21G2FE$&[U42`=+J8'*@=1N4HB4>OTS"/2;VCD!K5A9X MQ'M)]7_:N"N@-F^@BW*TT>FDBV2;`8LX3U%BI?#AZKM3Y<"CI10&X`8%!.7@ M1X`.AJXZ-VM;=VGM;6%%@6&H6,NO9H^1,22E'[Y MNTC`,Y28L6IS@!SE.Z7]-/K*8P#F+-;4UE9$E.Q#ZC>I9;V^FS$7*QVJYZ=W M\2_;;IVOV[M;5,G4U(EA:XNON)AT_P#R=,_%BFE,.EW9R-R&%TDD+`VD"#3X"KGBY?LXNV?5&6^KR/_`$K5G%.DWTD!OK4Y?IZ!ZG<5*B(\"74UEZ?O&\:Y]@\B'/'&84V-1RW[ M1K]"#3P;I![B`'Z?'^G-JKCUKWI&\RB`"'`\>`<@(^WG,BLBO+*>,:^+[TB< M_<*R9?Z\'I6:L9X4@0\^(^//.-;Z>5=.-K%K^]5!.`B!Q2J\'_`"$1_6NL/]>7V-_^NGRKST^LS$=+U>F3U%3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I40^Z4.5:6`_\5LWZA6KO.4_*B[Q>?J_( M5:<;],G_`!_,U!9R0/7$0X\QX$?[/B//M`/'*FTJ]-+U<`@]*]2!>D2ASSP( M"//A[@R_GB8:#X?H'C,-:NF,0[?7:]:F M4S<*]/@`"`B'VC_@&:6J.01[QL^FLHZ*=?`[SJ+GGRA;*`\<`(@:)=$X#].6 M'%Z9BVZG3\#7!S2I]F#$+_Q!?_.MC*EZC6CYPD_M#*.5!5,I&3Q22,":)FC9 M4IDT8UXT!/U55#B)C@83>''@&>HCQ,B93)$C-&#U`TKR,V1A02=N=U60^!-9 M+@K65W!NU49!-Z"*(W3P\:O%M-$0;L&C=N@J`LRB1/U$T032;IMT^`+Z*HF`/5*'EX9 MH;#QK<&0CH:!9S@5N`1[8IG9SI%`7J?/)4U5#<<-!`_2"7B`>_[,6^-8WU;K MZZ*INDD_@VY2@+MN9$'B?!UTWC%ND/`1`>,ELG9!'\S<;_+PK M*-ND`-5C5V]66H-LPNR)J$<2L%!-Y>%M#",527E#P$Y$D!R]B04,S1._9**D M4*BH8A5RIF3]1/K`Y8V%A76@2-@PK+EM[P^T/1=EL5_U_LN>VEMY"E.8_76L MB5"P1"$&YFT9)%E*6VU7Y06]!+)FCBDWM_-VB MP_38U;X439$6V+^3NU/RK0@PK\TUAY5!E9WD>O(-8YK%$-'Q+QM7W31-AV.%8*Y! M(%M`=OQ&FM_C>IO=B#&]+[VV4:H3M=8S;C1$VC21L,`YDXF%L)+I4!.^GDF, MK&/9B-=K';@9!-9N9(J0B4X]8YF-H+J'5M#ZK'J-+`:6!&NOC>H\@2]MB"+6 MT%NAUN3KK?3Y6K?E*J[B;M[BK6FVM944:$Q/KEC,?F>&,^V:1.>"21NR MQ&=$<*$BP;_!-3/T`,Z$YUOX0%V7[KU6L?3I:PT]77KITJN;N@G;M. MFG7K\?ATJHR$[L^/5L1F6O*_.,XW7*<[``VO:L9(6;9B8S!G.OS).ZNY:P<" MJ1JR!&<.HX,!W1^MEPE^+*I"0+L02]CZ>BZ>KKJ>NGPZUM>07](/I\^I\NFG MS_RKPSUVMS)O/)N=4V5=C&ZP:W89*'G*W(DDK<#YR1YJB)9.7D6]VH/3][QT^'6C.P_9/TWOIU\OG_E5FN-BI ME7*A(478T>H368[*=J&K[.0:,2)F`CFB'<1$R^,\V,V,(C\O;)K(JE#E)P?P M`0AO]+(?7MZ_YZCZ?C_E2*=D(6S`6OT_R^?PJA([3J;E>*04)9XMQ+:Y4VH" M4O3+2P^7U-$TFG7X_#K4P]4[CUA,UK6D9'W:%/)735!]O5J.=G M<1,A)ZU05B"N+A\OEV[!\PBFQ[&R!7XI-!9$5P!0A1*<"WT,$J0@,I])VGQU MUTT^7A7G7=&Z?.A>*TXN=,+%62(?*6NHLQC"O M+/746[Q168@&1IIF59VW*H@B9VB!S%%0@#(4=;[@18V.G0^5:!E-K$:BKJ9R M#"1;-'D>^9OFC]N#IBZ9N4739XU,!#%S,4IBE,4IBE,4KPRDI&PD;(3,R_9Q41$LG4E*2<@X2:,(^/9('YQ_[>])C[SKBR,[/#.3':/5VS=6/ M=14N@FDJYB)>(=++O(J0037*;H.90AR"!R'.F=,Q_)7B-02"#66\X*MJZ'+ MELS04.9`)-AJ:P2`+G05VD. M14A%$SE434*4Z:A#`NHJWXVWU.9G[+5(B MT5V5M-,^3_G"M1LU&OI^J?F)DI)5_P#,L.U1HD93*EMP!!*W%Q<=1<:B_4 M=*N+(ZDIBE,4IBE6RXNM-:6MA0W5MK+:\2L4O.Q=,<3T4C:Y*#:JJ(.9EA75 M'19=Y%-ED3D4<)HF1(8H@)@$!R00S&(SA&,`-BUCM!\B>E_A49FA$H@+J)R+ MA;C<1Y@=;?&KB662;I*KKJIH(()G6666.5-)%),HG4554.)2)IID*(F,(@`` M'(Y&`2;#K4A(`N>E$5DG"22Z"J:Z"Z9%D5D3E42624*!TU4E""8BB:A#`)3` M(@(#R&""#8]:`@BXZ5V8I3%*8I3%*MQ6XU%"U-:(M::XC=WL*M9&5-5G(Q.U M.ZZV=@P<3[6O'=!+N(5N^$$3NB(B@14>@3`;PR00RF(SA6[(:VZQVWZVOTO; MPZU&9HA*("R]XK?;<;K=+VZVOI?I5QY'4E6ZG;ZFM:7-&1M%=5NK*&1L;RGI MS<:>TM*\X=BP;SSFOE'6HQ+$93`&7O`7VW&ZW2]NMK^/2KBR.I*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*B- MW2%$RE+`//X:S<>SP]:N\^/W93\H;/$1_J_(5:<;TD_X_F:@RY_X0(>X1_H\ M]72^5_,&'K"W!R#1\T(=4J:2I@3)(-6BRA`(N4>LI1(/ M/`#R!@#%JEK1I]6LO&T]2\^?Y(L8_?Q,,.`#R]_[NF.%76Y-JU.F+TF2- MTEY,7]0&#@/TYI;RJ*5`C;5UTJ^-3'$FX*MP!>21-AX'S\XMT/[/Z1RPXH?_ M`#%_QXUP\EIQY_\`R+^NI82KQJ>7>E<(D5434;HP#X!QY972W+DD^JK'#CM"K#0>5>U#9:Z)"H"]9> MJBB`'(JS:)*D]-,14!0IK*`D,0$Q$WAP7CD>`S0@>)-ZZPQ.EJ^ALU0ZJ20/ MX\QU3I%()&:2_I^LL5$BATT+&HJ5,#F_$(%$2AR/`\<9K:YVCZK$_HU/^50$ M1IK(UE`)/^T=3_G45#=[6O9"2<2D>UV1,ILCN8$',71?B(%192103.JFF:]M MBBHLY2(5)99)(X@;C\/(AGFY/=?$QN4'?-C:XC)'X'QK[/'_`&#]^!4D9N-C ME:)9-LF4J-L<`J2I6X-CJ#TK*>D=C/>Z_<-/[?\`7<+-=RUAFI5P2X/%@%I&LCE00],#+NE$4N2`H!PZ,/G\+D9AC8ZSB0@ZM& M57IYWZU4>XO[4^ZO;'%MRW*2<><90MQ%D!WNSA!Z0MSUOX=.M3,V=]-JD6I[ M;IW1_1]_GE*>M>BO>QJ>?TZR%'N$L?`<"75,KXASX\W>D<^W@`_"'ZLPNAK2 M;6(_"];[I:>@ZO%DDIZ4:Q4>!TD/BGAC%2!=83>FD(ID4,!C@0PAX<<%'-^M M5IZUP@[S4;([!C!3C65=?#B[%%JD\$`:E6,@*QE5&R:!2^L02AR8!$0'@,VK M(-7!*@)8QZ(>8@W``^]VCY_JQ\Z'7I5E..>!#D?W??\`:/W8'2M8_J'SJ@+` M!Q'DI3%'\)A$`$?$0Y#Q\P$?/-;DF]6;`;;#I4O-?LVBE*K)SM6YA&!0;`(H M)<@T6(43MB\EY!N?@.2?NCP'AGH8+]I?D*\O,/XK?,_G55_)=0!W%OPJ\`5] M!P+^KPSLL2Q*XB:W*C'C)0$)][6M7-'VM=(D2D+5>33=K,C"H9`R9E5!,:5 MVW;K$L03H/#\OPH$46MX=*Y0.HV];/K8L=?MH+,=3JK^2L_Y><.!5B_56#X$P%*3^&4"`,F[=<+=K>%K6\O*_C0+:VIT^/7Y MTKFN[C7VVNF2VYKS9&].E+:_M2]CC*0ZD]G-+`A.EA8BS/V%7C1BV5,=2Z"C M(T21@LL$>@1R=)#9#M[KU!B^N54F%;0M1JY7_E$XQ85)[3`D8M)9\9!\:22C3]:9 M%')U"Y+1'=92+@6UZ'2Y/G?7Y7K`#Z7/B;Z?HKFP)O9L-/3DG6KI8%MAV\U\ M=-(ZS0QF>K%2VQ>C(55JI+2P.[NS4^2-Y)5TH1DL3XM1)-,WI$P>SK;=](MT MZZ7O\.MOPH-^E[==?E6O+ZG%NV[&=GD@WLD7`UUU9MXHU241IL])SC!UJY)> MX3%1>RCQ_$02[25F2P,4,BT*FJW0=*'23563X./MO8$&-+[AW-J8\=F6X_;N MJFW7H&:WZ:^6_P!X,G*Q_:&R&X27*C22W[EG?7X%D0']%1-[!+/MV'T^^L^Y6WVIJZBH^K?"D92SV385==T1-1XW3;LT$VQ$ M%Q5`BYD/3^[8..DY$0QS$Y7,P\, MV3-C`^UL83;U2$R2YLD@*K':S%A&2`6`"@*%:]F*T'Z/MFL:/<%L^J,&ZS:H MSFNI"PS<48%/@(J6KUI@F]==*D6,3ATQ3G738A?!4Q53#Y)B)9?[C00-P\&0 MY!R$F"J?$AE8M^!V@^6GQJ#^S&5DK[CRL2,$8.]#;H[A=QN=G4;\PO:["7J1H6KF4KK M^,G'#!['K/4RV"3.@BT]3AV9V9$"G%0"Y]#]E32X/$-WG3&S-Q5PVR)F38:8N-A._[5ZH6:-" ME8M(R6CW23>1*5PY-\3UE.7DYG*X*$<)[5S(I<+&Q,G*,DH[AM$S?_'746L00#J=?(:X M@IWU"=]1G=9W4;(TJC5=;[E^H]L[_1_]8,[A/U]:[4;1[CN9[*K!=)V;3A7[ MQHC8E(58_P`*U:.U"?$M/B%>LJJ)3989'MKCGX;#Q,\R28'%P\Q)M5@KR]C* M50+V-K]20-#8>-<&/[EY%.9S,O`$<>=RDW#Q[F4LD7?Q68FUQNMT`)U%SU%2 M<[74V5W.:VWQ>6>MF4Q!;19=JEP8RYN4YC#X=9,=)#+.DS[+AQCL"607])=;J-2`3N^`D M1]7/LX[<;]WR?37M%LULPE9SN1[G%=:[K>FDIIN-\I-7U:H$%`2J36101(TC M_EJ'2*14SCT>(CR.5?LSF.1@X#E8XY`$Q<3?%Z4.QVDU8$J2;W\;BK3WGP_' MS\_Q4DB$OE9>R6S.-Z+'H"`P`M8=+&H(0'U=^]37="2O]7>Z@B=`W^K?4AU' MV]:(2H16MT[<5.P[M]=W34U@D;,^DI%[?7*AHM@A+L91O\,1,3_A#XE#X;T< MGLC@1C;!DFEWC9-]W,$D`4*`G5BI4^7D;^U[Z8*M:M-D MJ4*--@MFT>[4[4. MP[A,NH*QTYC*FA-:;8G8\WP$C&*&<&A/PG,F913PN.'XWVYE>WWP8XX"W]H^['7;UL&\SVOZ)W32- MNUJ6Z2W:^VM]?*G86;BS2%B+\`4%VY%C-``QTE_AW"'BO;'8]N^ZN2B9)GQ\ M:/)B$Z1B1L?:^T9!4^DA0IOH>MK$7!]K[G[_`+A]J\;*KPID9+XTI@>0QID; MDW''##U`L6%M1TZ@V(UF]MW>)M?64=5.Q_L%G5NTZ^V??OU`+#N>H]YM@J6W MJEVMW?M@UI"WB8[>-4WI%I!P+O3#YV)@PA4G3TQER)+JR'JN5X/$R MR_N'W,!EXR8V&(GQ%:)LA)W*">5#N/=M8[5"JWI4`:;?*\5S>7B+'[>]LDXF M2^3F&5,MEE7'>!`Y@B<;08K_`+3%F75B3KNS;LSZL'U"Z*'U%MQEOW;I.:^[ M(M$=BSTVO-?PT1?*1;-N=Z.L-=Q:5LHFV8]<7T_KFF[%G)2=0347D50QZ_$]F^V,K^EX:KEC(Y#(R[.QVLL6+(YVM&1H[H%2_@;M;H*L,OWE[F MQ?ZIF,V*(LM^IK$=M^L7]4JLT?4FFWM0L; M' M[8H(<)HF&=/D2!)/MFW.BQHZA8-VK,S@`ACZ;$`^-L;"^MQ]3>MM-H[(EVNO M]61W;UJKLZV7LW1UNU(0UCLLAM.:@Z)=8.)G'KYO*52#N$E,FG4%%R/72#,S M9)JLD45#J2XWL#VI*T.*C33-DS9*1RK(-JB,%T)&TABH&PV(!-R1T`AR??\` M[KB6;*=885QH<9Y(FC.YC(0C`'<"H8G>+@D"P!\3L?\`JPZ:U5W$_59^E'H_ M>[0TGIB\ZU[Z%+]&*6*2JS0655TD\N$;++SD7(1CF*/7IJ!;/TW)5D_0.W`P MF`H#GEO9^9D\;[.YCD<':,Z*7$V$JK_5*%(LP(.X$@BWCYUZGWAAXW)>\.'X M[.W?8RQ9>\!V3Z8BP-U((VD`@W\/*M6'9]WY=UM1U'J`NNE=5;*V34?IQ=S< MCJ':6[HRDQMPED*%WNR^G]?QW\X[RO`/QKD34"D;QD&M)HQLC*L6C4Z2BP]! MO8^VHU5V#KI#4NDX#:#:H;DTU85$(:LV>,E$I)N@[AI-=HY:K M)G<"*S=9$:N;V?[8Q&R36=S=EM2=<<2$1&" M9*.3>N4_B3E9)*Y;9?M+"BQHO;=II>.3F)&LK*&V'$64!G;157<`S6)L-!N( MJIQ/=N;+DR>Y+PQ(HMB?;NU;HZNW;M?M5RIZ3^PI4V5>[`M2S6< M@FLB=NBRA3IF4<*`LN?CB_M_[*,R`"28F*@!C%`QA#/C/++A)RF0G'`C`69Q'<[B4#$*2?&X%_QK[+Q+9K\7 MCOR)!SVA0R6&T!RH+`#P`)M^%9XROJPIBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4J)'=#_`)6F<>?P MMFX_W:N?\)'[S9P'K5V.EN/G"+@/1E6;M5M+HMCIG*OP(*"1%,O3PH(XU\`2/PK>*6-`0Y`-9+ MJZ;XL9TR,=)13DDC+E%K+KMW+\R199Z5NX4.W_`1N[;@51NF;^(DV,F0_!BB M`9MK>M&0H->M:/?JV``[2U%X>!J792_JEXT1]_OR-^M21PLXN"*U0J<=)0X# M\(^`\>/'NYX\O#(R;5(2(5,;"[>=7;JD`+N"K#QQU0]@'W__`%6Z+SG;QC`9 MJCR!/Z"-*I^40M@W\I%_74W%XR/>']1W'-'*@\!ZJS9-0_24."EZS%YX`,]- MN/4=*\W)'O7;I>O:BD1)/T4TB$1*'25(I`*F!1YZ@Z`#IZ1$?',5O&-BA:\Q M(QN4"E(9]P4A2!_G!Z8>DH<`!C"L)C>`^W%JSH*]`1+-82B?XPX)'26`JCYT M9,3(*D62ZR&5Z3E*H0!Z1`0'CQS1Q=2!]1T_3U_RK#HS7,;6?:UCY$C0U'UQ MV==O;QT]=GI*Z"D@X5=.4V5GLS%L95987)@3:M95)NDD5;\12$*!2\>```!E M,WMGV^S%FQE+$WN2;D^=?4,?^\W]S\2"/&AY2001(J*-D-]JBP&\Q%M/B23Y MU('M/I.I.T#?]4WE5*))O21L;/5BRLD;#-R3Y:LVA@:/E%(U"7D7#09!F/IK MIE-T>KZ8I=9`.)RRXG!\5Q\QR,2$1R[;7!/XU6\W_-V'SKSN'&^3%V MX_Y6[4UH?9I6.`9NP*P9S+9$T,E"1S!0S&2]% MEPK<9O\`NAIF5;5YI'T-M71?6,X0$:]F['>*&G"L(B2EC-&DNXDWT@BU1*@< MYE'8BB4!/X#@12$C:-UU)TU-A>]P-1:U]?#6HILA`&C-Q8@7.FI&EO/K;YU^ M@:V,I)W6EV\8PE74@L1$[4D0LS:2720_J"=DM()J-0,JFD=/D0\CFX\

5:VH\.JD!(N1E9B!<0(`W1A4$VL?&112*(O5Q(JLJ8Y1,5 M;U^1X.01:GPTK)4C4BUZS'*!_FMX(^(A\('VE[&_A5DN2"`A MY<"4.!#W\B(9E>E1]#5%=E`GXN.1]O'V=(AP'O\`''C75C_2WX?KJ7>NS%-1 MZN)1Y`(=F4?]D1,"G#]!P$,]!#_*7Y"J&7^:W^X_G5YY)4=,4IBE,4IBE,4I MBE8XVWJNG[LUW:-8WMB9]6K5'BR>`B<$GC)PFH1S'RL:X$IP;2<4_13<-U.# M`55,.0,7D![>/S\GC,R/.Q#:>,W'D?`@^8(T-5G,<3A<[QLO%<@N[%E6Q\P> MH93X,I`(/F*TR*=CW>5KIU&4C4O>H,%K5HH8E?BY*[6VCRL)&/%U9`Z`4YB= M=J=\FHY.=4A%&@**F,82)"(E#Z+_`.W^UH[4?<0+?4UC;3Q! ML/.OC/\`_77O[CF7"X7F67B4-E'[@[;.KU?9.-&/\`G"C$7I$8JOLE5#.F,$T>+*."'4.Y%T+@3^LH M`D]+R/N/W'D>X)U)418<0(1`;VOU)/BQL!T``&@ZW^B>S/9>)[0Q'57,_(SD M&64BU[=%4:V4$DZDDDDDG2TTL\W7M:C7W0=H7;MWET1AKCN/UI#[(J\1-HV2 M"2?+/XZ5KT\@W6:%EJ_/0[IA-0CX[1PHD=1LNF8Z9Q*;D,M.)YKE.#G.3Q]_=6/E39L69(,C(MO)",#M%A964JI`T!4`@:"JF?V3[6 MR,6'"EPX_M\>^P`NI&XW:[*P9@3J0Y8$ZFLCW_Z;/9)LV)V[!V_M_ICV-WBE MIM+82+)-[$'>#V^U9:DZ:7@UHIVS6J;O7]2K&&:*)-%3I\])C`/+C>Z MO<.(\$D&5('Q^[L)LUN\V^7=N!W[V]3!]VH!ZBNK)]J^WLM)XY\6,ID=K>!= M;]E=D6W:1LV+Z5*;="1T-5;4?T]NSO1,[IZS:HT?5:=8-#5^X5G5TQ'?'#(5 MZ,V`+XUT,HZ7=JJRTA9#R2YG;IV*[E45!$3YIF^YN=Y&.>+-R7DBR65I`=MF M*6VZ`#:%L+!;#X5OA>V>"XZ2"7"QDCEQE98R-UU#WW=2=Q:YN6N?C6<=C:(U M1MJUZGN^PJ?'66T:.MSB]:MEGAG`.*C:W4>:+7F&`(K)IF<*,#BF(*`QN//RM5AE<=A9LT.1E1AYL=]\9-_2UK7% MCY>=ZB_"_2Y[#(#@9"^0TL\:RSEDV07?-WBY%3&*JX")+*254N"0Q502"0>IJQ:I M]''Z;]*U_?=8P';'4$:CLZ!BZY=VSQ_8).1FXZ"L9[7`'4G)&6U,?&DQ(L.,03*%<%G)(#;AZBQ8$'H001H`;"U7+6?I0?3^I\&QKM>[ M;Z36%P\=**NS@8"^H!2E M`(I?>7N:>0RRYY<$[KL6N;L26\+V`K-&TNR3M=W1V^4[M;V7J*N6C2&O(>H0M`I[OXQ(U( M;4*O?E2GNZG--G*,Y`2\!7!,S;O6SA-T5!0Y>O@YN>##Y_F,#DWYC$G9.1E9 MB[@#U%VW-N4@J0S:D$6O;32N_,X#A\_C$X?+@5^.B50B$GTA%VKM8$,"JZ`@ MWM?76H]2_P!'SZS[2S$M5L:1T=:Y>1NS:5 M2MTRO:8R%8M9(';U8KUJP:I+`=-!(I;)/>_NF//?DDS'^[D148[4*[5)*@(5 MV#:22ME%B21J35:_LCVM)@)QKX:'$C=G4;G#;F`#$N&WG<``UV-P`#H!6<8G ML([/X."W-5HO0M":5;N!H^K-;[:K)(L#5^V4G2=."A:IKZ\.VK7N#J.AM7> MGMS@XXYX4QHA#DQQI(MCM9(EV1BU[#8NBVL1H>HO6!B_1U^G472)NWL>W6%4 MUL-Z3V2FBK8[>M:FMT2CTXZ/OOZC]T?NC&4/HCVE";D&/9VS]<'_`*3[8&#_`$[[4?:B0./7 M)N#@6!$F_N"P`%@UK"UK5=CSZ5/8(_K=HJ+OMSJ"U?NM)UIKRTQYEYCIFJCJ M!6*<:]BWJOS'UU?D#F$;*%5ZO5643ZE#'$1YB7WC[E65)ERW[LFWJN=.@\`*D;V=[::)X&Q$[4D<:,+OJL5M@/JOZ;#7J?$FLF=SW87VG=Y4 MC3I?N2T_!;.D:"QG(VI.Y9U*M5H9C9%&"DVV;GC'S(12D31B/J`;JY`G'D(@ M/+Q/N/FN"5TXG(:%9""U@IN5O;Z@>ES77R_MSA>=9'Y:!9FC!"DEA8-:_P!) M'6PJD6'Z=/93:(V-A)GMXUZX@X;1KKMNB81*+%I#QNF7=@2MBE,8QK51%HV; M)VA`DBFN4@.4GI`6*H"@=6;Q>Z.?A203]/IM]-M+6 MK27VOP$R".3%B,:X_8`L0!%NW;``0/J]5_JOK>]:_P#='T'^T^]SO:S6J#2J MQ2]!ZEV1N;8>[M?NE;=)VG=,AM"C0]68.G.P?S(G96\M`OX5%P#A==3DYHHDBW98@VL%^=Z\WG_P!N^%R) M,.+&B2/C(997E0ERTID0*/XF[?<$7N6T\+5,^Q?2N[![13Y"ARO;G3?RQ):A MJ>BEV#!25C#I:RI%R;;"K,"R>1[]N\8K1UU:EDOC$3D>*.A, MY89QDQY$[37(4_P`1UV,Q!4@W0[=I!4#H!:KV7V?[:F@./)B1]DP+#8%A M_#1MZJ"&!%G]6X'<3U.IJ(OY:FOZ M_-6NV[(L5)B:]"5N/J4G)S"K2#4M==;249/.UBJ+K(+(&*)BD72<77&>^,XQ8#_`'D?O'*YV"G6KH&PKL)Y\^7A MS]V9^-;5+"G>%7A_M;$*'Z3]/AX#XAS[L$&]5\I]9^%:G=D:HW'?Y&R;\V]K MN@=RVJ%W,E*0&O8C94Q4+/J&I5^:?N$8:&=MYO\`EM(2R%=:E=V$[HB3I1X= M5FJIZ1.0KFB,S%I`&`/GT'^-:Z5=8E4*;$B_S_75V=A'<.>W;OW!I2M,9]II MN/K;C8&HXBT.%7$Q1X^!N!-]A4W748$C<[`RA2+%$[1JJB?SXYZ1X\LZ/O,G]]K_`#J#^CXO[H_17,_? M1W"%*D(W&Z](^A\3ZX<_F`0$4O@U>H/,/ M3-C[S(_?;]-/Z/C>"B_RKU$[[^X(AG93!-F.Q*"CTJEMO(':D%L9X!UB?/@, M5,S4@J=0@(=`&PBGTKO^7^!7(<@;W"@H+?Y?]JZ:W]0&UIVAO+W>I,[`S60(PD7:,S-+V!)D0YE$08NY=_(-^ENL M<3^D`*#FBG76H]LD;7EOV_, MULW^GK$QLQNRTM9:/92C9'7*#Y%N^;I.D$GL?>ZO(1SU--=-]WM=-/\JRYWU[7C-3[MUEIANO>H/6NP)5I MOC>K*JRYUWNT'$[8H?6$%0G99=58C6CNW5:2/+1S-5H#A)0IDCHJ\J#B?,*, MJR`,!'8=1;4V.EKD&_6_QO3'PUE1G#%3ON?CH/@;`CRZ5:M'U_W-:EG*1W`Z MVU+0-":C=[6;%D=4QFRUUK!?]46MRZ>)KW9:5N3[74M/DKARE@DXI)1X>4<- M2HD203\(%@@C8/"3%9!>^NYM+J+=!K<7\JSW)'4I)9[L;6TVC777J?`VM6Y5 M#:=(G(DH?-5Z^YEKK-T"#C+I'/J7,66SU.3>_-&U7BK*A&OK&S7CX-T_9N69 M%47<:3XA,PDYX[WAE7X@*&)&H`-NI'3K8W\=*XA(C6OIJ1KI0` M?']>&T%_`5U8W1OP_74N-=%Z:-5P]\0U/_NA?4_9U9Z"`WA4_P"D503?S6_W M'\S5Z9+4=,4IBE,4IBE,4IBE,4IBE,4IBE8,[A]D!K;72CIK8X>J3]NGH.A5 M>PSKR+8QL%+6=W\.ZLCA:;51BCDJ%>1?3`I+B*:Q8\4Q`W5TC:<1AC,S/XB- M)!$C2.JWN507VZ:^MMJ7'3=>XM>J+W%R+<=QW\*1(LN>1(8W8@!7D-M_J])[ M:;I+'0[+6-[''6O>X*6L6LJ(,&U@]I[/D[!9M=2`Q5DCH2IR]@UP21+:+::Q M1K*PL8^#GXR+2DF!&S=SUC*M41!(HJ*(]>;Q*19X)[]Q15EVC#3U18TZ'IFK]'W(KZLW"(GYEE-7:_P!U@)=JU&P4(S"1CI@: MJX9`=9J0[=LQ!P0I57I2M)R94#N`;^HUBE:VBVM M*%RV;7;5`.K(T:DJ-?UG%/)UW>)23U]+V7_L,.X0E+90FG1U+`=M8%+M*Q M-AL93"5.G\^/=;6V'YWNGO;VNRA:C0('\YP=][=F#R/5MTR6'=4S=.U5->M' M1']CUS6Y-M*2,U`/HX4S1PD:M72,DFLMQ\,/=#PD`D#9$C?;M'DV(5=P>"+N M$6#E;:J?JN2"A"_4*O)]T930LF'#&,Q)\($,SA3%EY'9!!:)6#':PL4LH(D! M?13D1EW--GUZ3K*5/=*P`WA?72\^S<6%[)(V9E8%:7)'^3(TKY*>"CKHV5:+ M._G!3)M4C.CI%(4Q`Y&X658.Z6`?L]VQL%VE=X&[=?>4((7;XVO>N]/WMB0%2^_0`L5`%5K>._B:7,+A6`C9V,C*U(7&T&& MPRC&9BJW$?%N9%XQBHVG6-FX6&-BW9FH2+V(0>NTBMDEA,*IT8^-XI^1*HK; M7>01KH+%CT!)8'Q%]H<@:D`=9^:YZ/AE:1T#QQPF5[,=PC6]R`$87T.W>T88 MC:K$WMY9??4_%7*UQ/\`+UFO2J7N/6FG)NWAS#:!?H3:]<[\YFSS86!9T5)M=EO2K-&"IW%MH%U6]JR->MJ6B"LLI6J1KTMZ?%JC\0;J'8(D,"`"OPJH9#DQ\&.6%)LB41K)( M43TEM5"DEK$;5&Y1<;C>_ITJRS.5G@R9,;$@,SPPK+)ZPEE8N%5+@[G/;8V. MQ0`+MG^C%3'#))MRY=X5=MQN1V3:S7TW%;*0"+G6PUK MB_\`9`PFR(8=W'X_:+ONLVR6..3>J;3?8KW8%E-AZ=QTKOA^YEI,W].KM*@] M6K3F[R]!:V5LK87$D29A961K;QY)0?Y-2A6,&-EB%T"N"S2R@(&27.D3K.FE MB3A98L(!.ET/N;'GS!CHA,)R&A!&XMN5F M0L4V;1'O4J'[AZ@E0+VM=MW2VE?5FO\`9#C5L-'.MDP+6W5RM.]ARKE<]3<5 M&JV$\R[>0NLY=>.11D[`LS,JZ:H,4TT4%EG22CQ)L61^&C3.EPNZS=F3MLP0 M6W[F6PW.MQZ?]Q-PJL!N,47N667B\?DCCJAR8>\B&0ENWL1R3LB:Q]7CZ`H! M=T+;1UE[GYMM,WJ==51FMK9MK_25DH;HLVL$W(SVY95U$U:/FHUI6WB\6REG M*Y1=+IG?&C4F0F(DY.X!).4\&ACBB1S]Z99UDT&T"``L0=VIMTT`:]B5M<\Z M^Z9%EGR)(U_I@@Q'B(8]QFRF*H&7:;`FVZQ8J%N`^ZRYNU#M@^SV]@(\K;FM MRE<>,4'2)3S+R(>MI-J9RR=Q4K-UJINW@E,BJDNF+(@HJ)^9BF*8:O.P6P]C M;KHX-KV#`@V(90S6\"-3<'SN!?<7RJ\EW4V[9(B`;;BC!A<%&9$W>(8;000? M"Q.$F7>"R?Q.*XK2KA=*;((/K#Z\XTK=1EKQ&IV$KJBM(BJ-K#7X= M04W*3Z3(BX421$IS*%YLS[>F6;[=G`E$J(U[6NSA#L(8E]K'U#:IM<^%4:^\ M<9\?[M(F;':"25+%MQ$<;2CN`H%CWHIVG>XN0.I%>&\]R&V(E@:/C-3PL;;/ MS'VZO&+9UL)&0C92C;DVHSH*AUGH5!$T9-J2R1HTZ/HK%:I/0?%54%#X=1B\ M1B2,7DED1EG;+DC%W554)%%*22$OMLY`T9B>IL=/= MK/N99;(L]>BVM3>-*[=6[QW3+$@I87JSQHG$NK%&NK"Q=4V)B*^UEJ^R45(H ME)OR%<&2;B(F5*;-@K?C?5C/VV MX2%.;V"4E6:RC",JAC4F;@)QRI(^DT,@:4;R'J>J8C50I$OB(H>-63#^\,AM MK<*N[8`0/79@RWZCTE2/VAK;IR>:>'DOZOJ^DS=J+I)A,.$=9C%-*B?QFC4GH^U"Y922!8@QA+D!C(NH% MR.0^YXFQUR,:"63_`.*DS@7)CWR"-4<*&-U(E,FT,46%SM8D`VHQ[D+D[O-& M^+J].;Z\?:GW5?+Q(0.P/S*ZA%M93^O6J_I)K4^#?"_AHVTH@XCUTV:YUI,X M'!,6`?$RGB(1BRV,OWHR((T#(%![JRG7UGJ4ZBX%A:^XE81[BR#GP76#^F-A MY4LC+(7(^W>!;K:,7L)-5(5B2;[=@#_4.[A7\M72?>:W=I*U[7LSL*#8M9:? M.C+-8)2.(\@YZ6E:%"Q]:FEPF6PMBHFDTE_3==)^&X"KD<`[3)$LH&Z<1$D` M:F]F4!F+)Z3G6 MXVG<'=&]G=U^SZHCH5M";0J6LK++,-B!-D8NK^QKKJF2<2S&F1BLP1ZK9FY7 MB*AFGP1.HP*+"'1D'])B:%989MQ>!Y5!2UQ&6#@G<;?22O6_CM.E=(]P3IDM MCY&,%$>5%`Y$FZS3!#&5&Q=P]:A[[=I^G>-:R!?MS,M=3-EC)R$7,C&ZR=[" MJR[5\51W=7T/+C"3]0CH\6@`TEV% MA=IQ&U_V-PW*Y_TD*Y/D$/F*[.0YN'C)98\A&LF*9D((_B;6VM&H_?#-$`"? M490!T-8M4WU:(!&UMU(5C/V9ML^4J[>OV"V?*VT8FVI%$L2[&%?4_5\S*/8& M*D;81`[V08CZ)3"JY=D`[=OG6W%1L(W#%86A5MP6]R9'07W.!<[;V!N>BJ;$ MU7KSTT9FC9`V2N2R!6>U@L44AL8XF)5=]BS+8=6<`J*O^S[62DM&5#;E57F( MUA>K*;,*;`.=Q)7+3J^U/2-*1`TD M"Q,-/Q>H91P=<'#DS-844`3<`RV:V.NX:C:4%S8FX]=O,VOI>PQA>XY6XW[G,B'W,?%IEM MM:ZG<)#M%U!!/;OT(&ZUS:YHN7#@[EJ9H0R;=VD#/=>+Q?L))YF(D3%+KM M%[L,H0W:[#P(```T.XZK9HGYW//+18F,BM#)G+$V]@-J-@MDV3:A/U*22Q)N M-HLK73VU'N3=MZ)(KS4)*3=G956$EZ6$K+PS-[M&7LEXF==1<+\1#5>&A()\ ME=VS)DY,@S6(V;239<2',8Q,QD<(?N0L3*(2[*QL;1A460L;DDC82PUN=K#P MK.'[G'V+/D1NV2L2,@)6\Q>5H55=J@`]T*I]-E#H3U-7%#=S36:OR57;5!XK M7'5VEJ"WLC1:PNI%.;A961K;UY(0HTQ"&907YFB5VY7`3*J@-S)+G2)UG32@ MDX66+',K-_$$0DL;!=K`,`&W7+[2#MV^8!.E^J'W-!/F#'1"83D-""-Q;I4/W#U!*@7MD"Y[*M4;;S4?7]";WJ4DW56DQ*V`B`%*TY%3\8<[A`%=G5`/2Q9V,VB[T ME!FBNS4$Y=7#L<-3FOX60AI,MT_.?\LQ(%-^2`<8$-D_YJ^,^8<\_P`;TNG\ M.3_TQ;=ON?\`S.QWMFTVV;.[;??ZNWZ[;=MM-V[2N7^N/N[W8/\`3?NOM^YO M&[N=WL7[=OH[_P#"ONWW]6S9ZJQ+.]TNP"T.2LK#549$#-Z]VK9-?R3B_)R8 M.9C6@/%)%*9B_P`H-O@&A8=FM((F]587!TBMA(3U!5)WP\'`+=)?U0`DAP$T!`++8M>V MUME[U?+KN&M$').8Z=UHBHWK.I*3M"[RD1X9H&9,C'_DX461*5<&W=,RI&@*J7HOG5&Z7^Q[+9("2JT;3U(9)PX913^S/ ME+RLW:R9HY=S,4R4J-?-'L2>HCP\8/9:/.LH*97!@]-17DSN.&'&L@?>&/4# MT'2_I<,;_$$*W^FK'BN9/)3/$T8B9!?:S'NBS%?7&44KTN"I=3X-TOGS*RKR MF*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*5$GNA_P`K2_\`FMH_WVN?TY4;"MO"I:THH M&J\/X<_W8.`\^>3"/E]N;$"]5\OUFM8N]_INW*SWB]6G0>^)+5E;VVK+K[6U M?+MIF7IME>6)5RK87"+>.G(H&S634<"L9N8A_1=#ZJ!TC`7IX)<60N6B8@'K M73%D(%"R+2=.9" M390!'BRKY5-=TX47D72ZQC\&(4G1#CI#JO4UC(E[@`\+U&KZB?97N[NAF:/- MZ@N%6J*U=@I:'D'LZW,Z?)#(.VS@JL>T69O&2@]"''4H4>GV!R("$K"YTJ"% MK2#\:TAVC_1ZNY"RO5)F2W;!V*:=+"+MY/2+\RYB"`F$2KG@7)S"!Q``+P`< M?=FA0VTKJ.4R.$%MIJVR?Z.3W%G$?_\`)5&X`/;*/0Y$?(?&I^68*'PK>7+9 M"-MC?_'G7M0_T<[N03Y(GM&EIE'@1`LK(%(/0(F)R4M7\RF.(A]XYGMZ:=?\ M?"C91"@BU_\`'QKF/^CI]R764H[3I7)`,4O,Q(_A*HD"2@!_ZK\!ZB(`4?>7 MP'';-KGK6?NCV]VFZU!_T=7N8Y-SM2D&`PFY_P`]2?)A,4Q1$0_*O'XBF'GW M\C[\;#:H/OG'@*Z?_P!W4[F!,H8NT*-RH7H4,,U)=2A/3]'I4-^5OQ$](>G@ M0'\/AY8V5-)E%.EJY%_T=+N9Z!)_-*BE*7@`+\ZDNGC^&`!_[+!X`")./`?W M0]P8VFM(\TLUC8#_`!\:Z1_T=?N?#U`3V;0A(D6Y7MTN,[.;TL]*NA75/+7(R9K2CHDPY6&?C)0!F&HQ$ M9'B5)LR,0%DP*H<>.L#&$3Y(H(.M123LZVL*FYW6]G]=[HJ_#]22"5K4VF@LQDUH95ZT:ODA:NFSA!ZT3.10"BH0\,^,9R"-+ M5B/(>$66QOYU&/MX^F]=JC?*#=^XK=[W;,7II-DGIG6D2WEXNDTQQ"KI+P$D M+>0F'XNS0YR>H@CT%#X@I%53*F*7C5,1U8-*Q:W0?X%2RY*%2L0L3U-;0[)# M13YJS>OHYD]>0;]J_A73MLDX<1#Y8_RM9Y&K*E,HSHK!K#5[6JJTQI3[3::U5JI+7:8DJ@BZ:3$9=G M-W9-Z]+N)6QR:]CCG@EY25,"2[-8P@!5$B!KD"+8[1,0+BP;4F_770 M"WZZGQFD71Q>XU(Z"W33XU,C2^T:1;*'J@K&6&*F+O0"6RN4^U-5JI>WD!%E MC6LO(*TJ=*SL;=*'=2C9)T)D.E`[A,##_$((W\43I"`UCM`!(-Q>WF-/E5*[ MJTA(\238Z'KY5G'-JUIBE,4IBE,4IBE,4IBE,4IBE,4JRK-KVJW&:K$Y9(X) M9Q4!F585F[4,K%).YQFC'NI!>-/U-G,@@Q3.BW6,'6@FX6*40!4_/3!F9.-& M\6.Y19+;K6N0IN!N^H"^I`(!L+WL*XC.H5K#;8`JJC:++H-+T?V_QUS8W(!)`)8@#<;RR<)Q/LC*0DKS,.K2SH#.1GY>Z MS;^SH!K"WS-\H[J,L*S@92->U^TSJ[INJDH4R1P)T=/07)!R^<"NTHH0R$`1 MQA?XR!)+J%`(9`%L00/"QO4)]O<6P<.LK-((0S--,S?_`!Y&EALYD+`I(Q8% M2"2?42`*N&-T[58BU#;(Q];&2ZKP91[!(6J8)49.:41%)S/2E7!Q\H?3SU7A M==X=,5U7!2J&,)@R%\_)DB[3E2H7:"43<%ZV#;=P`Z``Z#3II73'Q.%#.I)4W/J/JUKR[$TA2MG.)=Q85K(U_,5/=4.RMX"Q2, M&SLU5<)3J24586C)0B$PWC@L\B9J53,C9BN>]`87VR2('C]7I8(ZAK;WL3JNY MK$7-5Q[JVH2'YF^)9N#?F[8E&VE-=+HY?7M^N_Y>?EAXEP'\%NU_E=$=:0?A M4]$_/[XYHN?E)LVM_+A>)=%T23N;QTUOW7U-V%]"++:5^)P).[O0GO9,4[^I MM98>SVVZZ;>Q%Z196V^H'`XM)TG1'#1SM,J]V7MK(P8,PCW]L7WN2`MKLS6N;U4[Q MIRG7^4+,3`SK!^K$#79A6NSLA`EL];]1ZH2N6HD>HD6P0*)Y-V)&KGK2(+M8 M0`!.(Y'CER=C[&4.H):P:X&YAT9KV,EVZ5UY>+I9YQ_*K0T_8:?+QM1BI>6B:T= MI4:=4Z]'Q]H@FSWY394F4E6OBFH+(@"'6``')>K.IN7G&/#%"=LL:."Y"EB7 M=V)5B"RDAK$@@WUO7"GMW%;,R9\D;L>:2)EC#.J`11QJH=`P1P&2X#`BUA:K M\C-15:%MR]OBG=FCU7,C(3"U::V651I!IJ7%TK*S7Y0(N$($O).WJSA=SZ7K M*+J&.)N1SD?.R98A#(5*A`M]J[MHM8;]NZPL`->@MTTJQBXK"@G.1"'5S(SD M"239O:^YNWNV78DD^G5B6ZZU1'>@:"XA-=P#52SPK/6%1+0ZRK7[1+0CU2G_ M`"V%BUJ[-.HY9`\U$.T*ZR.LW7ZD55FR9S%$Q2\2_P!5S3)+*S*7FE[CW1"" M]V.X`J0INS?2!H;=*@_H/&""#'1'6+&@[,>V212(K(-A8.&8$(E]Y8W6][W- M<2]OFMR)^@5G+@S_`"!3]="P^=O_`)>:(U^[!_2I<[/U/ASVRL/`!1E)B473 M7&X2O)?8E]T@L_P"S]+#0I]'^FM![>XD(8Q&W;,$4-NY) M;9";Q?M?7&=5D_F`V]6@J_J72V%'C%HQC+6>;!PZ%XO(VZQREIF55!11;E(I M+3"[E\HBDD@4"$,<0+X\9QS3R3D%]HL+#:JJ.M^B@#QZ]:LL;%BQ5*Q%SN-R M7=W-[`=79C:P&E[?B35B-M!T1HVL\8@O:BUVTP=AKSBHFM4P>HP\;:&J[.63 MJ]<.X-%UQ15NZ6`IFB:8E]8X^9ASJ/*9ID68LO>5E8-L3==/I);;=K6%PQ(- MA>]<`X'C!"^,$<8SQNA3N2[`L@(<*N_:EP38J`5N=I%ZJ-HTI1;<5]\U0EDE MWT!1Z[\;&3+Z,D&+37%L/>*<\C'K-1-Q'2\-9S@Z2=)&*L"A""`ATAF(>2S( M`!&PVAI&L54B\J=M[W!N&32QT'@`=:WR.$XW*):9&+%(EN'=2!!)W8K%6%BD MGJ#"S'H20+5[8O4E-B+&C;&K>0/.(STW90=N9-TY%27L-7@:A*.5BJF-ZWQ$ M+7&I>#<\*%,?]XPYJ_(9;P?;,P[.Q5MM4>E69P+@7T9B;WN;V.@`K:/A^/BR M?O$0_<]QGN7<^IT6-C8L1JB*+6L+7`#$D\*EJ.K4B:7EJ^[LS=J<'@,:LO99 M5W2X+XY4%7`URJKKGB(+DPGX^&33#A53_5#F)\[)R5*S%23:YVJ&-M!=@H8_ MB==";D"ML7BL+"<-C!U5=UE[DA1=QN=L98HOPLHM<@6!-?;%JBMV:SQUIEGE MF=*15JK1.@- M?PSVO2;8;*O*U]6WG4EG]GEWLG9D[V2`3L[2Z/5W!E[8RDR52,ZTGHJE$8]N M8>3)%$(GY7.DC,3,O;.S0(@MV]VS;91M(WMJMB=QO>IXN!XN&99T1N\O5S3.N2"@G5]X81Q@EO-K+ZC_NO MJ2>I-8'`<8,5\$K(<1XNV5,LI`3]U+N=@Z#T;;``#0"KE?ZJITE(3$HZ:.S. MYVZTO8$BK]X.I(@AC&SLK#65,=]JS1E'%@;J>HU!L?"XL;$B]F(.V=Q>!R+P29D8=\> M42QFY&UUZ'0C<+V.UKJ6"L1=5(MN1T=27\VO9$5K+"SSJQ2UDLDG"OW" M\]'5&-FHI9RQ5354KTJC0XD[AB(B@LJR3,8H\9*O)YBPB#VE0-P?&MD'+"R+DEWL=O6K_`'W9<8DJY.H0MJV438J=L<+E M$.%VCTFTY@"(C^%,%B\?N!F3R&62[;]7BCC.BZI'V]@Z:6[2:BS';J3=KZCA M^."QH(_3%D2S*-S:23][NMUU#=^7TFZKN](&U;6$OVQZW7KT763/+RG%QM(D M=<+`C=YY-S.4=^#XB59LCDKGU9R(AD9-RG'H+]2;%-PKC;VSP[8XQ2DO8&.8+":8$PZ^AB)-S@7( M7<25!(4@$WN=]HZB/GZ,IZ8(S%N4QF-D(*H?2TG=(U7_`/D`8'J"``0- M*Z3P?&F43[&$PF64$22`ATB,"D68:=HE"OTL"2P))-?&^B=;-W6M7I894[K4 MSRP/:8LL\74.T4LQE5I1)Z8P\R+4STR;I--7DJ3IL@J4`.D40V/+9Y$Z]S3( M"B2RJ-P7Z>@].FAVVN"0;@D'1>`XE6Q7[5VPV@MTTKHBXK"@G.1"'5 MS(SD"239O:^YNWNV78DD^G5B6ZZTO6H:G?Y1C-RB]BB)AFQ-$+2E3L4G5W\M M`F=`]-79US$K-U9FO&="POT%,OBL/-E[\P<3;-FY))(R5O?:QC9=PO<@&]KFUKF]/+HN@%N!; ME\/,"X+/!;?RZ: MKZM:[#Z/UXK!P-<7BW+B'KD5=82.:+OEU2#&[!9NV-G;.^H1^**]:OE"EZ^? M3`WAFPY7.$KS!P)79&)VKUC(*$::6('2U_&]:G@>*,$>,T1,$:2JH+O],P(D M!]5SN!(UO;]FU>EAIND-&MI&QHV:@U[6EA-:91U/KS52K#RYO8ME).'Y ME%G:I5K](@HH<1$Y%"%\`(&:GDLPLC!@I29I5VJJ[7?8&("@`7[:Z?2+:`7- M]UX7C0DB,A=9<=('WN[EHHS(54EV8FQED]5]QW:D[5M36&B:.T;.TGJMFL3U M[.4.=<3MILLG8;`936MS9;`IL868DU5W:<%#VIF+E-F!@1**ZH```<L MMI!55*!BY!S",3+(-P(FH+-$1#DG.1RY^3-!]LY00[@Q"HBW8`@%BJ@L0";7 MOU)ZDU/C\5AXV5][&)#DA"@+R2/M5F#,JAV8*"54G:!?:HZ*+9-SCJQIBE,4 MIBE,4IBE,4IBE,4IBE,4IBE1*[H/\I2_^:V?_?*Z/]64_*"[Q#_=^0JTX[Z9 M/^/YU!=Z7AP/B'XA'[./:'L]XY5F+7K5R!\J[$_/_P![_BR4:6K;PJ6%(6*G M587J-^+X8?'CGCA0X>//&;^-JKY2`QO5>7EVZ?("8O4(^?M$?;X"/A^O,5%N M\JAQOKORT/VZVV-I>PEKNM9)2&;S[9G4ZL2=(2./`,T[D8_:UKH[#$Z&H[6KZOO;PTJ\\ZH<3?[!<&C7_,D+9:LUA(A M[(F732!O)R#:RNGC-%(AC*'Z$A$P$Z0$!$!R)IXQ<*;M6Z8K,P4D:U&;7WUO M9Q]<8V,V/I*JQ%1&39MIV5JCZQKSL9'*K@D[D63.6E%6LBHU2$3@@;TQ4$.. MH,T&2+ZC2LOB%6MNN?E4ZVWU=NRET*B;6P;&=JHE,91-IKETY,F1/@%%%/2E M3=":9AX,8>``R-:N)5U5GKZ0C$%IR'4A'_ M`,7%J$2=D48*JKB4@'.'0<#F*)D%R:RT M(?HX\>?D'AX^(>SG%ZQ?QJS+=L.MTZMSUKL3XC"`K$4_G9I[Z2BXM8V+:JO'JP- MT"*.%SIMTC"5-,ICG$`*4!$0S!.ESTH/4;=+U"!3ZG/;0#`TX7^:WY>*O\,% MA-JJQ$KYUA/Z12$FC],<)C*F`O`J@/4(!QSX9&\L2_M"N@XK>!UJ-F[OK-T> MARL0TU7KH^Q(MTP;J/YBQO'5<5:R*J[LAXUO$M@76.FW0;IG%P97A0RHE`H= M')HVR5_9UH,C6[M09ZNWJ-9/U"J0 MX#D3#SP)0\/^U_HS5E+H5Z64G]%=$-C(5\S4EZ[5*[8*A5GDK$LW,B?7X5LD MOZ14YAK"V*+C`G(]C+)@209-Y$[%`Z@)*$ZCHIF_>(40]%B,PQH['3:I_P`J MH9E'>>_7'^50A2OTG0"UO\` M&M'FQ;=2(^6=[#I3][#TO3C"^VR\4-H\G&/U< M9M<*+MTK)-A6=HRP-HRL1I3KI@=)IP)`.7J(/481*8H#R!OLS!F3PKD,3&3= MX5C5SL!S(2";1L3E-102F5'CDH"!@`""`CR//'&0R/('_$&:$Q[K`"]3`V MCN.M:[M8=J.F6.U]C.46-KFTZ7'PP-5;C*R$M&?-IE^58JK!-\NL@Z6CD6YD MP6XZBF/[!\\`#4>%:%M1>MBFLZ7KZ%:/4VM=@D7CL!266,P9"<[(P%`[4IS) M\@FE29U+:&]0L#""A7#AO6W+Q0`YR)B( M`'CP!C!SF*V5&;0=14=[S?1CC`BV.*AS!RF0@C^,#&^S[\U[B#0U*D3;KM]- M87M\@,[72K28"<5U%$/0-UG2*4>HJP&+P)#B8AR`/(>/B&<\CW;3I71L4>`J MB\1#>`;1CYHR09!&H=<;\,0[8172%5(3H>B"8*#U@8PB'/CD>U2/56X0MTK6 M5WH:AUQL.GP[ET:1A7L-9V1$Y>I@1E(%9/F[QL=H]63Z3_*S.3)J'YZNA0A! MX\\C=5C&_3\*RJ$G;;6I%:>JE#[?+1I6;BX--S%:X?U65E_AFB3B6>(_!IGE MI8ISAUN)4Y'*CGQ,7U%PXY#GD.C#:..=92.AKGRD>2(QCK6WIG=-21;TVT5- MN5&1K2+UW8V@,'H+7"247]5=&./"F,G*$=+**>FH!T2B^ MT@V=>NOZ*I1'*P[(0[NGPJR>WG:\3>TMGJ.!DXQY&[(D7+E&7CW\?&M4[V#: MW0D9"S#Y%&/GDVZ4\5N8S0ZI4G(?#CPJ42!6[VE/'G^'CI4A9A1-2)/N+YY',?X=Q4T(ZCQJ7]%+T MTJI!SSS6H0P?<>-;&`/VYZ/'%L=/]B_D*HI?YK?[C^9JZLFJ.F*5CN\ZJHFQ M82XP5G@DE4+[76]3M.&46>PQ*K.92;LEY%P9$"+E](RZ@E MXZS<[I(Z$%3])N/*_P`JU958$'QJA6:K[38+;(LFOKXVD;!:&E(;4RH;%C4G M>N**I7W*Z-E=L4ZPE"6QXXMT:_447^)D%RINVS<4@32!0A]E:,[5<>D7N1U- M^G733Y4(87(.OQZ4G]KNJ:>^/[E0[9'52L6>A5NL3\`QZP4C<0;WTM:_B?,?\`2L%K7)!L M+?C61(FT5N??6&+@Y^&F)*I2J4':6$9),WSRN3*T8PFD8J;;-EE%HN05B)1L MY*BL!%!07(?CI,`Y&58`$@@'I\:V!!T'4576P"8I@X`>/:VLX#^E:MA_0.5')_S(?FWZJM.-Z2?\?SJ#ST>7/L\.U8L3UZ5Y+?F<6:"H@5P.9M&4N/KK&M_"]1_VIN>4H]2>6F!BHJ0?1@,3@4PKM M#'%1UZ9UE5&BB8G6*3Q`WF(^?.0>H2;2-+7K#`B,M^U48C]XE]E7D*P7JE91 M5?Q02+,@+2)2((*E74,!P*Y*`NE/AQ$Y_$1'@>.#A) M3YR&2(FD803`[XX\\*AP'EF[0$6VNQ_XUC?&VHT^=9BU[N5]+OZ\\7K#)F[E M')_@G?'2'CG*^.R' MH^-71,R[R-4CDTNI=%=7H4`H=)TDTRB)EDC")?QHE#J\_9G0=HZD`UI"BNIW M7JV;;.G0CD)1SZ2KA1`.3',7@"]')2"4/PF*`'$>?:(YC@JJ1#\'(`F`I#_`+Z?4(<=Q>Q9.&AY0[J`%6- MVJ3<%U$A4.1)-P4`$PB(@7@!`0\\]I#UK:%]/41>]31UT2% MW$>":34`D1K7YUA<8V'5;MT6L;::B^:2<),(`U$H+/HF2Z%$%!*0"G*!NGV9 M"DCP9&V$D74J?B#H1\B*G9!)!NDL2""/F-0?P.M22AXK:-?=1D6XUN&AX2+A#%MZ48Y^&C$SK+(.@2,9PLJJI> MTH.*=5`]U;@P^[B,:A_5GIVEM+8]PM[/-H[ M&C4CIU'5;U@T9S%$U]^4TH$Q7<'Q^7YI()R'QHXS*X\[ M%1M/PW,+^8OYUX3^XWN+)]N^V),G#NF;-*(4;]TL&8N/B$1MODUCX5J/[.=* M]NOV%=$;B,#'ZK@VC=RXK\O&,0>.Y38LM8'B`=2/PJ MPHG54ZB>FD03_2?R^" M]M>Z/X'(KEY',L9'FE$FP8Z@$HRBY:9G(Z;38DW%@+RL^DQW&V^4LUS[;[-- M2=AKT)`R-OUZ]E3'/)Q*41-Q\?,5X#/.M9-E)I2Z;I-%0P%:J)+`42BH.4'] MP>&QXX(^:@4),SA)`.ANI(;RN+6)\;CRKU_]G_Z$>:HDJEK2!V]N=AKK9_;>`+=$RY5&X%24)P"RB)@]K[+X'!YV?* M&6LDTL&.9(X(W"/,PZJK%6L`.ME)U!Z`@^*]Z<]G<%!BG$:.&*?($EV`T(ZD$87KGUA'_;OVP:@V#WL:[G=BWBXEOTH^V%V:5Q/:VF93 M5%%D$6K7=,E9TYQM6Z@E.ME5"+0QWZCY!['N^I!L4"(E[Y/9"\GR\V+P$JQX MT>P;]VXSB(T[5A>Q?M?T[JY[1:/5M65V1/M.7W5$ M4)2IV*3DWCIE9DIR_P`M94)*FH^N1%S7@<*KE;#ZI!N?_0E?VWA0XJ0M[ARY MY`[M*1VQ$7W*`/39`I$NA(?1;Z53?^^LGN3-FRGF3V]B01E$6('N&4)M8D^J M\A8&+4`IJVW6LXVCZ]L/8=T=I=%T%VY;AN5?VOM[;^E][UZRT$&.U:#L36,: MS^-UW5F#*])5\]SK;B0;RLV5T=RV1@'22A#%<>JFE71?VYECPLS(Y'+QXWAA MCEB(:\;I(39V8J"$-BJZ7+@BUK$V,O\`<:&3-P\?C\3(D2::2*4%;21O&-44 M!B"XN&87L$(-[W`G'VF?5G[;>\[9&J]7:;A-DN;)L_0MP[ASC,P<0R:4*ETO M;UGTC(QU\,A.NW$197=YJZA&[1--85&KELN)BIK%'*'F?9G*\%BS9>$E]57NI8LK'H,66O@[LV7U%2A:_7M[)6[;=#R[5_N# MU2EIW5IMR),]HZI&F3NS:%_,^.TPW?ZXKTK/)R[Y_(;+E$HYNUD4HU4P=:RG MII(KF2JC_;GW`3CKCMC3&>;M7CDWB-^V9;2,!:P0%B5+#P%R5!MA_<7V^!D- MD+DPB"'N_P`2,J9$[G:O&I-[F0A0&"G6YL`Q%XT'ZT_;#?;+K>CEH&_J;?=@ M3'=)77M(O^O6U6LM$G^TO3\/N[8L9;63N=.1,TM3)QO\H.T.Z*XUAJ+W%38WOSB,F6+'$>2F M3(V0I1T"M&V-&)75P6T)0C;:]SH;6-6DI]=OM%3U'LK_#/T71$Q;D6(T<(*'(`*\$DQ_P"W',Y.''FI/A+')!%- M9I2K)'-]+."M@-"+WU(8"Y%1Y']Q^&QLR3">#-:2.>6&ZQ!E>2'ZE0AM3J#: MPL"";`U-U[W\:EFOIZ6CZA="5?N-8M-#7;<=;9V)D2-F'+VL1U9?46H:4=W>;OLJXQS*X:QAJO2G\LSY=354E1#J^(*548]44 MP.J8B9_5\W[!*^XAQG!2*>.;$^X[LK@(B*2LA9PO0,/!=-POI3YV-AR"Y?V_:B0EW=@&C"H6ZE3XFQVFVMA4;NU[ZP]S+7-5;C[D]L;77AUW MWU'+E)ZFAM-:^:*V_6O;DW:3%>C;9)*O(R8IEPH$,ITH-&ICE?O!,D[6X*!Q MM>7]D0=V;!XJ"$26PE$AED.V2>X8J-0RN>I/TC5155Q'O?([4.=RLTQCOFL8 MQ%&-T<%BH8Z%60=`#ZCHQK9!L#ZW_:+K8DZE8(#;RTO'0O:D_@("-K-?4D[K M-]XM"D-C:FJ=?4D+5&Q:$NWK40[5EE'SEHT9_#*`5540*!O+8WL#F\O:8F@V M%L@,Q9K(,9PDC-92;%B`NT,3<7`UMZG)]_\`"8H82K/O"XY"A5NYR4+QJMV` MOM!+;BH%C8FHTO\`Z\*+CNPU3KR`[<-P-.WNV]L&RMZW62NVK+!4=WUJ5UNI M>UISTJ],6=A"ITR%:TH47;DR"XJ.5RBBL9,P"%HO]NW'$394N7C_`-03+2%5 M5PT3!]FT[P"=S;KA;7MU`.E5C?W$C/+PXL>)D?T]\1YF9D*RJ4W[AL)`VKML M6O:_0D:U7FW^D?=D_H&>S&IN[2MQ3:"UO=):;FM0Q:4-!:UV9(1,+![.EW[: MYN2M:0:=G&;-)WTF%XN\0*@4YE!`NC?VNY\':DV$[EI%`$NK21@DQJ"HN^T, MUN@"L6(`K=?[H<`1N>'-1`L;$F(66.0@"1B&-DW%5OU)90H)-9TOGUS.RW7^ MX-PZ>E6FW'3G3:/E1-0]=C_`-ON>R<&#.0P6G,)";SW%2=^W'(RA39"3J020+DC M0VL,C^X/`XV=/@N)[P"8%]@[;/`F^2)6+"[@=`0`38`ZB\0^X'_2*-7,.UW= M.TNVG3FSWFX-;U?0E_@ZSO?7ZT%2I/7&Z;;7H0FPWCBM7=&6<5%D21-&I.D5 MDBJ3,C&`3UD%E?3NN/\`[8YK\M!A\GD0+ARO,A:)]S!XE)V`,H&XVW6\$5R; M$`&EY#^YV$G%3YG&8\[9D20N%E3:I25@-Y*L3M%]M_%V0"X)(_0_KRW&O]`H MU\-7+'3C7:GUFW&J-Q8HQENJQK)"LID:Y:8UNY>(1]C@Q>_"OD"+*D2=)'*! MS``&'YIDP_;9,F.'201NR[D-T;:2-RG2ZFUU-A<$&OI>--]SC1Y!1XS(BMM< M6==P!VL-;,+V87T((J\,@J>F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F* M4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2H@]U`B"M'XY#^[V@1^X%:Y MS_2&5')_S(O^7ZJM..Z/_P`?S-0=>CU`14>`# M^&`!QY_Y1/Q\_/@Y\/ M9FJQ`V#<_?D4@M./]OZS24W MB-0/8B"EFH`!+_P"MB9>LH<\# M\O.)1]_B;C-E;:=PZT\*RG>"D"OU8W[W5&(\<^'CZSD`'_7<\_MR,*%&GC6; MU441$MIMY>>`_+2@!P/@8!8QZGL\/[.9K.M2CU$AS'U!7@A3@G*@"A@#\/4\ M_LAX")A`./TYR3#3\:ZEBV^N_ATK<'0B`G1ZD7@.?D,8/W"+5,WA^DV3Q?RQ M\JY)OYA^==LZF962KQ``3$!R^.L`?^0!D=)3]9UB@'WYB2/>;U-!]!^=8+V, M59-%['E5.1`%U7+0HC_D6S@.H4P-YB5-C96]O"H?;-4(?<]H(;DA@J$PKX<#R'Y M1Y$W'(>`\?L')HEV+;XUQ3@%[?"K79)H1L4X8IA$/`"A``'(>/')" M^6;^-:[O2$\!_C]598J@B:[VXH_AY>6`1'I'@"D%V!P`.`\P#(F?<2/C4D(] M7X?]*LR-(/JW#QX*$0J)1_M>,S%&`!'W@4?/V9LHNMJQ.1W#;X?E66Z*B922 MH9"B/!VQ!`P^(!_GR2$>1]O@''ZUMJ*4AVZXIK)F`X)"3]TQ@&/NLI$9UA+*6'G:_CU&A-8D0$[QHX%@?* M_P#@5;+V]O*.E(I[-(,=5:E4:>ZD]RO5F+6%M-FF7;J$F&2-3A6*CV#<-)!N MU7.)"F;&"4332*4$CCD\T7=C_@:R,QL@Z@#4:GKI^521.$W;]$`'J^>G3_'6 MMBU,#BGU0/\`]6X/_P"]C7+W'_D)_L7\A5-+_-;_`''\ZN7):TIBE,4IBE,4 MIBE,4J*7>?VZ#W/Z(G]UO*V4 M^M]@)U&V*/DUK*FZ:224M*4]NO%W9@FF[$$#BX,9!`$_$G000^IY^'QG.[\J M'E`G'3*O9Q7?LS=N2]WN&W M-&"LHUTUT%NEA6P/Z:W:'L354G>=^;JCQ@]A[$8.8B'K!UFY'T5`S$NTL%AE M9E)@*K9C*3$DR;>@W2-U-441`PE%82I^/][>XL/D(XN)XP[L.$@EM;%@"J@7 MU(4$W)ZD_"Y^B_VP]GWR62I54TNJLP=V8#0,S!;*/I`UZV&W3 M/GM?8J@5WU=N/<=OF+U7+=M._P"-T_:];6B:D;#2+_6%KWHS=E4L<.2+?U/; M5$0>,!L*$4LW3J*2B7H.`Y'B<"25>7QFGAD4;7C?9+"RFX M>-M1<]""/(WTL?/\_P`=RV?'$W$9*P31L=R2)OBF5A8I(NAMX@CXBVH(T,73 M_1Q-WR>H-=Z]K_=;KF0-'Q'<,:[5&Z:MFI#4==MF\Y=&4_,>D:6PLS4E*DH) ME&M&;=PZ.[.T73!T@0H@"6?2,?\`NCQZYLN3-A3*"T.QDD7N,L0(M*Q7U!KD MD#K?:2?J/S?(_M=R+846-#FPM99MZO&>VK2F]XE#':5L%!/2VX`?2,X6_P"@ M;>=EU#NL@+AO:GQ\KOC3GT]ZG3)&%JDTXC*GL7LKTU2]:S,O/Q#Z6,,Y4;L\ MK[TR#3U/7;-G9!.96D5XW:13](4)N8# M:+V"WUWD#KQ?9'(XAPLJ"7#CS<7+>5@D++&R2(D;#ZB2^U2=QM?=;]D$T?Z% MW:3%T/\1'[-_]8:(M.)='N+=GN"4Q_O:N#?PV_HJUE]G&3WE_P"S MK*%@[6J6-^]VS$)/W=$(MXWK4''?Z,=M^9C]@0^R.Z'6,PI9=$SVJ8>Z5[6U MECKA(6I/?45O.L;#V8ZDK/)%NMWSGBQKK=T=3 MUO7*_2"."R*:1)VK*4I<[MR)107!P3H*7H,!J;_WK"_IYPS!+O/%8N)>ZVW8 M[.S/_M;<+#KH;U<_^BYO]0&8)XM@Y7*R[6:^W(5%5?\`PFM>F08V36T9N66VQ,0E:8%DB/XV7?J_+V_J MJJG2.5%8IB@54`+R)[PP4]ZS>[#!(596,:7%UD,0C!;P('J.GF/*NQ_9^:_L MJ'VF)XPRLHD>QLR"4R$+X@GTC730^=19OWT`KI6-IVRZ]JO<*UH-?B=X=K?= M/I>&VX2Y;=DJ]OGMR;V&,6+-?)X7( M6*%U7;*>R>Y+MLV'9=A53M) MI`P-D[?59G6LY1>U6IV:B0U0M4._ESRL=(RT"[C'!+!".(^6:OFJ@HG2(J8, MJ'_N!P:S0_:8N9'%&^2^X3!9%?(97+*0+$!@PV/=2I%[D5;)_;_G&AF^ZRL. M2:1,9-IA)C9,=60*P)N"05.]+,&!M8&KOKGT/^XVCQ';LM"]U]6MEMUQVD=R MW:3LB0OM/LPJ2\6C2_SX5D7XYPY.=JR)T=`&Z2P2^_ M^+R'RA)A21PRYL&3&$=;AH0@._T@>O9N](%BUM;;CT1^P.5QTQ3%FI)-%A3X MTA=&L5F+D;/43Z-^WU$DA;Z7VBQ;E]`3(.;_P!AW:AVC,GZ MM3L)D8^Q=N^Y=,;-E;8X($H)U8>>8:R[H[NK36KYV]2>N.Y)[W3W:N.]@::DYW=FL;MW%ZNO%3 M8P5;OZ%C18QM/J%XL[27*HBS!ZLU8BV,81754-%#_WR4^01N472> M.2.PT/J7N;O(VM<7N-)?[;YLV)-BME1#N<;!C@[6-G@DCDN=1Z6[>WS%[V-K M']*6KFFQF&N*,QV],5JP[29U:$:[`GJ;%O(2JS5N;L$$IR5@(=^[?/(N+D'Y M#JI('64%(I^GG@`SY7EG%;*D;"#KAESL#D%@M_2&(L"0-"0!>OJF(,I<6-UM:P'[ MA/6LJ.3_`)D7_+]56G&]'_X_KJ#RYN5PY#Q'D>>/#V_J\LKSKUJ[M7J1'J(N M/''"?_X1/,BL-TJWKV4QBQ0E$`'X-$?'W<<#FQK0"HD=R29!U-9.H`$I4&9S M>`<_ADF(%*4>!'J$Y@_1D.G>'RK$O\D_.M>4: M>/=X9T5P&J$S-S2S"0.0_-3;J`0#R&-5$PA]O43`.MJS65K\HFA4JRY-QP2. M(`\AS^%-900$/`>!_$..NE9TJ],4\XS2'CE*$EG!0X\A,\BR=7//AP4@\>'MS>IH?H/SJ.&Y'*C<[(2`8 M"K?'-US`/@!?3(NCU`/D4%$S>7/GFEK#3I72HUN:@7'3AC2!6==("/ MZ`'[O?D3,%!)J0:?*HM;/`W\Z+6H80`HTF9]/C]XP#4%`,8PE'V#]GEDT;!A M<5P36,GX#\ZH<<)#5*BEY$1&P3WER'C_`)@X'WB/`9OU^=1C]59BJQ0"ZW`P M#U"+V?('O#I^.Y#G[1_;FCC2I\?Z_P`*LZ-3$370W'C\K$`'V?\`2\:`^?'M MS*W(K$_\P_A^596UX82S=!+P/!FH%,`"'(@6:DN/+\(\"&1R=0/A40Z7^-;% M.UY4JMCFBE#@$(Z2`0,''XE'L3R(![O=G/';[AO]OZQ71*K+BK?S_4:G"B<. ME;W@+O$_*'KLS<_B]10.//P%!8?^]SG?Z_C1NMOA5' MD445T545T47")TS=23A)-=$_2!3%ZTE2G3/TG*`AR`\"`#DTQ(COT-ZGAM<^ M7_UK.%>U[-0T-#3.M9YO7I&XV[7UUV0>R)2=J;3->C*K`5R=@*RS<2B#>INY M6#@6I$54"_#H.`46,B=14XCZB!P8$$@N!&`+:?'7SKS\H/<8KXN;U=%>VQ$O M7<+"W&/7UE;K;;K]5Z+3+G*0"5DO+:A+2CAS8:PRBY20^8Q4E68WYP0H#\0W M8JE%PFDVZ\K3Z/4%GL*1GH%G.`X`K=A8XN!%58KXE2P4D?[25O\#?P-<&5R$>)EXV+* MK6R79%;]D.J%PI_W*K[?BMNI%6BGO6D(3MYC)R09U^/IED0JB,N_=G_S_*H0 M=?FK*K'L"-/7"(J0VADW?O0,HV;KG."QD0)R:<\9E=N)HU+O*F_:H)*KN95O MX7;:2HZD6/B*Y5YW`[V0DS+'%!+V][,`&8(KOMUO:,.H'2EIDC12.9@\35,JE(=81BJJJ/J(,TI=0ADV9UC)E>*@)$1.<.G.= M,/*EC::.-VB6]R`;"PN?T#4^0U.E=DO(X$$Z8TTT2Y#VVJ6`)W&RZ7_:.B_O M'07-CD3Q*4$\,M[@;GXYX M\(CVJD1&3Y73UT5LV+"S,DTAXR45<+`1%%D[DGR20*',4H M&.`FX#D0RF'E2-MCC=FW%;`$G<`21\P`3:M9.1P(5WS31HFP/*$VKKNQ/HZ+A;=$/I*65E&S%@18Z3Q1[#`<\C'*MUTTE6DH@@DHL M5JL";A5NDHLF0R2:AR[R\?G0H9)8I%C6UR5-K'H;]+7(%^ER!U-1P3*L M&/D0O,Q("A@22MR1:][@`FW6P)Z`FO?.;`I=:F(^`G;'&QLQ))I+MF*ZIA53 M;.%EFS5X_,F0Z<4P>.VRB*"[HR**ZZ9DTS&.42A%%BY,Z-)"C,B]2!>WB?T# M4^0UJ:?/PL618LF5$D<@*"0+W-A^DZ#S.@UKQN-H4%LXL30]HC3NJK&O)>;; MMS*N56T?&G%*470*W24^8_*%P!-X5MZIV:JA"+@F90@&D&!F$(>TX60@*2+` MEA==3IJ-1?J-1I41Y;C09%[\9>%69P#<@(;,;"Y.TZ-:Y5K`V)`K']$[A:;: M*A7;=8GT)2T+>T^?UY@\G%'KHM/=BZ&'L-F%:)BBU0KP&*Z:OQ("R2G*XG*Q\B3'16D,1LY4&P(Z@'QTU'PUL-:XL#W#Q^9APYDCI"N0-T8=A MN*G0$C]DWT(Z!M`3H3>E:V=!V*ZWVA\D83M)LIX!)LLXZUIULVH&K;U(R[-+ MT$RHH1Q-JL6BB?4H;K`#\\'Z2<\V%-#C191UBE3=<7]-Y)4`/Q/:8CX?(UUX MW*8^3FY&`/3D02[+$B[6B@E+*.NU1D(I\C\"*N0]QJR5=-;5YZ,;5DO_`->. MW2;2--R^^6)=#ER*1%/BI`2HH=//KJ'("?5UEYA^WG[WV^QN^3;;8[M=>G6N MG[S$^V.89$^T`)+W&VP-B=W2U]*MP^W]:)1;"84N,0FRDW#EJS*HHL20.X8F M:%DDUH@R(2[08@'Z!WHK()@R36(=<4R&`PS#C\YI3"L,AE`!(VGH>A_'P\_" MN9N8XI(%R6R(1`S$!BPL2/J'S7]K]T:FU=\CM;7$4X:-7]S@457T;7YMJ)'I M'""T':7,BS@)X'38%FQ8&2K:CM^:R?2^PH9 MQ-*PBVM;HSH<^[GV2\7'.9]_78>Q-DXAZL`I/$5$ICX-.#G MX(P@[!M_%%/T_P`6<[866L1G:)Q".K;3;K;KY7TOTOIUKK3D^.?(&*D\1R2- M%W#<;KN`M>]]OJMUV^JUM:QK2NX.M6HZIY)LE5HY"E1-S7E)651!HDG,7JW4 M-E&"=5JT*9VO)57^%P(G64=$2(03\=?9D\1D8P%B'826!BC6`2EG(`"F22.Q-^MXR?D1XU?QMK:Z)`I64]NB"1*TDG")'.L M?@/A_C`;@*GI]`";.3[++[WV_;?O6O:QO;S^ M7QZ58_U/CAC?>&:/[8MMW;A;=^[_`+O]/7X5;2>\J=_+6][65^,/5*!)7R/D ME8U,DHY?EH,Q(PSY>+(B9-%8'[F.'T>HY$R=0"HH0H&.'0W%9:YL7'@#[F54 M('2W<`(!O:UKZ^5<:<]Q[<9/RY8_8X[2AF'JOVF*DKMO<$CTVZZ5XF7<%K]S M:',`ZDD8IC^1M<7F,FI(Z[4D@RV+/[%@&R2K)5H56-:Q#C7XFNHV<.B)%F=!RZ5`C9%;I(90#'(!MEPV;-N^74^0U-7@/ MB2`+FKELVTJG4KK1Z#,*R!)_8)Y-.O@VCUW+/KBDDU5@>N4P'T`5%4"E$I3@ M0?Q*>F3\>00X.3D8TN7$MX8;;C<>/D.I^-NE=.3RN%B9L''SL1E9&[8+$@[1 MK<@6'POU->EKM#7KX9[X.WPCD*S'R,M-&0>%4(UBX<`^;R22A0$C]C%*#Z;E M9N*J;=8?24$JGX5XQVD1)XBT2LS@, M/2JZ,QUZ*=&/0'0V-5*0O-/B?BQE;'$QI6,1%SSM1^[3:)(1$V_7BX=Z=5<4 MT^B4DFYVZ!0$3JK`!"@)C%`=$QLB2VQ&)9BHL";L+$@?$`C2II,[#B#&66-0 MD8=KL!9"2`QOT4D$`^)%8X?=P.O&5AJT4,NV5B;/4MA6,VU-=$/8"FN,&`59FZ?SRH.P%NQ9L%1;R3@'(`+=TG$N0])YZ)E/A%A!-; MH.(%';^GYQ"-V9-LA`7TG4D7`'^X:CS&HO49Y?BPTB'(AW1*2_K7TA39B=>B MG1OW3H;&OJFTM>(GCB*VZ&)\V]0S)0SGA`Z!'SV+3>KN.GT&4<\D8Y=!JY7, MFW=JIB5$Z@^&9_I^=ZOX,GHZ^DZ:!C?X@$$CP&ITI_5^+N@^XA_B?3ZUUNQ4 M$:]"P*J>C,+"YJI+WJGMK"2J+V*,2L!SI(A&G<`"A7;A%%RVCE5N/A499VU< MIK(M#G*Z60."A$S$'JR,8F28?N1&_8_>L;6O:]_*^E^E].M2GD,%VZUO,KZ@.I76UM:\4!LNA6B4+#5^U1$M)J,W,@BU:..LSEJQ>GCI` M[10Q2HNU(M\3TG::1CJ-3F("Q2=9.K:;"S,=.Y/$Z1W`N00+D7'Z1J/,=*UQ M^3X[+E[&+/%)-8FRL";`[2=/W3HWD2`;7%7SG+7=3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*A]W5?\(H@?\FM?A[/\I6@_P"^RHY/^9%_R_55 MIQO1_P#C^9J#SCP,`AY_B^_CGP_IROJ\KTM@ZDW8<\=+<%`]W@N@40^SGKS9 M>M:/TJCW8@BA%FXX_NJ(!]O@(C_1F36*B;W&)";4UH$O@)``>0YY5'I_0`CX9@$7TJ9P!H/%:VVU7N&[:]PU M"B&V-MQ#3NRM<:QAZ1L&OSD&^=LY6)KT67JLM2.Q:K-CI.R/3JE)^)0@J`B* M1O2`Y[19(I%!8V8"JPI)&Q"BX)K!N[M\P.X-V4*6?%L!Y)8C;I.4X(L@4,0#K]!:[/>.<75K%2H`MUO>YOX M6^-66+')`GK&C7)/ETL+>-ZV/ZKM5=M&O]?2,/(I*)S](A;!$L7I%8F<7A5F M3(`D%*])%:S35!)1RFFJ91`I4E5"D,(&,4!C[;Q*5<:J;&VHO\QI_G43.LCW M0Z'4>!M\JJSLQOS?T>(%+7#%X\_%63*7S'GCQ*3-`3W!^[:NB&X0_.L!;J;^ MHV;F*'!B+KJ!R'(CPV6((![A_'Y_9D`A^+D0Y^SG(&8%+$^JNL5'_:)>G=%O.3JY&AS/4(\"`=51!-/CD1``\P$ M./9G1C_ROQJOF_F52H;\57UV`>/7.3YP\``/WX0@CP'@'[H9/6@K-].2`]QM MR@\")9"P!P/M*)WOXN`]GB(9H]2P?7^'ZZM-@'2%S$HAR$:'AY@',Q&AR/WY ME/II-_,/^/"LG44.BP:]$1#@8\AQ$``/$\O*F\N?#DI^(`/ZLE'E'S'C\()^S($__`&6_V_KKKR+_`&JV_>_4:G2W M)R*PCR`=2''Z%TQSJ/A7"G2O!(B/QTI^L*WB34\0`8CPTJ8]2`0JE9`?,*_#?_`'N; M9Z:'^2G^T?E5#+_-;_Q_Q(QSU1NB=Y'F>("V='8.C MD%9F=PW,)#BF8HF)X#R'ADH)'RJ.U8:80UNTW7F+*$5E]@ZQUOJ*=`(5\O-W M7?USN4`=D\@FT?9IZ?:1$V:3@VCQJ"+P$W#B26;?WE)$IP&4E96ULLC,/@H' MCI_C2M`"@L-5`^9K)<%;X"P.G,2TD&B-FBXBO35BI[A]'&M=3:VEN\<09+/# M,WCM>(5?_+71$A.(IK':K>D/&,%L M4FP_A'3N"3F]@[4E&=GL]W%9L\!5>+^?*293,!$Q_2>I^B=,$C`:T_JN(^5+ M.R,H+QB/TJUHHP5$9#&P)4)ZQJ"I_>JB_P#7^0CP,-D3$.T MP*"[`,TH[;6!5QBV5K)-M3K6:2MD2]EI*`?Z_H]&ID MVA7E"RC82,I-K2BNXL`]7X&9=KNU?5(;TQCS^0PN0NSB5&5I=@&W:1)(\BEM M=&!?:Q%[JJ@6M4W$W`U^K/Y2NDIU4MN\)=E)MFKHL[(Q^X(+9:#3J*=^LT;KP#F_P#HN.4/ M[P=#U$P(01+DQY?$4O.BR')DC@%C;:#"8R=;W(;MZ:"U[&_6N8>W>0818DCP MC"AFRF##<7*Y"SA?38*"AFLPN0UK@KTJFNM!;+LC2-1LCJH(EB*'JZB-V[!H M[43=IZ]VO4KB_D'7Q,B\O@PLQA$QW32OKM% MNY$Z`"QZ@MJ?$"X`.E12>W>5R41=_"K(<%D#+^X#1[?ZI]SXWV?;=FW3ZMV MOE;QO7WMXZ!CCS;-[+1CXX07D98S./,<668T3O;GW!5_HV68GOCF[ M)SN`7"[F4?NVLN38Y'RT6NPA%'@LH(L>+A%%TD5/H4%LGZ0)(IID+UMR>$N, MT,*,N[LV&U1M,9NWJON;<22";$7M5>G!%F8 MUO/59\4X>LPZ_756.)RJIAZGJ[OS4$DA<*49KL$_L*:*JB8.'\:R," M:@I"&2X/(XTNR/,4'#CQ6$H)5=S+/+/&$'CN9EC-AHK/T&M0U> M*G&SB1KB[6D/F*K2'G62:Z*\DQ<,6@E,!E"F,N!#BCS.(#\;#@X)"#&>%HPURI$)4JCVU((6U^JM9[ M$K8V`\UML]Q.15])!:H^>A%72N/*JYA'CB&:1EHD(IW&2P_YV(BO8&IFARS* MZ:A2R;0`23(F8Q12E7)P!`V$>]V"Z.'`7<2JL""M[6]7I]1*Z]=QMS/@\LJG>0LE)7+M2J M^CH&4=,R*A&6B)5W@^D'[47'"S.%"1V/'F;)E],4R,B>("F7I[ASD39>/E.C M`19[3L!8W5NQ87TNW\)MQ(`)-_$VJS[6R$X[,P8Y49LCB(\1&-Q9U^[NQ&NV M.\Z[5!8JJVUL";NF='3LI=[<^5+7W58LN^==;F$CED55P+>M:TINOIB`=HJK MF2<"=:F`]34%/I$7@E$#"41'GCY.!,5([/WDPY(/"WKE>0->][>NQ%O#XUV2 M\'ER9TLUXCC29_J>-M[UI/NOM.Q MMT[?\OM;O/Z?7MM_-]5_"G]#S=WVNZ'['[_[K?9N]_.[^SR^O^'OO_(]&V^M M8Q==J=P?5TT6G:T8F1;5*C1D>^8.96-$):J;=OE]<"NXB'Z$@5FZA[61(@)* MIG*Y(!P4*(`)>M^>QBY(C)5GDO<*;+)"D5Q>XW*5)L18CTW%R17)[3S1&H,R MJZ1PVVEP"T63+/9B-IVLKA;@W5O58[0#<,+V^7*OI5VU-';6>L\1L%W;WD)? MIJ9N)I&+=TY6L>F]G9236^*N3!=03M7Y11;HM^DGI"8A_6X_ZG`T;XDFXXS1 M!0RHB,MI.Y]*Z,I/52U[D,#Z;&Q'!Y231\C#L&;3&P7FY5D7D)%KMH"*#9,E87<:9O%+/'* MY$(LDN013];D1((`(>'$F>#E<;'GQ642-%!GO.;VN5 M;L6%KVW?PF\;:C7K;DR>!SLO%SD3@LDF::-H^ M^W(KDH#?:0L<<>V2VM_2Q4B^U@C6-K5X$]-7]E,QNQV;BM$MZ>V'>PG5121< MHU=K%RFI2:C4C(WI>HBWEV[1-.2=.14.FZ7*J0I0`R0$D/)XC0MAD2_;?;"( M-H7N)>]I2*B"#HR$>'Q('3,7.XYF-R6U`6CBCF1E)=%)M%%&=X)&@[5U9;D; MF&WU54CCL[A`TC!)YYL>1&"Q2N!?(GE7ME0=6[]G1]H;8AW@*:OFO=N5E+K* M>@Y`85M8[!KWM^@&BAD".%(:2UG7H%E.)@\$R2QDS/8XXHF+Z7`@!N.DZ!S%'-D-Y7$K,5L/D1>]=>-[:S1Q,N+(8UR)<;#3Q.UH$0-<@>8.TB_G MI6?]@T68L5VU;:HE5H"51?V=G-(JB=%[\HM<($6K(13PBR8H2$4JB4Z8<&$3 M'Z@#DOC3XN5%%B9&/(&W2A-I%B+HU[,#X'_`->BS\&?(Y#$S(2FV!I`P)(.V M1=I*D`^H6O8VOYBL%M>W"W258AZ-.R55C(BE:JM^LX2>K\4LVL%K/9:2XHS2 M3LKLSM9,\>UC79GCQI\.4'$PFFX)TD(!,M6YK&3)DS84D:::>.1E8C:NQ^X0 MI&IU]*L0-J$BQO5`OMG-EPHN,R)(5Q\?$EA1T4[G[D?:#.IL`-IWNH8[I`&! M`%J2FC=H6R16LFQ/J6QO?1A<:7TV?@>5R M9QESMCI-'#C!57>RL^/*\A#W`]#[AMM^5C)@ MRX6/W#OFA<%K#^6DP:X!-KF06%SH#<^%6\>#FR\IC\EE]E3%CY,95"QUEDQF M0@D"]EA;<;+JP`!%S6)*SVX7VO,]),F4K&1+ZA4[1M$*='T(E=X+PY5UB)"G8Y/+XF5+DO,)&@EEG=$(7TF4 MDJP?ZD(-BRBZM;XU3X7M[D,&#"CQFBCRH,?%BEE5G]:P!0ZF.VR0,`P1VVLF MZXZ6-;5T1?E-46#3I_Y?K0[;5%_5$Y:TW=,XD9?3M7Q(0WO8'1`0-JZ&]2?T/D_ MZ#)[>)Q^P,5HDD]6YCH%:1;$`E=9""VYR6``-J\>T^V2:M5SL#^NS,@RJ%RA MX*-D:RSMUDK4#'+Q#8S!=![7Z^^CF$E674>V2,FW(45B/W"ZW(%$2J18W*I% MC1(1MR,=F9&"(^XDAA?>/25(Z^JXL-NFO1F\!)D9F1(&WX>6BI(ADECVA5*- MM$9`<,I^GT%6N=QW:%^V>R_S.U MYO(H1KR::RR1OEC@$C)(-4$TUNOG^&;E4:!-HV9*0&+1(R&!#*3N(W+=6((` M.NH8$Z83@)4RY`[&7"DRA/K+,K(P97"[%;8]G0%6)4`65D8#U7U0=(2=15TH MX.K$E7UY_,T+`NS:)H+2@70S@[$"*D4ZS@B[>VW3_`.Z]OQJ3N4=>HIBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE0^[J?^$T3_FMK_W^K94WQ^_P$ M2&,Q1$#"'/(EE(DQN/`1#\(#D+,6R82?!ZUD);'<^*KL.L.B\,0'J#CP+%2"8C MQQR')LJ$#GJ;I@(`/G_&]H!_9YX\/35M-J,=LFH?\`*)Q*8Q`'I$(B.`!*(^(#^$O8.;@8>P`U M-#7)WJ]2B,;_``QO@KC!5V<;L';IM!S!>5&`I2K)L\3$`_`Z;)'_`+(9UPRL ML2H=8]P;:>A(\Q\M/E7#,H[I:UFZ7\;?"K/FB;&I$S)OXULMLZOU_3C-E7ZT M5;IVK=MBP3E\Y='?6>4G)>7KC:03)/U:&B9BR1"J3M` M\&VMB;O\O"XD'#9"+=&D!C'90!!94Q#(""@$$Q.KEGC<1JW[!)L?.UK_`!TO M71CNI8K^T`+_`(]*@ZRKRH3,D<4Q'^]N..0]@^W]0Y7VUTKM)L*B9L]LK_.* MY'X`W13)4``"&ZB]=02*)1#S'J'C@?+G._'($?XUQ3`[_P!%4Z':*!6=;EZ> M@!FIP##T>("+N-+P/4(=/(%#G)_RJ,`@7K.5&:)A;[D8ZR)>7\V'IF.4H\*. M'7'/)@`1'K#PR$O":A##R63CSCR` M"/CQFZ6V^'^#6LU^X;`V_P"U7Y6T'))_70$3,'$6B90?#@!!](#Q]P"/[D48=23>]ZV']GB:AWD^"AC*')&.0.`<<$#YFSZ0Y`1`#&*4!$,Y$__9;Y M?KKIG_\`U@/]7ZC4\R@1-)0P^')T"AR/'(G73*`!SYCSG5K5>%L=*H3@PJRJ M@@/\-FU!,#<VK&YZUAM#>O(\\4EN1_=3/Q_M/; M[\TFOZ;#SK8.RDVJ9-5#BL5P/=`PX?JCV^>HB_E+_M'Y52O]9^9JO9)6M,4K M'5QUK$6IC/DCI"7HM@LR],--7>BN$8"YOF5'L*,]%Q+B>1;G=+QBR?Q3%5(X MF#X%^Y2+T^J(YNKE2+V*B^AZ:BW^/E6I6_P/PJB.+Q;JA)`A>Z\:697#;K.C MZY/KB'EII:*JLG62232Q;.4>."HPJ368BI)-V[0#X5)([,H%%10V;;%8>@V( M6YOYWZ#_`"_SIP\G'RS,KEVS,[C'C9^V*[8.563]J M*[515('+)X@=)8G/4FJ0Q3`!@$,C((T/6MNO2JAF*4Q2F*4Q2F*4Q2F*4Q2F M*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F M*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2H M==UI^AQ0Q_Y+;/T\+58?ZLI^3_F1?\OU5:<;^W_Q_,U!EX;^,D(_A`!4YY\/ M`0]OWCG$.AJZ/4558M0IU54N>D7#5P@3GR%4Q.I,H#[.M0H`'VCG*TFX6^-8 M.M7X$7'2L7$MO5,=\@F0SUN5NX$R")C'!$14]'TC>H(?V3&$H>?'AD5_$=:U MO^BL+;E0HT/49)S<9>%C*XQ2:I3#F:3469MEI)XBT8LWC5L59V8[QX=`J723 MD1-S^[R8,FQ%C0>?A4%MJ1<90YUN@UJT2]7AHM16*>-B."H(MT3J+?#$(D4X MB4#.#FX'WYS/-,OE^BI$AA;2U>K6&A[?LZE,;!"Q6LX""E'KY=NA9#/I%P5U M&.WL2+E=@44#D-UHG$H"8!Z!`?:&91YG`U`K#1PJUMIJ^%>T7>[L2MI*R:-L MD.D<"M(E.)FH@T>B4OX3IN%7[DA@`>`Z0*'GSSX9(3./VEO\JU"PG]DC\:\- MCT1>ZF[;+3=9HJR\RRD&:KR)LSA4AV#%JW!T59`Z!#D+\,)0+QR(B'LXR-II MD\JW6&%]`#58?4YMJ^I-+ML>=I&NJ+#2+)J\G9J2$(N#^;*F1:*J*`=4YU'D MH9%N4O`_Q%BC^Z`YN&D-BY&VHG<1CX5.O07<%I_<)1B=2;9JVR1ID;&EL+>M M3!'ZD:V4)\.R=.FWIHK%2=F:K$(8""F!P`!$.,F1M=PZ5&Y4Q;B+7%2,E5XI M=5H_;O$2*-3`!T^K^)QR/5P!0$>DP>7/`YN[;C?PKBU\!UK&&R*%2K]`S%=M MT(TEZ_8_A#NF+LH\.DV#Y&1:-G)D3)KE!O()%62#JZ2B''OY1RO$X>,VI)N5O?2U[#Y5T*SV_AZDD M:'H`.MOPU^=1VVK=8B&)/3"D4QC2-;RMK>.?688XJUI>_*XUVB$0:/4?*JQ[ ME=XNR`''HG]9FJ4Y">`#S2(RF\1#G9N.W]FQ-P?B+`GX$5U1LI'KNMVVB_C\ M1;P_6*I5!I&Q=JRSZ$JB.NX8:^V2DA4M+1RS;MBR*PHE7C4$Q34=GU?=M;CY.4F-E:)P#-&CR%U5AMK82QL0C"RFJI5])VUZ M=D=:3K#D M0TJ6_;C(4RJO4TXB<;3JUB3DFK1PBJ*S5\$2=09+T%6#86R)&ZK%0OJJB5,Z MO04!$QDP-VPCLL3UN*Y9OXB@#2QJ62TP21=MDVB:Q$D5BN5$CD$BB@IC^!(H M`)B#^,P#SSX< MO*^G'QM0O,_?E%))Q(6E,&:KKXEG8G#A^FH@<@F=.U3J`?D`R3N;@0^I-M?$ M`>7X5KML1MT`OIYWKII^QY`RE?I^RXM&M;.#5\;L.[H0J,O(:Y@U#.RQ$U'1 MM]?L648\,QER*^FDJ9)T9H0%S)E(/.99!JT9O'NL//\`10-X-HUKGR_367`$ M!`!`0$!#D!#Q`0'R$!]V15M7W%*HSRQ5^.=%92$[#,7I^GH:/)-DU=&ZP`2= M+==1\?`1\/']&<:U<-7K;J`(?A M]GM'GD!#I\0X'V9'L6_2LZ6TJ1^MG;%&&6*KZ8+?$D,<3"`GY.T;")QYY$.L M?$?9R.0L%$M@-*XY5F,EU^FK]5_+[M-5-Y'Q;Q-50AU2.6#-RFJ=(?X9E2KH MG*H=(0_"(@/3[,EVQVUM6C&13XWKBLA6W7/K1T4KR'2!E&#(X@`^8")T1'CG M,=N+H0M:B24#T[A7F"/K*12II,F*1"=7X$6S=),!,/)A*1),I>3#XB/'C[OIH>LJ](JL62 M@E`P%]1!!02@<``Y2BP<&_>-.`:/'T1&/7C/I-UA\([=-U7#7@_XO MX9B_B\?/-M+6TM61>^@-_P`:Y+15-7*`.("O..%A<`1>&BE@!P)A.+H"J-C@ M#H5#"/J?O\B(\\CFNV,GH+UO>2UM;5BUEJ"I5IW'JZZD`H+)QLVP;+OS!C$Q M$Q_,)S:6DP,W!R+N92D!D9(4#,DR)@4OADYD0@]U59M@53TVV MM8Z=3;37SJ$*ZZH2HW$GXWZC6O1"V=XU6J<)L/7Y6=HN$_=6#5Q0FOYFI$!# MU\TM*5Z0MU@>K-',&XL%8:-P`H(+D-+*F;EZ2=)L/#`=S1,"B@'70DFP-AXV M/^6M;++*+"2X8D].FG2Y^(_SJ]H"0U[;X5G8JRX@++7I),ZD?-1)F,C%O4R+ M*MU#-7:/6@J";EN=,W`_A.02CX@(9$\0C8QR+9QX'K6RR,XNANOG53&/JPB! M1CV/)0Z0_NC?D`+Y``E3\@]F:=J/R%9WN/$UQ10J4.0HMV42P3Z3))E2;LF* M8%.@H0 MXE`"&$W/IB/]D,R&0G0:UDB3JW2CGR+[^"\??X_U9(M0GZM*HC\>&SP1\.&R MW^]&P;;=.E;:[M>M31KQ>F`@R_ZF'C"_J9(!GHT^@?(53-]1^=5C-JUIBE,4 MIBE,4JWK;4ZW?*O8*7<89E8JI:HA_`6*!DDO6CYB&E&RC.1C7J/)?5:O&JIB M'+R')3"&;*S(P939@=*P0&&TZ@UCV:C]D4QS9[%3S*[(0FY36<37-92;^%J$ M)0H!F_:0=VF(JQ$BGDA)JFB'JTJ=N[]4RBK,C=`4P/FX,;65O3:]SUN?#_I6 MI#"Y&O33RK'^YN['6VI=1[0VF"KV>#6MK>ZY7@QCI2$<2VR&X,2DK49`\:HO M>;/D\9DICXT"EF]-HE\5CZ$LQ M%SJ;V%SX5L$^GGWGN.YV.GZQ<6L;!;0I;%.4F48=`C2#NT%(/%"+VME%@;B* MFF4XY`L@*0^DI\:GU`<3)BCX[W?[77@94R,0LV!*2!?4HW7:3X@C4'KH;U]( M_MS[[D]V028?(A5Y>!0Q*Z"1";;P/`@V##H-RVZULVSQ5?3JB!W?][6G>RRN MT24V8SO=JLVU;<%%U9K'5E4<7;9&P;0#07KAC7*XW<-/71CFPD.Z6.J1-`JA M!'GJ`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`CM9N8=@PE9:_TF+C)1BRE(R2D;5!,F$C&22J2 M$=(L'CE^DW=L9!=#E9L_'02!LW&V=Q=;KW!N34BQN-=";=#8UKV9_6O[-E>X*:[>I6-WG69&` M[CK#VGR6U;#JQ=IHQ#>E=L;FKJTQ;9;29?,&CN1DD"&;>NBB86RZ2RI4DS"8 MOHC[%Y_[!>040,C8HR!&)HS,82N[>(MV\BWDO7T]=*\\/?/`??MQ[F=77*., M9##((1,#MV=W;L!OTNW2S=-:V>+;0UHW934DXV)14(ZMIQZMB?K6V`290"4N MZ3$,Q(`1KGIH=;=;>=J]7WH0 M"2ZV'74:7Z7\KU47]YI466N'D[A5HXEQ7;-JB=_8(EH6U.7I$5&;>N&<.TPG M%W:;E,R1&OJF4*H42@(&#G412-?:K';UT.GS\OQK8RQK;Q8$E7M52F8Y2R,XM4R)$Y)U!DUF'7CC+: MDU=0MG/=H)6VNO*/.HWR9?03>O1CELX,0DO%R$>HFL4RQN5"B0"@8!#+G(X# M,Q^%@YIR.U/,\82S;P4`))%K6-]+&J;'Y_#R.9GX5`>[!"DA>Z["')``-[W% MM;BI7R&Q-?Q(+#*WJG1@-GCR.<#(6>$9`A(1QD2R#%87+Y,$GC$SE,%DC<'2 M%0O4`=0:FJW$V:OR=BK?PWYA@(Z9C MGLU`_&D%1G\ZBVSE5]%_%IAU)>NFGZA?$O(9@QNJAV4A#T-M#\CXUD2(S%%8 M%QU%]1\QX5K-E/J[=O;/N6MG:S#:D[K;Q>Z)M6$T]=1K= MJM/7%A.BE%0C=*4(X7^U&8,QTM8`F]AU->8/O#BOZF_$Q1YDN5%*(W,>/*Z(QM;5QYL.3[1\ANXT;!$1]FIB>0$GJ`I.AL==*V35G-D0QY$+J8IE#(;VW` M@$$`Z]"/C5UQUNJDQ*/(.(L]>E)J.1,XD(>.FHU]*,6Y72K$R[R/;.57;9$K MU`Z(F.0I05(8G/4`AD1C=5W,I"GQMI4PDC9MJL"P\+ZU`_MF^I_VO]V7<#LK MMOU.OL(UXUNRNTJ2:LU(=P%&O\)KJ\L];W.:UM9EG:R=FCH*X2"+54PI('_B M`8"CP8"^CY7VER_#<;%RN:(OMY2HLKAG0NI=!(H^DL@)&I\C8Z5YSBO=O$$V?A/B"!+[]\\2,@!MN=68%%/@S6!\#6G+^[^+X3-7`S4RS.]MFR"5U< MD7VHRJ0[#Q5;D>(J0.BN[EKM:$V%;]AZPLW;92*K8X2*J5CW;8J77QOL-88L MLK%SA8Y&;77I[L2*$16C)0R3Y%P(IB43%-Q69_%KAO'%CSQ9,[*=XB#G8P-B MI8H%?X-&70C4,1:K3`Y-LQ))@%I^*2FYV.*110S^&BCNROI1D":)S"J@F1:;%L%2`YC%*!;R'QL->10CW3A5D M5^DD8R(J`4%2E$2\@`YAHY$`+J0#TN"+UE9(W)",I(ZV(-JN7-*WIBE,4IBE M,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE0T[M0$5*%P'/"%KY_P!U MK`_U93& M0RQAKMK>UP?XOES@P^9;]-; M=SXK7T-029A`GS6=`!YY'YJ\#GCQ#G^-]F:]I?,_I-8[@OU6N\NI9MJ/4VG+ M"B8X=(F)+O#7E+NR_M`^9 M90W4D5C>%\JYAJ^QAX?F2R?IF'O/Z^KRS':MXM:MA(.GI_RKL+K&P!R!K%8A M_P#NL\,(_>/7CM_$_IK!<=?3_E7H)J^=#CFP3X@(<^,J[Y\O+]_`B\BWZ:QO M%OV:[AU3,#^]/3PA[/\`.SW]/DH'.9[7F6K.\=?37874%O?CMD]-U9[H_P!/^5?#:>?'\32LT/@`?]*/@'P'G_RW.9[+=+M3NCIZ M:X?R77,/XI*:$!_^RLB''_QV8[)_U5CN+_I_RKK_`)$E.`\R$R(B'`F&7E/$ M`'D"B`.``?''9_W4[B_Z?\JM+_JJ5E%S$O8M67@U:_&S4;",8B5E&$`T3G#- M572J]?:KI1CU5-PS(HD)RR= M2LEKRZ0FQW<,P1.Y?RD-%Q%C@)=-FW3`3KJQS.S&?&(4!.9-H8"@8W!1]E[$ MY#'X_GA]R0J31-&"=`&)5A?YE=OS-?-?[K\1FN6BUV&N3,4>1L M=:CF2KF9DY"+=%CF1US')'J*=:?24`X]M[C]LGH>22BD'BGI&FT:Y%PHE M>JE,']X42`1Z^H"\_P#<7/B3CH>+=@V:SJ[6\`JL+D>&XG0>5_"NO^S7$SR\ MSD\[&C1\8D31)@]O4Y:- M&;]OM=HVTI:PFWIVJO':W<+VNV7Y"FWJ%^I%38B1:YQDW+F^%D6:A@;D%%NJ M$#LY(409*W]4;NY4(1H0;@FY%P-U>$]\XT4\& M*T^-ERQ),3WL4L9\9K>F1$0,7OT(L0+`V)VU^I8$J-1<`6'S',A]U\FD M.3R6/E//_3\U`W99692C"(R*BV61N@4@,;`V-[FE7SM(V#J$TY&1W;[NAQVK MIW;Z*6W>Z'65>CK0X#:%0;:2N3?N3BX^&?OVSFXVZ;V/:6A)6.:+&=&F'8'4 M*3HZB3XW/8^<5/(63^&QE7L$D7V($4E6(L4&E_&#)X'(P`R## MR?Z-W.+DR(PK_P`11$W?`!MO,CI1S`BC\/3?A^!43%,IDG+ MYN#@N4YR6'NVXII`2/7LE2!$KFP3S=FP+)OGGQ)BB*P$3\'_<[DX<]L:*- ML>4)+.4DCR$G9HW*,H8(/X2BY5(V)*A;#2O>?VPXR;!7)ED7(B+Q0!XY,=X% M61`ZL5+G^*QMN>10`Q8$ZZ"-7TK?IC;?L79%H3>V\;9NZ*;[;.K>F-<=KV11O&W=%Y:)HR3YFHHJD1!=WU$,"0F`UK[P]V8*<]D\ M?QBXH7,$$4;*+89GDAPV7 ML_Q?6%):PD]1L5Z6)!!M<'3G7.U'N$V)H7OOA(WM:VY7UYCM3T=LJF:^)JJ^ M5J._FS0>Z[5$=>)2""P/I1[?KQ6-43UE:N)=TJ,G+M%7JQ$!*)3#[B;G.*@Y M+CI'S\9PN9,C/WXV/:?'D*AMI`2-I!&=OT*P2YN!;P\/!\K/QO(QIQ^2F[#A M=4[$BCNID1ABNX$O(L1D&[ZV4O86)J??=EI;<^SICOCMG;MHK==>[8EMR_1/ MNT?K:3UA;%3G[7-=]F^TJU<:8;4CE^S=WIIKRR25>:SU8;.CJ_$M2I+*`8GJ M!YSA>2X[$CX^'D\S&DY98.44R]]#;(DR8V60S7.PR*'*2M:X)(O-(K1B&PWB)B@>);[2`#:PK#SSL2V!9]:-:_, M4/N`VS2Z?],KNZNNCU[YJJ[:\FZ7M"*[E;#-ZG@HREFFI]6%L16AG#R(CE7* MS@8R1`A4^"AT]T?N?'BRN\LV)CY$G*XRS!)XI`T9@42L9!8,H-E=QZ=RWOK7 M#)[8R9<40M#EY&-'Q62T)?'EC*R"=C$HC-RK$79$/JVM:VE;C_I&:A?::^H[ MW2S6R=%;)KUUWSV=]C-SUWMV8I\R>MO%6^@=?/.Z^(G;DY7%K'76Y[V79/'; M!P073E[#NE.$B(@"OAO>F''SLM7B$H+6,S_;,([W9$A!5&&B MJX"Z$V]S[+P7P/<^9)EXDJ39&#B,DIB(6XA3[E3):RN\Q#.IU9D);515K=HW MTQ+QW+[>[W+%OG:NX*#H"K_6@[E-ZPG;,-1BH6H;CEJQ::M8:9M-W9Y5@2S/ MJQ8FKXC(`9J"R<(QH&3-UF.8)N9]VXO%X6!'QD./+RC<%!"<@2%FB#*RO%L4 M[`ZVOZO4"VHMH8>&]I97*YN?)RLRO<,.1S.5A86=BQ9"\8@Q)3)&L M<3Q?;TV/PV+FYN#E2X[]8PH_:UOFI1?;@;OA[0N\3>NI;#V@72D]K.L-;SD^AL356[);O:=W MBAA*6]N[?!J:;;Z-VY,;A,^)<3_V+`Y'(P#A.L"1*QDAE.473<=! M$PC_`>VL%\++='$6 M()%,Z*T6-@)V0$7: M[W:PU(NU@*E)IGMRV)W0?4%TW.[;[?=Z_P#5WVW]47ZDVYIJO;*IUSJS=CK& M^T/1%_U&K>FG4#>#9N)9@F0C=1<4!=MEVY3'$IPRHSN9Q.(]MSQ8&;B'E(>( MP8E,;DLWU&_J#[R>[Q[F-%T>M]Z-9M<5JRL+I5_4/ M<'"-J="N'+RS-I.+46LT2X%E\O65:+%)Z'X.0-SGFN=YKCT]L\9@)!AY.2<% ME,A+&6!BQT&R10I_:`D5M=;6O?TW!<+R#^YN3SWGS<;&&>SKN'OO;XVI]Y[?]HS4P?Z3'>_$,XNWU&RH.!VC%]W<] MLK64*4\D@@J6WE>P;"4B&AS`HN=)$Q"'(/C]*Y/G^)@Y,SX^9CA/ZSBFZ2(? MX9QA'(VA/HU*NW0:@D&OFO&O0,B]3 MH0"*[=M]M>V]F3?:;)P^I.Z#2.II7LFTQKC1DS6>W.V[$NNG]_ZIVP/\X(V& MK;&X5I[J"=NNT8F5EOS&NMT/J],E,!`2>]+?7!YK#PXLM'R,/(R_ZC,\H;*C M1)89(SVF+'<)E6,H@B75'`!MVR*VSN%SW-SK2/[^]XSFLIF%WWL/O5[H(")G;TG.L'M MCU;"6TD_K:.C"RA@*VI#N9F72Z2S5,$UC*'.4QN`SYA[XY89IXWCHIU?C(L" M`D(58+(5VR$[?VP``5)N+6L*^G^R.).$.2Y&6!TY.7/G`+AE+1AMT8&[]@DD MA@+&Y-S6@7Z:KSO;[>.^:CS\KHO8U'E>Y#?#&$[P+I;>VV=:P&ARSVZMMVZW MZ3TE*L74K!LM4;?,M`2#^39)(MXJ1:)$ZS)M_45^B^ZC[U![CXWW!'(V)D1MEY`&2[8SA8@9 M9&:*)K%1%)Z&9Q8*0-;"Y_2C]2*DW6T]V7TCIFKU:Q3\/2N\"PSERDX6*>R# M"KPRNM9%DG*V!TU241BX]1PKZ8++"0@F'IYY'@?EGM?)QH.&YJ.>2-)),)0@ M9@"YW@V4$W8_`7-?4O=.-DS\SPLD$+VZ M[@L5U[\K#8-1]QDU$H_4EW!;]>E9:QF=H:>LD<]H$H$`WONN"N8^=LE7M[IL M,?"3,0IZ,"]7,Y5Y*!2#]2X/E\"&#CDCR<)&'%1HY,RQRH=XN$D^E&4>IT>Q M<``#J:^6\YP^?-/R+RXV:ZGE9'C`A:2)QL-B\=MSJWTHZ7"$DD]*JE7T!MV) M[S.QZ\J]EG<,E9'[;L8*ZUE>BWJRT_7T'6*X;Y_>]-;[96$;%JF$U>>&34L- M7LBCH+!)+J&<%.@F*9]9>6PGX+D,7^I8?:OEV="BO(6;198"+2M(20DL0L$` M(.XDUO%Q68G.\?E?TW,[UL2Z.KLD85=6BR`;Q+&`"\CSI>3ER\*3"RN1PI559$9E1(EC)=.J[77 M<>NT:M;I7%A<=[ADP8N,BQ,V/-Q>.S8F9HW56=Y6D`1^C;D;:.FXZ+>MY'^C MO:;LVKJ3W*3#]+:M;KMT5T`">L]@:,G-&UVC;$JU'LT5LI2C1\Y8YT]N"P*+ M1AY671(T2>O6X+>F!E1*3Y[_`',Y&'/GQ0I@>:/O#N1SID,\9<&/>R`;;#<4 M0DE0UCJ#7T+^VG'38$&46$Z0R=D]N2!\=4D"$2;%'H,E$ M*KE^:)B+0`#K!3DO(7^+R^#C M?R^(SLGC,S$DQ\@QS>['<@(X+0,5!D%A?MD7]8]/QJ-6\=)[8H?U7:X_UQVP M[)TS1=3=TVNM9PUFJ5+ODY77O;E&:VCZ-6)5SMA:6DXR+H,[6&"*)*VT02CX MQN10[DZ:O)1ML#D\+(]G/'F9V//DSXCR%&DB5A.TAU`C*BW;'I07#&LI?Z//2[5/=RW;[M M75>K=H4?7\'V*;"J/=7LRV0LS&T7=6V)7N`LLK0G58EY!\Z97&9CZH,0B#]$ MI3-FD.LS$"`C_$Y/[F9<2\5E8.;/#)E'D4;'C5U9XHQ"H?,..=SP#CP\O;QF+U%X6JSG=>,LH)6;7D4.>`$>,U9=PM6 MQT^54X:[(`/0,4[Y]_PJ_'OYY`G.:&`_A\JUN//6GR%_Q_T:^*`>]LKXC[@` M2>7AF#`?/_*MMP!N.MZ^D@'H^!HUWR/'`BT5#_O,SVC?3\JVED#VMI7=^77H MCP$8[-X<\`T6\O?_`)/C-V0E=HTJ/<*^A7WQ!X"-=>/_`"14>./?_#'(^TWG M_E30US+`OQ,;_-SG@`\>6BW@//'L3R5$*BU9!%K"O26!D3`/^;G0C[.&BPA^ MGE(./'-MIK6XZUZ"0#X``/ECD!#][^Z+>?M\TP]N9M85F]_&NT(!\'C\J=F' MGC@&*YN/M'A,/L^!<\_H#T\Q?6UC>LC47%J\:C,[=04U$# M)*IFX,0Q#)J)F#QX$A@*K&MVM:U5N=9,K8@JK;@#J+_+\* MT9`P/6Y%K^-OG7AE#;*J25OFXAFVV5&-X^F-:#KMJJUKUC"1;*R;2WO)>Z21 M'+>1"2:.FKA`JB?\(6*I0_$OR`&)]JMZ#<[FZCX6'A_W^%;#>-SCU6`L.A^. MO^.E7"%]JSV;MT%\P4CWM'E(*(GUYMHX@HD)"RQ3&9A4(F:E2-8R<^+:RB*? M+553I=F%N/\`%`2YH(G"JUKA@2+:G0V-P-1T\?#6A=>X1XBU>Z6'AJZ#IYZV MSCI$?9_"$!X^_-+6%JW)N;U-N##B%AP]T7'A_P#-$<]&OTCY53-]1^=53-JQ M3%*8I3%*8I3%*8I7P0`0$!`!`0$!`0Y`0'P$!`?`0$,4J%MF[$.VNWV8]KLV MC]<2\V\?*OI9\P)*5=C)JJ/%%2"\KK3YHS<*D9^FFJ85RE<'*8W0F4P$+Z+' M]U^X<:`8T.5((@+"YN0/@3K7CLO^W_L_.RCF9&#"9V-S8$!C\5!`/Z*E=5JE M!4Z'CJ_7(J+@X.&0.SAX6#CTHJ(CF8*J"@1!BB8Y/B0;"0BBHB(J&*8Y0)ZA MRC13SS9,K3Y#,\S&Y)-R3\Z]5BXN-A0+BXD:1XZ"RJH``'P`JYK>L5MK M%1;MG=HGHJ`;/''PC1:5>H,R.70)*.!;H"L1P+D*"Q`\]*Y08KF;.%6CDB3IJHJ@<[9V@HDH`&Y(J0Q3<&*(!')')$YCE4K M(IL018@^1!U%30S19$2S0,KPL+AE(((/B"-"/E6*-_\`;YJCN>UI*:CW16C6 MJC2S^(E7$;Q&4,WC MWV9*@B]E;0BQ!#`@W'F*Y.2XS"Y?%.%R"=S&8@D79=0;@@J000?(UW:%[?\` M3W;#K"OZ;T31(37.N*R+Q2+K<$B=R^6V=R,K2Y3VNQ\@+``"P``Z``"L\;QN#Q&(N#QT:Q8J7LH\ MR;DDFY))ZDDFLQYPUW5U%70.LJW(LD=P@1)19`JA#+(D7]0$#JI`(G3(L*)^ M@1``-TCQY#BWCX5BXO;QKMQ6:8I3%*8I3%*8I74JN@B*)5EDDC.%00;E54(F M*ZXD45!%$#B`JJBDD8W27D>DHCY`.+5@D#K7;BLTQ2J?&R\5,HKN(>3CY5NU MD)*(=+QKUL^1;2L,^<1I&I`\R`"?PJK9K6U,4IBE,4KQ-Y*.>.9!DT?LG3R)61;2K1NZ07.M8B(`&91'D8)&"SDZ`:D M_(5K))'#&99658E%R20`!YDG04:/V+_XGX)VW=_!.UF#OX=4BOPSYOT_$-%^ M@1])PCUAU$'@Q>0YPR.EMX(N+B_B#T(^%$DCDOVV#;6(-C>Q'4'R(\17KS6M MZ8I5.E9>+@F"\I,R#.+CFWI@L\?+IMFY#+*D003]14Q2F6<.%2IID#DZBABE M*`F$`'>.*29Q'$K-(>@`).FIT'PU^513SPXT1FR'6.%>K,0`+FPU.FI(`\SI M7QXUCI^(=,5_2?1,W&KM5O24`Z#R.DFID5/362,)3I.&RP\&*/`@/(#F%9HW M#+HZF_XBMV59$*G5&%OF#6,=(Z5U9VQ:@JFFM30;6E:LUS'22%>AC/%56D-' M/)62L4D95\^5.IZ0R$FX6.=0_!>L>1X#.OD,_,Y7-?/SG,F9*06:P%R`%&@` M'0`:"N3C\##XG"3`P5$>'$#M6Y-@26.I)/4DZFLGM9>)>OI.,92<<[DH51JE M,Q[5ZVE=892Q M4$%AU'B+^?E51S%;4Q2F*4Q2NHZZ"2B"2JR2:KDYTVR1U"$4<'33.LMDI.18Q" MD>E+/6+`ZI73MI%JRS4KA1,AB(&,4';=9Y'?#_'M4U2'<,_BTQ6:_$I%$3H_ M$)%$Q.H`ZBAR&;%'50[`A&O8^!MUMYVK19(V=HU8&1;7`.HOJ+CPN.E^M>O- M:WIBE,4IBE,4IBE,4IBE,4IBE0][K"@92BE'VMK7^U6L%']0&RGY2^Z*W7U? MD*M.-Z/^'ZZ@-)_A<^'L+SR/V\AE?$I6]ZN""*^M?,?N'_O`'X8_GY#_'5\1S!ZUQ2_6:OWD/:(<^WQ]OMS2H:Q5N#3E!WC4RTO8K&4D: M^659S`-X>P2];=_'L472#X=UMPHEKET-A1K.5)/:TJ< MU)@E>X6K-7P$?@@X^(.Z1402**@=.<;1Q!^VR7'GN-Z[PSO'N#:VZ;1;]-7! MW#=NE%TILG7]/I?;)L"^0VTY8E2I,_6>[BX4JQR5S0KMBMLI"RL3)K/DF<&Q M@:RNJ1T)Q]9?H)P&;211PV4)Z6_U&^M:)([(6+6(OIM!&GQ_&K@[B-!:7T0A MIB,B]<;POEQW)8W=7C*ZZ[MK/2HZ`E(VJO;5($D;--.5(TR*2$>JB4W!044* M''[P!FLBPXY`"L2W^H^%;8[R2@DE5M;]F]^M>.BZB[6KUVS;5[BD:AW"13S3 M;'<:-RU^X[E;=)G"T:5:3*]A@X>X1<@:$F8V16B.EM((%%'I6\>KH,(A'BM$ MTVU]J@D^HU$S3]T1,ZC<=/2/'I7G[5M'Z3[ES/7;V@7ZH02=9A+&S=P'?#*[ M-EBFG^A9A&6&NUQXD_J[L[/U#C\2/(*HG2XZBCQO#%'*+(IM:]]Q_*LL^1'< M74H/](KVS6I.S^N]U$-VSJP'<`J608Q$=+;,#?>PBU:O;0M4-/VVE:K?@:1$ M36.U4JL/))``/^[Z)..5`YC*8PD[3;V?YD5L3E+'W5V*OE8&_P`:Z>XG6G9E MVT;?T/K/9$7O)K6=UC;$W>R3=P.P"0NOE(!Q6XJ,7L349`RHQ,W8+6S9G==9 M$V8J`<_(>`[2Q8L3;7#W/^HUK&V9(NY62W^T5XNVC5?:SW5:[W;L35NO=_`U MUE;[+5J1%3O<'L*.>;.;QU4BK559H@*/A-6VUU:33?T2+`H*":I3B)@\\1Q8 MTH)17L/]1K$DF5%8.R:_Z15B51?L/M%M[<:X:#WG"Q??Q\JRDUT]VN-^T`G=E8->[[B&,S!A-4?72/<#L"2L-O" MSV8:WJ"/;+IR28)O]FJR,4L1,"',R3D0Z@.*1N9>SC=KN[7V_P"XU'ORVE[0 M9-U_W17-#1/;G.]I0=TE*U'OBU2<3!+S5TU"EW!;(9W.O.JK)K1.TZND0TBJ M=6TT1Y'/^EF=`JSP68$*4#*DPL4$D>]=Y3RN0:/)-')VSM#>8%P:Y:UTQVO[ MR2V_/Z6USN^^ZYUM$0"56NZ&_P#8[)#:5VEX)K9)>M5=@M*$.+2H,)!L@^<" M<0,_.HW(('2-QE<>&4,T(:XZ$L:U:>:-@)2MCU&T=*VSZ@HL32=84>L141-U MYE'5YBH6!L4V[LLY"N9(HRS^)E)U^LX=R;R.?OE43*F.;GH``'I`,[$!5`IZ MUS.0[%K:5DPK0H>'O\.H?'S'V^0>&;5B]]*\SQ$J*:?'`_WE/D0#P'^[NC?L M$,S0=;59MLKT!;F+>(M$0QL$8UDXF:;1\HE\2U0E8"5;3D+($1$P%*ZBYIDB MZ1'R*LD4P@/&;1.R'1T/^6E:.JL;,+C2L2SE2O$/\X>TV[&=J678+ M"TV-IL89&PL8>D$AXN)L5,UXDP.U-`*ND(GXE@985&Z#QRL8X&*8`R4R1,`) M5L`A`VZ7.MBWGUU^`%:;7!])ZL";ZZ>(%30K>WF+!G7X[8,!+:ZD+'LJ2U-K MUI+E^;'OKF)B)*7B;#&J0*3Y&*BK+!0+QXW!\9`4DT!*H)3F*4?0K'=`4(8! M`3\/A^%5+/ZCNTNQ`^-9L0<-W28JMET7"0*+(BH@J19,%6ZIT%TA.F8Q0407 M3,0Y?,IRB`\"`YI6:[L4IBE,4IBE,4IBE,4IBE,4IBE1/[EJU/6FS:!C:[$4 MZ:?A?[6M\'?HU64JOHIZKNPJ'D446,D)%"^:!A1,'K@4/#GJ"[XF7'BQLS[D MML,*"RN$8GNQFP)!O;J0`=`>G6O+^X,?,GSN.^R"=Q'MDM$%5JF^]N3T527ZU4ITG=8S9.@9BK5'Y> MQ1:L4:8@63=1QDSM/4<1BKL@@F9VJ.=,F7A9>++/)&JNKXT2[CND$8CF#MX; MF]*7;;9?2!;2N.'CN3P,^#$BE=HWBSH5,J-4G&S.5=(5<[J4C).R;5*\*JLQ154>M$XQJJ4Z M:AA3?9\9C.^$[12944-]ZL&5W9P;+=@C;(]MEN/5W+W(`&3R7.YL4?)HD\.! MD9.WMNK*\<21L+N%0R)W)@VY['T"*P`9B;IK<;<=C3&FZW+[,NY*K+ZS[A9H MD_1+/;ZI)R[&%V'HV+H?SF2?*H3CR9CX";D$/C':97J@&55#TE%3YS3-QT./ M/-!%&9A+C@*YOH8YC+M"M])94W==A(4$&U=F,O,Y.7BXN7/*,=L?,+/&"MRL MN.L&YF3ZE5Y-F@[@!8JPO7G[7Y"6EME-+3=;/1[XS,CC,)V#AE7>4D[H"D!596MN3ZE+ M&X`-5.+L_K;8N+6W;!V9%;3;2FSV\#K%B[FF^N!H$,K3::K3AY'%5D6<0C'MR.6\8H8S45'K]P91N M**9@[9DQ&FR/LHL8NF44"E@%$0)VE26&[<;AWW$JH4BP-ZK<:7D(\?$_J<^: ML4F`LC.J$N<@JN]7"QDH4%C''L4,Q8-N(VFL-;E?6NTM-+WVT61W=)R$UDTE M=10$>W"U[&>H1C9_-VA]-6PU8C)8C[ MX;Y,PJ5J9H$KDA)*+.'7,:HK&G(F=%#A)NF`8P8F^%2L(XTB#?(&'<&[;W=-VZX;>"NVR@`CS/,N5R&S)8/ MDGFU.5VXBA$)V[^P+]O;M*B-@V\%V9@22"JXU-;[`K5M@)ZKV;MRW0OY%:.+ MA8[:YFDIZD;.5O=)814)4EWBR3ED@]@'\X=VW:?$,TOA40*\<`80)T8T&&TJ M_?QXZM]P0%5QM9-CEMQ#GTJPC",3=MS>IK:LO= MB"[08QZV0S&5`"J;5.U+ZU"ZP$I6[]'1$[LS;R])HF^*+(ISLA;9E])MFFQ= M96M)RV=OVK19P^BVMI9L63!`B7IM?F*Q!#^,N.0BS#RL<4K99P8.1@96`4-ZE4ED[FT$FX3>02H. MEJL]FWU>P;@<0MRN)QE=2=P[US474Q<9!WK6T4R.@G-61;.95LA%1EF(^EWQ M1+"+*MB%133`P&1*`[IA<<"B3&(A MH;!=EO:+<6].A%Q0$/:+YL:.I\C;]@U>MNI/O3D9!2EV23I[IRM`[RU#&5$# MN8D[8!%O"SL@5NL)#+%(JJ8BA3G,<=,EL*+#,ZK#)D`80`)W:&&0R"P;]Y45 M_P!W0>DD5+A+R>1R*XCODPX1;DB2J[-1DP"$[BG[KR-'^^+MZU!K#SK;VQI$ MVAK`ZMEF@;F.ONVZ?F*L20M98W83F^.*,AX'JN;<$?+58)9:DO'PM/G[99KK%=TN] MF3Z,N$D\F?0;+Z:[F+)143/'S$4V[:S/6\.]<"U,?U#F2,<"]0IYB5\2?32DC0-J(EJOY9 M8U@[Q=,]=?NQ>SIEF,:+AJFJU%/UN&R29,18^`Q3']9O*#&H9;*IMT+R MSU4PF*OLO;M(6LEPLUA25UVEO`$"H8,]FWU>P;@<0MRN)QE=2=P[US M474Q<9!WK6T4R.@G-61;.95LA%1EF(^EWQ1+"+*MB%133`P&1*`WB87'`HDQ MB(7)QA?R+%- MH<7(0+<2:Z-M!.19H;U0WEIA"["VC)TV=IFCKE=+#+3[Z6GJ-#V"Z6.O[)?T MZ2X0>0#%"MQ*"JWPYQ/CIT$CK`)Q+D*JEMJM:-3$&]0T MW%MK$@.?26MTZ@!,:^M4!ZY4 M[9EH@\QOA_6YZSW&O+W&F+PUBM+B3?SDVBEJ"BDU6?`+MSN3E3O-$V1& M59U92X&/$#M+*NX`@J&UZ6N;7J'S.\6RVTC=T:I9K-:HJW:*O5ED8&?>6^4> M4JTP\Y5X]O3DV]E;IM6Y'DQ:J4\F(*37N*;V@)4Z&>S<# MZDPUA9>&E/M1S=BGW,Y/LTG!$XMSM&K25<9/6R0F M+ZYG/)C\")MUBX-'DGD6-H<>7U('-Y!*%4!#<%A"XD8,.J[=Q-Q>)YO=,L4. M+$\R9.9`-LAC%H6@9V+2C:51LF,PJ48V#;PH!!M8FP-@VZ7K$!MB3O\`L"D0 M-XM]VL4#JUE+VNNVN0CX8M/I=1K,7,5MK)1\(VEAK#B373D"IL2+SAC&'U#& M4+@8O'Q3_8`0LR"-6F#*Z$MO9[J7%U]2J70W416U+7K9L_EY\4\N3D(DIG9, M8J\[BZJ-]@-+MG;JWPR#W;%$3DXZ*DS M,%R-Y!)PNK\Z2(@Y0X&I]8%Q93:Y.@/C6'JA:+"6TQ#:*N M6P)#9*I;LAN;7L@O*#2M?UQC`712,>UB*7%M"P'P=E8031@LP%1==HLF=1%# MXM7K[9H,$"3TP?:A(S$X<%V8N@.X;KW*%S("H"$"UM-U7C9?*EH?7DG/9YA/ M&8R(HU$O1:ZWJ.F$%,RT5Z;E@!A*H5ZZ(!B@MP6.";%B]U1-&(DPH\ MU0+$%`@EMNW$F]AKN)\CT%2Y6/G9'L&=)FR)>3FXMV-P1(96@OL"*H();T[` MH.I!%R:Q9=K&Z)#V]U`;GN%=H#9]J%=I<'Y[DA;;9"+:VGE'"99ZOPA;<2P2 M3]JW6467;^G_``1]8H$`"&D1<8XT0F1&FV2WL4)0]U;'MLP5KBZA;C1BXOMJ M.5\T9L[8TDBXHD@(W+(!*O8<,O=5"Z$-M8O9M4$9MOJMN=@3:>P-#R[RS[+* MC-0VL6Q+;E^F$IY-BZ? M-ZKN2=U1$3T@^21C):'7,$*=J0BRR2"94RCZ1TP*65/91VY6]%= M)#/32%?I^L753UO,RECB8UCZB[=]&SIC@+YKT+-F3QYTE5$`(/7!'QK#'A<1 M!SB,U[@EIMT@4.6;:+*`0IV@D+NT-5^3-S<9R\F-IVC7D$C"E2`N/LB9FC"K MN:[D@R`.54OMU4U;$.,F_?=M]HL&UK=.5!OO5_&5F?@9>Z@,@TD=>23F,A;I M\Z9'G)I27O;=RS5,[012;QCL[(PD33ZPD+XJ8F5#CK&)6Q4ONV7+"9;E`&(! MV6)122"-WRA6//EY#`R M7$9Y>4?C\EF+QZB3^`57;M`5M#M3T]QEU!-ZKE*L=U)5KCUC+UJ M[R44XE-A3$O(HQ4E.?S#JR4E2[QJQ+Q7*QJ+K*([&S$&W-K7:]*56ISLC=[Q07^QT=A;8KA(^5N;0GRU-* M+-KO5Z;.MF<)14L2KH1[F1%YTQA'J[T!#U'`*9)#B\<,DQ`Q-%%)%$QN#O.O M=D)9@.V6N`Z=%"=.IBR,[F6PQ,1D)//#D3J+,.V/3V(@J1DF54VEHY-"YDO? M0+)_13N3EKSM*P2R!TGT_6-%R;M04/0(J^".3)GY>5DHR/+%BDW5E!;M>H" MX_9)L1'[5[4\>P\ MM0'$6^BFU&V"M3RVZGQ$O)Q17,B@@L(+*K*F+TB?.,M$TMV+$?+3]-=D4>0J MZJH7YZU(#9'=IVE;-O&B[?);'V-3/Y);#D-@-DYW1VS63.SKR%#ME%&&%ZYK M)Q1421M1G7)`ZA]#CR$^- MIR#J>Q&,\QCR2:;6H$;V&9K#>>$GQBP>J\*@3U!$>1S53"L9A#-L((Z>!K9H MYFD$H4&0&^ITTJG=K&[^VCMK%RQ>=Q\';8`]5A:VT95KM#F];3:JU>]%&.E; M'9:W42R5H>%9`L0PNN>M9P=4?QB.;0R)$+!VM8#Z:/'D,/H77KK6(K!!]@-I M>6K8TIW+;@'N%G=L([EBMM,]?[41B:UM2,V]O/L0W?LN@7G8^QIBQ5Z MHZYVIKB?UY(:4V,]K]SB]IA4!D7#]5>J?%,31"M134;%2'_**]7("0HY._8D M-W(/Z:RB/&ME&E71I'N=[+=(S6Z):"VO:GC+;^RPV(E")Z4V)'1]/12I]7IS M.M0R3*I$*I%LV=73.D(@`D`_0``4H9'&8(W(#,%OY:5#*LKG55-O,U"F;U]] M/"6U[W!T!AO?9T&&[-O5W:=?FV&E]C'?:J:5J7F)EC3ZPFK513/%E6NME3*8 MW2)23BGAR7QB:+$.Y0SV8CP\JW$F1N4E5LH(Z^?6I0;EVUV(;FJ>D]6SFV-G MPVG-0R,=(N=>US5>THPUR_*=8-`:\9/+`WJRXB/X"]8M(C;XPI<^9JN=MF_^R3M>'9T+0]N[4D*!L&[_`,PHFGV/ M4VTY=6F6"1A(J+M@M+"YJZLK-(VB0AR2"HNS&43<*J<"/6(Y%&8(AM1WM\JT MD$\C;W5-WSJX^VCNE[,.VG3%4TU"[1OUDCZL^N+Y&9.61^X]MHL;#X"ME>O M+[4]ITZ$OM*=O']7L2#AQ$NW\5*0;M9%J]=1RQEXJ8;,Y)F8KMFH4"JI$$Q0 M`P//`CBU+:52I,H%1;<#U`9X4/+CGAH]\A*B]I)->R,C0*K5K->[3-4BO>@%>O,C?T9MS+&LA7I'3SE&TS9Y MA,R"B8_&E\>2&$N3&4L#O]3$``^5O+\-*TV`6VZ`$_C>NJ`N.P88*'`[-J:# MFP3T)>IBX7'7J+I76--&JNX]6)823F>>%L"+RRQ$L46H%17*=PQ=\B0@)]1E M0W,9]((L#U-_\M*P"PL&&NO3I60:G;*Y>ZQ7[G4)AG/U:UP\?8*[-L#F.REX M65;)/(^1:'.4ASMW;58ARB(`/!@Y#-&5D8HPLP-C6P((N.AJXU`'Z5JL&4_*B[Q`_ZOR%6G&]'_X_F:@# M,_\`"P-]G/WCR/G[P\?^QT'_S8W^_* M9">M`Y'QX#GSS-Q4=4"QV"8KJ,4XAJ]+6)5_/1,2]3B%4DEHF* M?..B3GW(JG()V40T*94Y"#UJ&`I2^(YM^%ZWC%SUM5"_/E^.R*\1I?[0 MN;>218RVJ+;+1BE5D9MM+,/@WS)6Q1+B?2/7!8/5#N6#N=:,&2T><_/)'PD4 M$#)&YRP7IM%85&(N'(JO,K=)NEXL1U\NP9RE@A(DCF0*P1<,F$M5#V)Q+/FA M&ZAF_P`LD.(Q1`1ZC.^1`P%#G,63]T6J.0R(!9B37H96Y^[JC6QJ41TT>+2, M>S4@E/@3/0;.WC1NX>-1(VX=*-DW!^E'@AE54A(!@`0-CT?NBHS+(/$UY@N\ MV+ULU;:QFGJ"TM:(MV[21C2$;IUV);R#%^F55,HK(V617^!:\>`+$$QAZ?'' MI_=%.Y)(5_([QN62=QC5=TL@BBR8%=OK*T=KG**`N54D0@FX) M&Z0]0TFV$>DO7P]/[HK/=DZ@FJA7[4ZEW2360IE%`IP(G9(>1^,2*<0,B**J)^3DY%Z#^R+UCN2>9KQO;?.Q[*5=+T5\X<- M!O"L5&,!;+.IAK4I!LUB@((I>D@ZMK)11RU((ATD3Z1_$.9]'3:*C.\G1CK7 MC:WZPJKQP#K2>13>S4+%*F7^!*9%G*Q-4D7LL4"AP+>`7L#M-P0W`B$,ZZ>3 M"F`OX?[@IZ_WC:KD-:9@)^6BPJ#M:-CW42@VED10Z':+\8@KMYTJ$`"I,OF* MYN`'GI8+<_O)\Y_A_NK6/7^\:MDE\NJT:#T^NCM@+6H2374%X51!"P2=D<0; MV)33(D5V\BHB/1"4.[(!168F()2`=4I2CVR?I6L^NWU-7M/?;,DZ;HGUO,*I MN;#48@19J-5EHR+LD21Y*3DR8PIHH$J?,0$..!_1XYF]9O5.DA`4&O'L>%Y_\`R-[F/V:# MPJVE_P!\>>..38?P#>(?=F#UK>,;FL?W2 M?T5/".\(]B'N9MO]X)GI5Z#Y52'K7LS-8KX8H&`2F`#%,`E,4P`(&`0X$!`? M`0$,4K&,SJFN/)=2VP`*5*]--9V35E9L\1R*57K]A>1 MC+621-7G,U%E4,YCR2HQ#LJ(G``.9LH`"/2.1E6`#$>DWL?`VZUL&!-AUJZ< MUK-,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE,4IBE,4J('=5QZE%$?_`"-I#_XZKB(?>(!^S*CD_P"9%\V_ M55IQO[?_`!_76OV8.`NNGR$`$//S\?9G$M7+=:ZD3![/'QX\./L_KS:M:F;K MK_V1A_=\,'Z_55Y_9QD;5R2?S3^'Y5?&:UI7,IAY#Q\_#QY]^9%*[LVT-*^@ M(@(B`B`CYB`B'//GS]^9ITKN34$?PB(\CS^GS$>KQ\1',$5J;]:[^H>>>1YX M`.>1YX````Y^P`S6M:YE4$``!,;@H`!>!'P#W!X^``&*5V]9A_%U&Y'V\CSX M^?M]N9K-?.H?:(^/@/CY_P"/SS%8K[R(<@`B`#Y^(^/'E^K,UFOGC[Q_7]O/ M].8K%?>1XXY'CQ\/9X@`#X>7B`>.*4ZC<\]1N>>>>1YY`0$!Y\^0$,4KX(B/ M`"//`E.1'S'GV?JS%*8K%>&1_R+;S\'I1_P#FCS,^%;"K M9&AM@._S8D@^>65FP-SUN?#3P\J'<-1KJ-/+SJKQ>V:>_D+5'R M#A[5#578<;J\7=T:?E:/LUNF8B!EXAG2GLLHW1M:,J6Q(-FQV@G%=Z15`@"H MD8`P8V`!&MUOIK8?'RH&!OX6-JR*Y.$6C1HBJY=.G*J:#=LW03,J MNX<+JF*DBBBD43'.80*4H"(CQFBJ6(502Q-@!XT9E12[D!`+DG0`#J2?`"M8 M^P/J>=NU2NSNL--R0CMLV>$:'=QFHK9;8UNH5<6[@JEG8;`A&+DK=0ANM1-H M!``!$.H,]?C^Q/]CZO MAXD:5L`UIL>H;7J,==:+98.W5J2`"LIN!<'4;.%4440>)N&BO*\2\1=F.4S5 M0ZBA"=!A,/5P'FZXWD\#E\1<_C94FQ'Z,IN- M.H/D1X@ZU?V_F#^5_SO^2/ MG$?^;/R;\V^0_FK\O_$?-/R]\[_NGQGI?#_$_P`/KZ_#)?M\C[?[O8_VN_9O ML=N^U]N[INMK:][:U%]QC_`BK7>/G?Y,K+DV3]>*=FZQ!K))-%U5&+ MD03-P14"F_"/AX9L59;;@1>M0RL2%()'6JQFM;4Q2F*4Q2O'(2,?$LG,E*OF M<9',TQ6=OY!R@R9-42B`"JY=.3IH()@(AR8Q@#,@$FPU-8)"BYT%(^1CY9DV MDHI\SDXYXF"S1_'N4'K)TB81`%6SIL=1!=,1`>#%,(8((-CH:`AA<:BO9F*S M5KV.[TVGN:VRM=JKU:>7&>;5:I-9V8813BS65ZFJJSK\"B]714EIETDBM3JJJ$)88.8713!59&*EF$@JDD)@("JJ;1PL=- M,3B`=0@`M:FCKDW%1A@'QZFP^//M]9;G]0<9HU<4IM,1\ORJ^\TK%,4 MKF0>!\^`'S_4.9&AI7=F]*^@(@/(>`XK%>A,1$O(CSXCFIZUJ>M=F8K%<@.( M!Q^H?=^S%*^F/SY>P>>?^QBE?.LWO_8'^+%*Y%/SX#Y_TXI7(3<<^WCCD/OQ M2OG4'(>7B'/G[?=BE/Z,U)VCG,TIBE,4IBE,4IBE4>9KT!8B1R=@A(B M<3AYB-L,227CF1*V/)R>>3+B(AK='S]DEZ_`KK\&A* MD=U6&[)%BG_"2;.5$@\%!SW'L+'AS/<"M.%)A@9U%OV@54'XD;B?F`?"OE_] MW,[*P/:#)BE@,G)2)R.H0J[D?`,4"GX$CQJ%/94>B733-;T31%X*N=P=RE]E MV(LOL3M]_/U0F6D?%`5E&-;M))I-(ADSB(@%/4:J'$KSK2Z04#@WK?+R M3\KEAWX>-8EM'D=MP2=24&K$D]#X6/3I\Z]CG`SN$BX#CS'%[CG>=]TV)W8V M`711*VB@*M[J3ZKBU^O3]'&]65CN78NN$EUEJ=/:[>7)^S5$5&$98JS.UZ/C MISTSG*F@*S2<506$@E.L((]0\)%$K^Y&)`_&0YI`&2DP0'Q*LK$C\"H(\M?. ML?V4S\J/G,GC%).%)C&0CP#HZ*&^%PY4^?IOTK]'F?&:_2]:'/K!PM5VCW+? M2B[=-PS#M+MPW+W#;<5W%4U+$^JU:O+JCZP:R>OJ_:Y1B\CS.(IY/R:K?X$Z MQ2/0AN7M*G*MV[:;V!&*]NL MC]8+ZBW;C65;P=O=VL3H'45+U#9]70%3N\T^-\-#-I:RR2Z;@JZ@.3NC=)^D MO3GKN;X'"YQ6Y3/1UY1>$PIVV63=-(TBR%UVDDV51;0BVM>1X3GLW@V3BL!T M/%-S>;`N^[[88UC:,(VX`"[,;Z@WTK"+3ZUW=/`ZXB.ZN8J.E+)OB=^E-8KP MWV(&J(%A8X^T.OJSVCMCAFCJ>8)%D_Y7"=LR@J5_IRY!8+LV]TL2N^VD>EC:]<8_N!RZ8HYEX,-N2; MB"_<$1#!OZBV.%+;]W:"@-LOK)K<7M56^H=WC]XW:UNGL>W+MO8FB>Z'>W;7 M9/JC5C7-TT,WC7,9\OLG:WI2O5JP[2I$6NY9U^9H$E<%YV7CA5$3P[/^(8!$ MQLQ[9X/@^;P.0P<&'+PN.RTP&=9O-9Y680R'ZU<*$1ROUDG;:RUGW/SG.<+R M''YN=-B9W)8CYZHT/2S01*IFC'T,A8NZ!OH`&Z]VK=SNSO5[F*OVC;!I_P#* MW:.T+._^G;N'U864JR;1Z:50;$L\2TC8HQ&XF5 M<.6ISE`3GX^?1=M<]:Z?3CU/.W/0[VY25TKNY+MMZY:O@;=NW8L&\=R*?YDU3?[FY M*0AU&PJ(Q8,1`"E5$?<3+S/NWW%-[:Y>!C[?CY.55F$95H5C61DB1[;0)$4' M56ONW#0BO#0OPWM+V[#[EXB=1[@DXR,M"9`RS-(Z*\KI?<3&[$:,MMNT]#63 M/_VFWU*HW;DAV2DWEH6S[EK_`'S=KG;R7N;A-5,)&@V2E]S.F]@W3T&]/0>F M9KNJ).4F?H(4!'D;VE[5?#'N`09:8+8&1/\`;F4!@V/(B6+E M&8*X;4:D&Y!\!V+[M]U)F'V_W\1\Y<_'@^X$1*E)P MT'U?/JY;N4VE(O\`44;/-]@R_;7W+776:[&%26<$ M3KJUEJ,4R*(`46X+-UC]("N`$[?_`$?VGC9[B>+)D@DSX((U$H`03P+)=O3N M;:Q-K,#;:#>Q+1_@K=?-)[#]LXO#F/*E9>3E$QCD+_M1R%8XQ$! M8AA];$W#=+7%NF/WY[FRN8#XL2MQD1@$D83]F2,,\AE)NI4GTJ!8KUO8WCQW M,=[_`-1S='TQ=Q;HNO=3V]-ZKLC2>H.X:*H^GA:5/?\`K-LY[R*9IPM!;-H> M0)/IT\Q)./=R%@5."A7K92*$IBNE5![^+X#VKA^[8.-AP4_ M:M+N;:WOJC^9\_N#ME=RD%L"PS&K=:]Z-F@ MJ+,!9M$KSM8="E4(S;LZ[!^BFJZ(V2!F5$JI5/34+X?VCEP8'N3.S$QLC[18 M9P&C3NOB*7&V<@C_`,2@AFMT)T/0^Y]WXF1G^V\+#?)Q_O&F@)61^TF6P4W@ M!!_\K$%5OU`U'4:T.U+OU7[=+)H[0O;TA9-'4^Z[?^JG%]QVBMU3L/LJ$T;N MOMJ[8J;?J5K726PGKLPIZBB[X\0.R;?$&6.?E>3 M=[L'46"@+>X%AY3AO?D!/# M.W=$$L$"ND<$@8#M;ST-RQ+6L3A]T1L-3XSN!F-XW!1.P,X*R.%>FCL8BL/$V2969#'&132$H=3@/3BY'V;[9 MXB*198.0R7GR)XXS"0[PB%="5`4.6;5KZ;+VL1R#K686I4K9&`08]!(,6CD$#'!=4N=_,2Q7` M2;#`]N)+:)PBON>RK,`G\2VO<)-Y/3TVW/!P_,^K:S6M=1ZBW; MC.ZV[A&FNQK5F5,_65M$5,4V.<)$4D2E4*_=E,'(D_'L/[?^V,K.;`C3)B^T MRXX9&[FLXDA[FX74A&#$:*"-H.GJ&W1O[@>Y\7!&?(^-+]WB231J(]("DW;V MFS`NI4'5B#N(U])W;OOI'=Y7<]W#[1[UM']S]JH]_L7;H;M?M%;NM'IJ=%8N MH;N2U?8-A*UA6$357%4E06A2MTG:IQ6<@H83<`!0SP7O3@N(XO#X_/XA)8XL MD3JRN^\W@D";KV&KWN0`%&E@*][[+YWE^4S,_`Y=XI)<8P,K(FP6GC+[;7.B M6L"22?$FOSMO]G';7WGZ MOLE>UM&L6.FB;;[GZ5HB?TU;(--Z];SSYO%6SXI1PL)'#84B"4HBJ(A3CV'[ M6R\E>U'F0X\&;-BR`R`F7M0/,)5)0VN5L0!M/@!;6Y/OSW3B8S=R7#FR)L*' M*C(C($7=G2$Q,`XO8-<$GR?/\`=7$^X^0!S(\G M+@XM'"N.W$SED&B=P*K7)(UN]PA(O<;E/H]]UVXNZ73>UEM[[2J^QMEZOVJZ MH\_%-=8R&H=C:X=H1#([ZD;3IRB[R"--QLPBZ!M(1BRC9ZB!N>!3#GQ/O?A\ M#B,^$<;#)%BS0AP3()8W%]&B>P:Q%B5:Y4GR(`]M[(YC.Y?`F/(S1RY<,Q0@ M1F*1#;594N5N#8).W;/%5[6F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2 MF*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*5#[NN__@;_`."M/_=U MO*?E/KB_Y?JJTXW]O_C^9K7A,F#XL?MYX_1QG$>@JX/6N#93GI`OD`\>/GY? M?]N;+TI4TM>C_P"I\)[!!L/B'M$5E>?U9@U79'\T_A5\$4$!X$?#VCXB/EFI M%:*UOE7HS6I:8I7H`0$.0S<=*5]S-*YD,)1#W#X/].8K!%Z]`&`1$/:'' M[*4Y\./MYQ2G(CYB(XI7T#"'M_1[,4K[UC]GG M]O\`C\L4JGR9N4F_L'XLOE_S5Y_CS(H?IJVU_$#?>/\`0.;V\*QTJTY7_@3_ M`,.?[JJ''V"B8!_8.12?R_AO7]=3Q_2W^PUL$;^""(?^:3_[@,]0.E4%=N*4 MQ2F*4Q2F*4Q2F*5B'>^EJEW!:MM&JKH58D18VR7H2#0"?,(278K$>1$W'BH` MD^*CGR)#](_A53ZDS?A.;+'BN3R.'SX\_%MW$/0]&!T*GX$?HZU3<_P>'[BX MF7B,Z_9E&A'56!NK#XJ1?XBX.AK2FMVK_45UE59S3FKMR4B7TQ$_/(E2P-[3 M!5UQ4HE^"DM98M=P]8*S=62<(NQDGD^WM^Q[G\M)8;+'LCH0C*(9IIR#&`JRSI,QWT4J= M[ZKEV0QBN%P`GX3-P`OD/=7N=_<,Z+&ICP8K[5)U)/5F\+VT`\!?S-?1?87L M:+V?BR23.)N5GMO8"RJHZ(E];7U8GZC;2P%;`<\G7T&H_P#<9VL]O_=K2X_7 MW<1K&O[/JD1/-;3"L)OXYNXA+&R;.F;6:AY2*=Q\I&/T6SY4G6BL3J*?@P#P M'%EQ?,4A2:`-N`; MJ"/%2+%3;2X(T)'0U":D?1A["ZG0[EJ&6U8K?]+SFZ";RI&I[I.3$A4]06Y6 MIQ57ER:[.V>M)J/9V`&"BSPJSI8%2J)I<<-TS9Z"?WY[DFR4SDF$6>L'::1% M`:5=Q8=P&ZDKT6RBVMNIJ@@]A^VX<9\)X3+@-/W5C=B5B;:%/;M9@&ZM=C?3 MR%9BKWTO^PVL5\U4BNV^CA6E-(3W;BK!O3S,A'J:7LNVY'>TQ2#HO91?^YN- MMRR\X1T?;D,793%C[7VY@L2Q'::0S%=2?\`R$N#]0/0BPKP53Z5GT_J3%U> M%K?;+0V,;4#;J/$-E#3;WJ4[B*#'ZMW*I*+/I5PO,GO&OHEM%.!=&5%-LB4$ MO3-R8\/S_;6/''% M#B1K''W;#U?^=!'+?6[%T`0EKD*`!:PJ5>K-%ZJTOJ&!T-KJH,834E:A9.MP MU)65=R\4TKTNZD';Z$,$PN_75F&4K1)R31F96JMFLS)OTH:)= MRS9%R)&0-S$7134*8IR@;+G*]X^Y\PPG)S9F;'<.AN`0X%@Q(`W-8D7;<;%A M^T;TV-[.]L88F&-A0JN0A1Q8D%";E0"3M6X!LNT7"G]D6K^N?IF]C&I8>BP6 MN^W>EUAAK?<$3ORHBR4F57L?MR!C3P\)=%I%W*.'\C(1$6<4&R;A15NBG^ZF M`B(C'E>[/<6:\DF5E.[2P&%M%L8R;E;```$ZD@`GSJ3%]I^WL)(X\7%1%BG$ MRZM<2`6#7))-AH`20/*O/$?3&[%X&->Q$3V]U-E'2.KMAZ7>-4G4[T+ZQVM; M']YOU3,)I4QP86&U2B[Q0P""J9U!!,Q"_AS+^[?<4CAWR7+B9)1HO\R-0B-] M/55`'D?$$UA/:7MV-"B8R!3"\1U;^7(Q=U^KHS$GS\C7=_\`LR^Q4-HT+QM=0Y)+*I`-SIJ;[#VI[>&;%R`Q8_O(5 M0*VO_C&U+B]F*``*S`D6&N@M;U;^D_\`3PJ%?VY5J]VKZWCH'><*C6]F1Q49 M99&=KS6TLKPS@FWQ,HL>"B6=QC&LFD@P%LF5ZU15X$R28EEE]Y>Z)Y()9".>*+"A$>2MI!8V(W!@!KZ`&` M8!-H!52-5%LUW7LK[7MC]O\`5>UR]Z?K5KT71F-<84VC3)Y)TA6"5%L+.M.H M28%^$_'R<.U,*:3I-T5QT&,4QQ*8P#PX_/\`,8G)OS.-.ZD^UC7KS7M*NE@V'`0:QY\5D;E;&43&VF<>3(3(3DDYL;"`8HO`< M.5"+)LT2B'"9.+!?>GNE,V3D%S9?NI(PC'TVVJ25`6VT;26(L!8LQ'U&]>WL MOVN^$G'MA1?:QR%U&M]S`!B6ON.X!0;DW"J#](M[WGTI_I[2,IJ":D>UO7#^ M2T1!0M9UDX=MY1;Y)`UN;=62O13Y$9+T+&SA9UXJY;DDBNP(<_'B4`*&J^\O M^@4[E!%[,` M3<;K_HJYH_Z;?9)$[)E]N1?;_48Z_3NZJ]W%2DRT6FD4W.Z:NK;7$/L`(L)3 MY2A-I.;U*JJ"F@1)=1V85"&Z4^B)O=7N!\-U[NQZ6-]1TJPHWZ17TXH=/:",5 MVI:YCT=Q02E8OJ+8)LJ4C75[7%7AS"QR9YVAVE;MIZSM)`+[CJ?$FN9/9/M6,3"/"A`R!9[7U&X- M9=?0-P!(3:#8:6`J4&G^US0VA+?LJ^:DUW$TNV;?9ZZC]C3$:M(*+6=GJ>OO M*KKY!VF[=N$$BUJ`D%FR/I%3$Q#B)^HWCE1GWO4U!AJGIJOLK-&Q=!1*XD(1&/N,Y-V.S,E4Y5=\L[:S,S8WJRQ%3G*;X@Q M>.G@`TSN4S^2SVY/-E9\]BI+Z`W4!5/I`L0%`%O+SK?!XS`XW`7C,*)4P%#` M)J19B68>J]P2Q)OYU$RL?20^G/2ZM?*95NU;7<+7=EOZL_N;)J$V<\K^2K&W MMU78$>.)=9['Q$19&J;LC1LHDW.JF05"'`A0"ZF]Z^Z;,E:6(,$-ETW MKM8V"V)*DBY!(!-B+U2P^RO:V/#)!#AQK%*5+"[:[&W*+[K@!@#8$`D"X-A6 M5=T?3][-NXC8[O;6Z=`TC86P)*@NM7RUAG$I$RTO1'0.Q"`E&K5^V8ODF:KT MZK5YN>XO%&%Q^3)%BB02!1;1Q;4$BXO;47L1<$$$ MW[,_VSP/*91S>0QHYU+M][2:K.TSMZ MUI#:X@K39'-OLY(Y>3D9&QV9VU;,5IJ=FIM])R\H]%FS23*99.4[2'_;5O*CE/KB_Y?JJUXS] MO_C^9K7;-\?%\<^(/QK@S'R]_5P/ZBCSF5K!J:VO/_`&/A M/+Q:]7A[.I54?Z!#]68.O2J_(_FG_'A5Z8J"O601$H"/GX_TYJ:F4DC6N68K M:NQ,1Y$/9Y_T9LM*[88K%>H!Y`!Y`??Q[\TK2N6*4Q2OG(# MY>.*5]Q2F*5Q$0*'(_\`N_=F:S7$I^H?`0`/_V?HX#-STI5J2P@#-]R/']V6X_P!R'(W_ M`)8\MZ_KJ5+[6M^Z:V#I^":8>XA?^Y#/3U0CI7/%*8I3%*8I3%*8I3%*8I7$ M2E$Q3"4HF)STF$`$Q>H.#=(CXAR'GQBE(%$RA#F`;3*XG"A?+DG$T2"*.6);?2LK*-K!M3LW%.H M-U)N;6-%@^X.2R8N/BQ6Q\B5IYL>=BUMSP(YWH4!"B0()1Z2-KA0%O<(SN?M M-:TYJNUWEA`2%KN%,?W)Z#1X1HB^CH-.'.JR;M42IBTF['\S$K944RL6ZI#> MH`D+R,4W#8SY)$#ER%9W# ME55=PLCM'HJXQN8FY#(9>/A#XD9C#NS["#)&DME7:URDWPKOS.=^T^\_A M%OM.U^U;=W;?#3;?XW^%4F+WC-N)8KB2IWP=)4VU8-.!/)23-5XG/Q]OE:C# MRZD>5T=R,7+3#-!F*14O5257]EC:W4VJ*+GIVDWR8X7!^]?&W[[MN#M&K;-OTLX"_5<7O8J+UX-@;?M.O=HV M<)9.+4U94M(2VRI1-%)0\^J\BY%TUZ&PD(VRS`=?'QN3KY6\:US^:RN.Y65)E0\3#@-.Q%^[=2;@?LF] MK!3;SW>%9!IVP[#(6]S1+Q52U>Q*UPUQA`:2+.582,$C)-HN5;&7:.7!D9"O MO9%FDL90$B.A<=:)>DA^.7(PX4Q_NL60R0B38;KM(-KJ0+FX8`VZ$6U&HKOP M^2R9,S[#.A$.28>ZMGW@KN"L";+9D)6_4'==2;&HYMNX,EI[E:1%1MU1CZ*> M2O\`0653^&?MGUGGX5BDG(622(J4@&;)65L+",2,F!B)-EW8CZ+M$V73\*:'MW7=(Z# M60W&Y1W/X<0!]>UFU#*!E_:F\G.MK[5*DXAF:B48E[*2T;+F3@]D[4IE-6@G M[1!XHHJ]E&5B(J9T1)N"#-P)2@F[+UHSX_&\>,BY#&QX46:?$";Y"3LR)XXR&"K97VN/I9U4DF[;0 MKW%![GL[NP3M#K\(>TW1.W;1<`C)/6[!C'5BBRE19.O145<(IK@N_N+=FS3] M8IR^*J@=!#`.LW&P)"N5*_;Q^U%T!9F>0.1H2`-$9FU`&@'6I,?F\N3)?`@C M[V9W\BVY@BK'"8P=0"3ZI451M).I8BU<'O2,WUE.['G&\G+1 MS12(6I]H?UFTU4RAGJ";Q^G(0[ML@[1$[7U4RJCU)'#-QPL2-MR)MH.0L2D( M3<.H97ZBPL02.NOF*T/N>>5-V'C;R,1YF#2!=IC;*:3+%!JM)M MO6L!XW6KIZB8GJ(=13IG$3G2`;.7@X&S!`).VTV;)`BA2P!7M6))8';>4#H2 M`+Z]*HX/=.4G&MDF'O)C\9%ERNSA&97,X8!0A&ZT#,-0I)"Z=:NN3[NJ@PV> M:@I))N2H7IMKURB1.1&:^9*22$,_L":9&AF9(*%F3*-EDC"+E0A/B2?W<>H. M`\0RP*[OME>`RBX&RUBP7=N^IE'I`4W8A.ITMA[A5\IXXH]V/'E"!B"3)NW* MA81A+;$9O42XLBM):PL;TTGO)SM68LT*_AF<#*UQ!LK+P0NEBS=5DG!B%7J< M\U=II?'S,60Y#NG3,!9I"LFD/"O44(,_`7#`,;F5-UMX'\,FU_0]]1\"%;X> M75Q/+OR1(FC$$FT,(V;^,HN1:2.PVD::JSJ;V#>)\S[><^1VUE8ZE%=T-WMM MGIQ&?-+,DWH3B&S5=86"8/'*.$701S"QLW+5-$$A4.9'X@#F1.4!Z%XJ(@QO M-;+&,9MNVXMV^ZJ[K]2A!.EA>UR17(_/Y`831XX;CSFC&#F0!MW>[#OLVGTK M(&4#=N:VZP4@U;5I[@W)]61=D:1;N,=7*@;OFVKIFHD9W".-;5R;D&Z[;U'` M)'P\[BK[JNU+E<;`LA7*,5]4(*>C*K8)]S- M1S5Z:0H#:/J(N38;=W MD\3W1E9WMUI<5RV7!#%WIB`+2NR>A5VV;TDEV`"J2%7-I(U(9W.KA9@QRBO")88V(;U*\[I&@VVM<&1&8%@W;;>`=`U(1[EGC!PW MF+33EHB@O-A[YULUL2#QD\N#Q(! M'A)1/GH_HH>\4$A;*$,$FTK86G[(`#;CJK3+X6(N=+6KB_\`9VB"Y&5`$P&R MVKRC& M_-(R4.XXJ5%F2[JLP&T9+7_`,.R5&$ML13WS8ZLB6:>+R98<[Z99"5@ M:,;LH`L@H"C=4XJNP*0Z9R%,?HT7B&,"/(^V62(R+>P3:-U@SEA9FVG:+$7( M!()-I']PQC*EBACWP03B)[$F3<=ERL84[D3>"Q+`V#%5(`W5%MW/I.[C9JG' M5<]A?LHS9"M9AH%Z1U+S$WK3XX5(=9;J1FO'5NX-6]_R^;EF;%!V)(^6L;*C;B%:&5P)`RJR$%=1:]U%B035%U!W#S*^H=9KW%,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE0Z[LAX"C#[`3M'(>WQ-7/']@Y3\I]<7_+\A5KQG[?\`Q_,U MKJFAX?"//AQG%5P>M=+=0>>GC@!Y\O/G@/V<9E3K6#4V]=?^Q\+YA+]T?\`9#_0&:FM#UKMS%8IBE?```\O#%*XB.?T9BL5T'4`>0``$/8(_;FP%;`5U@/'B!@`?=SX_H#,UM79ZH^ MX,Q85BPJG22@B1N/`<@Y#_Z,Y#^O%M:P1I;PJW79AX`/$.1$0$/=QX\C]XYD M^5:BK6D^3,W/M$4%?TCT>6:2'TA?$NOZZG3HW^TUL-+^Z7_8A_1GIZ\_7+%* M8I3%*8I3%*8I3%*8I3%*8I3%*L:VZVI-]D(%]HF4H@)30IBY@1$QZTF=! M+T$@$%D01*!5?WNJ3^L9YO59.!E?E2R*\"E7$DT6[Q9%I)?D\C8*H MK*MR"!5W$`LS14043%(YC)$*J*B9"D"(\EEM&T3LK(Q8^I5:Q?ZMI()6_P`+ M6.HL=:G'"\>DRSQJR2*$'I=U#"/Z-X5@'V]/4#<:&XTJLP^L:?!?D[Y;'"C^ M0_S#^6OX@#\%^:/5^<\_@#K^)]8WNXYS23.RI>YW&OW=N[0:[?I\-+?"I8>* MP%QDQE M;N%56[,SD*M]J@L3917?NHU^VB8YNL1S(H M$;KN%E$VI5%ER%(`IG$W40WB`\YHF5D)"^.KGLR6W#SVFX_SJ63`PY- M3D0[MC6U&X6;](KR7+5-/O;[XVP-GJOQ#)A%S#1J_6:,[%$13YW*Q43.))?C M<,8Z5?*N4@3,D?U3#U&,7\.;X^;D8HM`55M;-M7<"18E6MN&GD=.HL34>9Q> M'GM?*#,E@"N]PC!3N`9`=K:ZFXUT!N`!5';:+UPTM;2XH0QBRD?:[%=8U#U" M?+8^QW"$L,'<'[9GZ0`)K0C9WBST#F/ZCE3K+T@)BFD;D\QH3`6&QHUC)VKN M*(5*@M;=9=BVUZ`#H*A3@^.CR5RU1NZDSRJ-[[5DD5UD8)NV@N)')TZL3U)- M4AMVX:L9QDC#MHI^G'.T()JP;FE'*Q*\WK-C87"`)!@OZOIGBK;&HR22CGXE M4KDH_B$@B0=OZKF]P3;E[HW7.Q;MO4HV\VN^Y20=U^I/4DUH.`XP0MC!7[!V M67N/M3MN)(^V-UH]C@,NVUK`?2`!6)#1NOI%`Y%&#QNZ/-SD]\S9O3MI$KVS M)QR-C3]4A/159S:$4@1=)1,Y1],IB]*A2'+A>3S%TW`IL5=I52ME)*^DBUUN M;&UQS@A@'`&X7L;`VN`16D-445HF"#*$1 M8M2T%36:35L82HHT]50ZIXTG7ZBAC&4.(BHR M$=*514%(UMDH(]/X_2B959/V?ONME8C6_7SJT&^B]'AX])Y7.:9,@O\`Q8YS,IL-)#LNW3__ M`!IH=-.FIKC7@>*3&EQ%B_\`CS8JX[C,VK`A.A$R39;J4,LDH=5 M0QH#F3F`0-M*`6!*J6`O>P8BX%];`^)MU-=(XW%7*.6@=96;9A&SWXU.&)68OXQ^LZ0@*LDX1>)5J%1-TD;1* M;U$%@`_JK=?/\3I\,S/FY&1$(7*B(-NLJJH+6MN(4`$VT'D.E8QN+P\2CW]^D=Z\^5.' ME;MD=8)AZBQ*"Q4Y69:,S(F#DK8QS>H)"JB94>O&Y>>%#%+9T[#Q#1=P#*0! MNMN*J3<"_P`-!5?F^WL3(E6>"\P>W/ M5AE9`YH9R9-\TNL,[2LHMO?:HF!$H5=UE#7/ M0"Q.EJK1=):^3M36WH1CIM*(/8J562;/W"+"0F8&,1AH.7>M2&`3/8N,1%(@ M)F314!0XJIJ&,(YSG/R6A,#E2FHU520"=Q"L1=03GBY5L*S=02@=,RROCP<9#(9+NTF_H-&*E21II M=38VT-A?Z1;G_P#7N($2P"("-81%8$B\88.%)O=MK"ZDW():Q]37[=?:Q7KM M]VELV?"$/;-C2<8S$T"5\5DUJ-207C*HDX^/$#'L#N-.0\FL0H%44(DD4QD6 MZ'3KDYS38<&"M^Q"&.OBSFY_`=%'^X_M$5OA<4F-R65RK[3E9)0:#0)&NU1K MU8]6.E_2NH0$^^2E,&L?(Y<40B0C:J.@)520D@8.H8BX!WMI?0L2-3 M6TW#F(<`#@`$1X\=3GY9+-O]3Q) M&38?1'V]@^%NTFHUTU.IK<<3QX5$[8*1SRS*"21W)N[W";G7=WY=#<#=H!86 MI5.TEK^B3["RUV-<-I2)KLU4(A19V=P2,JLY(5N47K[0%"]81[5[5FID>LQU M2_CZCGY#IWR.2R\J-HIBNQW#M954LZA@&)`!)L[?IJ/#X7C\&9,C'5Q)'$T: M7=V"QL4)10S$`7C2VEQMM>U5-QJNH+VIQ;P;OV\C(247-3+5M(N4XJ;FH%)@ MC7Y628B8Q3.X0D:GZ`)&23,;J,J103".1#,G$(@.TQ@$"ZJ2H-R0I()`N2=# MH22+$WJ=N-Q6R3EC>LK,&;:[JK,H`!958*Q`4"Y!NH"M<`"J"CH;7*;Q1PM' M/'C3HN"#*%=OE#P\2SO[=PA<6$6U3*DHV9SQG:JBI14,8ASCZ8D)^')VY7-= M-C,I!V7]*W;M_1N)'JM\;W\;US)P/&1R"1$<%>YM`=P$[M^YL`;T;KD^FUC] M-J]L7I>D1D@UF3(2,G.-;'&6@LU+/SO9%21@X6/;[LJ!)*? MIJWUO7E;G`#@/@(!XC^KC^O.D?&LU.'7(\T^%]WP@`'^ZJ\YL>E5^1_--7QF M*@KD7]XOWA_3F*R.H^=>O-:GKF3GGP_3]W(?MS(I7=F]*8I7T"B(@'O\A]GV MXK%=H$/P)>0`.?M\>./$/LS%ZQ?QKDP<=36.IKS".;5OK03"(``^SRQ6*^8K-,4IX>X.??QX_KQ6*8K-4V M2'\#8/>Y_H;.<>-:M5`>`4W`CQR'`!X^S@1_IS!T^=8O*F3HW^PUL,+^Z'W!_1GJ*\_7W%*8I3%*8I3%*8I3%*8I3%* M8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%* M8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%* M8I3%*8I3%*ASW:"`)4?GVDLX?K&O>'Z M<\\``#]X\CX\93HY3H*MSH:\J(<"'B`^/N^[SR9)"QL160:F_KGD:;`\>`_" M_HY%5;^@,G^-<$_\TU?HF`I0$YBE\2EY,8"@)C>```CQR)A\@]N:WJ#KTKFB MJ@*G0"R!E/$`3!9(RG(>(\$`PFY*`>/AX8/2MT'B:]H!R/`9KUJ2O21(>/#R MYX$?#[.?T9OTK!-=X)``\B//V<9B]:W-<^@O^I#]68K%.`\/#R\OLQ2N6*5U M'4Z>2\>/'@/WAF0*R!74(]0")C>(>0?TYFMJX9FLTQ2F*5\'GW\`'G]O^+%* M"8`#G,$VI7$%`Y]P9C<*539(X"#4`'S9!N:U:K:>"(F-_K1`// MV>/^/'C6!5%<=0E`H\"!AZ>??U'S"FU4N5[CX'"R/M,O M,QX\G]TNH/Z+Z5FN)G64N1,43%*9=%9TTZ7#1VWD&"3H[0)*->L5W+-ZR6$I M#ATG!9)-9+UTT3*%(-.Y1D^=K/3BW?`Y'I.94BSL MXF)U``J<&'P*4N6(Z>-33"RBW2]2#2*7DO/M#Q_4(YCPKG/PJID3(4O4HHFF M7PY%0P%``'[^.3``8K6U=Z?RY3@"/VAC#P'`*%Y$1]WL',Z4T%=ZS$Q"@<@` M[#NSUYV>T.O[!V/"VV>B;)<6M)8,J;'IR4F65=PDY/)KKH**$`C(K2` M6*8X>(',0/;@@VOX5B]:[)GZ\7:;`-%7LEKO>Z#9$O)S#44#Q_&N_[";X6^=39[;>Z+7?='59BRT)K8(A2N3(0<_`6AHFSF M(YVNR;R;%0P(**MW#1]'NB*)J$,(?O%'@Q1SHBD$RDKX5SRPO"1OMK4C,VJ* M@>`\^[%*ITB(B=K]JQ_+V?W=;_'FR]:PW2K>><]0A[`,`![.0\?U^.9\:U6J M2?\`$H@0/(RZ)0^XRA0-_3FC?S(_]X_.I5^EO]AK83GJ*H*8I3%*8I7E%\R* MHU1,[:E5>F5(R2%PD"CLR"9E5RM2"?J<&12()C@0!$I0$1\`Q8TO5*_-58YA MRA8H,1L,@]B($"RS`WSJ5CDWRTA&Q0@N(2#]BE%N3+(I=:B8-U.H`Z#<9VMK MH=*Q<>?6K6+N#5YTH5=*]UM=&Q[#D]30BS>11<)26RH4\^G+4ENH@*A1L,:K M5I$JS<1`R9F:@#P)>,W[4FNAT6_X>?RUK&]?,=;?CY52E]ZZO1(FH6R"Z*;; MJ.BE/@XJ8="UV@LN5L%;=@DP,+<$U#EZW1N&9`,`BKP..U)Y?L[OP\Z;U'Z; M?C4,N_KNHD-=]N&QW&N!L,';#;6::`4GG\/(PJD7*OZE^=IF3YM$R@&@CB,I7]ZS!0#_`,B"1X@6\:^> M_P!S>?RN"]K/+@DIE3S+`K#JNY6=F'QV(P!\";^%:MM(]DS>V=MT_L^;@H78 M^]MPQTT_TA0)^YHP!8;^LBY7&2M\^HJ0Z[=GR(*%33,H;H65.G]!Y M3W.3S^:K'% MA>4*=JWWRD$WD>^JKXV!)L21G/Z0&\K:K<;7V\V-V[E*NRK#Z[TI"1$[A2HR M\/)1T1,Q4>=7K691\LRG14]+P304;G*4`]S>V\AF;$$)DC!U[;*RJRCR5@U[=`5T^JOT`9\ MCK]#UI<^L+WJ;M[0B=HT;I[;&HM(-=Z;@L]"O6T-T5!Y;Z=486,IYYYC*/&D M>X2>MTOCTO1.*1%#F%4OD`#S[CV7[?P><&:^9%E3OC0*Z1P,JN[%K;1N22^G M2PO\#TKP_O/W!G\&<),.7%@3)G9'DG5F1%"WW';)';7KZ0M(PEDW#(+3+Q!O48E1D8RR48 MX6%ZZ!HN**8]/&6V?_;PR\_D<7P\\:0Q)$;9#V??*MQ'Z%.]K_M!547`)\:J M<#^X8BX#'Y3F()'FE>47QTNFR)K&0[V&Q;?LEF8V)`\*D?8_K:=L,OLZ,U%K M"$V[>8NV1>J()'?M2HDA*:GI.R^X_7KB_:%IUDE"%,\;2=O@Q*X,L"!FD>** MY71TQ;J]-9#[`YE<0YN6V/&4,A,+/:9D@?9,R@#:0IT^J[7!6]Q>SE]_\,V6 M,'$7(D$@C`F5+PJ\Z;X58D[@S#6VVPL0UK&VH%[]:G;]@^CK=G5$OM\G.]?4 MVC-2[6VSO^.@H(U6HCO8G>96=<0E1F7:C4T0%XLNMYFR)(XX"[[W"8S.66QW[%D&K%QZK#H1?Q;>_L^3V1(^ M-+*WN&''CDDG$<>Q"^4L81KC9O:,Z*$/IN>H-L^V'ZR5\[==A'@*FGO+O%=7 M[O\`JQVZ7F`L.LH>N,]*)OHR*4=ZGT@[J4HY=['M]O/)K'JY94C561/&N0,4 MH%`1K(?8N/R&*9LDXV"D?&M.A1Y&,MB;23A]^U5L.YVA8;A8$U9S>^LCC\H0 MXPRLYY.26!PZ1J(K@7C@*;-S-<]ONFYVFY`J8/U8^_'>W:YW(=H^FM9=P6A> MV:D[MI6[;!=MJ[\H[VXUF(DM=DJJ]>8D"/>-WC52:/+*M2`4H@990@F'@,H_ M:/MO`YCBWB:),73N>95AQ%7^I1;L0EVM:L;6>2<&!=PITIJ=1"!R!RJN]2+:1H;BQJGQ/>67@<[D1\OD+E<< M(,7MF!%$9;("V=+LS;&O?61Q8W%2YNWU3=%S/=+JM`-R[@U-3]([G^IKI;<& MOTM>5N8U]MV7[)]!U79.S)^YVEQ*!9JK`:SA9H)>OGC&SA68>BH@X*DF4IAI M8?9W)IQ,K"#&GFG@P98W[D@DC&7,T<:HHVQEI&&V3N7"K8H;W-74_O'C'Y:) M3/DP0P3YT4B=N,QR'$A621G8[I`J`[H^W8LUPXM85C/Z=WU+=@]\WU+]U0D, MALVD]LY.S>C[0UKJ_9E;CX%\>7EKK5&33944=$BKM]!76M2P.F2OKG140<^! M0,4<[/U8)9.S)S'WSQR21NS+8*Q[9!L`R,+-Z001:YKC]L^[,KW# M[JGBC[T?#_8I)''*BJURRCN`B[%74W7U$$&]A6+J/]4'O%LK/1/;6YE==?\` M7'E?JP;+[+MNR*="23@7.A-)107#9>QJU4OGA@9N$J?9(E=HY%=1)4J*_`\F M`X=61[.X.+[CDP5'ZUW]Z4[8XV;M6(W*P("AA==:Y8Y#ELM,:/"PXX9$C"++(8VD:%).W$T@>0L5(=MY"@L0#8 M6$N+_<+A^/XG$DR9,W,DFC>0NT40D6-9GCWRK&4C"AE**$!8A02+FYDE,_7G M['Z_)6"&EGMT92U>LG=C67#%Q$-T3NG?:7K.&VK.O61U79"JQ6SJ[.(IU-P/ M"-9'_;KW#*BR((BC)CM?<>F3(8U!]/6-@>Z/V1KK5E)_<;V]$[ M1OW@ZOD+;:-3C1B1B/5TD4@1']HZ&U57O<[]=T1-3^G?3^TI"L4C:OU%[;7D M:=:=SUQ],Q6KZ8XHL%?IE>PU:/714>V9)K9F;3X85`*13UO'DH"$?!>V\&63 ME)N9,CXG%QMN6%E4R.'*#:[*P"DJ3?83:VGA4O.^Y,Z./BX>&$:97*2+M:96 M81H4#G+K6F>[&=VC1NWNJ MLI.(VM6]7VQDM4^X="-.W@.'29$6\<910A3K%3+Z;']H>W.; MXK(;V[*O=:?'6.3(=E,;2*=T!*J%=B]@I$9N6`!T)KS.1[O]Q\)RN.ON*)NT ML&0TD>.BL)%C8;9@&8LBA+E@9!8*21J!6RR<^M1VMPFWM$ZW/4]T.*COIOH) M*O[M"A.VNKXFP=T%28772=66!?B=XLR27;Q*C==-T/ MV'S$F%D98DQN[C=[=%O_`(I&.Q24@!2+*PTW,"UP0#>O42>_.'CS3VL MGL[9=G\('(4/$"2P-V4Z[58+8@D$5&UY_I&G:FW3DUFVB^Z210)5+U;JP\9: MV!6/ND5JFPR47M9]"/P??#IPNN86%>RCJY(50+DDC2VM5;?W0X07(QL\C8[*1$I#",D2%3OZ(`68 MFP`!UOI6**-];&&HO?EW8-MF&VY>.SFZ%^G$]T+>H.F('H7;]`]S/;8PV":< MV2^]-M*P:.SK#;(]5%%P*ZP';.>@"E0,4>S(]@29'M[#;"^WCYU/O1,C2-OG M,$Y0")=5/;"D$C8-1/[AS%S?N)."?[(PNL:[(!/`')E;1AW&8 M$`[SHU@`*DS,?Z0+V40UVW%5%HK::\3K%CM)>LWI"MMCU3< MDL03J.M6K_W*]O)//"5R-L(DVOL&V4Q?S!&=UR5&OJ"@@:'I6S_M,[EJ]W=: M.J^^ZC3;U1ZI=74X>L1>Q84:_9)*O1TN[CX6U?*C**';Q%LCD$Y!B)AZCM'" M9AX$<\ES/%2\+R#\=/)%+-';<8VW*"1P]2GTL/!@17K>&Y6+FN/3DH(YH MH9+[1(NUB`;!K7/I8>I3?52#4D7?W=7C[_'*J#H:N/&NMOR!"B/@/''L_ M>\P\/NR4.I-AUI>IT:Y-U4J`#GQ^#+S_`+JKD@T%ZX903*0.O_:L/=R6Z-/: M7A8B7VQLIW2DY$9&*AX2&15EIVS*2222*Z;2O,E`D9!-N5`>DY`*"1QY`_(" M48I)8T^HV-=,&,S*;K?6L00O<[VSAL6LZ]>[GNE7M$XJWD(!M8E6Z-:G3*SS MM)*.@>>1X*//GY<9UC7KTJ&-"2"?HKOAEE'H M)NWZPN71P`X%%03(I@/2/2BF'!1XZPX'@1'C&G2L21DFZC2KT*B4`\"&-U!Y MF+QP''B`^/AP/C]P9@U$H'6O,,DJR53416,1-,Q?40$_*:A`$I5>4C#YG)X@ M(>("(9GP^-8OZJN,CA%R(]`=)@Y!0@FYX$/$1#-:R17$0X$0Q6M>0X\F$>!# MR\!S85N*X9FLUK$^J9'EDM-Z]3,FDH".T#N`%8A%"D.77-](50`.`@!B@<0Y M\PYS<=/QJ"=F0`J;$FM+E+J$<_UR1W(14=)?&0$V[!9W&M'!3]+B3026+ZR) M_$AVH@`^SIY#$A"1LW0VM^!ZUH7<.@)].[_/2U5KZ:';%J;?%AWOM?>K>7LN MK>VNJTZ9D-=Q$B\C%[U8KW(V)K6X^2>-%4%BUQJG4W@.DRJH\JN$3"<"$/S4 M\9`DTDLTY)AB_9\[DV_#2K?.R)D$<4>DLGCY6M?\ZW]]MM>T0UUYLFQZ,TXT MT=(U:7K$A9H6NRDA,0EK9O$PB6KAP#YRNNB]81K(0,<`(``F'/4`F,%Y"D$T M+/$@C91X=#UJKE>>.15ETI+.I5#J;IE;.0YZD#@$/8-P&9!="PU'07T/DQM MH/B/.M^X+$@,;-;I\M?EKUKV2-\L;9.Z?+=3WF9H^>_+ MQI.T5-]).T6BT)44IER+[U1(J8T6X(D4QA3ZBQ(=NZ10&!)ZG;:]@;>)MI\Q M0NPO93H1^/34?+]54RWV39SP-]U@25MT^=_ATK#,XN`M[=->O_2U M42TO=M&5V`WJ\)0@%K`PRVKI*>G)8$IBT."3/S]C=6#%@JM#0T6HBQ%JNU%8 M[D'"O44HI!R40>DN7ZG=8#0:6VZZDZ]>E8/=]6T+:WIOY^-_\JIDPTVNX?69 M."G*!#)/*>P:4%P]C)N6<0VS3C+%OPZ5/MU6=GO7;Y0-EL M(M@]U;^64(^/I3-9>)V>JHZ,MLMI*/)4RCE@@BJD1&%51]'E+K,N(F$H>J#1 MC]G7=?KX>7_>J.S>?A_GYUR9T:W%D85Y)[2L;ULSU>YHTU',HN%BV\W;G2\, MJ.TD3@W=K1-C;)L'*:+4@J,B%>FY(84RX+K8@*+[K_AY?*FT^9Z6_P"]>>LZ ML5@%M5U]KZ0H2[N;G6HMKRI*!6C/+C=HQG&MF+GE6LRY3/ZZBH$35$I.D`*`8:61BQ)^JU_C;I0(HM8=.E5F*U?KB#95 MR.B:+5&#&GS\Y:JFV;P4<5*M6:RKSKFP3\$`MQ^52\RO9Y$SEPAT*JB]6ZA$ M%#-@(6/;C+O;`*#&*8M$1GI%PX= MR$WZ3=!,GS=^Z=*JK.>/6544.8QA$PB.I9CU)Z5FPJM<`'D'V_I]^8K-1H[M M^WACW/:2L6L%GR$1,G<,K!4)IRD9=M$VJ'];Y>NZ33`519/&KI=FX$@"H5!R MQ/P()4VULQM6E&OS_?3HB/J.LU^T]G<-B:L86ZI:7W`6LR$]-5"'M!13 MFD*T_BU!A+&U,BN=-%584^A$WI\"'7U_39H?:W*O)G#D#'AY!1YH=P579?IW M`^I3Y@>.OE;X;CY'O[V_'#Q;<0LW)8BR1XV3L+M&LGU!"OI<:D`FVFGG>L16*7ROO7W-C\N4X_C]<&)KENFY@"!8?NJ";>=[^`KWW]L?8V9[=$O,< MP`.4G3:J7N4C)#'<>F]R%N/V0MNI-ML6>!KZY6K[ZD79+N;NWE.UBYZ*V/K' M7=][9=L3FSXQ7;-,?7RHS2\K5U*XFQ>UUF=(CTB)5SG$JIBEYZ1#Q+GJ_;// M87#1YF-R$,LV-F0",]N01NH#7N&*N+_@?B#7E?3@310Y.',9!W( MS(C$K:Q4,AM^(^!%:A]E_P"CQ;RM.I*+0H7NJH3UV_E>Y6W[FKEFH]G8:C+? M.X%**,F+J MI_3ZY,R:2S%IJ7;IS+/Y<%0;RC,52)-Q,"(&4K.4]\<1S,);D./>3/C?([#= MXJB">7N!F55!:2+15]6QM2R&XVV?%^Q^7X:8+QW()'@R)!WU[(9W,$7;*JS, M0L3@Y/+PG:; M%R)'A(D`(CEA,;1L=AOZCO!%M`HMU)J(_P"UV7C<9/QF)FHL.5CQI,#&2#)% M,)%D4;]/2-EC?JS7Z`9_NGT/=XG7O5YUKO\`UM"[:+]1G5W?KJ:0LU7L,G4( M9QKF)F6*-4N,:T*1[)+&D7[9V4S<024*U,B82`L*A*V'^X&%M3&RL25L/^ER M8<@6151X_GOL.`S>&17[N5)"P<-;;VB201:YW M7MU%J]=R'`_?\_APVV\C?X5KW[P/HO7[?N[.Z7=& MLMNZ_P!DX3WW!Q?'XG'Y&,\J0-D=P[[%UG#`[=#9A?J;WUZ=:\WS?L2;D^ M0R^0Q\E(GG7'[8V7"-`5(W>H74VZ"UM.O2L6U#Z$FWYBRM;'O/N*HEAD;9N+ MZJ&T=O2E!ILS`J2RGU*NUJB:`DS4V'E'#MI#NJ9/5U_+>@NNJB+=PBB10YB& M,/;-_<3$2(Q8&&Z(D.!'&'D#6^QR'F&XA`6WA@NEB""=;VKBA_MWEO)W<_,1 MW>;/DD*QE;G.QTA.T%R%V%2WB""!I:]26^FG]+[N'[/NX1_O#>^]=:[6*Q[1 MM==H=+B*%49JLK1%%T_(U5CKYU**R0F2DGZ=0J2)'JP=)U'BQ^`,4H'-5>Z? M=_'^:^2Q:0/=Y`V^PVK8;F)'6PJU]K>T.0X/DCR&?E1Y%L),9 M0L92R1E=ESN-SM4`Z:G6LDT[Z5S&K_5KO'U(%+E$.:A/467/5]5$9/BOJMNJ MSTBBZQMVPVJY@^4II66BU=TD[$G]Y6Z>X#$T9VQ;?IE9$C:2][>I%-]+DF]ZU MFH?Z.]LFM:\[3F==VKV\WG8>C])[0[?;^QW?K6VW+4\]3;IW%[:W]6K;4Z_# MRT#-)7:KO=L.6QB/%P9N`0*'@43<^I;^YL$V1F-)CY,>/D9$X=6*L-P)/52-?A8^R M]P^WI>4&'/QTJ8_(8,P>(LA>.UK%&4,IVD`=&!TTZW$#5_HZ=R]R<2]OW/W< MQFUMFW/M2[X]%VZ>FH*91BHJU=W-=>04*2D,2BJM':SUZ*I%$V2IOB!ZE`3` M`$I0]"OOCC(`L.!@"#$3,Q9E57%R,8@G>=OJDD\7L/"X/4^>/L;DIRTV?GF? M+?#RH69E-@^-D1#"E26<92G9*H5AD,6#2+V[O)']*G<`%+Z>H;:I?[:9Z9./*#.67^XV-)+)(,5QOR ML.;ZQH,4QDK]/5]FA\+Z@VKKB_MSD1Q1Q_=H=F+F0_0=3E"0!OJZ)OU'[5NH MJVU_H.=R:TG+TA#N>U;&]OVW*G]-FH=P-?;4BPN-@SK+Z?>D*)K>-OB)+IB!F[I#U#E,@9-64?W&XX*LYP9#R,+YK0MW1L7[R5Y"&79= MMH8+U&H)'72(_P!N>1+-`,Z,<=,F$LR]H[V&'$B#:V^R[BI;H;7`-[:TC_\` M=WK;!D[CJ)4[SVU+:XV.WW$YU#L&SZMM[SN.H;[;3$\8%>DKFVG_`,MHU.MQ MC]ZUY:LE74@BZ/ZGIB)03V__`+-1VQLF:'*^YB[0D19U$#]HWW",QE@S&Q)+ MD"P\M=/_`.LGC7)QH9L7[:7NF-V@8SIW1;:9.X%**+@`(";MTOI^D_0NNGFH M-&:7U+(R3>9D-7:GUUKI],-$U$6LJ\I-/AZTZDFR2P`LDW?+QAE2%/\`B*4P M`/CGR_DU?4..Q3@\?!A,VXPPHE^E]BA;V\+ MVO66,XZ[*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8 MI3%*8I3%*8I3%*8I3%*8I3%*AKW=>"%$'[;1^PD".4W+?^/_`)?D*M.-_;_X M_G6M"<-_?/#V=7/N\_ORK@Z&KCQKK:F$X!R/EY*BO&2H2T=SUKCD)$U_E^5?D8[X]F6?8'=QN29L#U9TI2 M=B62AUELY\48>NT&Q2$/%L6J/(`BDN=D=VJ`#^-=RH81_%E1-(TDA#>&E7.. M"$!'4ZUR[AU=*V5&RRVMM9S&JF59A]7DCH8TBE+0,M/VUK8)3824NZ<.579) MPDFH5O&IH`9/X.#=F6Z5#`&V[6/(>2E#DE5LDFQ;GI7HL5$EDHB4F*S>FMR>0#%>3E(8T:6/=+ M,&P&.\6AU4EE0>'2+U"!3`'J=(%`>HQ0'IDP@J%HC=AX5`F22P#BPKJBI3XU MDRDFQ_PNFR+@#!_:]5,IN1_7G`/4+MUKJ!-7'Z0-FR]/QKGR? MI'S'YUK`K3.-;Z;H0(@I_>=8R"TF9)`2E(H,[;3J%1Y_R@%1`@`/D`@(!Y9B M8!D93TVD_B*C?ZD_W"H-]HO=-L7M!V--6RH1]-N51OU;6JVS-:765"+KUTKY M%55&B2LD1)RI#6&)0+G] M_C_=EO,,W`UJ/=N^56\Y./(AQX]0F\!'P'\7N]F8-@#6P%4U/^(_C@$?-^R` M0#[72`!]V0Q_S4M^^OYUC=M1O]C5L,#Q#G/652TQ2F*4Q2F*4Q2F*4Q2F*52 MTX:.1](K5$[%)%198C:.=.XYGZSEPH[IDQ91K5!C'-&K!BU3!)LS9-TFK5ND7R30;H$3113#GP`H`&*5ZL4JP;1> MV]4M>NZZ_CW1F>PY::KC.;3$GP4;8F$"[LD7'/NHP')\\C8=^5$P`(>N@4GF MH7GK@Q#D8\TR,-\*ABMC2[('N+*X0 MNJD=?6%>Q\U`ZL*LY+=3!>X/(`D6FA`L=BO]:*VR1FXV.8NIR%U;*[.L"D(U M6.=S-IPB<:>/*0$*6-U/TKHQ^0.A/@>M=L?*\9,`8LB%@75!9UU9Q=5&NI8:J.I&HKKLN[ M=65!HH^LEQCXMJE87]3454;R*X%L465`S^*$C5DNI\0V*Y3Y'CH'J#@1PF#F M2$*D4A9@"/2=0U]I'F#8V\[:4DY3C8E9Y)X51&96)=;*4MN!UT*W&Z_2XOUJ MER&Y(YI>E:4A'(K^B^UFV-,.9N-CF+A#9:5V/&JQ0+&45E7;=2G=(-DP*=<' M)3)B($/G0O&RMBC*OX276S7':V7Z`V^OQL!8W/2N-N;@7/;!VW`,`#[EL>_W M=MKD7MV^BW)W"PL":5ON'TQ;VM@>UN^QDJUJT:TEYU5%K+)@QCW[IXQ9+`5Q M'HG=F=/8]9(B:`**&4)T@7D0`86X[/386AE`D)"^D^HK]0736UQ>W3QKI3F. M)D,@3)@)A"F3UKZ`]PI;7TAB"%OUMI5_U"[56^P:-DJ,RVFH5P)RI/D"KHEY M(`&'K1=HMW*(&3,4Y1.0H'3,4Y>2F`1@EAF@;9,K*Q%[$6T\_E77CY./E(9, M9TD0$@E2"`1U!MT(\JM6*W9JR;+;3Q=QCG:5&1%Q:%RH2)&\8D!CD*8KE9FF M@_%82?P@;&6%4#D$@&!1/JG;CL]&56AE#.;*-IN3:]AIJ;$&WEK7(G,<3(KN MF3`4C7P%P1?I<6ZU3$MYT>6;T-_4GY;5&WJ^(4-!['@=N$:]7 MJ]BM)'CUM(D:.RMCLX`0)PF(J`N0Y>2-R+2]\-&TGB=H/0D& MU5VR[SU74IQ_6)NWL6MBC8J1F7<45M).%$6,4P"2?J*N6K)=FD=HR.110AE` M.0JA.0#J+S'#QV=D*KQ12&-S8-M.WKMZ].IL3YU-D\SQ>([Q9&1$L\:DLFX; MAZ2_TWO(2+N8`[2!>XOIMO9O`'2]-F]PVMM8F4C9&<92%J.R8R$?5VJZA M7DBT>O6+4%$GQ6SB/1,1%^1<"'.!SIB40#@Y!';$XO,S'4(A6-BPW,&"W4$G M4`]+6TZ'K6G(\]QO'1NTDBO,@4F-64O9R`IL6&AO<7(N.EZ;CWM7=0/Z#"OV MX2<]L&S$@8F**];L%?AR,GKMT_*L\Z&JHE6;)-2)"H0QEG1!#GCI-G`XV7.2 M693M@A4%C8GZF"@`#XFY/0*">M@</Q4L&.XWY62[*BW"Z(I=B2=!H-JC M4L[*+6W,M=KFY:3-TI"Z/9-&#;H:_IVQK$R?"<[BLP-UB5I:)4DC-B+)'ZB, MW!.4C*=28O,X&1@KG221 MQ+]O',X9UO$DJ[E+ZZ#1@&-@=IMTKPO-YT.NQLM*7B;AZHUC[U-45N;YH6<, M[?13I!NDHLG$-EUH]PY*Z1,HW5+U-3+)D4-U'+S@\=E&W:1G!C5R55K`-TO< M#QTOT)Z$ULO,8`W">1(F$SQ`,Z79DZV`8^!!M]0!]0%4E?N&I,7IIANNPF4A M*U(+`W12.<[U4RQYUS"-R$5:-S@IZYFIE@'H``)[>+CVMDCRO;Z M=WB`>FG3K7(WN/CX^$'/3;TPCYVW:OL'0D:G70]*ZX[N4U8ZNCRD/K"TB9): M:K$/5#O!5!.WFM=*@+K&N8WTTC_"(J,IXB0?%>@)E$S``#X9K)Q>4F-'DJK, MKH[&P/H",RM?Y;;GR'6I8>>P),V;"D=(WCDC12S`=PRHCKM^>\*!U)&G457W M>_=/L4[4J[O44B6DO",+0!D9(RD4\//6BL_#G2(R,JY.2:I4JB?T2J`0&*BA MN$@`XPCCL\E0(9;LFX>DZK8-N>V93?I8@^-=']8XD!C]S!9).VWK71]S+L M.NC[D9=O6ZD6TJ\H:^5&PJU]&&G&D@M:8.9LD"FB5P!W\+7GL%&SCP"J(D%N M:+?V9BBLDMZ:Q%'`%$G)3],4F+DP[C+&ZA&"M<$;68$J#?H6"L0#U`)'2IX< M["R#&,>:-S*C.FU@=RH55V6QU"LZAB-`64'4BK)ENX+3<&QB).4O<6V8SM22 MO<8Y^&E%R+U)Q&'FF\RH#9@L=H@XBDS.$R+`FL=,AA*0>DW$Z<9R,CF-()BX MD[9`1KAQU2UOJ'[O7X5RR.L30B8$R*`8B+B0&]MA'1_I/G70PW MU05=A6O6,W/PV7)\`PO4<7.X#YT_'S2)%D M0Y"P@,P!D9X8IEV@V.OL'P-68G M<)NY@_0D?U6Z"C4Y3%3ZU.K@.GDQ>>6+%R9MIAC=@[A%L";N>BBW5C<6'6N^ M?.PL8N,B6.,QQ&5]S`;8Q>\C7.B"QNQT%NM6_-;4K<59ZQ6$7L8\<3CI$)%0 MTLW:*1$;(4R_7&%D&[55,QYU26::ZD.ENV-ZJ;=%5R?A-/\`'+'@Y+Q/-M8( M@\5;4AT0@&UK@R+>Y%K@=2`>>7E<*+(CQNXC22$#1T](,*D&M8A&5CG%@3?MBLH.1;J.F,E_?&;VTV-FZ:=:M:![F-4V$MUEF=C8A2Z7"4^:=7(3N?E[PEM>6ABD MU28F9$D4UV"U8/UAT&$Y50,``4!$9'XK-2*.382\A,,7/\`&2SS0]Q5C@6(F0LH0F4N%53NN6NFH('4`7UM?L5MO6\VPCI.+MT4 MZ82U1"!L+,4V: M*0'U=B\GQKC?.X3A9D!,F4I6LD=HJ"74('-Z M9O#\(Y')C9$(+2HZ@.4-P19UMN77]H7%QU%]:EASND8(UOC;9((3%_HL<)#V1G.G< M$))S:!)/7&L:M`OJ%GD&3B0K,E$25;L:;),ZLB MTC),6JQG[-),.I95LZ9)"5*PK7.SR$0[A*U&-HY=!*.5DDP3^*G5S$!-)-F``9O:P/D+UV. MLJN1<'U>7[/E\_C5QMKCLB-7;_,M9@_&1V8XK#4U9M$0X3B=;J%=JQ^S+&,H MHR,F(%;$(ZBVH+.TU%R`0I@`PAG;"W1[`)?4'ZOW1;\SII6`T@_9_:MH?#S/ M_2J\EN:MI%9_F"&N=54EMK/-/0"<_595L:PV1`)`[*9B_315`],FV\6LJSE3 M]+14I0_$`F`!SV'_`&2IM'O-B-!Y?,7U'6LK*+>H$$MMZ>/_`$^-75'["HDP M5R,;;Z^\*TM\AKYR*4DW)Z5ZB5%4I*H!ZYDO5L+)5`Y3MB=2G)#<`/`YHTA'6WX^7SJ!_U(EDS:MI!4U"''\[RQ3>F8%.E1*@V[DI^ M@3=!B=7`@/B`^>%T4?.H,GHOS'YUK^KC1DWU!K($Y'I`/=QSF)UW0DBM#I(A^-OTVK1B8?$P^?(CX^_QY\<\:T9DF9%M>Y_ M.O6H#M`\;5^B+Z,DVTA]2;3*[*H/S;;]=AFQB``@5V^JZ0H^KR/X2""!O'W\ M![()R@`^//'L#SRS`JN+`?.NL50$!#@? M$!#V>T,6K4O<6JD/A_&T#_SJ@_J04#^O-A6J^-41QYF^\?U>.<\GUUMXU26G M_2T<7C]Z3C2_I%XW`/Z<0_SD_P#R+^=;%=R.?)#^5;#P\L];5)3%*8I3%*8I M3%*8I3%*8I3%*8I3%*Q?N.C2.P=?3$%`.6#"VLW$1:*/)2AG2<=&WBH2[&S5 M-V_68)JOD8WYW%HINS(D4.+110H)J)R+A)8V#QL1X@,HW#Q4D>-8G1T%+(4?25;6 M=5Z8E*3;KE>=DN9(7A(^XV78.I-SU>Y/6Z*,*F9LD@[`JT<14%B_%*%0D/*XA8DQMO>.1'!FF0]I<('TG7[590UM?V]XV^5C>]4> M.T9NZQ52W,=EN-9?FR;MU9V0C/5>SW5RM,6BJSS*2B:S-/W-6@58FF14,P)' MQYF+NK".K&\?0V^O#:SD(09=0)QYK.PP$[$H7:%>UM)A78 MN;-4VI7"4AEI[8LQ:8 M'8%Q=T=C9B;/J=MGXBJN9M:`3@:AKR\4UJ:/>2,.R?2EDDWMM*JL=RBB";1% M-OZR@-DA._J<$>*<.)7,789`6(ON>1')MJ`HV6"@G4DWU-/Z'ES9Z\ED/$L_ MW4([3KC"UNGU=7\E6B*>ZCU9K79S: M7MUYAT4C4.C-*1*A54X6&].>AI5ND*Z:+XL>)3E4`2E%VH9+NF]PK-.V0JE) M%R)94.U&($CEP"6'I8$ZLO46%M+U58WLZ3'Q$PW=98FPX()06D0$PQ"(D*AL MZ,HT1[;22=VI%9VB=>;+KMFL,+$J4)QJ^TV&TVF0EWSF:3V.QD+/%"V%DW:) MPKB&D$8Q]R5%TJ^37^!%-N4I"-RE4JY// M5UW)VN$U16=16V*<6N^1%66@Z.ZG%*_)0$G%P0RBTC*M9Q0DD1TS(D)B)B0! M!,`'N?F8':10K+&V4\RDJC,-]KJ=V@MM&UP;C7372JC]M92)`S.C3I@QXS@/ M*BD1;MK@IJ0VX[XV%CZ?5Z=:G/=NVPHZ&MVO]=*:W1U[=UJ/)2#BS.+"2U0; MJDP&OZO'PD6+.&DF\K$H1>OTCH.GK@729W(EZ?X0**83F86R(LS)60Y,0D%A M;:V]I&OX;3>0W`!#6\+FMI?;>2F'D<;A-"N%.T+`L&+1]I(8]OCO!6$;264I M?]JPJ0&RJ#,7*=UU)QCR/;-JC)W)]))/5G2:CDEBUM;J:Q!F1NU<)J*(2-@2 M44]0R8%0*<2B8P`0U9AYB8T4T;*29%0"QZ;9$<_I"V_&KSDN.DSI\>5'"K"T MA(()OOADB%OD7!^0(J-4QVZ;@0J#^FUB6UNHPM_;]K?4UQ=3CVS(O(Z?UU$3 M$6W?5H6,$Z1>0\H$ZMZBCHB*Z8)D$J7(FRV7FL4Y:94J/_#RY9E`(U$A4V)\ M"NWJ`0U_"VOGG]LYZX$F!!+%_'X^#'9F#>EH5==RJ/J#A^A8%;7]5["^/Y+[ M-K-S>;&I+O7\E9%K=M%5M%V]>:1AD*CLN3HDHX>I2$7!NI1K:&)J,1$4$R_" MK)N>3+?PNA3FDY/'R,08MK7\:V7@LA?;7]$[B?A(7L=G/0W7;Z)>9=2HK,(!V]DG4%)Z^;-4Q=(,BOOBUWJW2 ML/H'VEY/&G@DQ9%D$![&T@@M_`1TLU[#U"0G3Z;*`"!6N/P>=B946?#)"V4/ MNMX*LJ?_`"I(I24M<^AH5&O\R[,2K&HQ6O6.U-=ZLL6BZW%Q]K>W[MJI&JK& MZ+5+P^(E=8W5'\IH1PN=QG"9'!8@[^3D\9%!?MO M8R)C_;^EPI4(0%:TCKL)9ANW$"7DYIB?DS;3.@]@TSWKN0T'N*..JX>E,A6] M4#VY#,QT@8D6H*V;'8OBA7DB@37$;V^ M[&T#K"";"I&K+JS#"&G8MY)$4,5$':L@JDLIRD17OFYR.5I"(RJR0*MK_P#D M.1'D2/\`)F5@HZA=H-[54XWM:?'2(-,K/%ELX)77LC$EQ(8_FB.C,>C-W"`- MUEQTK:3VQ.\& M+&)8P^+A1Q#TDJTD4N/*I(N/X9,&UEO?:VAKJ7TIN:=LDGLRPN-4H;!9RVL+ M'6(:+V2[;[788A%Y+RU586RV;6D[;M)G"D>%J[S7]QJ, M10=A4&N*JQ*$@=&PP-<8/CJKHHG7ETA66.)A$YMX.:BQSL1&:),<)&21<2*[ M2)*?#TLS`+K9#MN;7J+*]LSY@,DDL:9$N6TDH525,$D2PR0+0% MMH!M66--ZG?ZVD-@O)60CY+YW/HQM*!@F=+\NZF@0>/*325R&:MBE&LR=CEP M2`@J)@@NF`&\!*7BY'D1G)$JJ5V+=[F^^5K!Y/\`D%33S'6K/A>';BY,AY'# M]R0".PMVX$N8H>IOL+R6.@LPTK.F5=7U,4IBE,4IBE,4IBE,4IBE,4IBE,4I MBE,4IBE,4IBE,4IBE,4IBE,4J&7=]_P6CC]MG\?=^&!'S_1E/RW_`(_^7Y"K M/CCI)_Q_.M8TX8?CA$1\.!^[S_QY2`D=#5P"0*\K93@Q```\1XY\>?'V_?G1 M&'O=NEJ6-ZGWK7G\E0/AYLBC_P!L?_%DXZ5Q3_S#53F%#`4_'M$>.1XXY\,U MTU\ZS&5`]51\N3A0PJB8YQXZOWC&$`#@>>GGRYR.;^6/G798#0>58<1./JB/ M@/XO#[0$W]/&!*! M?,0-S]^;7TK30`CJ*D,UID;\*9)Z_?NU1+_$4X;D((]/`B"8$-X<^SGPR;L# M]XU#>(CH+?(U:!$P#[/#-6 M5E%8#Q*;@:UZ>`2*5!,A4TTB@D0I0\`3*``0OW%*&3(;H*A<@L2.E>8YAZ@$ MOCP`@/A]OEF2X70U@6\:J\?*K)"8OJG*4Y?14`HF*)TQX$2&\0Y(/'B`^&;D M#H::@W%=;^LU&:&-/+5BNR1H6P(6V',\A8YR,7:VZ;E)"T,/4;#\+8D4GBQ2 MO2<.0!4_X_Q#SD-(M]K$7%CKU'E\OA6I*GZ@-#<:>/G\ZUG?4:UK3H+3](7K MK"1@_C>XY[>I6!X_^8OI`PLY-ZBFH=DB*+(@D`$TB%\, MZ$GE<[#8MLVBX&BBUO+4>?6H)TC$6X7%GOU\=2:U[0$=:8W56JS)W"4=%/1) M:=>$L,7'R8J0!YR\MBTB+!J,6,9%H'(F9!TH+ERF!3=77U!T[=V.6)O0-$(T M)&J]6/6YUZ:7J`-OD2S&VZYN//H!^CKX5IO9**HND@EDS.VRDFN#@8PR2*S. M($QQ;J(E=G(F[?D`H%.01(4>KD!\.,\WLQ"Q9-ZG9XB]W\?'13K\:]>O?"KN MV$[M=;67]9^'2M\/THK&A&:QL**4#:7+>:[I:-`,E6\:6149$"DRSHMAG@B7 M"Z,17U1C#$]=0PE2470*H`&.`!V842%9=LBD`HWB-=HNHOU8?#0V-5N?(W<2 MZ,#9QX'2Y]6G0&MW;/;FOG8)"M/EB#/-D2^I(Q.P,WL(M-["A3R@.X"#2?H) M&E3+)0KM5LLER@Y00.HF82ASED<>4=!>R!C;6RFVI\NHJJ[B'Q_:M^-7LTF( ME^5P=A*1STK60=Q+@6KULN",LQ.9)[%JBFH8"2+14ABJH#_$(8H@)0$!R,JP MZ@BXO^'G6X(/2O/(G."C3D#%Y4.8.0X$"B@?@P>`<@;GSS!Z5(!851'2@B`< M>'F/V\AR'ZO'()!ZOPK-M:\48/J3/M?M2AFL/\U"?_`.1?SH;[ M&`\4-;#P\L]=5+3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3 M%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*A?WA>#*C_`.RL MO["P/^/*;ENL?S;\A5GQW23Y#\ZU?39Q!\` MP/,/=]F=J]*W/2M@NM?_`&*@/^8)\_9R8_/'W\YL*X)1ZV_"O?,!P!_(1#GP M\/8/VX\?QJ-0;:"H\W(/PK<>\WCY\^>=6-8?:D$QQ`?\`5<>'^M$! M`>=".=?&D!X[5=* M$ZC"`@!"BJ3Q$3=72H(`(<\=/L\>,V7SQ'P\? M'/-UZ^Q'6OT1?1BCRR.I-K`=0I"L=K5Z2+U(%6$RK2NI>F4@F.F*!C`H8.L! M$0`1#@0$<[,)3ZQX%@?T"JW/\&/4`@?C6[QP1%P*)W223HS4Y%&IG"2;@S54 MA#HIJMC*E.+=4B2IB%,3I,!#"`#P(@-B+C0:55VO5@.=::^=#$B:GPK88.]. M]G1H12*\&1/8<@E+HR%P=I0CB/2EYJ1)/O!E<$<*.!44*90I#EF$THOZC MJNTWU].FFO0:#I6.VGD-#?\`'SJUG.L48TT,G`W6^0R*6TIS9TPF><)-_F%6 M>+..)2DO%9IL[584,S^9*LW8M!2%F#1!-(Y4RB433$W+*I.P*-+6M;73]K3J M>MS6=F@VDCU7/QOX?*J2,'LZ-!J1.]P$^"VRIJ@KI%!43ID,(/ MJN;CPUT'Q&FM<(&=V(VGJLG)T)B]4DMN%@3'K5G9K(0>NR2+Y6"OLX:;)%** M/W*#-HF\BV17"R#A[PF*B:9SAB%(6E7:YTVG4=6N+J+7^-B;:"A:2Q!7J&Z' MH/,W_(5/9/<<(A\J)/5N\UA>?VY-Z9J*])\O\R8BWBU'*4HX!TB9O&*LT M".7:0@(@.*5V8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I4+>\0>EA2!\_P`=E#CW?A@O']F4W+=8_P#E M^0JSX[I)\A^=:M9PW+X?#S$_Z.!RDJWKJ;*`(E`/'@0Y]GCQ_7QG3&Y8VK>] M]*V&:TY_),`/''+!(>/L'J$/V9..E<$W\PVJH3/B!_MY#]8^_-?^M(WVBH]W M`2E]4/<8>?L#@>!SGDDWJ-/&NZVE8M8)&.H;@O(BM@ M218%X*4YDP4#U?1`.5#F-R!7;?O'.>7J/E6 MIKP"8?/GD?+Q_P`/LS:/KI4L:;C:NU,XE$!#V^/V![/=]N35EA8VK5?]8/8: M.M^UF"LJY/5<)[6CFD6W'GAQ+.M<;/38$.(<"")%?QJ#["$'VYO#I./E7-D_ MR?\`E^JM1_;]NJ1VII".F#J$82>NHMS0W[9NIZ1F+%=)_)0KX3"<3D3D%)%P M4#CP`'$I`\0'GI?4-_\`C;]5TW#H17Z)_HNKI+ZLW8H@U(R1-L.#`C M5-0ZQ$Q)5FA3B"B@`?,["EY_V4FUY_4`9)CFTR'_6/SK.VZ,?)#6Q//651U;TA4:I+'B5)6L5Z M34@;"%N@CR$+&O#PMK!!^U"SQ)G+90T=80;2KI/XU'H<^FY5+U\*'`=@S"]B M=1;\/+Y5BP-6&31VOF?R@(1I-5E**V[.;Q6;URRST4WGM@V8+(>PN[*FE(&" MMO\` MO7I8;MUP\2C5'4VM`C-[8LVDH!*SQ4I75[!L>J.[.TD82#1E6C9231=!39%9 MD[2`S5\V;^J@HRAC;6P-NOZ16=Z_YV_&K\C+-79I-PK$3L1)) MM)R3K+I1C(-7)$+%#.5V,=M54UVX_Q4CIF`Q0$HYH58=0>E_P MK-P>E8<[G=_0/;1IRS;5FV9I5:-^%C*]`IK`W4G[-*J"A$Q8+B4_H-^HIUW* M@%,9)J@J<"F$H%&VX/B)>;Y),"([0URS?NJ.I_4/,D5Y[W3[AQ_:_"R\M.N\ MK942]M[MHJW\!XL?!038VK3-JG;7>'W73$!.5+OCTSK.YV!].#$:)131;3T< MC$KOE52KUY2MSCZ1:N(IB+DBBCA;^Z\&Y(?KX^E9_'^W.`C>+(XO)GQD"WGZ MJ;V_:W*`03;0#7SKXGQ',>\_=T\<^'SV%BYTC/MQ=`ZA2>J;')!47N6/IUT- MZGYV,=X+W>DELK5.P5*HXVQK"1>G>V>H$7:5C95:BY-.LKW6-0<%.LW4;+MV MQ%`./2=!PV,3H`QDTO(>ZO;D?$I#R&&'&!D`>E[;HV(W;&(ZZ7M\B/B?HOL+ MWI+[AER>'Y(Q-R^(Q]<=]DR*VPR*#T]5K^!#*1U(&QS/&U])J$'>AWW:V[)$ M=0I7BC[4V+/[PNU#4-0<76U35BC(D)E9FWAFBA'2YSLN1(5,#&'I,/' M`".7_!>W'E>KK[9^]OMV[K=*0V^=:7=O'TJ4L4S2W:%\3_(L_7[S7')&<]39 MV&L9F+IC/QRZA!]$0'U454U4^I-0IA@Y?@N1X3//'9J#[@('&P[E9"+AE(ZK M8'7PL;]*GXCG>.YO`7D<)SV"Y0AQM97!L48'HUR-/&XMUJ1BEWI:,NE`+6^K MI3JRK1%&%4GXDDNJL_12<,4DHTSL'BBKU!M4K"J+7!FS.E'M'+A%XFKP#A)(!`1N(N&;)Y M/'XS"GAG?(:)=ZB4(C2L$`?=&K#:2-Q56&OI+&J>3F5QN,R.3S8)H$QUE;8Q MB+NL2%R4VR,IW`':&93IZ@HUJR+/]2_0%![)=/=\E^9W.O43>L1KQ76U"9P@ MV?9=GM^T8U:2INO(6!KRKXDK:I)%LL/0@H9,B:"B@FZ2".=D/M3E,GGI_;V. M8FRLRJY8'C2812E8253!HJR2=$%=-9(XE41.4.W,]C.8 M,K,RRQRL44Q,%*FQ'JW%=""+@BN+"]\\3G96/A0QY`R>H(KV(=#>Q!VFQUZ'KKY:$5YW.PZ M`S8LY1Y>:_E;K?X5J98@G=++VK7O<6MYWZ6^-8WB-Y).]J[&H$]4' MM/J5)BJ$_KVW9ZU48E+V.\O$+W%C<6ZW'A:VOE71W8M@DW+L-K&XL;]+ M'QO?3SK`W=7WAZ4[/=(+;ZVK,OWE1=3%?JU2CZ5'+6VQ[`N-N6.VJM3I,3$^ MNK.R\XJDS^ M`EC3+,;Q31B2.2-M\;J3:ZM87U_4>A%0<'[AP.?BD?$$DS M+<^'ZQU!J5B-[I#AQ%-&]RJJ[J=("L(V1L,0JXF4Q<+-`4BD2/#*2!!=-U$N M40.'J$,7S`0"DV/M+6.T'4VT%^GY&KO>FX+<;B+@7U('6WZ147.T+O?U7W=Z M$KGKZ]:+AL"EQ<%LB8K4=-KRFO+A*4V5%(S*7=Q[HKE_%&42*DJ1D`DVAMR,5(]+,#<@VL2;>%3-RDJ[IBE,4IBE,4IBE,4IBE,4IBE,4IBE M,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE M0M[QPXBZ4I[`6L1>/;R9.&'G]'3E/RW_`(_FWY"K/C?_`"?)?SK5?-J?W\0X M\`ZN/9Y^?/GE'5O76V'JX\``>>/#P_L_I\?'-XV"M<]*V!M6P[6INFBU\3>' M^;4N`\Q'][RSK4@@$=*XIC_$;6NV;4`I3B(B`=`CYC[O#]6/#XU)"+C7SJ/% MP//M$1^\8 MB(\!^G,"L?M5*VE1SPBB)$D%4Q2(FD;TRNR](II@41ZV2RA##U!SXD`?'Q#G M.F$C;?QO44KJHVMU-9A;I.2FZ3&7Z@*8/'XD1Y]OB9H93]G.2ZUR:7OX5:3G MJ2DD5S=8>DY(?J."O/\`#4`PF$5>D/'C_4^WRS&E9&FE7O,IIG3Z@X$>.0,` M\E$/$>?#S`0\LSXT-NOPK&SLP$.8!_U7'A]GCG/+?=65C9Q<52!$0*80]A1' M]0>0\^`\!_P`6=$=R@-8/I-CUK2C]>A4$^SRBX2J%#W_`(]:;LKA:*TUMT)%2;^.@[+' ML"6!!)84&;I2-=&>18O#``"86[DQA+^+@#&$?$>..M^C?[&_57#%;=3;FX\AV+%>(#X"(5IJ''Z.!SLP?K M;_'A5;G@BU;K./#G+*^MJK]OIO3@/?BYK%AYU29,>!:"`^/J*_[T.1R_2:$" MU6V\.4Q@#QY`..?O$>>/MY#.4Z:5E0>E(#@;'72__K!"!_MI-K^G)L77(3_< M/SK$Z,D+:]0:V)AY!GK*I:8I3%*8I3%*8I7`Z2:ADC'3(- M_P`:U_?4-[:Y"?[3;;'ZY_,LZ_K&VY'?\E%R\[-VF4>A+&M06QA!J2SI\NRA MX5M;UW3.-0$C9HS9^@W3*`$(/L/9')PX//*7&G62V&M:3>W?;&O]$:DWK=&\VL/< M-Z7I26!L9BQD/AP!%D'J%ME^A+7N1XMX$'S%?`?;?+\=P'#\AG+(?\`V.>/[>!0 M#>-'MW9=UK`VT76X*]+-4V/HYZ?MBNP[QO!PR>1]*CJ:]H4._4163;3UAFIB M"D7*3/@"E?,H-E#@+GI$"D5<(^(<#QYC^Y')0##BXM2#E-('(\54!@+^18MI M\`:]U_97A^]E^VP(+>=@;UX'WKQF;R>=Q4> M&9T"Y;%I8A=H@4MNN00OE!R_%ORSRLQ6.WJB&UFWV+#5GJ)6AE=F9U';DV*RJ&DOZ9O4J[+A6VL&QNGJ+8>R^X#8VOXCMXW MS=.^F#KGT+XW6>RV-;MI)3MPN=*[0M9N]\2NU9YTJF2J+SB54$YEY1-0ZHQ* M[L#%3;+GSL/(08G&19$F7CQ^W6?EB\9=;3J^3)VA$H^JVXZ*?V@MB2*X_P"G M397)RX\>)D2>XE3B0D@1KP,F-'W3*Q^F^T:L/V"UP%-5J]=E_<4RI$J7;_9] MW#[&UY/;%^J;":KIE;HEG?+U;N.VS2JJS[>-K2U8BBM91:"D9:-9?`/SE6:" M$8H8"F206*:.#G^.?(7[/D,:+*6+CS([2*-T$;,9H@QTN`6NO7U6/U5)/[?Y M%,=OO>/R9<5I>0$:+&QVSR*HAE*BQL6"D-T]-Q?;6\?V*+Q-AXU]"SN/Y* M/V9PDB8\LD_'Y.)/+$%/I8%A<6N!P,S!SN0BS&:#$+H"&1;9&Z2&,[V[NU02VT*+$::FW'R+ MUN8@+N+&X.N@OJ1T_P!J6\=7]J.\ M7K3MJ[@[G>92K:2H/<5I:_=M6WZIJ^&DZSNP+-)[*F5Z_LUC*]Q>PZHS(4?A M6XQZ!HV7!4Z9`:.$Q]SG<[@9?-8X;-QHX%>9X94R(VD(,6T("4(QT;S:YNM@ M3<5X;!X+.Q>%R"N%DR3,D*31/CR+&"LN[>0'#3NODMA9KFUC5ST[L"[@MA:G MK5)V%VH;L?UO7%/^LG):]JECU5?J;%SH!)*_&!V65&W*LK+/N86W`1Z.UAZ.H M`-JE@]L\ADX:0Y6#.8XDY,HK1.NQFA5H-JFY4F35%N?7T)(O5P6CLE[L[Q4F M<9<.VO=UA^=1WT7XBQIOZ/:_C7T?K32=YJ6V$7;U%%"23-2VSM&/EU2JD78B M8O!F0)M/*%;2+8&25&CL+V]9!9?!O"]23>W.6R80D^%. M^X<6&O&UR(XG62YM?T`A6\5Z&U8XV=VL;2TG%7`G).S(`;>C=JKB^JL?#7=3M/4>U]B?1"^D;?-3:_N&T93MBV'V,]T%MH M-!8#*W>R4+7=5GXZRI5F(*JDO*R;4+:B[],G48$D3JB`%(8Q?!8F=AX_O_FL M?.E2)P.%R,&)Y6Q)<2=D07=D12& MVKXD;@;#RO41_JLV[:&]>VF2^H!JGM-==I]SUOW/V[3VK+3/5/\`)FZ.Y/3W M<[I^5TMG*0S@0-R@9,]Q[,Q\3B^6_\`7,G. M7-@R,1)9%0[HH9<>42H@<.RLH`8L0%\--;U3^\\C+Y3B?_8\;!;"GQ\MXHF< M6EFBR(C$[E"BLK$E`H);QUTM7BBOI[.^W'O'K.I]J=H_<[NN0:PGTVX/LKW1 MH>;?5FMZJE-34LBG==-2FPU8J?J5/@I'=DF]LTXQ=M2JK(*K.2+-OB?6/))[ MG/+<$^7B6U5VDQ&YM+]Q\%J-& MK]X%413J.@K3N*TZ_P!SV_N:O5LJK]GKB.LM1?56S[%K"\.WAYYP99L8`*84 MS(HJJHW^+[CXJ/,S'P,G$.;OQF]4ZQ*\:P(I'<(8,$;<60:_(D`T&5[N:9U'7K!,3]BGX+ M6-"AIRP6MB:+M$[+Q=5B64E,62,,JN:.GY-Z@==X@)SBBX./Z\HZN:ZVAS@<@<_VAY\O'P^[W9)&`6L= M:R+&M@M!=@E1:Z'4`#\L1X]OL$?;]^=0``L.E< M/,/=R`9%(64@WTM4\*V'J\ZCM8)$7*H@!A,("(])>1$1`?#P#Q'G.:I3?IX5 M(+7%&2C"(/Y#TEI)0G64G)3%8E,'^3#CP.L("'4/]D?`/>.\85G`-0RDJA(Z MU(F-(5$$Q3*4!X\3`0O(@(!XB(@(^>=04+HHL*Y=Q87/6J^542_B`P@;Q\2\ ME']8>7.*TJBOT"GY-P'(CU"(AR/(^`B(^8^69'G62+B_C5*!^)2_#*'#T^`` MG(^)/'@"\^8D\>/L^[,%EW6OK6P5BFZVE6X^_&H(<>(#YC]_'N\,PVR_JK*, MRC0V%4%900_`'Z1]X"'EG,WE6`2NHKR"`B//'A^C.F-UVA;ZT7U2>KQJ+/=_ MVB4GO4UE":OO]GLM6AX&\1UZ:R%638*R"LG%P-C@&[5];RQAC8BZ6K6<'^C^:-4;':_]8'9O"W(BI^3:Z4Y3E`>DP`6Q M`D/'EXEYX'S#,EY3]3&UK>'0T@@Q;^E3NN.O_:L\MOHW45-)NDGW"6\I&BB2 MB)#ZLI*H@9`X*IBJH><%9P4%/,%#&`WD/(>&5IPKG1C;\*[3R#`D`:UL`[6N MUZK]K-5L-=@+'+6Y]:IXD].3LI&14"599M&M8B/:L(*%`8^-;-&#,O5TG.99 M8YU#"`FX#K@QUA6W[7B?.N2;(:9B3]/EY5*$%/8(>'Z\G*@F]0AB!:N/J>/' M`_MX_7QQF:UJD29A%1G_`/"+>'_H39'+]!IX&K;=B/J>7'`\!]HLJAIBE,4IB ME,4IBE,4IBE,4J&MU[&>WV\7!QK3R;ER5TLH>JV9N==<%16.LZ0@=@0 M$(Z76.83'.9CRH81$_5SE]![HY_&@&/#E2"$"P!L;#YD$_YZ5Y++]B>T<[*. M;DX$+9)-R1N4$];E58*?CIKXU*ZN5Z)JD,Q@(&.C(:'CD2(L(B%C6D1#QR8% M**J,;',TR)M6ZKD3K"414/UJ&Y,/AQ2RRRSR&:=F>5CJ222?F3K7I\?'@Q85 MQ\5%C@0655`50/@!H*KF1U-5G7/8-,UXR9R-UL4?76<@\^7L5Y`ZA0=O0;K. MA;($235445!LW.<0`/`I1'V9T8^)E9;%,6.25@+D*I8@=+FP.EZX\SD,#CD6 M3/GB@C8V!D=4!-B;`L1[8W1O*G4UK";5[AOY=?SDMZ4E-N7-W_E+6G50UY\7' MOI-U#1GY:KCU5JG\`V:^L4_4OZIP`P=$_(9N3B08$\C-AXV_M*;63N-N>W^Y MA@U2Y_?65Z!Z2AXCQG*J.]]@)L+FPO8#J3\/C72\D<=NXP79/@*]>:UO3%*8I725RW,X59E71,[0101^)G:%I5`: MP4W`O;Z@;$7-B+$>!JGY?@.(YU8TY:!9EB8E;EA8FU_I(N#87!N#XBLWP!== M:V;T?4591@:DS85Y"$H5&AVR;%I'UFJ1I&K6/B8YJF"#&,B8QD":1?P$`B72 M7D2B&<$@R\KN9THDDN]WD-SZF-[LWF2?$W)-=J28.(T7'1M%&^RT<8(!VJ/V M5ZV4#P%@!6.]V=K&A.XRQ:?M.ZM>,;_+Z%O"6R-5?-I2P(1E:NS<[%1K/JP4 M;+,H.?=,UHU`Z)9)N[31$A@(4"J*@?HP>6Y'C(IX<&5HH\F/9):WJ3RN1<7N M0;$7!(J'.XGCN3E@FSHEDDQI.Y'>_I?]ZP-C:P(N#8B]2"RNJQIBE,4KI;N& M[M!)RU71A!\C7?F*VIBE,4KR,W[*0*X,RA^1K1)(Y+F-@UB0;&]B.H/Q'B/"NII+1K MYY*1[-Z@X>PCANTEFR1^I6/E5#-*DJGLI:- MD7,NS8O4'3J!D$HF901/U*1TDM%1DXDR=%_\6N>(F6K@`_\`)+D'VYNT;H%9 MU(5Q=21:XN5N/,;@1<>((Z@U&DT4C.D;*SQMM8`@E6*JVU@.AVLK6.NU@>A% M5#-*DIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4J&'>= MX5>HFX\I63+_`+9HW'_O?ED3N7Z^%2:@UB8C\S MAP!NH1$3^?(CX<\<<\\YI6I_RK/$?L%&"E1C%)Q=LNF"0F*NQ6?H@"A>LI.L MG1T"*9@YY,/@.:#)A27:3ZA?\JW,#R1W\"/.I"5^_J2:::;=[$O#"4H@()*M MU>/(/X?2H/B(YTK,'U3I4#X^S1[WZU0X\E(A#IGXM\*W[\)7MHP\JSBZ4]0.2B)@'@1,//(^X1^T M`#S\O\/;FT?UBM@2I!'6K6L=Q M+6G$5'M865L4[-F=_+8>**EUF09`W*[?NW"YTT&S)JX>MR*&$1.`*]0%$"FX MLX(.\'=G6.*-06)^)(M_E4&1R`QV2+MM)/*2%5>NE69>.X.LZ^U9,[3F(*PF M9P$JS@I.!3&*9R+&8>2[.'^'D963DF=9B639P_3,N^A(VPS4,ZKT6XLE137_`#K7 M"DFBLGOS6E/T1CI0/3Z&TLDX8B873-VDCAL2:,7D%F`O;QMX?I%C6RSQ,P0= M35F+=Y^I6CJSM'A;(T4K5H1J!#.855%K89L;I7J1(LJX_.H#*3KC8X&5M#+:Q%_P`*PN3"6*ZW%7=VX]R-4[F*4M?Z5&.6E:]= MLV8O5[!39[X]9Q'MI)1$Q:C8)[Y8Z8MGJ/K(._16*94`Z>0-Q%/"^.W;D^JM MHY$D2XONK-TDJ)S-?#C^(KXASX?PASENW6PV?1*=#6B64VRNMQ=%DK!"GG()D M4=47=!,)1L3_`"*+UPJ1`JO2<4S*`)2F-P&7?$RXL6/EC+WF)HD%D8*Q_BH? M22&&@%R+'2_3K7E_<./GSYG'GCNV)UGD.Z1&D1?_`(\H]05D-B38'<-2.O0Q M?;M]L5RL45HT<)13"/*Y@$VU3I>P&[!BT?+J&A% M.HC:=<>J\_BE<^B>WF^SFEDVE6E01+$3LDO`$-B=[Q@O]._3RB%P MKI-'G):'K3K7+5-Q'GAI-1E-&D73-TU.4NR6;M+"'D$3*50(%[>TA[AV'#CK+CJH;+82J/_XXP""@\@93(OGMB4^.MKP$W)9. M8V/F,YCX]#CL3_YI2P(D;74B`1/T`WSR#JMACU5ILJ8VCL"G1]MLI75D1V&6 MNV9J66:KT5\DYD)*EN+S5I2JJ0J-0AW3-!G!.V$J=6<0$RJR0`<"H3J<./%B MRI(XECC[5T]#&7PD(<.6#,"69&6T9T!!`%_ME_B1K!8D MQ!HFC"%$("+)&Y:8>I@P9C5$D;EL?9VOE=NEDGM$BIZPQ,(QIDZ$W'5OY+2Z MQ8XZQIW&SUZ!L4W6$76UY)^="1:-54I)"%BDR"5%VJ<\S8V)@Y/].1(YI5C) M,AV$AG92A5795>T07T$W4O(="NG*N;R/*X(YJ22;'@>55$([@!6)'60,\2NT M6Z=GM*!9UBA47#V--*78K&;V)>X&)V`RV59>U;29X-K:!K8[U:5(V26=Q#=4UI3O+8LY<-:UAO\OD`2:`^ M;E(\78NP5Y41(L@DC!;"B+&5(CD+!*06$84GT[/0DCC"-"%N>L'D\ M@(()9UPWRX`0K2EU'K[O\26&,E&&P,MCVRIU!:RWYJ9IL.(MNO596R7>:92% MX[G:7*M;!\`HP:4J@;"LT)JH!*SB(]0%"P4"V51=JG45=B\6,4BS,8RR9+QM/G1N')*]N* M9UQR;CKL12')W.&))8$6\VR:W:8K=&Y[M4PMJ"[[6':XPDI"!![(/D:TKMO; M['9JU5B"MGK5_8H2C,TG*"7HK"B=18A6DT))L0+$A1<1\IBYD7-9V=A_9]U!P-7M&QTM6RNYJS%Q%G728-K*:!+.D@6Y2)T;C[2*-I+,'9D4E79A,4R0HJBJ`=)P\0&K MPI(8\3)F=8FR!V]FX`V]7JV@Z=.NA%O"K[E(=,0][N%&*WM&-H9 MAJ-=000;]#41G<_W#.8RH%?2[EBU3UVU:5V6EG5EB9&5O+6TW>,D'3@UR0<7$G9L5$D&SE-RX5*W6'P:WC0\4)';'$9?OW9;(5[91"`I>5-J[BX+ M+57)YXQ1)F-,L7V@"27E#]X22JQ98H).X^P1$(]@WJ*JQ+;[ M)?[1CHF?DITVIGSR&BKE*PC%5LS3W:ZJ:3-U7X61>`A+-M4+N5TE!7,V`Z5G MZ&8N`$RK9/C*X*\>7B6+^H`,5#$'^"'ZL/I,WP\8;M:^TFR#2C5(]V5Z^L M4=:8M$S2;91C1V51PXEHLZ*I634`$IW*9$B^`AFO(28^3[C,N84.&\H)((L5 M/0DKK8_M'Z@+GK:MN'AS,+V6L'&K(O(QXY`5@2RN-&"JXM===BVV%K`Z$U;, M].%2KT='4>R[/?PTO=HYA9YZ_.UH*LL%BU&64=Q3R8AZ%*2Z3F:GO3!RDU(B M#:;*FAZJ"0E:+9BA8RL^2N,LJQ$JJB-MWK`O;N!/2+FYN64="#O7&1DHL$<6 M$^:^.\X#O(9DV?PR;;NT9+.0%(6RHYZJ1VVM)6T;=-"Z>L\Y)VR2EQK,.SE: MJ@WFH"T29 MIX(5A2'N,>X2C@*44[=ID#(JL3M=-Q).WU;:X(\OF%QL3*R6R9S@A-]MT@37:4+%.9$BVQ8IS?U9$8T4&JI33C5B^B MUA2$3&%!/K`@E(<SL5F_CJ9;[=H-GLT9N;7`O\`LFUC2$GL-IM9!-9]8;+'3,2=L>$1 M1?QTE`12^L6J"Q7<"ZJ#VMV/6J5I(=XXEPE6TB$X\(S*0S9(459ECQ7P[@11 M%#?=Z&,A[NEF#]R-MN@7:5*+N-KWKDDESH^1VDY$_=`&W^(@B7[?6ZF,Q2IO M&XR;PXD?8+[2M6JDWVBIKRR3Z4W>HZ9HW;5V]6"HPL>FQ:1JU_3@[.[GS+1Y M8D5W3M15@@V=M2*II`@L)0(0_IJ$ZRW'?>)$RP-#+FY"NQU/;+*%.Z]P+$E6 M&M];]:X%7F/Z;+D(^4F1!QF&\:KHO>"R%QLVV8DA5=""+6%@;&KEGK1:65F; MFF;/L&/O+GN5J]>/`MF*1*0;5;G<2,;5&[-,EJ)Z"[QP#KJ^<*NT/4 M`$@0)##!CO">U'`V(,%VW:&3NB(ER?5NN)+A1;;L"D"YO73DY69%D#[B;+3D M#RL:[!<0G'.0%C"V785:$J7.[>9"ZDV&T9EVN\ER;$@F5>4C7(?)CX_L'880YO-NU#[%8W"[3&I] M+$O<,0+1>@=D[(2T4=Z\D+@_L=[[/=`6.@2$?&+2*DC6ODDQ5:M%"#) M(NG\>XD.0$J"*J2IP(F;D;Z;#P/ZJ$585@BY'(60$JH$8==@()%UL&"V\;BO M)XW)%E5V+2F-^ZP900'N49R2#8@G2L@.WEE9V2Q-K@^N M5;U:OL7=JSB4I\81%\I8B/:&:BMY-RE$NDFT,\9.9A=JL8O4\DTDDU%>1*DX MXMN.T"G'$,F>((``Y!&WU]RP9@NX'8"#]*W('4BS+9D>6ZYC9,7$G*RB6B5@ M2UXNSN**7"$&4@C1W"ACT#4,I=E,=IVMT);*QU5+735:\S8WR2K&[3MH-IS7 MS*JMKPR90:18.EKV%B5M8';)$'"3UT5,B+=)-19*1OL7XZ-6*'DDBE`71HU' M>D+[=2&DVF\8)VV%P2Q2H4/*Q\U-(@E'"29$!9[,LSM]O"(PX*@I#O%IV`WA MB%*J@EK(][DMDDEHA/<+V8J%=&KRJL2OH91[8&SR^A+%38MY!_8ZB#X)M"/% MH>#9BV*@^>*N2'*X*F!`X,2/'..WV(CER>X+]X(EDV_LAG*VO?>U[J`INMR: MM>1FS!F)_5#-!@]ABOVQEDO+N&C%(@]PNWMIMLY+BSD`5C:ZN-GP-FVJXKR! MF5.G]_,7-GEY]>Q0B*C)#M4[?VL(ZGI2NTVV/XRL*RL3(HO')6[0A)1NV1%P MGU&24[H?LI<2!'*G,7$L@LC`'[K(+"SNJEMI4@$FZDD`FQJLR/ZGC\AER1JX MXY^1!D:\D9(^PQ%0[HXW<)O#ABJBSJ`6`N#:VPK3OB'UTJ*DE).+C`ZGM]PJ M,T25LK1&TV.'GKH^KD="01M4L'MDM$+78IF68,])#,7K1\V5:)$*J==M+A8_ M&R9:[UB$#Y")(#L]*V0.V[ND*KLSE>V24*D;C8`\_)YG-P\>_;:')+"R MB0=Q]TIC39V`7>)5C#B4*LH8-M&YB,TV5OL-.W;1M["Q71)2N]TW;Q6:I`H% M8'KIM>6B'[;(38YDV:D0J\=L7[2Y3IW*PN!*V69@HEZ1DUO4X83A&#'@=8;- M@9#.UAN[BG),?JZAO1&`.I!`-P15IDKR8RLO+CDR;Q\MAI&H)V=AUPEFLMK, MMI)BQU"L"PL035R;RG2L]O:L@I>R7*!J,GJO>4S"+?4&=B-K.=VO+T,6FN@M\S M/0@'N,))O-DP#*Y'HK0*VTX9%`(1@FQ0QVFB,I"QVFYNZI4;SLLU*4VUK"+"3$&"6".[7 M]4;+8IO%8M4JVW%5+(E+D79HU]`KE=-E&LFZK/P+Z)>3!ZJAU3=6_C'REC,> M,(CGRQD@6M#Z=OC:UR2K]1T!VZ5P]OFX^/>59LXSKQ./,`23?)]>X6VWO8*' MC!"F]V7=9JV6YXNOIM,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE0M[TP,%2J1_[ M!9F0*;W=1F28E_3P4W&5/+?RD_W?JJRXP7E8?Z:U"3;@"R!B@(>WP$0ZN>?O M^S//-UJZ`N*XM7("8/$1X$/(`#CW^.`?"GYU,B,=G)380G5X?+&I@\_,2%$? MLSJ#@1[3XBL`:5@&ZO#J.2DZO$R@@'CX\>(Y!0]:HD/R8Z?VJ$#^C_%BME0N M;"JS.?BN#\>>>E5`OG[FB/L^\-Z[8](P/A4BM9@;XAN)?#\).1X^ MSV>WGSSOQ!>`_,U"X)N*LF^[":U6\R\8O%KOA=/7CQ5PC,5U@1DBK,*L`568/!;E4`1%0B9B#P(`/4'&>TQ/5CHWPM7B,IA]RY\C;]%6C+;$K3M)5)]( MQT,\Y.9..>34*[=JM3)(+H/@^5OWR*2#E)F80!02\G$H>9 MB@-=E$D?*I8%O,5'[1_1_BU;FE#F*B3@W/2FF'V#QP'/V\Y22*5-_,UZ"1@S M7^%4LQO'@!\/L^[WY%6NEOC76/\`AXYO&?X@%;A#MW5:5AJJDT^BYB+E5H*P MPZ4BW8R*;5)XW5;2:)$UVC]HH='XA$%D4SD,)A](0-TEY.(A:XV2L(>*5`\$ M@LP\?&N/)PGR-L^/(8LI#Z6\!^%>)QJB(DZA,U>=4:6M2P3?Y@FI&PL#(E=2 M@NV[A-R@C"/(QW''9)-$R-C(N062$O5Z@\B49),KNRJY+A5%@!Y#H/PK./@O MB8Y2-@V2QNS-J+_#3_%A73!ZH9Q,,T@6U:U>SCF$I"3+%NUKT@9)I-5Y49&( MLZ8NG2CE:R1\\LLZ*L=<%5OB%056,=50YLRSPN;CNV(L=1J/$5HT.=8=QHB/ M@&Z_HI;M,5J\QD+$6VIT.)"S7D[AZ&XT\!X^5JD^UR'12_:[8ZZ&]K^'_>KI M4U+JQ:&-`N-?U-U#?F5A<1C7,0UX)5=Q(.ATJ9(X4TVUZ:#J_7FL6KQIK^JQ]5:/P9D=-8]Q)*H*)Q MR:J3!)-*0?O2MD6B2YRID2Z"`!N./+B-G=M&Z5E@G[(UJZY)4"BWX\_4.'(\ M MO"8.`\0^;,_+.O&'_P`A/]P_.H<[^0?D:V69ZBJ"F*4Q2F*4Q2F*4Q2F*4Q2 MF*4Q2F*4Q2F*4Q2F*5;M6J=?I40G!UJ/".C2.'+LQ#.GC]RX=O%C+NGCZ1DG M#R1D':ZAOQ*KJJ*"4`+STE*`2S32SOOE-VL`/``#H`!8`#P`%J@Q\:#$C[6. MNU"23J223J2Q))8D]222?.JC,1+*>B9.$DB+J1TNP=QKXC5Z]C7)VCU`[9P5 M"0C7#208K&24$"JH*IK)C^(ABF`!#1&*,'6UP;Z@$?B#<'Y$6J21%E0QM?:P M(-B5.OD5((/D001X&OD-#Q=>B8Z"A&+:,B(AFWCXV/:)@DV9LFJ146[=$@>1 M$TR@'CR(^8B(^.9DD>5S+*2TC&Y)ZDGJ36(88L>)8(%"0HH"J!8`#0`#R%5+ M-*DIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4K'O\JZ)^<0OAH54]D*X%ZF MJK-3RL.A)"U49#+MJNK*'JS:;%JLH07J;(KOA4_\3DYQ'J^\R>S]ON_AD6.@ MN0#<*6MN*@ZA2;#RKA'&X0R?N]G\8,6&K;0Q%BP2^P.02"P7<1U-9"SEKNJC M5VOP]3K\%5:ZQ3C*_68:,K\'&I'652CX>&9(1T8Q35<*+.%$VC)L1,#*'.<0 M+R81'D8EI78LQ/4DFY)^9UJ''QX<3'3%QE"8\2*BJ.BJH`4#X`` M`56TS*Q'@2H8*?P#,!\S4+8\+9 M"Y3*#D(C(K>(5RA8#X,8T)_VBJSD=3529R#B[)$O829;"[C)!(J3E`J[EJH( M$4(LDH@[9K-WC1RW73*HDLBH15)0I3$,4P`(212R0N)(B0X\?GH?P(T(\1I4 M4\$63$89U#1&UP?@;@_`@@$$:@@$:U2JA2*S0XU:*K$>JR;.79G[U9Y)RLW) MR#TR#=H#N3FIU])3,FX39M$4"'<+J&30133+P0A2AM-D39#!I3>PL!8``:FP M```%R38`"Y)J/&Q,?#0ICK;``\-;6W((95\L+P*?\`5^HU8\8X6&3_L#Y5'T_ M36#;:;^^EY\>3&\?=P`_UYI6-;FO/# L0!'Q<)?J$Q0_H',5-#U/RJJRY MN;=)>X'"7/OY^'3`0'S\ARGFOW7`ZWKLBUVBK3U[N;:+/N0>ZV1J;&1UHJ]H MK0EU5LD*Q>UV2DP=*R4,E5UB)RTZ1XV8IAZR1E!2.[ZNCTT51+ZB'$@'%I/> MTY7I^'7YFO.MGR#/R(D&Y%8`?#74"LS;2L#^*MLRBT>UYH51Q*KG+-1-=E%E M3FE'IO32-,7.M+)I'19F$"^D=,XIB/7R'2%]BB\"`?NBJ')/\>0?ZS4=;!W$ M.XA^>K*5]6:6357/Z\6VA()F1DV3*/22/86:?3,+%!(ROK`1$*;/<*K`_4>E=^&"SJPZBMTJXB`%`.>.D/#P#[N>/#*= MF\_*KI49NE4\Y@*`^/C[..>.>/?FM[]*ECC-_5TKH]4WN#]O^/'C?QJ?:+6\ M*[RJ`(@/4//Z>?\`W../9G6 MK!OIO4:F1NE5$A@$`#R\//@>!\//R]N9_.LD.>M<_#V#^GC_``\LS;Q\:UNP M]-?/#V#S_A]N9K!!'6F*51Y@_IE;&\`_C&#D1\N4C^X>?'(Y?Y9'R_.MHP"X M!Z59SI?K./M$!\!Y'R\?Z\YU'C78H`Z=*N?6D>K+7^JM4BF4].:8R"H>P$(M M8C]4P\_V0*WX'[\ZL-2^2ENE[_HKCS](+^'3]-;(L]-5!3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I M3%*8I3%*8I3%*8I3%*Q7NNCJ;#UG:*RV*!I%=D#V)`0YZI.-4*]:(A_J?BS( MBB(^P%!SGRHN_`T?C;3YCI4L#]N57\`:_.=?"A$NW"L@!FIFQS(K)+%.54JX M*"3X;T>D5#.15_`!`#J$X\<M>J1A:_A6)1*Z<.TW4@F**@%,9DP, M)3`P(A5J:FW^9S\1%G5! M\)A0^-?MFQE>GH#GTP5YX^S(Q.Y/A6X14NRU,^7?*DNSEN"/J(KKK\K%$_*9 MD40`!$03,F!`$H%$#&*81,'2`@!A"$JI[DA^H5+&6$J*/I(U_144M<_,I?OC MC.JOZ[E8F$4J-B5L,I*Q+'95?EE55:\U4K[`;"E89J*EF4RNW.B:*.Q;E%RL M9R5<$TQ]9#V?Z3&')W[/`?"O(`@**O'DJ@4%0(HFHM20,U3!!&?V594EC(G M.()**E$P+&(<>>GTQG:-U0EB"`/A7*9$[JJ%-C6+T[HPI:C:1C79[DA%V!D[ MC7I4TR(RZQ#$DRG=OF"`1[=!4HI(IF*7@1`"E`QA\:'/VM'OOZA5U@Q%IMB@ M@$BU_P#K6?3]\=J'@?Y8,RCQ_:GW``'W_P":^`RADE(.EB*]`N+(HT(KPF[W M+:(B(:T8CX>',^Y'CR\?^B?+].8,K#PJ5L=P/2PO72;O8MWG_+)B//B/3/.O M#_\`16!,Q(%A:M1!/YK7`>^"WE$!+K*.$`$.>9]R`^'_`-R0#G)-_P`JP8)? M$BO6EWVVA,PF#63(0`..#32_(\_@._FV=0 M$+J]D(`'/(3BX>WCC_@?/.;#);KI61!(-7((^'6O6W[\[8J)2?RP8AU<@`_. MES&\_M9C@Y+_``K7[1V.\$#YUDNK]UMULAR$"AQ;$%!_?4DG*O'/EX%:D]F! MD2'I:L-C.3ZBMZSFUV/;'"`+'8P:)C%ZO3Y>'X\.?/I#G]F2=QR/"M>RGQ_3 M7UY;)26222>D;-@(?U$U68K`&$_D=$`24D7A0X\>50*B4P#_94#+OBX2`9G^0_75+ MG9#-:'PZG]52WRWJMIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE M,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE M,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4K61WA]FS MV\32^V=;-#R$X5([B?IR8AR_>]*WKV$!*O,N4C`FL@(@*G`F2_B*'`U-G M\<9&,\`]9ZCS^(JRPLP1$1R_R_/RK3M9(Y[$OW+*39N8^29G,BX9O4%&KINH M0>#IK-UBE4(`Y_1R/EF M#TK9;WKV*M4)!(452@!@$!X`3<^`AFM3!]HM5IP.N$T]@TZ1;(@"1 M+;7E3AY<`289'-SP7_6Y`T01@?&]3'Z3>I269C\1MV$E`^8TATI$`8L@ MNTF21E7I_5*JGKE MFVU])UN1E9L[/;[1TE8B14TZI]>;J.QF*T,;+I(R!ETV:38774158Y@2)Z5& M/]-A^JRIX#0W'G7D(T4\AEL1ZA*/SJ6VW'!%;B[;F$G/R^R2"?0HU,Z.X;'F M!:I%;OJW+L3E?*F!$.M=$QS=)0`1\#W>+_)2_P"X*JLS^=*?)S4=TUE)V#ED M%)^)B%&B#=1HJY>Q#4AR&57>/4"%8/:Q)I>@U>>J`""?I"F(^)S^,[7`MYZ5 MRIZ@#>WC6)(YI)R]G9LI(O)'$FP*U<.2RJKQ^4JA2F]-]*GDA,<5?6,JFUF' MA`*`]2/2(F'SF>-J.OPKT?',9)!\#4F/Y>-A#@R0^X0X)Q^C\7EGG]M>@NU= M8:Y;]7/I`!0X$/#D?9SY^6-HK-VKX;738`,/I`//EX<=/[!$?'%A6+M70&N6 MYO)(HC]PA_WH`.-HI=JXFUPV`!#H`!#S\.>.1Y\`Z?'&T4NU"A[^`X\1S!,.0RS+$-?J\JDCC: M1K#I6L#=[<=Y.3K6ZO0A"E**:"\:P38S*:7@4I#S[0&\LN0"``=)E1*4?+PR MGR"V0?6HM_G^GK5I#$(>C>%1R;]LM23X*09XA0\B_,B*CQ_J04<-%E1`/M,( M^\HWQGZC^JKV)B>W?Z@-?T&H\Z83.X[OY5X-#D5$4:_#E8[/)8;62/ M;F=;!HRCV@J5<)6/HXN7Z;%O(@[1:/I`Q6O2K\,D1N97U4;'^EQCN[1LZ6_7 M\:\G%IR&4#U:7\CK4O\`9(0Q+BLZEG+9JH"*Q43.I5E')KH#+2IG"1?C+5!` M*Q$>M0BGI'%+TNHAS'#T\N<9@(E4]=HJIF%Y7;P+G]7A4;[0E+FEFC^(G%'" M;MH\:Q#0CF1!-\C'NIEDFHB:-V=.)BQ]9DW!8B5V,>^EH\':B9WK$DDHR#3'_`/&'7[?XW&#BPG6PH,B7S/Z:ZOY9U(`'_,B0 M<#%AZ6'Z*?<2^9_3_VKS&U=3A\?DB?5SSX.GP\^7F/Q/AQD M9Q(OW*V^XEO]1_374?6%1`/"$(`>_P"*>&'GV!XN!\,W3&B!OMK!R)"/J-WP#U_/-SC0D[MM!D2V^HU=++659/T&+&F#@/(KQZ` M>7'EZX9L,:,GZ:U.1(#?<:KQ=95]/Q+'''_9.G8@/W\K"(_LS88Z#0`5K]RW M[QJ\ZVT+5'*;J+A(/UD^G@ZT6W6)'2I%543_P"N+XY-'NC/I5?T5#(. MY?)E M^(K(F=%14Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q M2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q M2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*5TN%BMT%ES>)4DSJ" M'M'I*(@4/M,/A@FPO0:Z5$ZXU=Y9I=69D5L!A$C8A?$"D(`C MP/O'[?"ODC9V+'K79&X06'2K6#7Y%AY]`Q1#]XABAR4>?(?#QS3M5)W:]!=; M"`=0-?`0#\72(!P/Z,"+SIW2?&O'(415)(01:&,;IX`0(/\`B\,P8[=.M963 M]%8FNE#D&-=EY1=LJ4K5(BHF$@@!0^(2#S]@?BSEGA*Q,Q%A:IXY;NJ@ZDU` M@QNJ6?CSYR#KQ#P\W*@`("&>-/\`-/XUZJ)3O51U_P"U8(TY19)'NJV'?"U] MXHUET:=7Y"PC;I!JV;%A]CMY*$CUJ*@C'QTS\:$T^72E'*TBHR%`R*)&H.%# M./7PRI_3DC!7>%UZ7KR2`IG3M(+$Y"[?BION/RZ5+"V,)Y]8'(Q=BK<2V31= MJ*-9F;NL8Y]1-^]`'((UFQ0C51D)Q2*8YP,H40,/(\$`+G$LV.K-]5K51Y,R MQS.NX`;S6$KEKJ9DI9S/GM=%D6A!]9-%6M3UM64:O;A,%?CBJ& M(IZ!_P"$L`]!3=0&[G>`H%"V/G7&C2/(6N"+&J9V[5:='>6NT).7GW:(S:"4 M;%OHV'A(9LJF6<5!**C(B'C.DYFIS&,8YU>HA""4`$3"-1EQJTJV\ZL,1FWG M?X?Y5O'&IOP#_@:P>'F)%/\``,U,)MTJQ[@)ZUU_E5]SQ\(IX>/(%/\`U@'E MF>R?(5G?\:#5'W_%5>1]Q1]OVYCL5CN"]KUTC4WO_$U>>/[1##X?J$<=CXUM MW/B*ZS5&1$H@+50?L*0P\>7N#VY@0&].X/.NC\G20?\`R17QY\/34XY\O=X^ M&#`?#4T$@\Q7U.FR)#?\$4#GCG\!OOX`.D`S/8TIW0-*N>,K;I/I!1LH0`X\ MR"'EQY>?EQF5BM6K.#K5X$@0$G`I#SQ[2CSS^KSR3M:5%NK[^70'_P`7P/MY M*(W3N>'A76:KE7$O6402(8!`I>2B=0A@,7D0_$4A3``^\1S&SQK.\5EJ M"7559%2<&$RSHY.`$AAY\QX\!^[.N-B1KU%<[`=1TJM9O6M,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE, M4IBE,4IBE,4IBE,4IBE,4IBE,4KR/4O6;F2\P.)0-]P#S_2&:MTK(ZU;*D(D M8?W?L\0_[.:;:WO\:Z30"0CU`4.H`XYX\P#V#X^[`6LWJM$CR%1(3I#@"%+Q MX>'`<9G::QNUKS'BB&']T?VC^WQ#,6-9W"L/;Y;I,=2V]8_X>MJT;IB`)O/V!G+G6&*]_W:Z,4WR4_P!U:5&R1E)1V`E-R#YP(@`>(?QU M!#D!]^?/PNZ8CXFO:.Q5[KUJ46N62QSH>)AZ0)P'B)0#CPX`>0`>0#+A-Q30 M]!7'+I]/E7B9(`#IX!B`(?%N>>KCQX<''Q`0\1Z@SU^+ICH!T*@_IKP4BAF= MFZ[S5%L@CZ2P`/ESS]H`/''W>&2EKZ5NFT=`!6(.W6#DG'=9KMZ\.?X=*WN5 MVA1'K*=$D'.))B4@'_@D3*J4.1`.3!QG)(!WD'QJ2"%[O)^S_@5^@?T/8`\\ M>`!P/D'Z>-M:SN%??@TP\R\_T?JP0+_&L;C74HS(8/$/#[2_LQMK M(:N'P1...`\/(/\``,QMINKN;-_14Y+P`"40'CV^T/U#FP%JP3<6JH9M6M,4 MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4KX(/'.;*3?C.GPJ?&;9.K'P-:A',$\B9)P%NH,HD M=-4R0R\(W=N&J_IF$`6!S$D6;"4Q?'\:1#![0`0XSR`#QL(W4[?/J/\`+7_* MO6-D!]8CZ_(V%O\`'PO62*_-P$;T?+YJ3C%`_=2=HM'!B](?NB#F*15\!'R$ M>?#)@%(T.GXC\ZC99)+F2UZ[DT:TF)EALCC\9E%#C\.V'K.H83F$O!/#D1'P MXRP7.DC01QL-H^=5,G'QEB9!I5/DR&$?PM6H<&Y]G"+,X\#]^ M1/EY,HVFY%_`$U(,/&C%Y$%K>)6WYWK)6C*FSB]LTY9O"_`*$D'8G4=D`SX2 M_)Y-7DYA#J2#J3#\(\#S[,ZL/&F,ZS9`M8^D'KTZV\/SKFR9\<1&#%`"GK;I MUZ#_`!:MH>7M5=,4IBE?.`'S`!_1BE.`]P?JQ2ON*5\X`/8'ZL4K[BE,4IBE M,6%* M;@ZB'S]\:NR/JZ90("B)%./+U4P4`/T'*;C)1"/&U:F2_2O*2I-`4,(LFH\J'-XM MDO#\0_\`F^>)B)O#CQ%;C-"!N!K8"P-20R2L4Q2F*4 MQ2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4 MQ2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4 MQ2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4 MQ2F*4Q2F*5P4("A#$'R'CS^P0'^K,'6@TKQ_`(B//2`"/M`/ZN`S&T5MN-=I M6I"^7`_HX#]F-HK&XUP^#+R(_A\>?9X^/V\9FU*XF8D/X#Q_A^C%JQI1"/10 M4!0I0ZB\\#]H@(>'EQX#F`-:S?2U>_-JQ3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3% M*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I7$!-X EX-101.INS 7 skln-20140630.xml XBRL INSTANCE DOCUMENT 0001446159 2002-01-01 2002-12-31 0001446159 2003-01-01 2003-12-31 0001446159 2004-01-01 2004-12-31 0001446159 2005-01-01 2005-12-31 0001446159 2006-01-01 2006-12-31 0001446159 2007-01-01 2007-12-31 0001446159 2008-01-01 2008-12-31 0001446159 2009-01-01 2009-12-31 0001446159 2010-01-01 2010-03-31 0001446159 2010-01-01 2010-09-30 0001446159 2010-01-01 2010-12-31 0001446159 2011-01-01 2011-01-31 0001446159 2011-01-01 2011-12-31 0001446159 2012-01-01 2012-06-30 0001446159 2012-01-01 2012-12-31 0001446159 2013-01-01 2013-01-31 0001446159 2013-01-01 2013-03-31 0001446159 2013-01-01 2013-06-30 0001446159 2013-01-01 2013-12-31 0001446159 2014-01-01 2014-03-31 0001446159 2014-01-01 2014-06-30 0001446159 2009-01-02 0001446159 2013-01-15 0001446159 2013-01-31 0001446159 2014-02-28 0001446159 2007-03-01 2007-03-31 0001446159 2012-03-01 2012-03-31 0001446159 2013-03-01 2013-03-15 0001446159 2014-03-01 2014-03-31 0001446159 2013-03-15 0001446159 2012-03-28 0001446159 2009-04-01 2009-06-30 0001446159 2010-04-01 2010-06-30 0001446159 2012-04-01 2012-04-30 0001446159 2013-04-01 2013-04-30 0001446159 2013-04-01 2013-06-30 0001446159 2014-04-01 2014-06-30 0001446159 2002-04-23 2014-06-30 0001446159 2002-04-23 2014-08-04 0001446159 2002-04-23 2013-12-31 0001446159 2013-04-30 0001446159 2013-05-01 2013-05-31 0001446159 2013-05-02 2013-06-30 0001446159 2013-05-31 0001446159 2010-06-01 2010-06-30 0001446159 2012-06-01 2012-06-30 0001446159 2010-06-22 0001446159 2013-06-30 0001446159 2014-06-30 0001446159 2007-07-01 2007-07-31 0001446159 2009-07-01 2009-09-30 0001446159 2010-07-01 2010-09-30 0001446159 2013-07-01 2013-09-30 0001446159 2012-08-01 2012-08-31 0001446159 2013-08-01 2013-09-30 0001446159 2014-08-04 0001446159 2010-09-01 2010-09-30 0001446159 2013-09-01 2013-09-30 0001446159 2011-09-07 0001446159 2013-09-11 0001446159 2009-10-01 2009-10-31 0001446159 2009-10-01 2009-12-31 0001446159 2013-10-01 2013-10-31 0001446159 2012-11-01 2012-11-30 0001446159 2012-11-30 0001446159 2010-12-01 2010-12-31 0001446159 2008-12-31 0001446159 2009-12-31 0001446159 2012-12-31 0001446159 2013-12-31 0001446159 2001-12-31 0001446159 2002-12-31 0001446159 2003-12-31 0001446159 2004-12-31 0001446159 2005-12-31 0001446159 2006-12-31 0001446159 2007-12-31 0001446159 2010-12-31 0001446159 2011-12-31 0001446159 2002-04-22 0001446159 skln:StockOptionsTwoMember 2013-12-31 0001446159 skln:StockOptionsThreeMember 2013-12-31 0001446159 skln:StockOptionsEightMember 2013-12-31 0001446159 skln:StockOptionsNineMember 2013-12-31 0001446159 skln:StockOptionTenMember 2013-12-31 0001446159 skln:StockOptionElevenMember 2013-12-31 0001446159 skln:StockOptionTwelveMember 2013-12-31 0001446159 skln:StockOptionsOneMember 2013-12-31 0001446159 skln:StockOptionsFourMember 2013-12-31 0001446159 skln:StockOptionsFiveMember 2013-12-31 0001446159 skln:StockOptionsSixMember 2013-12-31 0001446159 skln:StockOptionsSevenMember 2013-12-31 0001446159 skln:WarrantFiveMember 2013-12-31 0001446159 skln:WarrantSixMember 2013-12-31 0001446159 skln:WarrantSevenMember 2013-12-31 0001446159 skln:WarrantEightMember 2013-12-31 0001446159 skln:WarrantNineMember 2013-12-31 0001446159 skln:StockOptionsThirteenMember 2013-12-31 0001446159 skln:StockOptionsFourteenMember 2013-12-31 0001446159 skln:StockOptionsFifteenMember 2013-12-31 0001446159 skln:StockOptionsSixteenMember 2013-12-31 0001446159 skln:StockOptionsSeventeenMember 2013-12-31 0001446159 skln:StockOptionsEighteenMember 2013-12-31 0001446159 skln:WarrantTenMember 2013-12-31 0001446159 skln:WarrantElevenMember 2013-12-31 0001446159 skln:WarrantTwelveMember 2013-12-31 0001446159 skln:WarrantThirteenMember 2013-12-31 0001446159 skln:WarrantFourteenMember 2013-12-31 0001446159 skln:StockOptionsNineteenMember 2013-12-31 0001446159 skln:WarrantOneMember 2013-12-31 0001446159 skln:WarrantTwoMember 2013-12-31 0001446159 skln:WarrantThreeMember 2013-12-31 0001446159 skln:WarrantFourMember 2013-12-31 0001446159 us-gaap:StockOptionMember 2013-12-31 0001446159 us-gaap:WarrantMember 2013-12-31 0001446159 skln:WarrantFiveMember 2013-01-01 2013-12-31 0001446159 skln:WarrantSixMember 2013-01-01 2013-12-31 0001446159 skln:WarrantSevenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantEightMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFiveMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsSixMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsSevenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsOneMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsTwoMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsThreeMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFourMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsEightMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsNineMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionTenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionElevenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionTwelveMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsThirteenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFourteenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFifteenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsSixteenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsSeventeenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsEighteenMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsNineteenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantTenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantElevenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantTwelveMember 2013-01-01 2013-12-31 0001446159 skln:WarrantThirteenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantFourteenMember 2013-01-01 2013-12-31 0001446159 skln:WarrantOneMember 2013-01-01 2013-12-31 0001446159 skln:WarrantTwoMember 2013-01-01 2013-12-31 0001446159 skln:WarrantThreeMember 2013-01-01 2013-12-31 0001446159 skln:WarrantFourMember 2013-01-01 2013-12-31 0001446159 skln:WarrantNineMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsOneMember 2008-01-01 2008-12-31 0001446159 skln:WarrantOneMember 2008-01-01 2008-12-31 0001446159 skln:StockOptionsTwoMember 2009-01-01 2009-12-31 0001446159 skln:WarrantTwoMember 2009-01-01 2009-12-31 0001446159 skln:StockOptionsThreeMember 2010-01-01 2010-12-31 0001446159 skln:WarrantThreeMember 2010-01-01 2010-12-31 0001446159 skln:StockOptionsFourMember 2011-01-01 2011-12-31 0001446159 skln:WarrantFourMember 2011-01-01 2011-12-31 0001446159 skln:WarrantFiveMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsFiveMember 2012-01-01 2012-12-31 0001446159 skln:WarrantOneMember us-gaap:MinimumMember 2008-01-01 2008-12-31 0001446159 skln:WarrantOneMember us-gaap:MaximumMember 2008-01-01 2008-12-31 0001446159 skln:StockOptionsOneMember us-gaap:MinimumMember 2008-01-01 2008-12-31 0001446159 skln:StockOptionsOneMember us-gaap:MaximumMember 2008-01-01 2008-12-31 0001446159 skln:WarrantFourMember us-gaap:MinimumMember 2011-01-01 2011-12-31 0001446159 skln:WarrantFourMember us-gaap:MaximumMember 2011-01-01 2011-12-31 0001446159 skln:StockOptionsFiveMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsFiveMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001446159 skln:WarrantFiveMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:WarrantFiveMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsSixMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsSixMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 us-gaap:StockOptionMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 us-gaap:StockOptionMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 us-gaap:WarrantMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 us-gaap:WarrantMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 skln:WarrantSixMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:WarrantSixMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 us-gaap:MinimumMember 2008-01-01 2008-12-31 0001446159 us-gaap:MaximumMember 2008-01-01 2008-12-31 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MinimumMember 2011-01-01 2011-12-31 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MaximumMember 2011-01-01 2011-12-31 0001446159 skln:StockOptionsAndWarrantsMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsAndWarrantsOneMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsAndWarrantsTwoMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsAndWarrantsMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsAndWarrantsOneMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsAndWarrantsMember 2011-01-01 2011-12-31 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001446159 us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 skln:ConvertibleNotesOneMember 2012-11-01 2012-11-30 0001446159 skln:ConvertibleNotesTwoMember 2012-11-01 2012-11-30 0001446159 skln:ConvertibleNotesThreeMember 2012-11-01 2012-11-30 0001446159 skln:ConvertibleNoteFourMember 2012-11-01 2012-11-30 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsAndWarrantsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsAndWarrantsTwoMember 2013-01-01 2013-12-31 0001446159 skln:StockIncentivePlan2012Member 2013-04-15 0001446159 us-gaap:MinimumMember 2013-09-10 0001446159 us-gaap:MaximumMember 2013-09-10 0001446159 skln:StockIncentivePlan2012Member 2013-09-10 0001446159 us-gaap:PrivatePlacementMember 2013-05-02 2013-06-30 0001446159 us-gaap:PrivatePlacementMember 2013-01-31 0001446159 skln:PrivatePlacement2Member 2013-06-30 0001446159 us-gaap:PrivatePlacementMember 2013-01-01 2013-01-31 0001446159 skln:PrivatePlacement2Member 2013-01-01 2013-06-30 0001446159 skln:PrivatePlacement2Member 2013-05-02 2013-06-30 0001446159 us-gaap:WarrantMember us-gaap:PrivatePlacementMember 2013-01-01 2013-03-31 0001446159 us-gaap:PrivatePlacementMember us-gaap:WarrantMember 2013-03-01 2013-03-15 0001446159 us-gaap:MinimumMember 2013-08-01 2013-09-30 0001446159 us-gaap:MaximumMember 2013-08-01 2013-09-30 0001446159 skln:NotePayableIssuedOneMember 2012-12-31 0001446159 skln:NotePayableIssuedTwoMember 2012-12-31 0001446159 skln:NotePayableIssuedThreeMember 2012-12-31 0001446159 skln:NotePayableIssuedFourMember 2012-12-31 0001446159 skln:NotePayableIssuedFiveMember 2012-12-31 0001446159 skln:NotePayableIssuedSixMember 2012-12-31 0001446159 skln:NotePayableIssuedTwoMember 2013-12-31 0001446159 skln:NotePayableIssuedThreeMember 2013-12-31 0001446159 skln:NotePayableIssuedFourMember 2013-12-31 0001446159 skln:NotePayableIssuedFiveMember 2013-12-31 0001446159 skln:NotePayableIssuedSixMember 2013-12-31 0001446159 skln:NotePayableIssuedOneMember 2013-12-31 0001446159 skln:NotePayableIssuedOneMember 2013-01-01 2013-12-31 0001446159 skln:NotePayableIssuedTwoMember 2013-01-01 2013-12-31 0001446159 skln:NotePayableIssuedFourMember 2013-01-01 2013-12-31 0001446159 skln:NotePayableIssuedSixMember 2013-01-01 2013-12-31 0001446159 skln:NotePayableIssuedThreeMember 2013-01-01 2013-12-31 0001446159 skln:NotePayableIssuedFiveMember 2013-01-01 2013-12-31 0001446159 skln:ValueAt2009Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2010Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2011Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2012Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2013Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2009Member 2009-01-01 2009-12-31 0001446159 skln:ValueAt2010Member 2010-01-01 2010-03-31 0001446159 skln:ValueAt2011Member 2010-01-01 2010-03-31 0001446159 skln:ValueAt2012Member 2010-01-01 2010-03-31 0001446159 skln:ValueAt2013Member 2010-01-01 2010-03-31 0001446159 skln:ValueAt2013Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2009Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2010Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2011Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2012Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2010Member 2010-04-01 2010-06-30 0001446159 skln:ValueAt2011Member 2010-04-01 2010-06-30 0001446159 skln:ValueAt2012Member 2010-04-01 2010-06-30 0001446159 skln:ValueAt2013Member 2010-04-01 2010-06-30 0001446159 skln:ValueAt2009Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2010Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2011Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2012Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2013Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2010Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2011Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2012Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2013Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2009Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2010Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2011Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2012Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2013Member 2009-10-01 2009-12-31 0001446159 skln:GainLoss2010Member 2008-01-01 2008-12-31 0001446159 skln:GainLoss2011Member 2008-01-01 2008-12-31 0001446159 skln:GainLoss2012Member 2008-01-01 2008-12-31 0001446159 skln:GainLoss2013Member 2008-01-01 2008-12-31 0001446159 skln:GainLoss2013Member 2010-01-01 2010-03-31 0001446159 skln:GainLoss2010Member 2010-01-01 2010-03-31 0001446159 skln:GainLoss2011Member 2010-01-01 2010-03-31 0001446159 skln:GainLoss2012Member 2010-01-01 2010-03-31 0001446159 skln:GainLoss2010Member 2009-04-01 2009-06-30 0001446159 skln:GainLoss2013Member 2009-04-01 2009-06-30 0001446159 skln:GainLoss2011Member 2009-04-01 2009-06-30 0001446159 skln:GainLoss2012Member 2009-04-01 2009-06-30 0001446159 skln:GainLoss2013Member 2010-04-01 2010-06-30 0001446159 skln:GainLoss2010Member 2010-04-01 2010-06-30 0001446159 skln:GainLoss2011Member 2010-04-01 2010-06-30 0001446159 skln:GainLoss2012Member 2010-04-01 2010-06-30 0001446159 skln:GainLoss2013Member 2009-07-01 2009-09-30 0001446159 skln:GainLoss2010Member 2009-07-01 2009-09-30 0001446159 skln:GainLoss2011Member 2009-07-01 2009-09-30 0001446159 skln:GainLoss2012Member 2009-07-01 2009-09-30 0001446159 skln:GainLoss2010Member 2010-07-01 2010-09-30 0001446159 skln:GainLoss2011Member 2010-07-01 2010-09-30 0001446159 skln:GainLoss2012Member 2010-07-01 2010-09-30 0001446159 skln:GainLoss2013Member 2010-07-01 2010-09-30 0001446159 skln:GainLoss2013Member 2009-10-01 2009-12-31 0001446159 skln:GainLoss2010Member 2009-10-01 2009-12-31 0001446159 skln:GainLoss2011Member 2009-10-01 2009-12-31 0001446159 skln:GainLoss2012Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2009Member 2010-01-01 2010-09-30 0001446159 skln:GainLoss2010Member 2010-01-01 2010-09-30 0001446159 skln:ValueAt2010Member 2010-01-01 2010-09-30 0001446159 skln:GainLoss2011Member 2010-01-01 2010-09-30 0001446159 skln:ValueAt2011Member 2010-01-01 2010-09-30 0001446159 skln:GainLoss2012Member 2010-01-01 2010-09-30 0001446159 skln:ValueAt2012Member 2010-01-01 2010-09-30 0001446159 skln:GainLoss2013Member 2010-01-01 2010-09-30 0001446159 skln:ValueAt2013Member 2010-01-01 2010-09-30 0001446159 us-gaap:MaximumMember 2010-01-01 2010-12-31 0001446159 us-gaap:MinimumMember 2010-01-01 2010-12-31 0001446159 us-gaap:BoardOfDirectorsChairmanMember 2012-06-01 2012-06-30 0001446159 us-gaap:DirectorMember 2012-06-01 2012-06-30 0001446159 skln:RelatedPartyMember 2008-12-31 0001446159 skln:SokPartnersMember skln:NonconvertibleGridNoteMember us-gaap:SubsequentEventMember 2014-02-28 0001446159 skln:SokPartnersMember 2012-12-31 0001446159 skln:SokPartnersMember 2012-03-01 2012-03-31 0001446159 skln:SokPartnersMember 2012-05-01 2012-05-31 0001446159 skln:AmuelHerschkowitzMember 2012-08-01 2012-08-31 0001446159 skln:AmuelHerschkowitzMember 2012-08-15 0001446159 skln:SokPartnersMember us-gaap:MinimumMember 2012-03-01 2012-03-31 0001446159 skln:SokPartnersMember us-gaap:MaximumMember 2012-03-01 2012-03-31 0001446159 skln:SokPartnersMember us-gaap:CommonStockMember 2012-03-14 0001446159 skln:DrHerschkowitzAndSokPartnersLlcMember 2012-03-01 2012-03-31 0001446159 skln:AmuelHerschkowitzMember 2012-04-01 2012-04-30 0001446159 skln:AmuelHerschkowitzMember us-gaap:MinimumMember 2012-04-01 2012-04-30 0001446159 skln:AmuelHerschkowitzMember us-gaap:MaximumMember 2012-04-01 2012-04-30 0001446159 us-gaap:MinimumMember 2013-01-01 2013-06-30 0001446159 us-gaap:MaximumMember 2013-01-01 2013-06-30 0001446159 skln:GadbawMember 2013-07-01 2013-09-30 0001446159 skln:SecondAdvanceMember 2012-03-28 0001446159 skln:FirstAdvanceMember 2012-03-28 0001446159 skln:AmuelHerschkowitzMember 2013-09-01 2013-09-11 0001446159 skln:SokPartnersMember 2013-09-01 2013-09-11 0001446159 skln:SokPartnersMember 2012-03-31 0001446159 skln:SokPartnersMember 2012-05-31 0001446159 us-gaap:CommonStockMember 2003-01-01 2003-12-31 0001446159 us-gaap:CommonStockMember 2005-01-01 2005-12-31 0001446159 us-gaap:CommonStockMember 2007-01-01 2007-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2003-01-01 2003-12-31 0001446159 us-gaap:CommonStockMember 2004-01-01 2004-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2004-01-01 2004-12-31 0001446159 us-gaap:CommonStockMember 2006-01-01 2006-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2006-01-01 2006-12-31 0001446159 skln:MorawetzMember 2013-07-01 2013-09-30 0001446159 us-gaap:CommonStockMember 2001-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2001-12-31 0001446159 us-gaap:CommonStockMember 2002-01-01 2002-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2002-01-01 2002-12-31 0001446159 us-gaap:RetainedEarningsMember 2001-12-31 0001446159 us-gaap:RetainedEarningsMember 2002-01-01 2002-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2005-01-01 2005-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2007-01-01 2007-12-31 0001446159 us-gaap:CommonStockMember 2008-01-01 2008-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2008-01-01 2008-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2009-01-01 2009-12-31 0001446159 us-gaap:CommonStockMember 2009-01-01 2009-12-31 0001446159 us-gaap:CommonStockMember 2010-01-01 2010-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2010-01-01 2010-12-31 0001446159 us-gaap:RetainedEarningsMember 2009-01-01 2009-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0001446159 us-gaap:CommonStockMember 2011-01-01 2011-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2011-01-01 2011-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0001446159 us-gaap:CommonStockMember 2012-01-01 2012-12-31 0001446159 us-gaap:CommonStockMember 2013-01-01 2013-12-31 0001446159 us-gaap:RetainedEarningsMember 2008-01-01 2008-12-31 0001446159 us-gaap:RetainedEarningsMember 2010-01-01 2010-12-31 0001446159 us-gaap:RetainedEarningsMember 2011-01-01 2011-12-31 0001446159 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001446159 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0001446159 us-gaap:RetainedEarningsMember 2004-01-01 2004-12-31 0001446159 us-gaap:RetainedEarningsMember 2005-01-01 2005-12-31 0001446159 us-gaap:RetainedEarningsMember 2003-12-31 0001446159 us-gaap:CommonStockMember 2004-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2004-12-31 0001446159 us-gaap:RetainedEarningsMember 2004-12-31 0001446159 us-gaap:CommonStockMember 2005-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2005-12-31 0001446159 us-gaap:RetainedEarningsMember 2005-12-31 0001446159 us-gaap:CommonStockMember 2006-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2006-12-31 0001446159 us-gaap:RetainedEarningsMember 2006-12-31 0001446159 us-gaap:CommonStockMember 2008-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2008-12-31 0001446159 us-gaap:RetainedEarningsMember 2008-12-31 0001446159 us-gaap:RetainedEarningsMember 2009-12-31 0001446159 us-gaap:CommonStockMember 2010-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2010-12-31 0001446159 us-gaap:RetainedEarningsMember 2010-12-31 0001446159 us-gaap:RetainedEarningsMember 2011-12-31 0001446159 us-gaap:RetainedEarningsMember 2006-01-01 2006-12-31 0001446159 us-gaap:CommonStockMember 2012-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001446159 us-gaap:RetainedEarningsMember 2012-12-31 0001446159 us-gaap:CommonStockMember 2013-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001446159 us-gaap:RetainedEarningsMember 2013-12-31 0001446159 us-gaap:CommonStockMember 2002-12-31 0001446159 us-gaap:CommonStockMember 2003-12-31 0001446159 us-gaap:CommonStockMember 2007-12-31 0001446159 us-gaap:CommonStockMember 2009-12-31 0001446159 us-gaap:CommonStockMember 2011-12-31 0001446159 us-gaap:RetainedEarningsMember 2007-01-01 2007-12-31 0001446159 us-gaap:RetainedEarningsMember 2003-01-01 2003-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2002-12-31 0001446159 us-gaap:RetainedEarningsMember 2002-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2003-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2007-12-31 0001446159 us-gaap:RetainedEarningsMember 2007-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2009-12-31 0001446159 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001446159 skln:ComputersAndOfficeEquipmentMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 us-gaap:LeaseholdImprovementsMember 2013-01-01 2013-12-31 0001446159 us-gaap:ToolsDiesAndMoldsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 us-gaap:ToolsDiesAndMoldsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 skln:ComputersAndOfficeEquipmentMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:SokPartnersMember skln:NonconvertibleGridNoteMember 2013-12-01 2013-12-31 0001446159 skln:SokPartnersMember skln:NonconvertibleGridNoteMember 2013-12-31 0001446159 skln:NonconvertibleGridNoteMember skln:SokPartnersMember us-gaap:SubsequentEventMember 2014-01-01 2014-01-31 0001446159 skln:ComputersAndOfficeEquipmentMember 2012-12-31 0001446159 us-gaap:SubsequentEventMember 2013-01-01 2013-12-31 0001446159 us-gaap:SubsequentEventMember skln:SeriesConvertiblePreferredStockMember 2013-01-01 2013-12-31 0001446159 us-gaap:SubsequentEventMember skln:SeriesConvertiblePreferredStockMember 2013-12-31 0001446159 us-gaap:SubsequentEventMember 2013-12-31 0001446159 us-gaap:ToolsDiesAndMoldsMember 2013-12-31 0001446159 skln:AmuelHerschkowitzMember skln:NonconvertibleGridNoteMember 2013-12-01 2013-12-31 0001446159 skln:ComputersAndOfficeEquipmentMember 2013-12-31 0001446159 us-gaap:LeaseholdImprovementsMember 2013-12-31 0001446159 us-gaap:StockOptionMember 2014-01-01 2014-06-30 0001446159 us-gaap:WarrantMember 2014-01-01 2014-06-30 0001446159 us-gaap:StockOptionMember 2014-06-30 0001446159 us-gaap:WarrantMember 2014-06-30 0001446159 us-gaap:SeriesAPreferredStockMember 2014-06-30 0001446159 us-gaap:SeriesAPreferredStockMember 2013-12-31 0001446159 skln:ComputersAndOfficeEquipmentMember 2014-06-30 0001446159 us-gaap:LeaseholdImprovementsMember 2014-06-30 0001446159 us-gaap:ToolsDiesAndMoldsMember 2014-06-30 0001446159 skln:StockOptionsOneMember 2014-06-30 0001446159 skln:StockOptionsTwoMember 2014-06-30 0001446159 skln:StockOptionsThreeMember 2014-06-30 0001446159 skln:StockOptionsFourMember 2014-06-30 0001446159 skln:StockOptionsFiveMember 2014-06-30 0001446159 skln:StockOptionsSixMember 2014-06-30 0001446159 skln:StockOptionsSevenMember 2014-06-30 0001446159 skln:StockOptionsEightMember 2014-06-30 0001446159 skln:StockOptionsNineMember 2014-06-30 0001446159 skln:StockOptionTenMember 2014-06-30 0001446159 skln:StockOptionElevenMember 2014-06-30 0001446159 skln:StockOptionTwelveMember 2014-06-30 0001446159 skln:StockOptionsThirteenMember 2014-06-30 0001446159 skln:StockOptionsFourteenMember 2014-06-30 0001446159 skln:StockOptionsFifteenMember 2014-06-30 0001446159 skln:StockOptionsSixteenMember 2014-06-30 0001446159 skln:StockOptionsSeventeenMember 2014-06-30 0001446159 skln:StockOptionsEighteenMember 2014-06-30 0001446159 skln:StockOptionsNineteenMember 2014-06-30 0001446159 skln:StockOptionsTwentyMember 2014-06-30 0001446159 skln:WarrantOneMember 2014-06-30 0001446159 skln:WarrantTwoMember 2014-06-30 0001446159 skln:WarrantThreeMember 2014-06-30 0001446159 skln:WarrantFourMember 2014-06-30 0001446159 skln:WarrantFiveMember 2014-06-30 0001446159 skln:WarrantSixMember 2014-06-30 0001446159 skln:WarrantSevenMember 2014-06-30 0001446159 skln:WarrantEightMember 2014-06-30 0001446159 skln:WarrantNineMember 2014-06-30 0001446159 skln:WarrantTenMember 2014-06-30 0001446159 skln:WarrantElevenMember 2014-06-30 0001446159 skln:WarrantTwelveMember 2014-06-30 0001446159 skln:WarrantThirteenMember 2014-06-30 0001446159 skln:StockOptionsOneMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsTwoMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsThreeMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsFourMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsFiveMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsSixMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsSevenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsEightMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsNineMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionTenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionElevenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionTwelveMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsThirteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsFourteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsFifteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsSixteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsSeventeenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsEighteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsNineteenMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsTwentyMember 2014-01-01 2014-06-30 0001446159 skln:WarrantOneMember 2014-01-01 2014-06-30 0001446159 skln:WarrantTwoMember 2014-01-01 2014-06-30 0001446159 skln:WarrantThreeMember 2014-01-01 2014-06-30 0001446159 skln:WarrantFourMember 2014-01-01 2014-06-30 0001446159 skln:WarrantFiveMember 2014-01-01 2014-06-30 0001446159 skln:WarrantSixMember 2014-01-01 2014-06-30 0001446159 skln:WarrantSevenMember 2014-01-01 2014-06-30 0001446159 skln:WarrantEightMember 2014-01-01 2014-06-30 0001446159 skln:WarrantNineMember 2014-01-01 2014-06-30 0001446159 skln:WarrantTenMember 2014-01-01 2014-06-30 0001446159 skln:WarrantElevenMember 2014-01-01 2014-06-30 0001446159 skln:WarrantTwelveMember 2014-01-01 2014-06-30 0001446159 skln:WarrantThirteenMember 2014-01-01 2014-06-30 0001446159 us-gaap:PreferredStockMember 2014-01-01 2014-06-30 0001446159 us-gaap:CommonStockMember 2014-01-01 2014-06-30 0001446159 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-06-30 0001446159 us-gaap:RetainedEarningsMember 2014-01-01 2014-06-30 0001446159 skln:SeriesConvertiblePreferredStockMember 2002-04-23 2014-06-30 0001446159 us-gaap:SubsequentEventMember us-gaap:InvestorMember 2014-07-01 2014-07-31 0001446159 skln:StockOptionsOneMember 2010-01-01 2010-12-31 0001446159 skln:StockOptionsTwoMember 2011-01-01 2011-12-31 0001446159 skln:StockOptionsThreeMember 2012-01-01 2012-12-31 0001446159 us-gaap:SubsequentEventMember skln:SokPartnersLlcMember 2014-07-01 2014-07-31 0001446159 skln:StockOptionsThreeMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsThreeMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001446159 skln:StockOptionsFourMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFourMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 skln:StockOptionsFiveMember us-gaap:MinimumMember 2014-01-01 2014-06-30 0001446159 skln:StockOptionsFiveMember us-gaap:MaximumMember 2014-01-01 2014-06-30 0001446159 us-gaap:StockOptionMember us-gaap:MinimumMember 2014-01-01 2014-06-30 0001446159 us-gaap:StockOptionMember us-gaap:MaximumMember 2014-01-01 2014-06-30 0001446159 skln:WarrantTwoMember 2010-01-01 2010-12-31 0001446159 skln:WarrantThreeMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:WarrantThreeMember us-gaap:MaximumMember 2011-01-01 2011-12-31 0001446159 skln:WarrantFourMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001446159 skln:WarrantFourMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001446159 skln:WarrantFiveMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001446159 skln:WarrantFiveMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001446159 us-gaap:MaximumMember skln:ComputersAndOfficeEquipmentMember 2014-01-01 2014-06-30 0001446159 skln:WarrantSixMember us-gaap:MinimumMember 2014-01-01 2014-06-30 0001446159 us-gaap:LeaseholdImprovementsMember 2014-01-01 2014-06-30 0001446159 skln:WarrantSixMember us-gaap:MaximumMember 2014-01-01 2014-06-30 0001446159 us-gaap:WarrantMember us-gaap:MinimumMember 2014-01-01 2014-06-30 0001446159 us-gaap:MinimumMember us-gaap:ToolsDiesAndMoldsMember 2014-01-01 2014-06-30 0001446159 us-gaap:WarrantMember us-gaap:MaximumMember 2014-01-01 2014-06-30 0001446159 us-gaap:MaximumMember us-gaap:ToolsDiesAndMoldsMember 2014-01-01 2014-06-30 0001446159 us-gaap:MinimumMember skln:ComputersAndOfficeEquipmentMember 2014-01-01 2014-06-30 0001446159 skln:WarrantThreeMember us-gaap:MinimumMember 2011-01-01 2011-12-31 0001446159 skln:WarrantThreeMember 2011-01-01 2011-12-31 0001446159 skln:WarrantFourMember 2012-01-01 2012-12-31 0001446159 skln:SeriesConvertiblePreferredStockMember 2014-01-02 2014-02-04 0001446159 skln:SeriesConvertiblePreferredStockMember 2014-01-01 2014-06-30 0001446159 us-gaap:CommonStockMember 2014-06-30 0001446159 us-gaap:ChiefExecutiveOfficerMember 2014-02-01 2014-02-28 0001446159 us-gaap:ChiefExecutiveOfficerMember 2014-02-28 0001446159 us-gaap:ChiefExecutiveOfficerMember 2014-01-01 2014-01-31 0001446159 us-gaap:CommonStockMember us-gaap:SubsequentEventMember skln:SokPartnersMember 2014-07-01 2014-07-31 0001446159 us-gaap:PreferredStockMember 2014-06-30 0001446159 us-gaap:AdditionalPaidInCapitalMember 2014-06-30 0001446159 us-gaap:RetainedEarningsMember 2014-06-30 0001446159 skln:AmuelHerschkowitzMember 2014-02-28 0001446159 skln:PreferredHolderMember 2014-01-01 2014-03-31 0001446159 skln:WarrantHolderMember 2014-03-01 2014-03-31 0001446159 skln:WarrantHolderMember 2014-03-31 0001446159 skln:WarrantHolderMember 2014-01-01 2014-06-30 0001446159 skln:PreferredHolderMember 2014-01-01 2014-06-30 0001446159 us-gaap:WarrantMember skln:SokPartnersLlcMember 2014-06-30 0001446159 skln:StockOptionsAndWarrantsMember 2014-01-01 2014-06-30 0001446159 us-gaap:MinimumMember skln:StockOptionsAndWarrantsMember 2014-01-01 2014-06-30 0001446159 us-gaap:MaximumMember skln:StockOptionsAndWarrantsMember 2014-01-01 2014-06-30 0001446159 skln:SokPartnersLlcMember 2014-06-30 0001446159 skln:SokPartnersLlcMember 2014-01-01 2014-06-30 0001446159 skln:SokPartnersLlcMember 2013-01-01 2013-06-30 0001446159 us-gaap:DomesticCountryMember 2014-06-30 0001446159 us-gaap:StateAndLocalJurisdictionMember 2014-06-30 0001446159 us-gaap:DomesticCountryMember 2014-01-01 2014-06-30 0001446159 us-gaap:StateAndLocalJurisdictionMember 2014-01-01 2014-06-30 0001446159 us-gaap:MinimumMember 2014-06-30 0001446159 us-gaap:MaximumMember 2014-06-30 0001446159 us-gaap:MinimumMember 2014-01-01 2014-06-30 0001446159 us-gaap:MaximumMember 2014-01-01 2014-06-30 0001446159 skln:GainLoss2014Member 2008-01-01 2008-12-31 0001446159 skln:GainLoss2014Member 2009-04-01 2009-06-30 0001446159 skln:GainLoss2014Member 2009-07-01 2009-09-30 0001446159 skln:GainLoss2014Member 2009-10-01 2009-12-31 0001446159 skln:GainLoss2014Member 2010-01-01 2010-03-31 0001446159 skln:GainLoss2014Member 2010-04-01 2010-06-30 0001446159 skln:GainLoss2014Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2014Member 2008-01-01 2008-12-31 0001446159 skln:ValueAt2014Member 2009-04-01 2009-06-30 0001446159 skln:ValueAt2014Member 2009-07-01 2009-09-30 0001446159 skln:ValueAt2014Member 2009-10-01 2009-12-31 0001446159 skln:ValueAt2014Member 2010-01-01 2010-03-31 0001446159 skln:ValueAt2014Member 2010-04-01 2010-06-30 0001446159 skln:ValueAt2014Member 2010-07-01 2010-09-30 0001446159 skln:ValueAt2014Member 2010-01-01 2010-09-30 0001446159 skln:GainLoss2014Member 2010-01-01 2010-09-30 0001446159 us-gaap:PreferredStockMember 2012-12-31 0001446159 us-gaap:PreferredStockMember 2013-12-31 0001446159 us-gaap:StockOptionMember 2005-12-31 0001446159 us-gaap:WarrantMember 2005-12-31 0001446159 us-gaap:StockOptionMember 2006-12-31 0001446159 us-gaap:WarrantMember 2006-12-31 0001446159 us-gaap:StockOptionMember 2007-12-31 0001446159 us-gaap:WarrantMember 2007-12-31 0001446159 us-gaap:StockOptionMember 2008-12-31 0001446159 us-gaap:WarrantMember 2008-12-31 0001446159 us-gaap:StockOptionMember 2009-12-31 0001446159 us-gaap:WarrantMember 2009-12-31 0001446159 us-gaap:StockOptionMember 2010-12-31 0001446159 us-gaap:WarrantMember 2010-12-31 0001446159 us-gaap:StockOptionMember 2011-12-31 0001446159 us-gaap:WarrantMember 2011-12-31 0001446159 us-gaap:StockOptionMember 2012-12-31 0001446159 us-gaap:WarrantMember 2012-12-31 0001446159 us-gaap:StockOptionMember 2006-01-01 2006-12-31 0001446159 us-gaap:WarrantMember 2006-01-01 2006-12-31 0001446159 us-gaap:StockOptionMember 2007-01-01 2007-12-31 0001446159 us-gaap:WarrantMember 2007-01-01 2007-12-31 0001446159 us-gaap:StockOptionMember 2008-01-01 2008-12-31 0001446159 us-gaap:WarrantMember 2008-01-01 2008-12-31 0001446159 us-gaap:StockOptionMember 2009-01-01 2009-12-31 0001446159 us-gaap:WarrantMember 2009-01-01 2009-12-31 0001446159 us-gaap:StockOptionMember 2010-01-01 2010-12-31 0001446159 us-gaap:WarrantMember 2010-01-01 2010-12-31 0001446159 us-gaap:StockOptionMember 2011-01-01 2011-12-31 0001446159 us-gaap:WarrantMember 2011-01-01 2011-12-31 0001446159 us-gaap:StockOptionMember 2012-01-01 2012-12-31 0001446159 us-gaap:WarrantMember 2012-01-01 2012-12-31 0001446159 us-gaap:StockOptionMember 2013-01-01 2013-12-31 0001446159 us-gaap:WarrantMember 2013-01-01 2013-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure 13139 101953 39711 97245 145209 122175 27409 60588 225468 381961 3521 158110 140588 53355 369577 593426 1081187 0 733595 1062108 1599519 2057957 0 69000 3414301 3469065 89300 0 0 331216 169179 11599 3672780 3811880 1042473 2199376 14945435 23279585 19291111 28697415 -3303203 -3218454 369577 593426 91008 56818 39543 18603 14658 46754 2337000 6956000 1823000 3935000 15000 235000 140588 219937619 1.67 4073 0 21138 0 0.01 0.01 800000000 800000000 104247228 219937619 0.017 0.065 0.88 0.1325 0.14 0.15 0.17 0.01 0.07 0.075 0.079 0.08 0.12 0.15 0.16 0.17 0.18 0.27 0.29 0.318 0.33 0.3415 0.35 0.198 0.20 0.25 0.46 0.769 0.585 0.01 0.075 0.08 0.10 550000 9300000 400000 226415 242857 676666 5000 370373 100000 94338 100000 20000 75000 95768 28929398 200000 325187 10000 197286 14400000 1740508 2666667 7714286 1428572 200000 16648284 150000 1294118 533333 1770833 1237500 375000 83207 342029 34643829 P4Y10M24D P3Y11M23D P4M17D P3M7D P9Y2M16D P9Y2M19D P8Y7M17D P7Y6M7D P4Y5M5D P9Y2M12D P9Y5M8D P8Y25D P9Y6M14D P9Y6M14D P7Y1M28D P9Y4M10D P10Y P9Y9M7D P9Y9M P9Y8M23D P9Y9M P4M13D P5M8D P4Y4M28D P2M5D P9M7D P3M18D P6M P1Y11M8D P10M6D P4Y2M12D P3M29D P2Y9M29D 420955 342029 75000 83207 410000 200000 550000 8597690 5352451 9497286 17976157 20068452 0.46 0.769 0.017 0.585 0.35 0.46 0.15 0.01 0.01 0.075 0.25 0.07 0.08 0.15 0.20 0.065 0.3415 0.01 0.585 0.01 0.769 0.08 0.198 P2Y6M P7Y6M P3Y P10Y P3Y P5Y P10Y P5Y P10Y 0.020 0.0034 0.045 0.0244 0 0 0 0 0.53 0.54 0.66 0.66 0.102 0.336 0.0126 0.3412 0.0111 0.096 0.119 0.242 100000 The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. 47908 275640 40242 96613 92700 15553 30150 33469 7232 P24M P5Y P22M P18M P24M P24M 170000 2008-04-30 50000 200000 32000 100000 27500 27500 51243 50000 16800 1595239 1111112 320000 200000 200000 0.20 0.46 0.18 0.65 0.10 0.084 0.0033 0.0180 0.0078 0.0204 0.54 0.59 0.66 0.59 0.66 27658652 0.085 P8Y9M18D 830372 3700070 166905 P22M Under theterms of the Companys agreement with investors in the October 2008 financing, 1,920,000 shares of common stock were the maximum number of shares allocated to the Companys existing shareholders at the time of the offering (also referred to as the original shareholders or the &#34;Founders&#34;). Since the total of the Companys fully diluted shares of common stock was greater than 1,920,000 shares, in order for the Company to proceed with the offering, the Board of Directors approved a reverse stock split of 1-for-1.2545. After this split was approved, additional options and warrants were identified, requiring a second reverse stock split in order to reach the 1,920,000 shares. The second reverse stock split on the reduced 1-for-1.2545 balance was determined to be 1-for-1.33176963. Taken together, if only one reverse stock split was performed, the number would have been a reverse stock split of 1-for-1.670705. On June 6, 2008, the Board of Directors approved the first reverse stock split. The authorized number of shares of common stock of 20,000,000 was proportionately divided by 1.2545 to arrive at 15,942,607. On October 20, 2008, the Board of Directors (i) approved the second reverse stock split pursuant to which the authorized number of shares of common stock of 15,942,607 was proportionately divided by 1.33177 to arrive at 11,970,994 shares and (ii) approved a resolution to increase the number of authorized shares of the Companys common stock from 11,970,994 to 40,000,000, which was approved by the Companys shareholders holding a majority of the shares entitled to vote thereon at a special meeting of shareholders held on December 3, 2008. 300000000 50000000 80000000 200000000 300000000 800000000 100000000 0.12 0.18 300000 1000000 156243 2500000 2500000 4611111 1116084 6000000 0.12 0.15 77644 0.08 0.08 20000000 7142857 7142857 7142858 7142858 0.07 0.07 0.01 0.01 0.15 0.198 0.08 0.15 0.10 0.18 0.10 0.15 0.46 0.25 500000 500000 444444 11169 357163 200000 200000 0.01 0.01 333330 1044490 10444898 6533788 -7422155 -9406304 -28697415 69587814 151958618 18952512 0 0 0 69587814 151958618 18952512 -0.11 -0.06 -1.51 47795702 63583227 2209000 3259000 73000 59000 2282000 3318000 2282000 3318000 0 0 1 13969000 2017-12-31 100000 200000 16800 32000 89300 122774 560874 0 0 0 0 0 0 0 471574 0 2009-10-26 2010-06-12 2010-09-21 2012-11-06 2010-12-23 2011-01-01 0 0 21138 0.08 0.12 0.12 0.1 0.06 0.2 1041622 0.35 0.18 0.10 0.18 0.084 0.15 2012-03-30 2015-01-01 2013-04-06 2012-12-23 31008 55198 188772 468125 769559 128540 189707 381467 60232 278418 388092 6285905 7530037 23280400 761047 1096969 3387550 172970 578793 1640248 259349 636503 1562959 -3116 157580 785650 7482387 9684722 29085507 -7422155 -9406304 -28697415 69587814 151958618 18952512 36000 37000 38000 39000 3000 45961 61150 2018-01-31 0.35 0.769 P6M 0 0.0013 0.0297 479910 870278 1506 89796 111652 11599 702205 1071847 25553 539 6109 2408 0 169854 0 149007 1604 6293 0 31332 592 6714 631 0 39743 40481 62 1624 714 0 31506 10615 54775 53437 0 12698 12081 28 752 337 0 868772 -390368 -88290 -21856 100053 2408 25014 -5570 3701 -369642 20847 147403 0 -4689 6293 631 30740 -6122 6083 -738 714 40419 -1562 910 20891 -44160 1338 53437 617 337 12053 -724 415 790596 1071847 1145292 14946 -151117 166063 -3116 169179 157580 11599 479910 P2Y6M 0.50 0.22 486564 6654 479910 0.63 0.46 0.35 0.0137 25000 3000000 30000 2000 46000 0.20 0.20 0.2 240000 600000 156243 305589.04 357282 0.24 0.10 0.014 4615385 4615385 1546667 7500000 277778 0.09 25000 30000 26500000 0.014 0.065 1562430 155000 2013-08-31 0.014 0.065 16000000 13250000 13250000 7500000 1041622 0.2 0.24 0.2 2000000 4000000 50000 84657 300000 20000 30000 314484 680444 22463172 48603721 300000 300000 60000 23942 14964 599 0.065 600000 35000 216 34784 21548 110 66 44 6567 1451 869 582 50000 0.325 0 0 5000 30 4970 2993 0 0 0 10000 5985 4015 0 598549 400 239 161 250 150 100 1000 6 994 1593502 45528 2793 2793 1547974 0.15 (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million. listing the Companys shares on NASDAQ pursuant to an underwritten offering of the Companys securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses. 261 354994 111835 111835 38906 44810 287 44523 1073905 21478 1052427 2147810 28739 0 129684 129684 84600 84600 -222296 -222296 0 300 -300 30000 256454 9354 247100 935446 177275 3546 173729 354550 187045 3741 183304 374090 354602 354602 20127 -20127 2012690 0 2857 -2857 285714 0 2059 -2059 205899 87500 30150 30150 2500 85000 250000 -479910 -486564 6654 4552862 86869 650 389 354994 11382 4906 11382 830372 830372 17357 1286 16071 13644 13644 73907 42000 73907 346714 346714 -25553 -25553 6425 129 6296 12850 26234 26234 400000 53334 346666 355124 7102 348022 710248 132938 132938 119474 119474 -31332 -31332 -31506 25000 2500 22500 250000 107549 4889 102660 488860 140 4766 14024 128571 47908 33469 33469 161107 161107 392556 392556 45000 3000 -31506 300000 47908 158036 75000 10715 64285 1071429 32000 9410 22590 941034 91504 91504 5333334 160000 12256 12256 147116 20000 4160 15840 416010 22500 1580 20920 3500000 14000 275000 13750 261250 1375000 55000 8228 46772 822842 201250 5750 195500 575000 18823 141177 1882353 18000 2000 16000 200000 20000 20000 15000 1500 13500 232000 147116 210000 150000 15467 216533 1546667 1937638 1937638 8000 35000 596 7404 175000 59613 1077 12923 107692 15000 1705 13295 170455 16000 3433 12567 343348 12000 2690 9310 269058 10000 2687 7313 268670 8500 4282 4218 428212 600000 92308 507692 9230770 19500 3000 16500 300000 2633 36867 263333 493884 32926 460958 3292557 185299 28508 156791 2850754 1125000 75000 1050000 7500000 10000 3497 6503 349650 39500 55617 397267 25000 2778 57042 3169 53873 50000 15723 34277 1572327 316898 59534 11471 48063 1147078 56584 5658 50926 565834 12000 3871 8129 387097 59590 3973 25614 740741 93750 6250 22222 277778 690946 98707 140613 1563031 16526 2361 14165 236092 1 1 100 43521 2901 40620 290143 500000 71429 428571 7142857 10000 10000 1000000 34550 2303 32247 230332 500000 71429 428571 592239 9870666 18000 5099 12901 509915 9022 87500 625000 1000 1000 4130 4130 1722500 412963 2000 2000 265000 1457500 26500000 142333 8037 134296 803701 2837 6185 283718 33021 7407 21992 157088 718 718 71826 156243 15630 6327 6327 632708 2618 2618 7142858 150189 150189 21000 3000 18000 300000 23563 1571 40480 40480 16750 2500 14250 250000 2778 2778 284265 71066331 160715 200000 3333 3333 333330 156243 10416 145827 1041622 11170 745 10425 100000 1000 74462 100000 710663 277778 54054 966146 5405431 57000 1500 55500 150000 994928 316504 26375 290129 2637534 -51057 1020200 1633 1633 163334 261848 1044490 104449 940041 10444898 2140946 -1762628 -1762628 -2892230 -2892230 -1352709 -1352709 -4486879 -4486879 -7422155 -9406304 10715 147500 -90353 -90353 -123852 -123852 -273026 -141518 147500 6536 43974 -231871 2778 6686 46867 -355723 2778 8231 105877 -628749 277778 2140946 150000 81308 2753039 -3143792 1071429 -6029368 140023 5052497 -7382077 2044 2044 204306 -11868956 -273026 1042473 14945435 -19291111 -752415 2199376 23279585 -28697415 601542 647032 653599 668563 823077 823676 8130841 11383121 14002290 32074000 104247228 219937619 -752415 -51057 -90461 -90461 99000 100000 30244 30244 3024390 -36057 6015 8985 -51057 -91118 6470 43930 -181361 -302170 -514641 -712497 8237 660430 -1381164 -309445 -2342030 113830 3573507 -2189557 -2703264 320740 8844952 0.07 0.35 0.35 0.0167 1.67 0.50 0.35 0.0167 0.0167 1.67 0.0167 0.0167 0.0167 1.67 1.67 0.1342 0.15 0.18 0.052 0.10 0.27 0.50 0.50 0.50 0.50 0.10 0.22 0.065 0.15 0.10 0.07 0.135 0.15 0.09 0.13 0.088 0.075 0.085 0.09 0.10 0.07 0.06 0.20 0.01 0.01 0.35 0.18 0.38 0.014 0.15 0.15 0.15 0.0446 0.0446 0.0446 0.0397 1079 148761 159405 0.065 0.065 0.0286 0.15 0.15 0.01 0.065 0.15 0.032 0.031 0.15 0.07 0.0353 0.032 0.0297 11021 0.01 0.01 0.15 0.15 0.12 0.16 0.15 0.20 0.10 0.12 0.15 0.07 0.067 0 421104 429033 2147872 1039255 776548 2494237 0 69000 69000 -1184165 -3855166 -10092697 0 162761 175019 0 53355 195850 0 0 0 -14957 -10583 57534 97245 47604 -23034 122175 -2739 33179 60588 0.12 0.10 830372 3700070 7197742 3919828 239290 6029058 0 0 355124 476398 57518 413695 756497 0.15 0.07 0.075 0.17 0.325 0 -216116 -370869 122985 0 3538935 418644 100000 415775 515775 106310 100521 402669 620839 0 528525 1822718 3935209 150000 0 250000 0 0 75667 695794 2337378 6955977 1074319 0 546600 817800 2318568 4160096 10565519 -109846 88814 101953 539165 P7Y 0 0 7365 409 6956 40918 3780 98280 378000 Smaller Reporting Company 115000 1 1000000 0.040 1654 32790 450958 120000 120000 666667 0.54 P5Y P3Y P7Y P3Y 0 34643829 280000 102060 125000 10000 1505270 1505270 S-1 false 2014-06-30 Skyline Medical Inc. 1597 1597 0001446159 0.18 0.27 0.125 0.07 0.075 300000 2014-02-28 0.1 The escrow account releases 1/3 or 333,333 shares per year to the Company if there is no default. 250000 20000 0.2 0.125 125000 0.065 5447 12258 5447 544714 0.0499 2055000 20550 16909 4993814 6184412 1264988 an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends 0.26 0.01 1600000 0.01 0.26 0.325 five years 2055000 0.3 Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the New Issuance Price), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange 10000 1190 170 1020 17000 650 100 550 1000000 12258 89900 0.13 159722 1167 1167 116667 0.075 0.1 175019 61505 23614 0 0 0 1250 -1250 125000 8737 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <b><font style="COLOR: black">NOTE 11 &#150; COMMITMENTS AND CONTINGENCIES</font></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="COLOR: black">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <i><font style="COLOR: black">Marshall Ryan &amp; Mid-State Stainless, Inc. v. Skyline Medical Inc. &amp; Dr. Samuel Herschkowitz.</font></i> <font style="COLOR: black">On March 5, 2014, plaintiffs filed an action in District Court in Hennepin County, Minnesota against the Company and one of its stockholders, Dr. Samuel Herschkowitz. Marshall Ryan, one of the plaintiffs, is an engineer who worked with the Company on design of certain of its products. The action alleges, among other things, breach of a consulting agreement, a manufacturing agreement and a supply agreement between plaintiffs and the Company, various claims of fraud and negligent misrepresentation and breach of the duty of good faith and fair dealing. The Company believes the claims are without merit and is preparing its response.</font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 318293 150856 388513 278583 98365 67335 129448 108939 219928 83521 259065 169644 1330222 888133 2509504 2711216 291584 204928 556859 409395 319303 108593 524223 195562 14773 126654 32897 222206 0 69251 11468 88673 1955882 1259057 3612014 3446705 -1735954 -1175535 -3352949 -3277061 222620910 121267500 221922352 111045552 -0.01 -0.01 -0.02 -0.03 25829 141482 369636 1378090 111917 67230 0 92538 52395 62180 238488 -37173 88936 8176 0 0 563223 -28993 790157 -379465 -1947473 -2123035 -64000 5000 72377 9826 14782 48545 -87159 -58371 125000 1300000 300000 0 92831 1005333 2055000 0 1972831 2305333 -61802 123927 40151 137066 5115061 2133812 495768 4171733 0 415775 345187 2220831 33203504 30385077 694500 23394 0 178568 0 43521 149640 360663 149524 699977 204658 0.09 0.14 68137 0.11 0.27 0.34 0.16 972772 0.13 0.02 0.10 0.15 1625330 2194486 88285 230092 81124 42286 5000 3905940 290344 130 4196414 0 206 0 2228700 247396 26647135 32099683 42738 -3223642 126234 23874 97288 972772 550000 10000 177286 14400000 1740508 9300000 400000 226415 242857 1110000 755000 162162 250000 3019565 250000 370373 100000 94338 25000 20000 30000 2083333 7714286 200000 15314951 407318 333333 1770833 87500 375000 111111 1615383 342029 P7Y7D P8Y8M12D P9Y1M13D P8Y8M16D P8Y8M19D P8Y1M17D P7Y6M25D P9Y14D P9Y14D P7Y11M19D P9Y9M14D P9Y9M4D P9Y8M19D P9Y8M8D P9Y7M24D P9Y6M4D P9Y3M11D P9Y3M4D P9Y2M26D P9Y3M P1Y5M8D P25D P3Y8M16D P3Y6M29D P3Y6M7D P1Y4M17D P3Y11M19D P3Y11M1D P7M6D P3M7D P3Y2M16D P4Y9M4D P4D 5430 3252 2178 325187 41250 1500 39750 150000 0.25 0.01 0.065 0.07 0.075 0.079 0.08 0.088 0.1325 0.14 0.15 0.17 0.185 0.20 0.23 0.25 0.27 0.29 0.318 0.33 0.3415 0.01 0.075 0.08 0.12 0.15 0.165 0.18 0.198 0.20 0.27 0.325 0.769 0.01 0.01 2493 2493 249252 100 100 9104000 4060000 1250 7793 131285 249636 75264 133541 2055000 40000 40000 20550 20550 1400 200 1200 20000 0.01 800000000 (i) a senior convertible note, in an original principal amount of $610,978 (the Investor Note), which Investor Note shall be convertible into a certain amount of shares (the Investor Conversion Shares) of the Companys common stock, par value $0.01 (the Common Stock ), in accordance with the terms of the Investor Note, and (ii) a warrant (the Investor Warrant) to initially acquire up to 2,036,593 additional shares of Common Stock (the Investor Warrant Shares, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the Investor Securities). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the Investor Convertible Notes Offering). 222869997 410000 550000 9477286 17901157 4865061 0.15 0.01 1630 1630 a senior convertible note, in an original principal amount of $122,196 (the SOK Note), which SOK Note shall be convertible into a certain amount of shares (the SOK Conversion Shares) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the SOK Warrant) to initially acquire up to 407,318 additional shares of Common Stock (the SOK Warrant Shares, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the SOK Securities). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the SOK Convertible Notes Offering). 0.07 0.08 0.065 0.3415 0.15 0.25 0.01 0.3415 0.769 0.01 0.07 0.25 0.15 0.20 0.08 0.198 P7Y 0.165 P5Y 0.325 0.01 P3Y 0.769 P7Y P3Y 0.75 36000 2000 34000 200000 25000 1000 24000 100000 30000 2458333 5352451 20068452 2133812 222975766 1.67 -3333 -3333 -333334 3605 3605 360444 2333 2333 233334 224 224 22409 1600000 4615385 2055000 20550 0.01 0 728 18191 -18919 72760 352762 352762 -3352949 222869997 Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the New Issuance Price), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange 0.0499 52500 5833 46667 an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends 583334 2055001 2054795 0.325 19231 25000 3846 24000 1600 22400 160000 206 25000 1000 24000 100000 1158131 1615383 0.325 325187 0167 (i) a senior convertible note, in an original principal amount of $122,195.60 (the SOK Note), which SOK Note shall be convertible into a certain amount of shares (the SOK Conversion Shares) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the SOK Warrant) to initially acquire up to 407,318 additional shares of Common Stock (the SOK Warrant Shares, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the SOK Securities) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the SOK Convertible Notes Offering). 2794 2794 279366 0 1169 29232 -30400 116934 206 2228700 26647136 -32099683 23876 23876 0.06 250000 111111 0.27 72760 333334 0.15 279366 116934 407318 0.165 0.0144 0.0275 0 0.59 0.66 P5Y P10Y 0.0586 0.1837 23876 31341741 0.10 P8Y9M14D 352762 1378541 259398 P18M -1735954 -1175535 -3352949 -3277061 222620910 121267500 221922352 111045552 0 0 0 0 222620910 121267500 221922352 111045552 63588581 84320276 7920000 648000 8568000 8568000 0 1 16000000 17100000 7100000 1500000 beginning in 2022 2022 through 2034 37000 38000 39000 3600 0 15447 33056 15173 35159 2018-01-31 P5Y 0.59 0 0.06 0.50 0.01 0.325 P2Y P6Y6M 0.0013 0.0297 11469 0 0 0 0 0 0 130 0 0 0 0 0 0 130 11469 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 9&#160;&#151;&#160;RETIREMENT SAVINGS PLAN</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, 2013 and again in 2014, we matched 100%, of the employee&#8217;s contribution up to 4% of their earnings. The employer contribution was $8,171 and $12,304 for the three months ending June 30, 2014 and June 30, 2013, respectively, and was $15,494 and $18,097, for the six months ending June 30, 2014 and June 30, 2013, respectively.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 1 0.04 8171 12304 15494 18097 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 10&#160;&#151;&#160;COMMITMENTS AND CONTINGENCIES</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 17, 2014, Skyline Medical Inc. (the &#8220;Company&#8221;) and a stockholder entered into a settlement agreement and release (the &#8220;Settlement Agreement&#8221;) with Marshall Ryan (&#8220;Ryan&#8221;) and a company related to Ryan (together, the &#8220;Plaintiffs&#8221;). The settlement relates to a previously disclosed lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company&#8217;s products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue Skyline to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company&#8217;s rights to Ryan&#8217;s prior patent assignments, and disclaims any right, title or interest in the Company&#8217;s Streamway product including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the Streamway product belong exclusively to Skyline and remain in full force and effect.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 500000 200000 Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 11&#160;&#151;&#160;SUPPLEMENTAL CASH FLOW DATA</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Cash payments for interest were $3,468 and $15,522 for the three months ended June 30, 2014 and June 30, 2013, and $21,606 and $41,930 for the six months ended June 30, 2014 and June 30, 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 3468 15522 21606 41930 0.20 0.167 0.275 0.17 0.07 0.01 0.18 0.25 0.10 0.075 0.17 0.26 0.15 0.15 0.25 0.26 46072 0 0 P5Y 163062 1296 1296 129630 694500 694500 The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Leasehold Improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Manufacturing Tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Less: Accumulated Depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,737</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,521</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 3000000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 2 &#151; DEVELOPMENT STAGE OPERATIONS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company was formed April 23, 2002. Since inception through December 31, 2013, 219,937,619 shares of common stock have been issued between par value and $1.67. Operations since incorporation have primarily been devoted to raising capital, obtaining financing, development of the Company&#8217;s product, administrative services, customer acceptance and sales and marketing strategies.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0.57 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 4 &#151; LOSS PER SHARE</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following table presents the shares used in the basic and diluted loss per common share computations:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Year Ended December 31,</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom" rowspan="2"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" rowspan="2" colspan="3"> <div>From<br/> April 23, 2002<br/> (Inception) To<br/> December 31,<br/> 2013</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Numerator:<br/> </div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net loss available in basic and diluted calculation</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(9,406,304</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(7,422,155</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(28,697,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Denominator:<br/> </div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Weighted average common shares<br/> outstanding-basic</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>151,958,618</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>69,587,814</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,952,512</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Effect of dilutive stock options and warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Weighted average common shares outstanding-diluted</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>151,958,618</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>69,587,814</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,952,512</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Loss per common share-basic and diluted</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.06</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.11</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1.51</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 20px"> <div style="CLEAR:both;CLEAR: both">(1)</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Nature of Operations and Continuance of Operations</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">BioDrain Medical, Inc. (the &#8220;Company&#8221;) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders&#8217; deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since inception to June 30, 2014, the Company has raised approximately $9,104,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $4,060,000 in debt financing. See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221;.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Recent Accounting Developments</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May 2014, the Financial Accounting Standards Board (&#8220;FASB&#8221;) issued ASU 2014-09, <i>Revenue from Contracts with Customers</i> and created a new topic in the FASB Accounting Standards Codification (&#8220;ASC&#8221;), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In June 2014, the FASB issued ASU 2014-10, <i> Development Stage Entities</i> (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders&#8217; equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In June 2014, the FASB issued ASU 2014-12, <i> &#8220;Compensation &#151; Stock Compensation&#8221;</i> providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Valuation of Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We review identifiable intangible assets for impairment in accordance with ASC 350 &#151; <i>Intangibles</i> &#151; <i>Goodwill and Other,</i> whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> management&#8217;s</font> best estimate of the related risks and return at the time the impairment assessment is made.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Accounting Policies and Estimates</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Presentation of Taxes Collected from Customers</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Sales taxes are imposed on the Company&#8217;s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company&#8217;s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Shipping and Handling</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Advertising</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Advertising costs are expensed as incurred. Advertising expenses were $1,250 and $7,793 in the three and six months ended June 30, 2014 and there were no advertising expenses in the three and six months ended June 30, 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Research and Development</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Research and development costs are charged to operations as incurred. Research and development expenses were $131,285 and $249,636 in the three and six months ended June 30, 2014 and $75,264 and $133,541 for June 30, 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Receivables</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management&#8217;s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Property and Equipment</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Years</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3 &#150; 7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>5</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Manufacturing tooling</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3 &#150; 7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31, 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>126,234</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,874</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Manufacturing tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>97,288</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>247,396</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less: Accumulated depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>42,738</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: -10pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>204,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 6 &#151; LONG-TERM DEBT</h2> <h5 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Long-term debt is as follows:</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on October 26, 2009, net of a discount of $0 and $0 discount, with interest at 8% to March 31, 2012 when the remaining balance was payable and convertible into shares of common stock at $.35 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on June 12, 2010 with interest at 12% to March 31, 2012 when the remaining balance was payable, and is convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on December 23, 2010, with interest at 10%, matured December 23, 2012 and was convertible into shares of common stock at $.084 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,800</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on September 21, 2010 with interest at 12%, matured March 30, 2012 and was convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>32,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued January 1, 2011 to a law firm that accepted this note in full payment of their past due legal fees. The note bears interest at 6%, matures January 1, 2015 and is convertible into shares of common stock at $.15 per share. The note was renegotiated in March 2013, and has been paid in full</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,300</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>On November 6, 2012 the Company issued four convertible notes at 20% interest, each, net of an aggregate discount of $21,138, due on April 6, 2013. The four notes were converted into 1,041,622 shares at $0.10 per share</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,774</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>560,874</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Less amount due within one year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>471,574</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Long-Term Debt</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,300</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Cash payments for interest were $55,198 and $31,008 for 2013 and 2012, respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The four renegotiated notes above, totaling $450,958 in principal and interest, will be paid for the next two (2) years as follows: $120,000 in 2014 and $120,000 in 2015. The remaining balance including attorney&#8217;s fees and interest is due on February 1, 2016. The debt is secured by 666,667 shares of common stock held in escrow. The escrow account releases 1/3 or 333,333 shares per year to the Company if there is no default. If a default occurs the entire amount of stock left in escrow at the time of default is released to the former note holders.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Income Taxes</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company accounts for income taxes in accordance with ASC 740 &#151; Income Taxes (&#8220;ASC 740&#8221;). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Patents and Intellectual Property</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On January 25<sup style="font-style:normal">th</sup>, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25<sup style="font-style:normal">th</sup>, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this &#8220;international&#8221; patent application instead of filing several separate national or regional patent applications.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney&#8217;s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company&#8217;s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Subsequent Events</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 23, 2014, Skyline Medical Inc. (the &#8220;<b>Company</b>&#8221;) entered into a Securities Purchase Agreement (the &#8220;<b>Investor Securities Purchase Agreement</b>&#8221;) with an institutional investor (the &#8220;<b>Investor</b>&#8221;), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $610,978 (the &#8220;<b>Investor Note</b>&#8221;), which Investor Note shall be convertible into a certain amount of shares (the &#8220;<b>Investor Conversion Shares</b>&#8221;) of the Company&#8217;s common stock, par value $0.01 (the &#8220;<b>Common Stock</b> &#8221;), in accordance with the terms of the Investor Note, and (ii) a warrant (the &#8220;<b>Investor Warrant</b>&#8221;) to initially acquire up to 2,036,593 additional shares of Common Stock (the &#8220;<b>Investor Warrant Shares</b>&#8221;, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the &#8220;<b>Investor</b> <b>Securities</b>&#8221;). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the &#8220;<b>Investor Convertible Notes Offering</b>&#8221;).</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the &#8220;<b>SOK Securities Purchase Agreement</b>&#8221;) with SOK Partners, LLC, an affiliate of the Company (&#8220;<b>SOK</b>&#8221;), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $122,196 (the &#8220;<b>SOK Note</b>&#8221;), which SOK Note shall be convertible into a certain amount of shares (the &#8220;<b>SOK Conversion Shares</b>&#8221;) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the &#8220;<b>SOK Warrant</b>&#8221;) to initially acquire up to 407,318 additional shares of Common Stock (the &#8220;<b>SOK Warrant Shares</b>&#8221;, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the &#8220;<b>SOK Securities</b>&#8221;). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the &#8220;<b>SOK Convertible Notes Offering</b>&#8221;).</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221; for a discussion of the above transactions.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Interim Financial Statements</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (&#8220;GAAP&#8221;) and the rules and regulations of the Securities and Exchange Commission (&#8220;SEC&#8221;) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company&#8217;s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on March 27, 2014. The nature of the Company&#8217;s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <h5 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Long-term debt is as follows:</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on October 26, 2009, net of a discount of $0 and $0 discount, with interest at 8% to March 31, 2012 when the remaining balance was payable and convertible into shares of common stock at $.35 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on June 12, 2010 with interest at 12% to March 31, 2012 when the remaining balance was payable, and is convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on December 23, 2010, with interest at 10%, matured December 23, 2012 and was convertible into shares of common stock at $.084 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,800</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued on September 21, 2010 with interest at 12%, matured March 30, 2012 and was convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>32,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Note payable issued January 1, 2011 to a law firm that accepted this note in full payment of their past due legal fees. The note bears interest at 6%, matures January 1, 2015 and is convertible into shares of common stock at $.15 per share. The note was renegotiated in March 2013, and has been paid in full</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,300</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>On November 6, 2012 the Company issued four convertible notes at 20% interest, each, net of an aggregate discount of $21,138, due on April 6, 2013. The four notes were converted into 1,041,622 shares at $0.10 per share</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,774</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>560,874</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Less amount due within one year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>471,574</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Long-Term Debt</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,300</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 2 &#151; DEVELOPMENT STAGE OPERATIONS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company was formed April 23, 2002. Since inception to August 4, 2014, 222,975,766 shares of common stock have been issued between par value and $1.67. Operations since incorporation have been devoted to raising capital, obtaining financing, development of the Company&#8217;s product, and administrative services.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 4 &#151; LOSS PER SHARE</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The following table presents the shares used in the basic and diluted loss per common share computations: <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Three Months Ended June 30,</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Six Months Ended June 30,</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Numerator:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net loss available in basic and diluted calculation</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,735,954</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,175,535</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,352,949</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,277,061</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Denominator:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Weighted average common shares outstanding&#160;&#150;&#160;basic</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>222,620,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>121,267,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>221,922,352</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,045,552</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Effect of diluted stock options and warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Weighted average common shares outstanding&#160;&#150;&#160;basic</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>222,620,910</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>121,267,500</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>221,922,352</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,045,552</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Loss per common share-basic and diluted</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.02</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.03</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> &#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 20px"> <div style="CLEAR:both;CLEAR: both">(1)</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> </tr> </table> </div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 7 &#151; RENT OBLIGATION</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $61,150 and $45,961 for 2013 and 2012, respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company&#8217;s rent obligation for the next five years are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>36,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2015</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>37,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2016</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>38,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2018</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company&#8217;s rent obligation for the next five years are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>36,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2015</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>37,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2016</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>38,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2018</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The following table presents the shares used in the basic and diluted loss per common share computations:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="608"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Three Months Ended June 30,</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Six Months Ended June 30,</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Numerator:<br/> </div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net loss available in basic and diluted calculation</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,735,954</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,175,535</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,352,949</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,277,061</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Denominator:<br/> </div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Weighted average common shares<br/> outstanding-basic</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>222,620,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>121,267,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>221,922,352</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,045,552</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Effect of diluted stock options and warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Weighted average common shares<br/> outstanding-basic</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>222,620,910</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>121,267,500</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>221,922,352</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,045,552</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Loss per common share-basic and diluted</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.02</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.03</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"></td> <td style="TEXT-ALIGN: left; WIDTH: 20px"> <div>(1)</div> </td> <td style="TEXT-ALIGN: left"> <div>The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 5 &#151; INCOME TAXES</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">During September 2013, the Company experienced an &#8220;ownership change&#8221; as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize the Company&#8217;s net operating losses (NOLs). The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company&#8217;s value immediately before the ownership change.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">At June 30, 2014, the Company had approximately $16.0 million of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2015, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. The Company also had approximately $17.1 million of gross NOLs to reduce future state taxable income at June 30, 2014, which will expire in years 2022 through 2034 if unused. The Company&#8217;s net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At June 30, 2014, the federal and state valuation allowances were $7.1 million and $1.5 million, respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The components of deferred income taxes at June 30, 2014 and December 31, 2013 are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td> <div>&#160;</div> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31, 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Deferred Tax Asset:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net Operating Loss</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>7,920,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,259,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Other</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>648,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>59,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Total Deferred Tax Asset</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,568,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less Valuation Allowance</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,568,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Net Deferred Income Taxes</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The components of deferred income taxes at June 30, 2014 and December 31, 2013 are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31, 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Deferred Tax Asset:<br/> </div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"></td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net Operating Loss</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>7,920,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,259,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Other</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>648,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>59,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Total Deferred Tax Asset</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,568,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less Valuation Allowance</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,568,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: -10pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Net Deferred Income Taxes</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; WIDTH: 6px; VERTICAL-ALIGN: bottom"> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; WIDTH: 6px; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 6 &#151; RENT OBLIGATION</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $15,447 and $33,056, for the three and six months ended June 30, 2014 and was $15,173 and $35,159 for the three and six months ended June 30, 2013 respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company&#8217;s rent obligation for the next five years is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2015</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>37,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2016</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>38,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2018</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,600</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2019</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company&#8217;s rent obligation for the next five years is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2015</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>37,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2016</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>38,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2018</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,600</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2019</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 7 &#151; LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company adopted ASC 815 &#151; Derivatives and Hedging (&#8220;ASC 815&#8221;) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity&#8217;s own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company&#8217;s first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized a slight increase in the liability for existing warrants during the first quarter of 2012. In 2013 there was a significant decrease in the liability primarily due to current expirations and the amount of warrants reaching expiration in the near term. In the first quarter 2014 the liability continued to decrease, and was stable in the second quarter 2014.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The inputs to the Black-Scholes model during 2009 through 2014 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Stock price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.06 to $.50</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Exercise price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.01 to $.325</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected life</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>2.0 to 6.5 years</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected volatility</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>59%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Assumed dividend rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#151;%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Risk-free interest rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.13% to 2.97%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The original valuations, annual gain/(loss) and end of year valuations are shown below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Initial<br/> Value</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Annual<br/> Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/09</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2010 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/10</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2011 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2011</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2012 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2012</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2013 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2013</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2014 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2014</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>January 1, 2009 adoption</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>479,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(390,368</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>870,278</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>868,772</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,506</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(88,290</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,796</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(21,856</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,652</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,053</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,469</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>130</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 6/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,854</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>149,007</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>147,403</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,604</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(4,689</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 9/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,743</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(738</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,481</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,419</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>62</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,562</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,624</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter<br/> ended 12/31/2009</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,698</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>617</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,081</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,053</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(724</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>752</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Subtotal</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>702,205</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 3/31/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,553</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,014</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>539</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(5,570</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,109</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,701</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 6/30/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,332</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>30,740</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>592</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(6,122</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,083</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter<br/> ended 9/30/2010</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,506</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,891</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>10,615</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(44,160</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>54,775</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,338</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>790,596</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(369,642</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,145,292</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,946</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(151,117</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>166,063</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,116</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,179</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>157,580</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,469</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>130</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; WIDTH: 575px; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; HEIGHT: 5px; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="575"> <tr style="BACKGROUND-COLOR: #ffffff"> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 5 &#151; INCOME TAXES</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Federal and state income tax return operating loss carryovers as of December 31, 2013 were approximately $13,969,000 and will begin to expire in 2017.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with the net operating losses. Future events and changes in circumstances could cause this valuation allowance to change.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The components of deferred income taxes at December 31, 2013 and December 31, 2012 are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Revenue Recognition</font></h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company recognizes revenue in accordance with the SEC&#8217;s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company&#8217;s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company&#8217;s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer&#8217;s right of return is limited only to the Company&#8217;s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution&#160;and filters&#160;may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution&#160;and filters&#160;from &#8220;turnkey&#8221; suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Nature of Operations and Continuance of Operations</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Skyline Medical, Inc. (the &#8220;Company&#8221;) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders&#8217; deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since inception to December 31, 2013, the Company raised approximately $6,956,000 in equity and $3,935,000 in debt financing, including $2,337,000 in equity and $1,823,000 in convertible debt in 2013. In 2014, the Company has completed a private offering of units of preferred stock and warrants. See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221;.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Recent Accounting Developments</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We reviewed all significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Valuation of Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We review identifiable intangible assets for impairment in accordance with ASC 350 &#151; <i>Intangibles &#151; Goodwill and Other</i>, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> management&#8217;s</font> best estimate of the related risks and return at the time the impairment assessment is made.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Accounting Policies and Estimates</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Presentation of Taxes Collected from Customers</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Sales taxes are imposed on the Company&#8217;s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company&#8217;s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Shipping and Handling</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Advertising</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Advertising costs are expensed as incurred. There were no advertising expenses for 2013 and 2012.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Research and Development</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Research and development costs are charged to operations as incurred. Research and development costs were approximately $235,000 and $15,000 for 2013 and 2012, respectively.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Revenue Recognition</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company recognizes revenue in accordance with the SEC&#8217;s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 &#151; Revenue Recognition.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company&#8217;s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company&#8217;s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer&#8217;s right of return is limited only to the Company&#8217;s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution&#160; <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>&#160;may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and&#160;cleaning solution&#160;<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>&#160;from &#8220;turnkey&#8221; suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Receivables</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management&#8217;s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Inventories</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Inventory balances are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Finished goods</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>56,818</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>91,008</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Raw materials</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,603</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,543</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Work-In-Process</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>46,754</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,175</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>145,209</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Property and Equipment</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div align="right">&#160;</div> <div align="right">Years</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div align="right">Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>5</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Manufacturing Tooling</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Leasehold Improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Manufacturing Tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Less: Accumulated Depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,737</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,521</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Income Taxes</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company accounts for income taxes in accordance with ASC 740 &#151; <i>Income Taxes (&#8220;ASC 740&#8221;)</i>. Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Patents and Intellectual Property</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On January 25<sup style="font-style:normal">th</sup>, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25<sup style="font-style:normal">th</sup>, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this &#8220;international&#8221; patent application instead of filing several separate national or regional patent applications.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney&#8217;s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company&#8217;s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Subsequent Events</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><i>Sale of Convertible Preferred Stock and Warrants.</i> In February 2014, we raised $2,055,000 less offering expenses from a private place of convertible preferred stock. As of February 4, 2014, Skyline Medical Inc. (the &#8220;Company&#8221;) entered into a Securities Purchase Agreement with certain investors (the &#8220;Purchasers&#8221;) pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the &#8220;Preferred Shares&#8221;), and warrants (the &#8220;Warrants&#8221;) to acquire an aggregate of approximately 1,600,000 shares of the Company&#8217;s common stock, par value $0.01 (&#8220;Common Stock&#8221;). The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. The closing of the sale of the Preferred Shares and Warrants (collectively, the &#8220;Securities&#8221;) occurred as of February 4, 2014 (the &#8220;Closing&#8221;). If the Company&#8217;s Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares purchased by each Purchaser purchased are convertible.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the &#8220;Underlying Shares&#8221;) and the Common Stock underlying the Warrants (the &#8220;Warrant Shares&#8221;). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing of the offering, and to use commercially reasonable efforts to have the registration statement declared effective within 105 days if there is no review by the Securities and Exchange Commission, and within 150 days in the event of such review.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Securities were offered and sold without registration under the Securities Act of 1933, as amended (the &#8220;Securities Act&#8221;), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the &#8220;New Issuance Price&#8221;), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation&#8217;s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a &#8220;Liquidation&#8221;), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.26 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY&#174; Automated Surgical Fluid Disposal Systems, then, the number of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><i>Settlement with Group of Warrantholders.</i> In September 2013, the Company received a request to issue 4,993,814 shares of its common stock to a group of partnerships and individuals in connection with the cashless exercise of stock purchase warrants covering a total of 6,184,412 shares. In processing the exercise, the Company commenced an internal investigation regarding the warrants and withheld delivery of the certificates for a substantial majority of the shares, pending the outcome of the investigation.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">After investigation, the Company disagreed with the group&#8217;s position that all of such shares should be delivered in connection with the exercise. Following negotiations, effective March 3, 2014, the Company and the group entered into a settlement agreement that resulted in, among other things, a net reduction of 1,264,988 shares. This reduction is reflected as outstanding on the balance sheet as of December 31, 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following table presents the shares used in the basic and diluted loss per common share computations:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div>Year Ended December 31,</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom" rowspan="2"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" rowspan="2" colspan="3"> <div>From<br/> April 23, 2002<br/> (Inception) To<br/> December 31,<br/> 2013</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Numerator:<br/> </div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net loss available in basic and diluted calculation</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(9,406,304</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(7,422,155</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(28,697,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Denominator:<br/> </div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Weighted average common shares<br/> outstanding-basic</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>151,958,618</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>69,587,814</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,952,512</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Effect of dilutive stock options and warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Weighted average common shares outstanding-diluted</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>151,958,618</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>69,587,814</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,952,512</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Loss per common share-basic and diluted</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.06</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(0.11</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1.51</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 20px"> <div style="CLEAR:both;CLEAR: both">(1)</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 8&#160;&#151;&#160;RELATED PARTY TRANSACTIONS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the &#8220;<b>SOK Securities Purchase Agreement</b>&#8221;) with SOK Partners, LLC, an affiliate of the Company (&#8220;<b>SOK</b>&#8221;), pursuant to which the Company agreed to issue and sell <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">(i) a senior convertible note, in an original principal amount of $122,195.60 (the &#8220;SOK Note&#8221;), which SOK Note shall be convertible into a certain amount of shares (the &#8220;SOK Conversion Shares&#8221;) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the &#8220;SOK Warrant&#8221;) to initially acquire up to 407,318 additional shares of Common Stock (the &#8220;SOK Warrant Shares&#8221;, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the &#8220;SOK Securities&#8221;) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the &#8220;SOK Convertible Notes Offering&#8221;).</font> The SOK Note, the SOK Warrant, the SOK Securities Purchase Agreement and the SOK Registration Rights Agreement contain terms and conditions substantially identical to that of the Investor Note, the Investor Warrant, the Investor Securities Purchase Agreement and the Investor Registration Rights Agreement (as defined below), respectively, which are described in greater detail under &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations&#160;&#151;&#160;Liquidity and Capital Resources&#8221;.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 8) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The remaining disclosure of this Note 8 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the &#8220;SOK Purchase Agreement&#8221;) with SOK Partners, LLC (&#8220;SOK Partners&#8221;), and an investment partnership. Josh Kornberg, who is a member of the Company&#8217;s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company&#8217;s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company&#8217;s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company&#8217;s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the &#8220;Herschkowitz Purchase Agreement&#8221;). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company&#8217;s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company&#8217;s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company&#8217;s assets, including patents and other intellectual property.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In addition, the Company and Atlantic Partners Alliance LLC (&#8220;APA&#8221;) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties&#8217; intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA&#8217;s investments in the Company involving a high degree of risk and the Company&#8217;s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the &#8220;Forbearance Agreement&#8221;). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company&#8217;s assets, resulting from the Company&#8217;s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $0.014 per share from $0.065 per share, to satisfy the Company&#8217;s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company&#8217;s common stock, constituting the &#8220;penalty shares&#8221; under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company&#8217;s shares on NASDAQ pursuant to an underwritten offering of the Company&#8217;s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 57</font>% of the Company&#8217;s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company&#8217;s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In December 2013, the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company paid $305,589.04 to SOK Partners in complete payment of the grid note, including interest.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In connection with the sale of the Preferred Shares on February 4, 2014 as described in Note 3, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 19,231</font> Preferred Shares for a purchase price of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">25,000</font> and received warrants to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 3,846</font> shares of common stock.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 9&#160;&#151;&#160;RELATED PARTY TRANSACTIONS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units in SOK Partners.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 9) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> The remaining disclosure of this Note 9 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the &#8220;SOK Purchase Agreement&#8221;) with SOK Partners, LLC (&#8220;SOK Partners&#8221;), and an investment partnership. Josh Kornberg, who is a member of the Company&#8217;s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company&#8217;s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company&#8217;s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company&#8217;s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the &#8220;Herschkowitz Purchase Agreement&#8221;). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company&#8217;s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company&#8217;s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company&#8217;s assets, including patents and other intellectual property.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> In addition, the Company and Atlantic Partners Alliance LLC (&#8220;APA&#8221;) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties&#8217; intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA&#8217;s investments in the Company involving a high degree of risk and the Company&#8217;s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the &#8220;Forbearance Agreement&#8221;). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company&#8217;s assets, resulting from the Company&#8217;s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $0.014 per share from $0.065 per share, to satisfy the Company&#8217;s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company&#8217;s common stock, constituting the &#8220;penalty shares&#8221; under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company&#8217;s shares on NASDAQ pursuant to an underwritten offering of the Company&#8217;s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 65% of the Company&#8217;s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company&#8217;s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 10&#160;&#151;&#160;RETIREMENT SAVINGS PLANS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, its inception year, and again in 2013, we matched 100%, of the employee&#8217;s contribution up to 4.0% of their earnings. The employer contribution was $32,790 and $1,654 in 2013 and 2012. There were no discretionary contributions to the plan in 2013 and 2012.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 1 &#151; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</h2> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Nature of Operations and Continuance of Operations</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Skyline Medical, Inc. (the &#8220;Company&#8221;) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders&#8217; deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since inception to December 31, 2013, the Company raised approximately $6,956,000 in equity and $3,935,000 in debt financing, including $2,337,000 in equity and $1,823,000 in convertible debt in 2013. In 2014, the Company has completed a private offering of units of preferred stock and warrants. See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221;.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Recent Accounting Developments</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We reviewed all significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Valuation of Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We review identifiable intangible assets for impairment in accordance with ASC 350 &#151; <i>Intangibles &#151; Goodwill and Other</i>, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> management&#8217;s</font> best estimate of the related risks and return at the time the impairment assessment is made.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Accounting Policies and Estimates</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Presentation of Taxes Collected from Customers</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Sales taxes are imposed on the Company&#8217;s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company&#8217;s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Shipping and Handling</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Advertising</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Advertising costs are expensed as incurred. There were no advertising expenses for 2013 and 2012.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Research and Development</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Research and development costs are charged to operations as incurred. Research and development costs were approximately $235,000 and $15,000 for 2013 and 2012, respectively.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Revenue Recognition</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company recognizes revenue in accordance with the SEC&#8217;s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 &#151; Revenue Recognition.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company&#8217;s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company&#8217;s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer&#8217;s right of return is limited only to the Company&#8217;s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution&#160; <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>&#160;may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and&#160;cleaning solution&#160;<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> kits</font>&#160;from &#8220;turnkey&#8221; suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Receivables</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management&#8217;s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Inventories</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Inventory balances are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Finished goods</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>56,818</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>91,008</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Raw materials</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,603</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,543</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Work-In-Process</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>46,754</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,175</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>145,209</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Property and Equipment</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div align="right">&#160;</div> <div align="right">Years</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div align="right">Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>5</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Manufacturing Tooling</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Leasehold Improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Manufacturing Tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,258</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Less: Accumulated Depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,737</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,521</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="554"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; WIDTH: 12px; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Income Taxes</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company accounts for income taxes in accordance with ASC 740 &#151; <i>Income Taxes (&#8220;ASC 740&#8221;)</i>. Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Patents and Intellectual Property</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On January 25<sup style="font-style:normal">th</sup>, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25<sup style="font-style:normal">th</sup>, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this &#8220;international&#8221; patent application instead of filing several separate national or regional patent applications.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney&#8217;s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company&#8217;s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Subsequent Events</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><i>Sale of Convertible Preferred Stock and Warrants.</i> In February 2014, we raised $2,055,000 less offering expenses from a private place of convertible preferred stock. As of February 4, 2014, Skyline Medical Inc. (the &#8220;Company&#8221;) entered into a Securities Purchase Agreement with certain investors (the &#8220;Purchasers&#8221;) pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the &#8220;Preferred Shares&#8221;), and warrants (the &#8220;Warrants&#8221;) to acquire an aggregate of approximately 1,600,000 shares of the Company&#8217;s common stock, par value $0.01 (&#8220;Common Stock&#8221;). The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. The closing of the sale of the Preferred Shares and Warrants (collectively, the &#8220;Securities&#8221;) occurred as of February 4, 2014 (the &#8220;Closing&#8221;). If the Company&#8217;s Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares purchased by each Purchaser purchased are convertible.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the &#8220;Underlying Shares&#8221;) and the Common Stock underlying the Warrants (the &#8220;Warrant Shares&#8221;). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing of the offering, and to use commercially reasonable efforts to have the registration statement declared effective within 105 days if there is no review by the Securities and Exchange Commission, and within 150 days in the event of such review.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Securities were offered and sold without registration under the Securities Act of 1933, as amended (the &#8220;Securities Act&#8221;), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the &#8220;New Issuance Price&#8221;), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation&#8217;s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a &#8220;Liquidation&#8221;), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.26 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY&#174; Automated Surgical Fluid Disposal Systems, then, the number of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><i>Settlement with Group of Warrantholders.</i> In September 2013, the Company received a request to issue 4,993,814 shares of its common stock to a group of partnerships and individuals in connection with the cashless exercise of stock purchase warrants covering a total of 6,184,412 shares. In processing the exercise, the Company commenced an internal investigation regarding the warrants and withheld delivery of the certificates for a substantial majority of the shares, pending the outcome of the investigation.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">After investigation, the Company disagreed with the group&#8217;s position that all of such shares should be delivered in connection with the exercise. Following negotiations, effective March 3, 2014, the Company and the group entered into a settlement agreement that resulted in, among other things, a net reduction of 1,264,988 shares. This reduction is reflected as outstanding on the balance sheet as of December 31, 2013.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 8 &#151; LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company adopted ASC 815 &#151; <i>Derivatives</i> <i>and Hedging</i> (&#8220;ASC 815&#8221;) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> entity&#8217;s</font> own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company&#8217;s&#160;first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2012 and 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized an increase in the liability for existing warrants during 2011 primarily due to a reduction in the spread between the exercise price and the market price of the underlying shares. In 2012, there was a slight increase to the liability due to the extension of warrants. In 2013 there was a significant decrease as a result of the older warrants expiring or getting exercised.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The inputs to the Black-Scholes model during 2009 through 2013 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Stock price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.35</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Exercise price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.769</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected life</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.50 years</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected volatility</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>54%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Assumed dividend rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Risk-free interest rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.13% to 2.97%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The original valuations, annual gain (loss) and end of year valuations are shown below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Initial<br/> Value</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Annual<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/09</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2010<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/10</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2011<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2011</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2012<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2012</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2013<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2013</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>January 1, 2009 adoption</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>479,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(390,368</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>870,278</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>868,772</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,506</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(88,290</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,796</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(21,856</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,652</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,053</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 6/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,854</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>149,007</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>147,403</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,604</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(4,689</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 9/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,743</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(738</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,481</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,419</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>62</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,562</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,624</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter ended 12/31/2009</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,698</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>617</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,081</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,053</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(724</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>752</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Subtotal</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>702,205</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 3/31/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,553</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,014</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>539</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(5,570</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,109</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,701</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 6/30/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,332</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>30,740</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>592</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(6,122</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,083</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter ended 9/30/2010</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,506</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,891</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>10,615</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(44,160</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>54,775</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,338</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>790,596</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(369,642</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,145,292</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,946</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(151,117</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>166,063</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,116</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,179</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>157,580</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The inputs to the Black-Scholes model during 2009 through 2013 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Stock price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.35</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Exercise price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.769</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected life</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.50 years</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected volatility</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>54%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Assumed dividend rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Risk-free interest rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.13% to 2.97%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The original valuations, annual gain (loss) and end of year valuations are shown below:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Initial<br/> Value</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Annual<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/09</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2010<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/10</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2011<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2011</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2012<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2012</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2013<br/> Gain (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2013</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>January 1, 2009 adoption</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>479,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(390,368</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>870,278</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>868,772</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,506</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(88,290</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,796</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(21,856</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,652</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,053</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 6/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,854</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>149,007</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>147,403</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,604</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(4,689</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 9/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,743</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(738</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,481</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,419</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>62</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,562</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,624</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter ended 12/31/2009</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,698</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>617</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,081</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,053</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(724</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>752</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Subtotal</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>702,205</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 3/31/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,553</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,014</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>539</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(5,570</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,109</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,701</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter ended 6/30/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,332</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>30,740</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>592</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(6,122</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,083</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter ended 9/30/2010</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,506</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,891</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>10,615</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(44,160</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>54,775</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,338</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>790,596</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(369,642</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,145,292</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,946</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(151,117</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>166,063</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,116</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,179</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>157,580</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The components of deferred income taxes at December 31, 2013 and December 31, 2012 are as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" align="center"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Deferred Tax Asset:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Net Operating Loss</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,259,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,209,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Other</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>59,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>73,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Total Deferred Tax Asset</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,282,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less Valuation Allowance</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,318,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,282,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Net Deferred Income Taxes</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Inventory balances are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center">&#160;&#160; <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2012</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Finished goods</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>56,818</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>91,008</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Raw materials</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,603</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,543</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Work-In-Process</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>46,754</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,175</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>145,209</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 1 &#151; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</h2> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Nature of Operations and Continuance of Operations</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">BioDrain Medical, Inc. (the &#8220;Company&#8221;) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders&#8217; deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since inception to June 30, 2014, the Company has raised approximately $9,104,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $4,060,000 in debt financing. See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221;.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Recent Accounting Developments</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May 2014, the Financial Accounting Standards Board (&#8220;FASB&#8221;) issued ASU 2014-09, <i>Revenue from Contracts with Customers</i> and created a new topic in the FASB Accounting Standards Codification (&#8220;ASC&#8221;), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In June 2014, the FASB issued ASU 2014-10, <i> Development Stage Entities</i> (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders&#8217; equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In June 2014, the FASB issued ASU 2014-12, <i> &#8220;Compensation &#151; Stock Compensation&#8221;</i> providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Valuation of Intangible Assets</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">We review identifiable intangible assets for impairment in accordance with ASC 350 &#151; <i>Intangibles</i> &#151; <i>Goodwill and Other,</i> whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> management&#8217;s</font> best estimate of the related risks and return at the time the impairment assessment is made.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Accounting Policies and Estimates</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Presentation of Taxes Collected from Customers</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Sales taxes are imposed on the Company&#8217;s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company&#8217;s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Shipping and Handling</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Advertising</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Advertising costs are expensed as incurred. Advertising expenses were $1,250 and $7,793 in the three and six months ended June 30, 2014 and there were no advertising expenses in the three and six months ended June 30, 2013.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Research and Development</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Research and development costs are charged to operations as incurred. Research and development expenses were $131,285 and $249,636 in the three and six months ended June 30, 2014 and $75,264 and $133,541 for June 30, 2013.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Revenue Recognition</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company recognizes revenue in accordance with the SEC&#8217;s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company&#8217;s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company&#8217;s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer&#8217;s right of return is limited only to the Company&#8217;s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution&#160;and filters&#160;may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution&#160;and filters&#160;from &#8220;turnkey&#8221; suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Receivables</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management&#8217;s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Inventories</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30, 2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Finished goods</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>88,285</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>56,818</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Raw materials</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>230,092</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,603</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Work-In-Process</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>42,286</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>46,754</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>360,663</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,175</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Property and Equipment</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Years</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>5</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Manufacturing tooling</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>3&#160;&#150;&#160;7</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>126,234</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,874</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Manufacturing tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>97,288</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>247,396</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less: Accumulated depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>42,738</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>204,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Income Taxes</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company accounts for income taxes in accordance with ASC 740 &#151; Income Taxes (&#8220;ASC 740&#8221;). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Patents and Intellectual Property</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On January 25<sup style="font-style:normal">th</sup>, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25<sup style="font-style:normal">th</sup>, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this &#8220;international&#8221; patent application instead of filing several separate national or regional patent applications.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney&#8217;s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company&#8217;s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Subsequent Events</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 23, 2014, Skyline Medical Inc. (the &#8220;<b>Company</b>&#8221;) entered into a Securities Purchase Agreement (the &#8220;<b>Investor Securities Purchase Agreement</b>&#8221;) with an institutional investor (the &#8220;<b>Investor</b>&#8221;), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $610,978 (the &#8220;<b>Investor Note</b>&#8221;), which Investor Note shall be convertible into a certain amount of shares (the &#8220;<b>Investor Conversion Shares</b>&#8221;) of the Company&#8217;s common stock, par value $0.01 (the &#8220;<b>Common Stock</b> &#8221;), in accordance with the terms of the Investor Note, and (ii) a warrant (the &#8220;<b>Investor Warrant</b>&#8221;) to initially acquire up to 2,036,593 additional shares of Common Stock (the &#8220;<b>Investor Warrant Shares</b>&#8221;, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the &#8220;<b>Investor</b> <b>Securities</b>&#8221;). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the &#8220;<b>Investor Convertible Notes Offering</b>&#8221;).</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the &#8220;<b>SOK Securities Purchase Agreement</b>&#8221;) with SOK Partners, LLC, an affiliate of the Company (&#8220;<b>SOK</b>&#8221;), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $122,196 (the &#8220;<b>SOK Note</b>&#8221;), which SOK Note shall be convertible into a certain amount of shares (the &#8220;<b>SOK Conversion Shares</b>&#8221;) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the &#8220;<b>SOK Warrant</b>&#8221;) to initially acquire up to 407,318 additional shares of Common Stock (the &#8220;<b>SOK Warrant Shares</b>&#8221;, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the &#8220;<b>SOK Securities</b>&#8221;). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the &#8220;<b>SOK Convertible Notes Offering</b>&#8221;).</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">See &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations &#151; Liquidity and Capital Resources&#8221; for a discussion of the above transactions.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Interim Financial Statements</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (&#8220;GAAP&#8221;) and the rules and regulations of the Securities and Exchange Commission (&#8220;SEC&#8221;) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company&#8217;s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on March 27, 2014. The nature of the Company&#8217;s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Inventory balances are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30, 2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Finished goods</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>88,285</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>56,818</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Raw materials</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>230,092</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>18,603</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Work-In-Process</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>42,286</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>46,754</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>360,663</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>122,175</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company&#8217;s investment in Fixed Assets consists of the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>June 30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>December 31,<br/> 2013</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Computers and office equipment</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>126,234</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>61,505</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Leasehold improvements</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,874</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>23,614</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Manufacturing tooling</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>97,288</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,900</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>247,396</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>175,019</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Less: Accumulated depreciation</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>42,738</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>16,909</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total Fixed Assets, Net</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>204,658</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>158,110</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The inputs to the Black-Scholes model during 2009 through 2014 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Stock price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.06 to $.50</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Exercise price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.01 to $.325</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected life</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>2.0 to 6.5 years</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Expected volatility</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>59%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Assumed dividend rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#151;%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Risk-free interest rate</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>.13% to 2.97%</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The original valuations, annual gain/(loss) and end of year valuations are shown below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Initial<br/> Value</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Annual<br/> Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/09</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2010 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/10</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2011 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2011</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2012 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2012</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2013 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2013</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">2014 Gain<br/> (Loss)</font></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div><font style="FONT-SIZE: 7pt">Value at<br/> 12/31/2014</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>January 1, 2009 adoption</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>479,910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(390,368</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>870,278</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>868,772</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,506</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(88,290</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>89,796</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(21,856</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>111,652</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>100,053</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,469</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>130</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 6/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,854</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>149,007</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>147,403</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,604</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(4,689</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,293</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 9/30/2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>39,743</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(738</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,481</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>40,419</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>62</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(1,562</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,624</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>910</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter<br/> ended 12/31/2009</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,698</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>617</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,081</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>12,053</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(724</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>752</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>337</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: text-bottom"> <div>Subtotal</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>702,205</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 3/31/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,553</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>25,014</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>539</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(5,570</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,109</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>3,701</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>2,408</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>Warrants issued in quarter<br/> ended 6/30/2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,332</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>30,740</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>592</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(6,122</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,714</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>6,083</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>631</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Warrants issued in quarter<br/> ended 9/30/2010</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>31,506</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#160;&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,891</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>10,615</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(44,160</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>54,775</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,338</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>53,437</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>&#151;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 20pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>790,596</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(369,642</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,071,847</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>1,145,292</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>14,946</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(151,117</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>166,063</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>(3,116</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>)&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>169,179</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>157,580</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,599</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>11,469</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>130</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 17956 20950 1.67 2.62 41898 92776 47882 121278 1291174 5184511 1496174 7372813 3498218 10670925 5797611 26882251 12663566 35132136 1.67 1.25 1.67 1.04 0.26 0.45 0.27 0.49 0.19 0.44 0.11 0.23 0.09 0.13 23942 71826 5984 28502 1243292 5075204 205000 2188302 2210000 3435662 2483334 18222243 9514286 11688166 17986157 25739682 1.67 0.85 1.67 0.35 0.2 0.45 0.37 0.65 0.17 0.34 0.01 0.14 0.08 0.15 0.09 0.12 11971 207956 8979 83941 2010917 2235368 3366455 1159995 8326862 3.76 0.43 1.67 0.73 0.48 0.11 0.50 0.24 0.18 128571 100000 412963 71826 560330 17901127 0.46 0.01 0.01 0.01 0.01 0.11 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 3 &#151; STOCKHOLDERS&#8217; DEFICIT, STOCK OPTIONS AND WARRANTS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In connection with the financing completed in October 2008, the Company has effected two reverse stock splits, one on June 6, 2008 and another on October 20, 2008. In accordance with SAB Topic 4C, all stock options and warrants and their related exercise prices are stated at their post-reverse stock split values.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Accounting for share-based payment</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has adopted ASC 718 &#151; <i> Compensation &#151; Stock Compensation</i> (&#8220;ASC 718&#8221;). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> best estimates, which involve inherent uncertainties and the application of management&#8217;s <font color="#000000">judgment. As a result, if factors change and the Company uses different assumptions, the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> equity-based compensation expense could be materially different in the future.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management&#8217;s judgment. As a result, if factors change and the Company uses different assumptions, the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> equity-based consulting and interest expense could be materially different in the future.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Valuation and accounting for options and warrants</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term. For grants issued during 2008, the Company used a 2.0 to 4.5% risk-free interest rate, 0% dividend rate, 53 &#150; 66% volatility and estimated term of 2.5 to 7.5 years. Values computed using these assumptions ranged from $.102 per share to $.336 per share. Warrants or options awarded for services rendered are expensed over the period of service (normally the vesting period) as compensation expense for employees or an appropriate consulting expense category for awards to consultants and directors. Warrants granted in connection with a common equity financing are included in stockholders&#8217; equity, provided that there is no re-pricing provision that requires them to be treated as a liability (See Note 8) and warrants granted in connection with a debt financing are treated as a debt discount and amortized using the interest method as interest expense over the term of the debt.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Warrants issued in connection with the $100,000 convertible debt that closed March 1, 2007 created a debt discount of $40,242 that was being amortized as additional interest over its 5-year term. Warrants issued in connection with the $170,000 convertible &#8220;bridge&#8221; debt that closed in July 2007 created a calculated debt discount of $92,700 that was fully expensed over its loan term that matured April 30, 2008.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company issued $100,000 in convertible debt in October 2009 and issued a warrant, in connection with the debt, for 200,000 shares of common stock at $.65 per share. The Company determined that the warrant had an initial value of $30,150 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company also issued $200,000 in convertible debt in June 2010 and issued a warrant, in connection with the debt, to purchase 1,111,112 shares of common stock at $.46 per share. The Company determined that the value of the June 2010 warrant was $96,613. This value was treated as a debt discount and amortized as additional interest expense over the 22-month term of the note.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company also issued $32,000 in convertible debt in September 2010 and issued a warrant to purchase 320,000 shares of common stock at $.18 per share. The Company determined that this warrant had a value of $15,553 that was treated as a debt discount and amortized as additional interest expense over the 18-month term of the note.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company also issued $16,800 in convertible debt in December 2010 and issued a warrant to purchase 200,000 shares of common stock at $.084 per share. The Company determined that this warrant had a value of $7,232 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January 2011, the Company issued three convertible notes of $50,000 each and also issued warrants to purchase 1,595,239 common shares at $.20 per share. The value of the warrants was determined to be $47,908 and was being treated as a debt discount and amortized as additional interest expense over the 24-month term of the notes.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">For grants of stock options and warrants in 2011 the Company used a 0.34 to 2.44% risk-free interest rate, 0% dividend rate, 54 &#150; 66% volatility and estimated term of 3 to 10 years. Values computed using these assumptions ranged from $0.0126 to $0.3412 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In November 2012, the Company issued four convertible notes of $27,500, $27,500, $51,243 and $50,000, respectively. The note holders were issued shares of our common stock at $.10 per share value in consideration for the notes. Though short term the value of the notes are being treated as a debt discount with an aggregate discount of $33,469 and amortized as additional interest expense over the six month term of the notes.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">For grants of stock options and warrants in 2012 the Company used a 0.33% to 1.80% risk-free interest rate, 0% dividend rate, 54%, 59% or 66% volatility and estimated terms of 3, 5 or 10 years. Value computed using these assumptions ranged from $0.0111 to $0.096 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January 2013, in connection with a private placement offering the Company issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate 2,500,000 shares of the corporation&#8217;s common stock at an exercise price of $.15 per share. The value of the notes were treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company&#8217;s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $01 per share, at $.01 per share to the former CEO exercising options.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Horowitz who received 357,163 shares.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation&#8217;s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company&#8217;s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company&#8217;s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following summarizes transactions for stock options and warrants for the periods indicated:</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt; DIRECTION: ltr"> <table style="WIDTH: 33.72%; BORDER-COLLAPSE: collapse; HEIGHT: 547px; FONT-SIZE: 10pt; OVERFLOW: visible" cellspacing="0" cellpadding="0"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" colspan="5"> <div style="CLEAR:both;CLEAR: both">Stock&#160;Options<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" colspan="5"> <div style="CLEAR:both;CLEAR: both">Warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Number&#160;of<br/> Shares</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Average<br/> Exercise&#160;Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Number&#160;of<br/> Shares</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Average<br/> Exercise&#160;Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2005</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">17,956</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">20,950</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2.62</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">23,942</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">71,826</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.85</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">41,898</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">92,776</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.25</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,984</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">28,502</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.35</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2007</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">47,882</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">121,278</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,243,292</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.2</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,075,204</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.45</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(11,971)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3.76</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2008</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,291,174</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.26</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,184,511</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.45</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">205,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.37</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,188,302</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.65</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,496,174</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">7,372,813</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.49</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,210,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.17</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3,435,662</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.34</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(207,956)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.43</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(8,979)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(128,571)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.46</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3,498,218</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.19</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">10,670,925</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.44</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,483,334</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">18,222,243</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(83,941)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.73</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(2,010,917)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.48</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(100,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2011</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,797,611</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">26,882,251</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.23</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">9,514,286</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.08</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">11,688,166</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.15</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(2,235,368)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(3,366,455)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.50</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(412,963)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(71,826)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">12,663,566</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">35,132,136</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">17,986,157</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">25,739,682</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.12</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(1,159,995)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.24</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(8,326,862)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(560,330)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(17,901,127)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 50px; VERTICAL-ALIGN: top" align="left"> <div style="CLEAR:both;CLEAR: both">(1)</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">At December 31, 2013, 27,658,652 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.085 and a weighted average remaining term of 8.80 years. There are 34,643,829 warrants that are fully vested and exercisable. Stock-based compensation recognized in 2013 and 2012 was $3,700,070 and $830,372, respectively. The Company has $166,905 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over the next 22 months.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following summarizes the status of options and warrants outstanding at December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">Range of Exercise Prices</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Weighted<br/> Average<br/> Remaining<br/> Life</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Options:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.52</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">325,187</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.43</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.065</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.07</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">197,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.44</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">14,400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.21</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.079</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,740,508</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.22</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9,300,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.63</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.88</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.07</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.1325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">226,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.54</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.14</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">242,857</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.54</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">676,666</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.16</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">5,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.36</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">370,373</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10.00</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.29</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.77</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.318</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">94,338</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.75</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.33</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.73</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.3415</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">20,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.75</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.35</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">75,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.37</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.585</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">95,768</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.44</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Warrants:</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.94</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,666,667</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.85</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7,714,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.10</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,428,572</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.33</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.12</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.90</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">16,648,284</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.98</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.16</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">150,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.38</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,294,118</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.18</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">533,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2.83</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.198</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,770,833</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.41</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,237,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">375,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.77</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.46</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">83,207</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.30</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.769</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">342,029</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.50</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Stock options and warrants expire on various dates from January 2014 to December 2023.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Under the terms of the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> agreement with investors in the October 2008 financing, 1,920,000 shares of common stock were the maximum number of shares allocated to the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> existing shareholders at the time of the offering (also referred to as the original shareholders or the &#8220;Founders&#8221;). Since the total of the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> fully diluted shares of common stock was greater than 1,920,000 shares, in order for the Company to proceed with the offering, the Board of Directors approved a reverse stock split of 1-for-1.2545. After this split was approved, additional options and warrants were identified, requiring a second reverse stock split in order to reach the 1,920,000 shares. The second reverse stock split on the reduced 1-for-1.2545 balance was determined to be 1-for-1.33176963. Taken together, if only one reverse stock split was performed, the number would have been a reverse stock split of 1-for-1.670705.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On June 6, 2008, the Board of Directors approved the first reverse stock split. The authorized number of shares of common stock of 20,000,000 was proportionately divided by 1.2545 to arrive at 15,942,607.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On October 20, 2008, the Board of Directors (i) approved the second reverse stock split pursuant to which the authorized number of shares of common stock of 15,942,607 was proportionately divided by 1.33177 to arrive at 11,970,994 shares and (ii) approved a resolution to increase the number of authorized shares of the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Company&#8217;s</font> common stock from 11,970,994 to 40,000,000, which was approved by the Company&#8217;s shareholders holding a majority of the shares entitled to vote thereon at a special meeting of shareholders held on December 3, 2008.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an amendment of the Company&#8217;s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">An increase from 300 million to 800 million authorized shares, and an amendment of the Company&#8217;s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.</div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Stock Options and Warrants Granted by the Company</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following table is the listing of stock options and warrants as of December 31, 2013 by year of grant:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Stock Options:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2008</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>420,955</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.017&#160;&#150;&#160;585</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>75,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.35</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>410,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.15</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2011</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>9,497,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.07&#160;&#150;&#160;08</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>2013</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>17,976,157</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.065&#160;&#150;&#160;0.3415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28,929,398</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01&#160;&#150;&#160;.585</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Warrants:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2008</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>342,029</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.46&#160;&#150;&#160;0.769</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>83,207</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.46</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2011</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,597,690</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.075-.25</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>5,352,451</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.15&#160;&#150;&#160;0.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>2013</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,068,452</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.08&#160;&#150;&#160;198</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>34,643,829</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01&#160;&#150;&#160;769</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The following summarizes transactions for stock options and warrants for the periods indicated:</font></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt; DIRECTION: ltr"> <table style="WIDTH: 33.72%; BORDER-COLLAPSE: collapse; HEIGHT: 547px; FONT-SIZE: 10pt; OVERFLOW: visible" cellspacing="0" cellpadding="0"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" colspan="5"> <div style="CLEAR:both;CLEAR: both">Stock&#160;Options<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" colspan="5"> <div style="CLEAR:both;CLEAR: both">Warrants<sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Number&#160;of<br/> Shares</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Average<br/> Exercise&#160;Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Number&#160;of<br/> Shares</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" colspan="2"> <div style="CLEAR:both;CLEAR: both">Average<br/> Exercise&#160;Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2005</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">17,956</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">20,950</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2.62</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">23,942</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">71,826</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.85</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">41,898</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">92,776</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.25</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,984</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">28,502</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.35</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2007</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">47,882</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">121,278</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,243,292</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.2</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,075,204</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.45</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(11,971)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3.76</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2008</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,291,174</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.26</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,184,511</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.45</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">205,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.37</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,188,302</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.65</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1,496,174</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">7,372,813</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.49</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,210,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.17</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3,435,662</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.34</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(207,956)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.43</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(8,979)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">1.67</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(128,571)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.46</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">3,498,218</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.19</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">10,670,925</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.44</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">2,483,334</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">18,222,243</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(83,941)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.73</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(2,010,917)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.48</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(100,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2011</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">5,797,611</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">26,882,251</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.23</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">9,514,286</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.08</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">11,688,166</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.15</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(2,235,368)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(3,366,455)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.50</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(412,963)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(71,826)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">12,663,566</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">35,132,136</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">17,986,157</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">25,739,682</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.12</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(1,159,995)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.24</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(8,326,862)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(560,330)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">(17,901,127)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0px; MARGIN: 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0" width="100%"> <tr style="TEXT-ALIGN: left; LINE-HEIGHT: 12pt; FONT-STYLE: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; FONT-WEIGHT: normal"> <td style="WIDTH: 1px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 50px; VERTICAL-ALIGN: top" align="left"> <div style="CLEAR:both;CLEAR: both">(1)</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following summarizes the status of options and warrants outstanding at December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">Range of Exercise Prices</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Weighted<br/> Average<br/> Remaining<br/> Life</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Options:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.52</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.017</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">325,187</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.43</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.065</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.07</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">197,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.44</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">14,400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.21</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.079</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,740,508</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.22</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9,300,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.63</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.88</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.07</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.1325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">226,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.54</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.14</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">242,857</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.54</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">676,666</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.16</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">5,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.36</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">370,373</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10.00</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.29</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.77</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.318</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">94,338</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.75</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.33</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.73</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.3415</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">20,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.75</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.35</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">75,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.37</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.585</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">95,768</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.44</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Warrants:</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.94</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,666,667</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.85</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7,714,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.10</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,428,572</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.33</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.12</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.90</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">16,648,284</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.98</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.16</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">150,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.38</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,294,118</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.18</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">533,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2.83</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.198</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,770,833</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.41</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,237,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">375,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.77</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.46</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">83,207</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.30</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.769</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">342,029</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.50</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The following table is the listing of stock options and warrants as of December 31, 2013 by year of grant:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Stock Options:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2008</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>420,955</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.017&#160;&#150;&#160;585</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>75,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.35</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>410,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.15</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2011</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>9,497,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.07&#160;&#150;&#160;08</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>2013</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>17,976,157</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.065&#160;&#150;&#160;0.3415</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>28,929,398</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01&#160;&#150;&#160;.585</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Warrants:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -15pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div>Year</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div>Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2008</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>342,029</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.46&#160;&#150;&#160;0.769</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2009</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>83,207</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.46</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2010</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2011</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>8,597,690</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.075-.25</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div>2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>5,352,451</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.15&#160;&#150;&#160;0.20</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>2013</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>20,068,452</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>0.08&#160;&#150;&#160;198</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255)"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div>Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>34,643,829</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div>$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div>.01&#160;&#150;&#160;769</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt" align="center">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center">&#160;</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The following summarizes transactions for stock options and warrants for the periods&#160;indicated:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div style="CLEAR:both;CLEAR: both">Stock Options</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div style="CLEAR:both;CLEAR: both">Warrants</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Number of Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Average Exercise Price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Number of Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Average Exercise Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">12,663,566</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">35,132,136</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">17,986,157</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">25,739,682</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.12</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(1,159,995</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.24</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(8,326,862</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(560,330</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(17,901,127</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">5,115,061</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,133,812</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(495,768</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.34</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(4,171,733</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.16</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(345,187</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.02</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(2,220,831</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at June 30, 2014</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">33,203,504</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.10</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,385,077</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.15</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The following summarizes the status of options and warrants outstanding at June 30, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">Range of Exercise Prices</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Weighted Average Remaining Life</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Options:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.02</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.065</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.70</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.07</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">177,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.12</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">14,400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.71</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.079</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,740,508</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.72</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9,300,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.13</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.088</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.57</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.1325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">226,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.04</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.14</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">242,857</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.04</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,110,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.97</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">755,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.79</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.185</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">162,162</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.76</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">250,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.72</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.23</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3,019,565</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.69</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">250,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.65</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">370,373</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.51</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.29</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.28</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.318</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">94,338</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.26</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.33</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">25,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.24</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.3415</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">20,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.25</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">33,203,504</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Warrants:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.44</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,083,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.07</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7,714,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.71</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.12</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.58</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">15,314,951</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.52</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.165</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">407,318</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.38</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.18</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">333,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.97</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.198</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,770,833</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.92</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">87,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.60</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">375,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">111,111</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.21</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,615,383</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.76</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.769</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">342,029</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,385,077</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> &#160;&#160;</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> </h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The following table is the listing of stock options and warrants as of June 30, 2014 by year of grant:</font></div> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal"></font>&#160;</h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal">Stock Options:</font></h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"> &#160;</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="clear:both;FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt"> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><b><font style="FONT-SIZE: 8pt">Year</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Shares</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Price</font></b></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2010</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">410,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2011</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">550,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2012</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">9,477,286</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.07 &#150; .08</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2013</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">17,901,157</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.065 &#150; .3415</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2014</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">4,865,061</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15 &#150; .25</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Total</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">33,203,504</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01 &#150; .3415</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> </table> </div> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal">Warrants:</font></h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"> &#160;</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="clear:both;FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt"> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><b><font style="FONT-SIZE: 8pt">Year</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Shares</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Price</font></b></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2008</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">342,029</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.769</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2010</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">30,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2011</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">2,458,333</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.075&#160;&#150;&#160;.25</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2012</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">5,352,451</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15&#160;&#150;&#160;.20</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2013</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">20,068,452</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.08&#160;&#150;&#160;.198</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2014</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">2,133,812</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.165&#160;&#150;&#160;.325</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Total</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">30,385,077</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01&#160;&#150;&#160;.769</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> NOTE 3 &#151; STOCKHOLDERS&#8217; DEFICIT, STOCK OPTIONS AND WARRANTS</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On February 4, 2014, (the &#8220;Closing Date&#8221;) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the &#8220;Preferred Shares&#8221;) pursuant to a Securities Purchase Agreement with certain investors (the &#8220;Purchasers&#8221;) purchased 20,550 Preferred Shares, and warrants (the &#8220;Warrants&#8221;) to acquire an aggregate of approximately 1,600,000 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the Closing Date. If the Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 4,615,385 shares to the Purchasers in connection with this provision.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the &#8220;Underlying Shares&#8221;) and the Common Stock underlying the Warrants (the &#8220;Warrant Shares&#8221;). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 132 days of the Closing Date (as extended by subsequent consent of the Purchasers), and to use commercially reasonable efforts to have the registration statement declared effective within 147 days if there is no review by the Securities and Exchange Commission, and within 192 days in the event of such review. Pursuant to the Registration Rights Agreement this deadline was extended to a filing deadline of 45 days from July 23, 2014, and an effectiveness deadline of the earlier of (A) 60 calendar days from July 23, 2014 (or 120 calendar days from July 23, 2014 if the registration is subject to review by SEC) and (B) the fifth Trading Day after the Company is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the &#8220;New Issuance Price&#8221;), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation&#8217;s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a &#8220;Liquidation&#8221;), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.325 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY&#174; Automated Surgical Fluid Disposal Systems, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Accounting for share-based payment</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company has adopted ASC 718 &#151; Compensation &#151; Stock Compensation (&#8220;ASC 718&#8221;). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future.</div> <h4 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: italic 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt"> Valuation and accounting for options and warrants</h4> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January 2013, in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate of 2,500,000 shares of the corporation&#8217;s common stock at an exercise price of $.15 per share. The value of the notes are being treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company&#8217;s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $.01 per share, at $.01 per share to the former CEO exercising options.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Horowitz who received 357,163 shares.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation&#8217;s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company&#8217;s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company&#8217;s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January 2014 the Company issued 325,187 shares of common stock to the former CEO at $.0167 per share upon his exercising options.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January through March 2014, 9 warrant holders exercised warrants through a cashless exercise for a total of 1,158,131 shares of common stock.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In January and February 2014 the Company issued warrants to purchase 1,615,383 shares pursuant to a February 4, 2014 private placement whereby the Company issued 20,550 shares of Series A Convertible Preferred Stock raising gross proceeds of $2,055,000. The warrants are at an exercise price of $0.325.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In February 2014 the Company issued a warrant to purchase 111,111 shares of common stock at an exercise price of $0.27 to a major shareholder Dr. Samuel Herschkowitz. The warrant is in consideration for a bridge loan extended in December 2013 that has been paid in February 2014.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On March 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 72,760 shares of common stock were issued to 16 holders of Preferred Shares.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In March 2014, the Company issued 333,334 shares of common stock to a warrant holder for a partial cash exercise at $0.15 per share; issued 250,000 shares to the holder via the cashless exercise of the remainder of the warrant.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">In June 2014, the Company issued 279,366 shares of common stock to a warrant holder exercising cashless warrants.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On June 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 116,934 shares of common stock were issued to 16 holders of Preferred Shares.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">On June 30, 2014, the Company issued a warrant to purchase 407,318 shares of common stock at an exercise price of $0.165 to SOK Partners, LLC, in consideration for a bridge loan. The warrant has a Black-Scholes debt discount of $23,876.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">For grants of stock options and warrants in 2014 the Company used a 1.44% to 2.75% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $0.0586 to $0.1837 per share.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following summarizes transactions for stock options and warrants for the periods&#160;indicated:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div style="CLEAR:both;CLEAR: both">Stock Options</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="7"> <div style="CLEAR:both;CLEAR: both">Warrants</div> </td> </tr> <tr> <td style="TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Number of Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Average Exercise Price</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Number of Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Average Exercise Price</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2012</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">12,663,566</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">35,132,136</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">17,986,157</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">25,739,682</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.12</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(1,159,995</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.24</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(8,326,862</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.18</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(560,330</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(17,901,127</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at December 31, 2013</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">28,929,398</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.09</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">34,643,829</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.14</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Issued</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">5,115,061</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.11</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,133,812</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Expired</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(495,768</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.34</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(4,171,733</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.16</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Exercised</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(345,187</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.02</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">(2,220,831</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">)&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.13</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Outstanding at June 30, 2014</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">33,203,504</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.10</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,385,077</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.15</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>&#160;&#160;&#160;<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">At June 30, 2014, 31,341,741 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.10 and a weighted average remaining term of 8.79 years. All warrants are fully vested and exercisable. Stock-based compensation recognized for the six months ending June 2014 and June 30, 2013 was $352,762 and $1,378,541, respectively. The Company has $259,398 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over a weighted average period of approximately 18 months.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The following summarizes the status of options and warrants outstanding at June 30, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; FONT-VARIANT: normal; FONT-STYLE: normal; TEXT-INDENT: 0px; MARGIN: -20pt 0pt 0pt; PADDING-LEFT: 0pt; PADDING-RIGHT: 0pt; FONT-FAMILY: Times New Roman, Times, Serif; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: normal; PADDING-TOP: 3pt" cellspacing="0" cellpadding="0"> <tr> <td> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: medium none; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td colspan="3"> <div style="CLEAR:both;CLEAR: both"></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold"> <div style="CLEAR:both;CLEAR: both">Range of Exercise Prices</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Shares</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center; LINE-HEIGHT: normal; FONT-SIZE: 8pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: bold" colspan="3"> <div style="CLEAR:both;CLEAR: both">Weighted Average Remaining Life</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Options:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">550,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.02</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.065</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">10,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.70</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.07</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">177,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.12</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">14,400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.71</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.079</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,740,508</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.72</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9,300,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">8.13</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.088</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">400,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.57</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.1325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">226,415</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.04</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.14</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">242,857</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.04</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,110,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7.97</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.17</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">755,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.79</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.185</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">162,162</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.76</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">250,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.72</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.23</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3,019,565</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.69</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">250,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.65</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">370,373</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.51</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.29</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">100,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.28</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.318</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">94,338</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.26</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.33</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">25,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.24</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.3415</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">20,000</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">9.25</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">33,203,504</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">Warrants:<br/> </div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;&#160;</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.01</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.44</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.075</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">2,083,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.07</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.08</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">7,714,286</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.71</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.12</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">200,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.58</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.15</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">15,314,951</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.52</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.165</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">407,318</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1.38</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.18</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">333,333</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.97</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.198</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,770,833</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.92</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.20</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">87,500</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.60</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.25</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">375,000</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.27</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.27</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">111,111</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">3.21</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: text-bottom"> <div style="CLEAR:both;CLEAR: both">$0.325</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">1,615,383</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">4.76</div> </td> <td style="white-space:nowrap; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">$0.769</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">342,029</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">0.01</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="BORDER-BOTTOM: white 3pt double; TEXT-INDENT: 0pt; PADDING-LEFT: 10pt; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">Total</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 3pt double; TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">30,385,077</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; WHITE-SPACE: ; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: center; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: white 3pt double; TEXT-ALIGN: left; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN: center"> &#160;&#160;</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">Stock options and warrants expire on various dates from July 2014 to June 2024.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">The shareholders approved an amendment of the Company&#8217;s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left">An increase from 300 million to 800 million authorized shares, and an amendment of the Company&#8217;s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.</div> <h2 style="TEXT-ALIGN: left; PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 0pt; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: bold 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 5pt"> Stock Options and Warrants Granted by the Company</h2> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PADDING-BOTTOM: 3pt; TEXT-TRANSFORM: none; TEXT-INDENT: 20px; MARGIN: 0pt; PADDING-LEFT: 4px; PADDING-RIGHT: 0pt; FONT: 10pt/12pt Times New Roman, Times, Serif; PADDING-TOP: 3pt" align="left"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following table is the listing of stock options and warrants as of June 30, 2014 by year of grant:</div> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal"></font>&#160;</h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal">Stock Options:</font></h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"> &#160;</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="clear:both;FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt"> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><b><font style="FONT-SIZE: 8pt">Year</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Shares</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Price</font></b></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2010</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">410,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2011</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">550,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2012</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">9,477,286</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.07 &#150; .08</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2013</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">17,901,157</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.065 &#150; .3415</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2014</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">4,865,061</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15 &#150; .25</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> <tr> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Total</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">33,203,504</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01 &#150; .3415</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"></td> </tr> </table> </div> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"><font style="FONT-WEIGHT: normal">Warrants:</font></h5> <h5 style="LINE-HEIGHT: 12pt; TEXT-INDENT: 15pt; MARGIN: 0in 0in 0pt"> &#160;</h5> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both" align="center"> <table style="clear:both;FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt"> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" colspan="3"></td> </tr> <tr> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><b><font style="FONT-SIZE: 8pt">Year</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Shares</font></b></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom" colspan="3"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><b><font style="FONT-SIZE: 8pt">Price</font></b></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2008</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">342,029</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.769</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2010</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">30,000</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2011</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">2,458,333</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.075&#160;&#150;&#160;.25</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2012</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">5,352,451</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.15&#160;&#150;&#160;.20</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2013</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">20,068,452</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.08&#160;&#150;&#160;.198</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">2014</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">2,133,812</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.165&#160;&#150;&#160;.325</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 1pt solid; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: white; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> <tr> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 10pt; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Total</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">30,385,077</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">$</font></div> </td> <td style="BORDER-BOTTOM: black 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="right"><font style="FONT-SIZE: 10pt">.01&#160;&#150;&#160;.769</font></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: white 2.25pt double; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 3pt; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BACKGROUND: #cceeff; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 3pt" valign="bottom"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">&#160;</font></div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. 23,492 (40,000 pre-split) shares valued at $.0167 per share as compensation for loan guarantees by management Compensation for loan guarantees by management Conversion of convertible notes by management Investment including 670 shares issued as a 10% finder’s fee For payment of patent legal fees For vendor contractual consideration Founders shares, 1,000,000 pre-split Investment, "October 2008 financing" Employment agreements Investment The shares reduce by 1/3 yearly and are returned to the Company as the debt is paid. The Company purchased shares previously issued to a former officer equal to the cost of withholding taxes advanced by the Company. The value here represents the net pay from the transaction that was retained by the Company. The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008. EX-101.SCH 8 skln-20140630.xsd XBRL TAXONOMY EXTENSION SCHEMA 101 - Document - Document And Entity Information link:presentationLink link:definitionLink link:calculationLink 102 - Statement - BALANCE SHEETS link:presentationLink link:definitionLink link:calculationLink 103 - Statement - BALANCE SHEETS [Parenthetical] link:presentationLink link:definitionLink link:calculationLink 104 - Statement - STATEMENTS OF OPERATIONS link:presentationLink link:definitionLink link:calculationLink 105 - Statement - STATEMENT OF STOCKHOLDERS' DEFICIT link:presentationLink link:definitionLink link:calculationLink 106 - Statement - STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] link:presentationLink link:definitionLink link:calculationLink 107 - Statement - STATEMENTS OF CASH FLOWS link:presentationLink link:definitionLink link:calculationLink 108 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:definitionLink link:calculationLink 109 - Disclosure - DEVELOPMENT STAGE OPERATIONS link:presentationLink link:definitionLink link:calculationLink 110 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS link:presentationLink link:definitionLink link:calculationLink 111 - Disclosure - LOSS PER SHARE link:presentationLink link:definitionLink link:calculationLink 112 - Disclosure - INCOME TAXES link:presentationLink link:definitionLink link:calculationLink 113 - Disclosure - LONG-TERM DEBT link:presentationLink link:definitionLink link:calculationLink 114 - Disclosure - RENT OBLIGATION link:presentationLink link:definitionLink link:calculationLink 115 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS link:presentationLink link:definitionLink link:calculationLink 116 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:definitionLink link:calculationLink 117 - Disclosure - RETIREMENT SAVINGS PLANS link:presentationLink link:definitionLink link:calculationLink 118 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:definitionLink link:calculationLink 119 - Disclosure - SUPPLEMENTAL CASH FLOW DATA link:presentationLink link:definitionLink link:calculationLink 120 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:definitionLink link:calculationLink 121 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:definitionLink link:calculationLink 122 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Tables) link:presentationLink link:definitionLink link:calculationLink 123 - Disclosure - LOSS PER SHARE (Tables) link:presentationLink link:definitionLink link:calculationLink 124 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:definitionLink link:calculationLink 125 - Disclosure - LONG-TERM DEBT (Tables) link:presentationLink link:definitionLink link:calculationLink 126 - Disclosure - RENT OBLIGATION (Tables) link:presentationLink link:definitionLink link:calculationLink 127 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Tables) link:presentationLink link:definitionLink link:calculationLink 128 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) link:presentationLink link:definitionLink link:calculationLink 129 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) link:presentationLink link:definitionLink link:calculationLink 130 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) link:presentationLink link:definitionLink link:calculationLink 131 - Disclosure - DEVELOPMENT STAGE OPERATIONS (Details Textual) link:presentationLink link:definitionLink link:calculationLink 132 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details) link:presentationLink link:definitionLink link:calculationLink 133 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 1) link:presentationLink link:definitionLink link:calculationLink 134 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 2) link:presentationLink link:definitionLink link:calculationLink 135 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details Textual) link:presentationLink link:definitionLink link:calculationLink 136 - Disclosure - LOSS PER SHARE (Details) link:presentationLink link:definitionLink link:calculationLink 137 - Disclosure - LOSS PER SHARE (Details Textual) link:presentationLink link:definitionLink link:calculationLink 138 - Disclosure - INCOME TAXES (Details) link:presentationLink link:definitionLink link:calculationLink 139 - Disclosure - INCOME TAXES (Details Textual) link:presentationLink link:definitionLink link:calculationLink 140 - Disclosure - LONG-TERM DEBT (Details) link:presentationLink link:definitionLink link:calculationLink 141 - Disclosure - LONG-TERM DEBT (Details Textual) link:presentationLink link:definitionLink link:calculationLink 142 - Disclosure - RENT OBLIGATION (Details) link:presentationLink link:definitionLink link:calculationLink 143 - Disclosure - RENT OBLIGATION (Details Textual) link:presentationLink link:definitionLink link:calculationLink 144 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details) link:presentationLink link:definitionLink link:calculationLink 145 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details 1) link:presentationLink link:definitionLink link:calculationLink 146 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details Textual) link:presentationLink link:definitionLink link:calculationLink 147 - Disclosure - RELATED PARTY TRANSACTIONS (Details Textual) link:presentationLink link:definitionLink link:calculationLink 148 - Disclosure - RETIREMENT SAVINGS PLANS (Details Textual) link:presentationLink link:definitionLink link:calculationLink 149 - Disclosure - COMMITMENTS AND CONTINGENCIES (Details Textual) link:presentationLink link:definitionLink link:calculationLink 150 - Disclosure - SUPPLEMENTAL CASH FLOW DATA (Details Textual) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 9 skln-20140630_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 10 skln-20140630_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 11 skln-20140630_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 12 skln-20140630_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 13 R39.htm IDEA: XBRL DOCUMENT v2.4.0.8
INCOME TAXES (Details Textual) (USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Tax Credit Carryforward [Line Items]    
Valuation Allowance Percentage 100.00% 100.00%
Operating Loss Carryforwards   $ 13,969,000
Operating Loss Carryforwards, Expiration Date   Dec. 31, 2017
Domestic Tax Authority [Member]
    
Tax Credit Carryforward [Line Items]    
Operating Loss Carryforwards 16,000,000  
Operating Loss Carryforwards, Valuation Allowance 7,100,000  
Operating Loss Carryforwards Expiration Period beginning in 2022  
State and Local Jurisdiction [Member]
    
Tax Credit Carryforward [Line Items]    
Operating Loss Carryforwards 17,100,000  
Operating Loss Carryforwards, Valuation Allowance $ 1,500,000  
Operating Loss Carryforwards Expiration Period 2022 through 2034  

XML 14 R48.htm IDEA: XBRL DOCUMENT v2.4.0.8
RETIREMENT SAVINGS PLANS (Details Textual) (USD $)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]            
Defined Contribution Plan, Employer Matching Contribution, Percent of Match     100.00%   100.00%  
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent     4.00%   4.00%  
Defined Contribution Plan, Employer Discretionary Contribution Amount $ 8,171 $ 12,304 $ 15,494 $ 18,097 $ 32,790 $ 1,654
EXCEL 15 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0`!@`(````(0!^-`H8$`(``,$>```3``@"6T-O;G1E;G1?5'EP97-= M+GAM;""B!`(HH``"```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````#,V!]I;Z#-=L* M#_.3-*TP6?1GV49J^@!3^X(M[)G1S"2%M^_8)%$442)4I)X-".RY]^#%M^`L MKK=#7]Q3B)VS%1/EG!5D:]=T=EVQG[=?9U>LB,G8QO3.4L5V%-GU\NV;Q>W. M4RSR:1LKUJ;D/W(>ZY8&$TOGR>8K*Q<&D_+'L.;>U!NS)B[G\TM>.YO(IED: M9[#EXC.MS%V?BB_;_/4^2:`^LN+3_L9Q5\6,]WU7FY23\GO;O-@R>]A0YI/3 M/;'M?'R78S!^<,-XY>\+'LY]SX\F=`T5-R:D;V;(,?BVY[]=V/QR;E,>'W(@ MI5NMNIH:5]\-^0F4T08H05!$%2BD"A13!0JJ`D55@<*J M0'%5H,`J4&25*+)*%%DEBJP215:)(JM$D56BR"I19)4HLDH4616*K`I%5H4B MJT*15:'(JE!D52BR*A19%8JL"D56C2*K1I%5H\BJ4635*+)J%%DUBJP:15:- M(JM&D?7B?\F:HIG_E=Y/_2US:T)U/Q((5>I9P_P M?/:Q'+EHO`G.QURY!CK]*3QVJN/IF<^#**2.GEK50^WDT\9?"NCE'P```/__`P!02P,$%``&``@````A`+55,"/U````3`(```L` M"`)?]=J>*V?5@^@8B)G:13'&HX<85?=WFQ?>*24FV+7 M^ZBRBXL:NI3\(V(T'4\4"_'L)MI<3_3_MCAQ(DN)T$C@\SS?BG-`Z^N!+I]HJ?B]SCSBIX3A363X M8<'%#U1?````__\#`%!+`P04``8`"````"$`G_R)5CL"```,'@``&@`(`7AL M+U]R96QS+W=OO9;Z[MG8R MF[LBM*MNO6^WM?O^_.73K2MB:MIU<^C:4+M3B.YA^?'#_==P:%)^*.[V?2SR M*FVLW2ZE_G-9QM4N')LXZ_K0YCN;;C@V*0^';=DWJY=F&TJ=SQ?E\.<:;GFU M9O&TKMWPM!9SQ?.ISZ_^]^+=9K-?A<=N]7H,;?K+.\J?W?`2=R&DO&@S;$.J MW3@5R_,=L5G6[,IWY.1X<.7<(CFZ(,O1!9)C=V0Y=H?DJ)#EJ"`YYLERS",Y M7LERO$(Y-VPY-TA.E4E(3?1JCN2P@P-CPS8.](VP$2@0@(R-6D&].X:X:P_I:&O/&.^7>^ M;4ZOIJ$:39324/FTIL-5!,-6FU3+DQ&2Y_TWE8GJ^P1K+M`MTB M;/`)!)^PP2<0?,HFC4+2&-TZT#O&SFV#R>W9O1N/>S?LHJFP:/I)T?<_50I" MD*T&BF$;!_I&V,P1R!QE,T_`0`` M__\#`%!+`P04``8`"````"$`"&X^14$$```W#P``#P```'AL+W=O/`OS_(H36:2_'4D#7BR2<,H>9E):W_Q MY9LTR(L@"8,X3?A,>N.Y]/W^[[_N3FGVYW>:_AD`0)+/I%U1'&Z'PWRSX_L@ M_YH>>`)7MFFV#PHHLY=A?LAX$.8[SHM]/%1&H\EP'T2)=$:XS3Z#D6ZWT88; MZ>:XYTEQ!LEX'!1`/]]%AURZO]M&,7\Z=S0(#@<[V`/OUU@:Q$%>T#`J>#B3 MQE"F)][X(3L>YLBJ8HD_*?I11/ M$3_E[XO*BK_"M*^U94*!$[5I>7R[W?$?_\>A8!G4]9M"%B5B`Q'7_X^M00+JZ MF0F"J>;_<3,Z\1[9PG*><3-3M'XJT%@OE\3]5;5B/MCFPM2)[3.BZ\[:]A&+ M,9[FMS:,09^HY:Q*54$2\D"[=1WCX=ZT000M=;-$`X$!K<$%SU<>M7$LQ_,8 MC!6\15R*>\!SE05+FK;N+"GSR4^*]1OC.K/0B"0V(&RVK;W-ZP4"$N_9QHY4!$?V)Z+!")M4Z3`IC@3S@]\Q'*Z( M!S:K(I@5)Z-C,3:L(AH6!Z1C-;:ITF'31DXZUF.+G@](O$'VQP5+.,5.502G M]@\5#%$/56ETU.'5OBT7#/$.U&CM2K^"(6J@*?19AU`5_-JW>S,#X:@-G"OM MBGVOXB1"T0Y0^U1MG`18ZVD#2#!N?X"PUBI.(A17,6IHC?<&>/1J`34/)V;P M(HAB'$451Q&*3ZUG/G\MCLUG()Q*5;!S(](=++"'5<'#7:N[.&`#JX*!&T=G MAQ0:3B04@A3HY+TL[V"A8=="T8)IG<07(&1[#9L,BL\!_,\$XV!K:()9^[X:7*WAWV>>__`P``__\#`%!+`P04``8`"````"$`M:!N@3$&``#L%0``&````'AL M+W=O6S_/3,>_/CA6W6N.\_"L-TO-2%:?.&FF*8][!^MM#>6ZOUJK-/>:JO/GR MH'_+XK5U_I^TA_IU MU93;S^6I`+7AG,P)/-?U%X-^VIHF&!R.1F?]"?S93+;%+G\Y=G_5K^NBW!\Z M.&X..S(;FVV_IT6[`47!S)1Q8VE3'V$!\'=2E<8U0)'\6__Y6FZ[PSR(Q)1+ M$E'`)\]%VV6E,1E,-B]M5U?_68A>3%DC[&($1ER,4&BZ<["X#);.X"E3G'+Q MCB6`/_?[@,_K$N2]^PBM)KW$:=[E3X]-_3H!OX5=M^?<1`&=@>&KME:)F]H_ M$AM4-D8^&BOS`+8).K;@(5^?!'D,O\*A;B[(X@V$^DAR1W,2$(=5,+CMQ5ZVT/O(IB8"/*=9Z% M;7#G04M+QH2(;RNQFHP19&0Y)K"1;(Q0Z<^S>@-1/K)^`QFL>+I%[]'-P/,` MC`_'P?V9%Q:1O:=%5#$]G%>O4N("E!/%A6\A=8%(02@B"TL78%)QA8#,!6*A M()GX4ZQ<@"HE)3JHM0M(H3G7-PN>>O%[U#,P4@_M?6$1U:NG5230PA.W7\@H M0OVIVT^9CF/D&$L/($I'P\;ZX\D\0&E)!K_I@94'0*:,43I9NT"D:"P&"YYV MD*_OCU@#(^T&L_W"%A:QVC&J-4-[3UQ`19RAC)6Z_8QK@M5?N@`56L0H`V0N M`)X94[2$E0L(PB+L=VX_^#[1`^!I!_G\?NT,C+1#ZUI8Q&I'HX@P-DQLP]8E ME%(`W2*B!U(78)QH3I`Z2X^0E#**W#]S"FKH`YP*VYXN\=(&80/2B MW6,*)',!+I7$4ZQ<@$H&"=(_HK4' MB)@P)P=[[J??(Y^!D7PH?2TL?:!4P)KIT(\,2C\%O%=3Y3'4?0]G,G[$$FETXK\H/0C*-32'V"PO6']QWH")$F5)(Y,1'S&7+D;>E M'A()R@A%#KOTD1@J#7P;9!ZBA8HEOME6'B)CQ2#GW:3J,]/:0YB&U,.=NLB7 MTY3>CIQW.J8MV#U9T6X7YEN8S.B8BPE?^RF[P&E&!7V`)%BUS[`)TZZ*D-?K@D!".:#JFG%SOQ(*@#F9#I.1RF4,YQC*/,L40X7OQ*CTMR#X">?DO#;!>3_8456 M8?M89E]RJJ+9%TEQ/+:33?UB'L+,M7)KO3W2?63F*0*U+^@,WEW&[2F=P>/* MN#VC,WA`@?;P9@C>VL[YOO@C;_;EJ9T&ULG)=1 M;Z,X$,??3[KO@'C?@"$A)4JR:E+U;J5;:;6ZVWUVP$FL`D:VT[3?_L8,!0PI M2_<%`OSY\YOQV)ZL/[_DF?/,I.*BV+ADYKL.*Q*1\N*TLH38N4 M9J)@&_>5*??S]L\_UEV`0Z$V[EGK>8%OA]Y.>6%BPXK.<5#'(\\80\BN>2LT&@B648U\*LS+]6; M6YY,L,HC[A^"T7:<<(C!I=R0[;MQ[LMJ3R/6VZRI!/SB[JLYO1YW% M]2_)TW]XP2#;,$YF!`Y"/!GIE]3<@I>]P=N/U0A\DT[*CO22Z>_B^C?CI[.& MX5Y`1":P5?KZP%0"&06;6;`P3HG(``".3LY-:4!&Z$MUOO)4GS=N&,T62S\D M('<.3.E';BQ=)[DH+?*?*"*U%9H$M0F<:Q.R_+!)6)O`^J":;M=27!TH/0!7)36%3%;@?#LMD`^CO3?BC1NY#D2L8"R?MR2(EVOO M&08@J44[%,&Q%=F*_5`1!8W$`["&#A(VGVI!P?28#F7$/:C0]^W/[E`$'V_(^QE#Q1*APSB*_8Z)10=% MW*4SRT((B\MX_9N7!I2D1XFB,4I4+"K*>4C>0US:B.-H1CQ`ZY7[#D5C:&,* M*W]F?YR\;ACQ+^<#BL;@QA067/P1.",>9*Y?>BBZP\**H*JZA85K"4IN\UMT M!.JLF[MIM5>]->`,>\57JQ!T":4UY*PE4T#-0MT9Y(F@N+Q;"TSH]V;JCJ"J M2T%"?V&'L[^A:HWLI)JEO,,Z/EL(+OP]QLC^^JY6=1G;K^.@CTIL0+.:3P?$ MM1^.S5H'6VU_"R%C.T0-.":Q`2'.#P`:]:`<^].&H*J>-^_4(VK@V(3:9MDF M[&TI$^OQYMXRF#C6UK&X.7%0,@7TMW87:(-OI+3-!;8-M:I+`1.G[5KJ81_; MA3"IV#)C,Y@S>6)[EF7*2<3%M,-FXV_N-JWZ?5`UV\T#Z)1+>F)?J3SQ0CD9 M.\*K_FP)F9+8:^.%%F75:AZ$AAZY^GF&_T0,NC1_!N*C$/KMPG3SS;^L[?\` M``#__P,`4$L#!!0`!@`(````(0`;91>`^`,``"P1```9````>&PO=V]R:W-H M965TLI!OWC7+W\_;CA_6)U4_\2*EP($+)-^Y1 MB&KE>3PYTB+F$U;1$D;VK"YB`9?UP>-53>-4W53D7N#[K;H61UO,MAWJ]D%B?GV.JB$[[(DIIQMA<3".>AT.ZY^5`[\K)V4[N/G7/QBI_]H=C@*L#N$&29"U;\0XKH M6!@ET%&F(%^/!Y,@"DDXAZ?>B.*A)#7#AUC$VW7-3@XL&W@FKV*Y",D*(O=/ M">8BV2\25K>`6`X^O&S)U(_6W@LD+]'070^T,)'['J2-XH&R1AY,>K@\"4-N M7>>]O*7Y[#N$9N^@F4GC\6 MSOUHT:HV-,'$AFN2L*DI"BY%(3/K%85CD1J;+4AX310LS^&B)'PIZM)$9/I% MX1B*BI93O\VDD:CY&$T2-C61*6D#HWT(04X:AUN/%'%O(PQQBS'B)'QSV2-D M$V1%?A7>:JJT26XL%+ M3=$=7X,+7S5E3=S@#D!&M0!%WW862[U5H`TQG84P(S(H:3.#G=U*D+GB+`[J M_3J/KFU7^?8T0E:W)<"&G5X:>VX*U^NO>NS&!9$])=K,VZCV0+"P@RM-7'@Q MNFQ:FNI_.C8(*V(*'-4B"!9W^Y8]-P#Y7M>662T,!]'8J=RS3?9-6:.:`^EV M!S#VHFO>:S00OT6[TFIUSNXUI6F+!D@% MS'3FVQ\[=@`[S/\A[<5T&GYY0OSX[3'!]W_\W*Q[/\K=?E5M'_KL9MCOE=ME M];S:OC[T__I3?)GT>_O#8ON\6%?;\J'_J]SW_WC\YS_N/ZK=M_U;61YZ1F&[ M?^B_'0[O=X/!?OE6;A;[F^J]W)I77JK=9G$P?^Y>!_OW7;EXKD_:K`?)<#@> M;!:K;=\IW.VNT:A>7E;+,J^6WS?E]N!$=N5Z<3#O?_^V>M\W:IOE-7*;Q>[; M]_5NO5X5' M_U8?JER]OAV,W2-S1_;&[IY_Y>5^:4K4R-PD(ZNTK-;F#9A_>YN5K1JF1!8_ MZ]\?J^?#VT,_'=^,;H,J]B?I]4LF1T.^ER1^9Z=;&89M*H MF)N[LCBF_F3SVY_\B3)EIBHX9VR=\*6>7%VJ`^=S76WRQ6'Q>+^K/GJF+1HG M]^\+V[+9G;U&4V&#'Z:N M+CTTNP`-AY,0FC>0K9M6.H\/\.;`Z5IC%HJ(!FE$9'/@=$YTBFJ(YA3='#B= M,D["RQ0-8LX9F/(\%JJI&T&A7FY]3=E9VI9=<^69.Y"DP[H@,V:J:WCAN2/, MY4_%G0RS$,HO0I$2;T/138HV,8ZN)-M()*+:1"RBVPB[#>^HN("N@;QX_%S9))5"%F#J(\@40.">Z(6]<:Q\/;J'(+J""! M@H(*^EQA&-;,@CH[<,(,8Y]PPIX5.S&.^W8'35S7S]AX.(E;QSF1C(;V)[R/ MW!'F;HZ61QH<$@(2$A(*$AH2!44$GI@Q,_"$'BLL'7N1Q3V5@XARG$,B=\2H M]C.=CL:G?K8>E3E4$)"0D%"0T)`H*")PXK:3$Y:.G$CC`6OF(,H)2.20X(YP M;2\UT^.P68GSE]EHE$3=ESQ_/3$M-VK:ZOSUC$W3J-GJ\]='(S:-KE^U;+DKAOB47/F*:+HYQC),<(Q(C`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`34W!!BP&CB\7C MEA)7B5GB*-(3B.18A6-$8$1B1&%$8Z0@D="6;BG?/E&'%U\\1=J"4SY6X1@1 M&)$841C1&"E()+0ESOF@M5S(]VEK\26!R7R.D1PC'","(Q(C"B/:(\V@/VKE M%E(C-.5S23^Y*NE[BFPS..EC%8X1@1&)$841[9&S03]:W"(P(C$B,*(]H@;\R(DV"L3['*APC`B,2(PHCVB.^6V-)_(A<06H$IMBG(SN84N.MF5GT MJ=S,4Y0I&,DQPC$B,"(QHC"B,5*02&A+M]QO%DNOF)EYBK0%YWZLPC$B,"(Q MHC"B,5*02&A+G/SIF5EZ,?''RS&>(FW!B1^K<(P(C$B,*(QHCS0SLRR+QQ52 M(S0E#OS7+<>D%X-_O!SC*=(<)T0@.5;A&!$8D1A1&-$>.9N9M=RA[CETQY1+ MEP'&XO$`TUJ.21U%%/D<(SE&.$8$1B1&%$:T1WZ['$-*A)YTR_VIB^M@)N8I MTA.<^[$*QXC`B,2(PHCV2-.-35M/)),:H2G=4G]Z*?6SUMB"4[\7(GS+,<(Q M(C`B,:(PHC%2D$AH2YS[P9#O8KKI'H_?+&$7ON`%P_P\A4B.$8X1@1&)$841 MC9&"1$);NB7^]&+B;[46&.?G7HAL+5"%8Q6!$8D1A1'MD:8+&V51J12D1FA* MG/"OG(E=2/KMIV%2&./G&,DQPC$B,"(QHC"B/7*:B<5?F2E(D<"=K%O4KW$X M$_,4T1[F&,DQPC$B,"(QHC"B/7*?>8HTQ0D12(Y5 M.$8$1B1&%$8T1@H2"6VQF;.#+2ZB@IE8YBBBS.<8R3'",2(P(C&B,*(Q4I!( M:(LINRZV6+PUK$1SCEGF*-(6B.18A6-$8$1B1&%$>\1W82QAT3<:"U(C-"5. M^-?-Q.PWEF)SVH^*>XHT!R=]K,(Q(C`B,:(PHCWBMF9(&$OCIV%(C="<..E? M:+V2U`C-B?/^E>:XN!Y,`EJ? MR\TR&.KG&,DQPC$B,"(QHC"B/>*__3K,V#C>%Z`@54)[NN7^[&+NCY_N\Q39 MH<%0GV,5CA&!$8D1A1'MD6.(B1Z^(!5"2^+43Z^0F3WIVF-,ZW-]3Y&6P`6! M'*MPC`B,2(PHC&B/-!.`]#;^2A*IX4QQ^_6YC=ZUG)?K];ZWK+[;O?BL M]/'H<9_`KXG=$2PZ/F-W>;W97G2NGPQ;VUX8_?:V[F-!-T?A^J]WC;NJ3J8#0#K_[Z9#1]+ MLU?;\,;`+U5U:/XP%QX0XFZ M`@``$0@``!D```!X;"]W;W)K&ULE)5=;]L@%(;O M)^T_(.[KKWPY49RJ2=5MTB9-TSZN"<8QJC$6D*;]]SN`F]KQVKDWLI[G7)F$'@4.L,E\8TJS#4M&2"Z$`VK(9((94@!H;J$.I&,9*[)%&%213- M0T%XC;W#2HWQD$7!*;N5]"A8;;R)8A4QP*]+WNAG-T''V`FB[H_-%96B`8L] MK[AYA!AVM>ALL0G#;K MG,,*;-F18D6&;^+5+L7A9NWJ\YNSD^Z\(UW*TR?%\Z^\9E!L:)-MP%[*>RO] MDMN_(#D<9-^Y!GQ7*&<%.5;FASQ]9OQ0&NCV#!9DU[7*GVZ9IE!0L`F2F76B ML@(`^$6"VYT!!2&/[GGBN2DS/)D&TV2V2&/0HSW3YHY;3XSH41LI_GA5W'IY MEZ1U@6?K$L/KR.1)FPS/45 M"V"@K[D#-SI:NW5L?3OV4B^Z4+KY[/=Y#@N]C/)(5=Y#F M%T@^W"*E0Z37XSVD^7N0K+B#]+)5?95\N$5:#I%>C_>0%N]!LN(.TN4F]^$6 M"?9*OXB[7K@+W`.R-]_HD\&*.T#+_HQ;'_:;]Y+&QV`OG3_;EX_#`_E3W1]; M#3FP;T0=>*U1Q0K(B8(%=%WY,]T/C&S<,;67!HYB]UK"U! MO37.E_GF+P```/__`P!02P,$%``&``@````A`*`UR)_/`@``>P@``!D```!X M;"]W;W)K&ULE);;;N(P$(;O5]IWB'S?'($$1*@* M47&DQ!+\BX(VXDVM2J?(59@_'9N;E%4-2.QI2>6K%D56E:X> M#C7C>%]"WB_>#*=OVGHPDJ]HRIE@N;1!SC%&QSDOG:4#2IMU1B$#57:+DSQ& M=]XJ"9&S6>OZ_*7D)#K/EBC8Z1NGV0]:$R@VM$DU8,_8DT(?,O43!#NCZ'O= M@)_>/YR\7:>8:"IV=H.X;\/K$;$U[81Y(+2-0B#GAO$X`"3D]`P=`Q9+4) M1.Z[KDYR:QBH1N[!RG3W"HX1:+?.(G?9][8U3*B;$R[A M;''=/K'K$H$_7XZ(I$OXOMLC>NZA2-/=*WC@WAMXVQHFTNX7LVAD;=<%+EGO MSH=!-[YG'/;+=.,*'AKW^D7=&L88C^:+"\Z[1!!X8R+I$KX?J=ZU;^FY7WS& MO8*'[@<;*J^_`S[A4\=!^T53$;UC!FR;]7S&S5*W-PRRCM M89RIM+D_S$G9X`-YQ/Q`:V&5)(?-Y]HA-(N;V\,,)&OTR;AG$DY__5C`)4_@ MV'1M@'/&Y-M`W4_MWX;-?P```/__`P!02P,$%``&``@````A`,"8LHZ.`@`` MH@8``!D```!X;"]W;W)K&ULE%5=;]HP%'V?M/]@ M^;UQ/@@)B%"UI=TJ;=(T[>/9.`ZQ&L>1;4K[[W<=0P9D:MD+MN&NC5!M@:,@Q(BW3)6BW13XYX^'JQPC8VE;TD:UO,"OW.#KY<8ZTLT5%4)QE>*;25OK1?1O*$6ZC>UZ,Q!3;)+Y"353]ONBBG9@<1:-,*^ M]J(8239_W+1*TW4#OE^B"64'[?XPDI>":65490.0([[0L><9F1%06BY*`0Y< MVY'F58%OHOE]@LERT??GE^`[<[1'IE:[3UJ47T3+H=D0DPM@K=23@SZ6[BL@ MDQ'[H0_@FT8EK^BVL=_5[C,7F]I"VBD8N*&P8-!9D@3IT24PT4`)]( M"C<9T!#ZTJ\[4=JZP,DT2+,PB0".UMS8!^$D,6);8Y7\[4'17LJ+Q'L16/AV M#(I/$7=C1)2=0E9CR'1R"KD?0Z)\@!"P.7B%N,^]3L#SVUX="7J"T;'7LQIN M/0AB'4!GB+MW$:MW$?=O(4Z,0K7'1M\VZ,`%!NVA=@@S'3K8)W[K05F?]31) M\SS-HU/(W3DDB>/S-(\A^22)PSB;GJK`+>2J\7\TR;(9/.5_Q\:;]->,G^*. M;OA7JC>B-:CA%5@(@PPRU?Z2\0>KNGY:U\K"Y=!O:W@7&PO M=V]R:W-H965T^_O"]=K9$7P6D;'--3U-=^1+GV=?#[;[WW-/N6 M'Z*H:$"$4][7#D5Q=G4]#P]1$N3-]!R=X,PNS9*@@)_97L_/611L2R@YZJ9A M=/0DB$^:B.!FC\1(=[LXC,9I^)9$IT($R:)C4,#UYX?XG&.T)'PD7!)DW][. M7\(T.4.(U_@8%S_*H%HC"=WY_I1FP>L1^OW!VD&(LYPK0L'QPMG-VUF M."W[/M>^<'!\JCV(6G86CD^UU[EP<'RJ/?O"P?&I]J`XR^N$XU/M.1<.CD^U MQV#8B5'`Q]]E&#R4078=/_#/G?X?)(KR8AJJIPV3+""U\:N"!QU28 M4,%#H=*T''2*#@PZH\*<"@L4;D$[IAQUB1:,ZE-A184U"I6H+3GJ!BT058<4 M7?,$P_+_R!,/P_.$%SU$X79)I)\C="`R1N&&=-IR+R9H0<9#X<:09J;H0&2& MP@VASAPI"!NT(+,FL4*@QI9X,68*1$PBPA)?+S M1R/6%7?#0[!25W;'D7LT%!Z80ZZU1](Q0@=>_QB%6F2"#D0\%&J1*3H0F:%0 MB\S1@<@"A5IDB0Y$?!1JD14Z$%FC4(MLT`&(E#VXRU+V^'39@L?4_2QRJJ_! MB+AFR+8-DD7AL464B,`V]?+8/T9TD97V+LMFDRB_1G19FUQ)C=CF.W&8$V M%4C*)CSOI&S>SR)WDUJT24M#X8'VKIDFG1ZA`P?C&(5:9((.1#P4:I$I.A"9 MH5"+S-&!R`*%6F2)#D1\%&J1%3H06:-0BVS0`8B4/7C;D++W6"UR2JY%>%,A M%3`4IFY9C*9I=DS#8:1@1\)3J<8JQ$QF=FS+(-"$0EX5@O'NF":4I%S#4PK- MJA!CS&A;%H7F%%I(D,4W?XZ0/\ M[`X_?X!?W.&7G_`.2;-_AU\]P*_O\)O[O#1"^$H1_5[Y^0.84\H((=\>0V&Z M7_3"4RGZ*E17]!3RJE!=T5-H5H7JBIY""PFJ*7H*^56HIN@ILZXR-45?8:24 MPOK`+Z244TI*R3PS%"9'O%0938.D?"3.5]+Y$V!"`8\"Y`JF%)A1@'P`SBFP MH`"9F)84\`G`2*=7%%A+`&M:!-A4`"EQ?,*4,G?__:FTPSJ#6*WC7_=#51JI MTEB5)JKDJ=)4E6:J-%>EA2HM57?_W1^X^LRSZ['B'6$ MZB<'?:(-^6H9E!!?\;H^]ASZW!S=7/C*-E:EB2IYJC15I9DJS55IH4I+5?)5 M::5*:U7:2)*<#_X93_/!GS?/YH/'D:44;W5RW?%Q!E":J MRU.EJ2K-5&FN2@M56JJ2KTHK55JK$M^BN-R)ZSN_V'(02Y=)E.VC470\YHTP M?>/;"5`A@]Y5%GL=ONG"P@T$(/K:=&%Q1M5?F`&;(^7^!B&@4N!,.6TI9R`8 M7.UGT=R7S_0A4W5%Z8+2VB@Z]=;`1LXYV`?K8)L'Y_RQC':04:,)M\UR<06 MD/A1I&?(%&SCI`5LW93_'F"K+H('@=$$\RY-"_S!&[AN_@W^`P``__\#`%!+ M`P04``8`"````"$`:)`2_$L.``#.3@``&0```'AL+W=O_'0`,B5C*GQD]`0,3S<>TD9F+M)*;4 MV;/WOS^KI5=+K[:QQ[D8D^7[/GR]=#%??[V_W?VYV1^VNX_'CMMU.G>; MCZ?=\_;CQV/G/_^>?NEW[@[']/BUV_]Q>-UL MCG=`^#@\=EZ/Q\_!_?WAZ77SOCYT=Y^;#_CF9;=_7Q_AU_V/^\/G?K-^/IG> MW^Z9X_3NW]?;CTY-&.QM&+N7E^W39KQ[^OF^^3C6D/WF;7V$]3^\;C\/2'M_ MLL&]K_=__/S\\K1[_P3$]^W;]OCW"=JY>W\:)#\^=OOU]S?8[K]8.5JS?N?_Z M<-I!_]UN?AT:/]\=7G>_9OOM<[;]V,#>AN/$C\#WW>X/+DV>>0G,]YI[>CH" MY?[N>?.R_OEVK':_XLWVQ^L1#G<`6\0W;/#\]WAS>((]"I@N"SCI:?<&*P#_ MW[UO>31@CZS_.GW^VCX?7Q\[7J\;A([G@OSN^^9PG&XYLG/W]/-PW+W_KQ:Y M`E5#F(#`IX"XK.OZ3H\S6GR>\,$G+KQ5[PL]?.)RG&X_"/Q>/[1?6U">-AD^ M!87]]A;W!`,^SVN"6VRYUT+!@,^;UP-.X].VP.?-ZQ$)!GS>O!XN!+?.$4^P MR(@C,V"Y1UR91OCA]G7!.+KG/$9=GP5A_Q3JED"ZF$C^@[X";4[,IGL.I^U" M,9#\O/V]A6(,W7,.X2BVK2:&SCVG#C:US8$1<\\9ZW=#UXD\?LZU.3%8[CE9 M7I?U`S-T:NO&Z^/ZZ\-^]^L..A"(P^%SS;LC=\!IO)7S(&GUTF6[ M9VKVH+WCE&\<\]B!?07V`[35?WYUG5[X'IJ\=Y MAA+TQ%@X>[S(54T):M"48J%I(ELT1PV:,BPT39ZZI!PU:"JPT#3YJFF!&C25 M6&B:`M6T1`V:*BPT33W5M$(-F)3<0!.EY.;RZ`9/9J3`S6L1=!8 M2Q'9[!$J<`O&6#!:)JA`RQ0+1LL,%6B)L6"T)*A`2XH%HV6."K1D6#!:&XB7%9K^<%/2*96&"F34P01F'/ M)1W0S((2-RF>'_692S8IL:"D38KK1STW),WNW(*2*106N1HEMZ`438H?]OND MAUU8,$J%X?;I85Y:,*HFPPVC@!SC53M#B36,;6^+-3=JL28Q&=:B.M:!ZP9. MCRA&M<*7([-QTP+;UN^Y`1UFU9+6,V':Q$2!ZS-ZKLPL*'&3POR^YWDD?(D% M)54HS'7@GWKZSRTHF4)Q`@V26T"*)L1EOL043"P@J0)ACM[FS"TH6:V!'E;V8"0Z.2JP MPRZP8+0L4(&6$@M&RQ(5:*FP8+2L4$&'!7"/X[;P<:,6/G+U-:Q%(GR>'[A] MTA:.:D4C?(HEZ#F>1QJ;2:UHSYY"\5T6]SPP+QN.9HP(M!1:,E@4JT%)BP6A9H@(M%1:,EA4JP**TMB;D\9IU98.(FYN*8-;&@ MI$W*Q3'KW(*2-2D7QZRY!:50*)?&K`L+2MFD7!BS+BT8E<+0QZRK=H828YZ% MVW)\P-\_DIOG,E@<2A4F&F:I)'XOM$T$P<]"R;B>[Z1QK-@2B%DW#NS@<04 M0@>?-I"40.A]][D-)",0CYP%N0VD(!!RL;"P890*0S\)EC:0Z@ID=06BYI?? M1;\MO_7]=_7.>4B:AB&?5H648W[I-?1(?-_,K^I@I)6?",>5_*H0>MK,;"`Q M6?>0#(,3&TA*(#Z!S&T@F1"UC(-S*<'Q9B$KY_.<[,N%E*"IE!6C:2DE:*ID MQ6A:20D=V_+)\QL#6-_;)P$DI_;PQ#\'T"&G[4A\WPQ@S<7(.J39F@C'E0"V M0V8VD)BN.UF3Q`:2"E%+=N92@DGN@)9 M75D3-;_\#G^SQVZ?LN1/3.BA)>.YH5#!ML@Q(>DK1E*"9^%85HRFB92@:2HK M1M-,2M`4RXK1E$@)FE)9,9KF4H*F3%:,IEQ*T%3(BM&TD!(TE;)B-"VE!$V5 MK!A-*RD!DQHD]Q@) M36L_-E9!@>LQUR.-_\0&-%5`K`>SOBP@G>+,!A0K(/XN[VA5%O1M;=U&F<&!N`>87R(;E-NM3*!R7N2PD7WU?7R2=K)[A_P169EV"*@'#QRK4\,C(6FVF(HI M"+VH1Y]$F`A7Z_&?*DMW78BV2Q\7F=F`8A4$)PB#J65U.Q(;4*J`/)\_OD+V MQ]R&DRD<>.ZD[]%KOMR&4RBTOOANZH4?8Z?W'Q`:4JJ!^%))N;6Y#R82H98R52PEV M^(6Z:->-0M(0+6R674JP<=RPE!)<=B4K1M-*2NA@@]T\671R:I?I)']#H1+S MZ]!J.7V/[)F1T#0RJKK@&27'A2Y/;>XF0M0>4I5TX8R>V6!B(6K)1"(E>%Q2 M==DN-$HT%'.;A6>2;#R^N93@P@M9,9H64H*F4E:,IJ64H*F2%:-I)25@4II( M=O.\SLFIQ8^,1(9")<:ZC@?]0DAR-!*:9OSJ.:.V$?)$N*ZD3P%='"'/;$"Q MLAV71\B)#2A50)='R',;4*:`+HZ0W@10*!/[ZFVS.P@92$@B]N%W: M0"H%PKIT]+>Z`E$CSB=@;AKCLGKJAHQQR:X="A5&G`X"1N+[9N.M3@G1J[V) M<%P),(&0U9K90&*R[O"GR,H_O26U\+FR67$FM<\E)*<,F5K!A-*RG1!LAT&NKT,@F;/XKB?S:EYY$,?H=" M)?-(>NJ1^+Z9QYHK':09FPC'E3RJ$#KY/[.!Q'+=C/LUD1(\&*FHX.K[Y`2< MVRPYDUCCDG,IP247LF(T+:0$3:6L&$U+*4%3)2M&TTI*P*0V@)>FKZQF'U@] MS40Z=')B#H4*][]+FJ*1^+X9N)HK'>W=Z$0`KN2/,$GL9S:0F&P*'>4F-I"4 M0.@H=VX#R2B$C')S&TA!(>3(+&P@I0+11[E+&TA%('24N[H"4?-,9]/:Y_&9 MF-6I7Z;#WR0QU$LCO3362Q.]--5+,[T4ZZ5$+Z5Z::Z7,KV4ZZ5"+RWT4JF7 MEGJITDLKI:0>GHO3/]`[_.[K)_3)(/K,^1#>^<1[1/Z,G!PWA/3/XD9G%;:G M8[TTT4M3O3332[%>2O12JI?F>BG32[E>*O320B^5>FFIERJ]Q-^D)?:J[$KJ M-V/5;XMYW^Q_;$:;M[?#W=/N)W_K%3R%\_5!ENM7Q$6O/;KVR76T!W`ZV/T98_A-6&7ZD,V@%>77-"S`;R> M1*]/V0!>0:+78S:`MXSH]90-X$4B>CUC`WA7B%XOV`!>!P+U>[G!\#:QS_6/ M3;[>_]A^'.[>-B^PWYTN?SG0OGX?6?W+I'/]]T1WB-V^O$5WANW@6;/ MZ8+X9;<[XB]\`?)-=%__#P``__\#`%!+`P04``8`"````"$`_R#SKHL7``!0 MD```&0```'AL+W=O2=D(2\?&.)DU`;<`K(9O??GY8],YKIN]'(U*&V=KTS MW2UI[KZZ)6&D!__YY_+'SM_+ZYN+U=7#W6)OLKNSO#I??;FX^O9P]_V[PS_F MNSLWMV=77\Y^K*Z6#W?_7=[L_N?1___?@]^KZ[]NOB^7MSLKFX>[WV]N? M!_O[-^??EY=G-WNKG\LKGOFZNKX\N^7_O?ZV?_/S>GGV9>UT^6._G$QF^Y=G M%U>[FP@'UV-BK+Y^O3A?+E;GORZ75[>;(-?+'V>WO/\WWR]^WOAHE^=CPEV> M7?_UZ^'SS]=K6Z/OOS!Q_W/T5]=NYCK_\' MPE]>G%^O;E9?;_O#E@H^@6_:=Z^77A[M4'"QLN[O_ MZ,%Z@4XOEK]OHL\[-]]7OY]<7WQY<7&UY-5FG3H%_ERM_NI,GW[IAMAY'[P/ MUPH<7^]\67X]^_7C]F3U^VAY\>W[+`?[WSN5%EQJ\(F?_K/_[^^++[?>'N]5L;]I,JH+-=_Y7G0A=W?. M?]WZV5I^RCSO?ET6L_FS?AU*5C.S>KR^KECXKUIBDE;;1/&KV_1 M+\U]#JKP:],EB-^=>RQQ,?.'%2URNU?4DVWD+OP:%\DB;QFE]$M<1DO,D<=F MKE_:,EK:V;:'4OJ%[;+=+^P]\J7T"ULF"[LU2:5?VK)?VJK8GH+*+V[5+V[% M*S9R<3O3=?I7_>)67(>V+@Q^>:M^>3G.ME6J\JM;]:M;5?=8%;^Z5;*ZVU)= M^\6MX\7=?G5JO\K=!Y=\O#I;E[R:15JKU7WP27R/,EY[M;H/+D[1]&H-])&: M]=WL0B]T'1W)D*L7M^8/6VZ5TV&SU3XOQF[5IT+-'_JM]AD^M,><:ZCCK6J<^M[L-V6_79-$VR M:=Q6?3I-XW0*G`ZML,^F:91-_''(Q6?1M,^BC(=/GFF4/!D7GS/3/F>&/68^ M5[H//E:)'>V MC>(SIXDS9_0)6.,3IOO@#^4>B3?W&=-]\'%8K)$"SWVB=!^\^WUVPR?*/"H/ M4?,:NSN^/,PC@:?;GO//O<#S2.#9]C5O[B7N/OC%X9!C#\9+/.\E+N;;'DSK M!>X^N)THZG&]O?7J=A^<;]77[(&6V7H]NP_;;M73WO:Y,'*K7OZVKQ.CC]77 MAK9/G9%;]>G2\H=MCY738=V'VC[51F[5)U?;)QW9HP?7J]\[?%>7E;KY>=;=(RX.UN'\O[D7?=C.2[D%T8ZN(\W.5C MX/N,-WP']>]''*U]L/\WW_8\=T8&C69E:F*]27>3LPN\V`SPO_O`J0Y6L@@+]!$!'F)%C+(*S0105ZCA0QR MC"8BR!NTD$%.T$0$>8L6,L@[-!%!WJ.%#'**)B+(![2003ZBB0CR"2UDD,]H M(H*00XX-`QDR"CGB8AL9QA$7FT"8/(0T@D+*8T@C.*0\B#2"1,JC2"-8I#R, M-()&RN-((WBD/)`4B/0EEAR`L_6O@];5W`$7C3B^HA''4S3B\(E&'"[1B*,C M&G$T1",N^?L1$]J+WV<3>DD8@=9A7-I&<5R61B,N)Z,1EX+1B$NX:,3E5S22 MSR8S(IM,/IO,B&PR^6PR([+)Y+/)A&RZNPJ9?($W(RJ\R9=X,Z+&FWR1-R.J MO,F7>3.BSIM\H;ZJ))S^(M MFE1ME=HL-C;Q^8ZX!GF,%G)#AV@B@CQ!"QGD"$U$D*=H(8,\0Q,1Y#E:R"`O MT$0$>8D6,L@K-!%!7J.%#'*,)B+(&[2004[01`1YBQ8RR#LT$4'>HX4,LA!&)M`F#R$-()"RF-((SBD M/(@T@D3*HT@C6*0\C#2"1LKC2"-XI#R0I!`I4\L1F=P>$K6;')-]P2>'8.(U M3ZLY.0@C+\=<[%6U\JK781>Y.3;DQG1GTR^09D1'Y*1VG:N5Q0,NQ2LN!*P@+/<>J/4>4 MYK./?2?U/+NNZ.,EEG1RP MJ4;B#.+Y&*,7JI'( MPI=CC%ZI1B(Q7X\Q.E:-1*Z^&6-THAJ)]'T[QNB=:B0JT?LQ1J>JD?BMYX,THYN-$[02N.$ MOW8D8FFB!::3VP*$3>6ZT'HI76`XM"Y+W5>B!::3VP*$3>6ZT'HI7*=B'RWFIL3QJI MD&,[K2]@Y=CNZXMU'&?\',>1GV,VX^>8C?S4/@;["7W,JGT,_*"/6;6/@1_T M,:OV,?"#/F;5/B;]%M#'%FH?`[^XCR67G/P=3+SD[/Z\3/^[:/]5Q,Z-_P(Z M^EX45QL!K-D8\;_#EZ=$.;59BT76XG'6XC!K\21K<92U>)JU>):U>)ZU>)&U M>)FU>)6U>)VU.,Y:O,E:G&0MWF8MWF4MWF/,J31WGT*,\>Y>&C/'V4QX_R_%$>0,H32'D$*<\@Y2&D/(44 M,/2_(Z,\=A2X"TYYSBB`%ISR8%$@*SCE23*!).]D\N"8`$YPRG-B`B?!*8^% M"5@$ISP%)E`0G/));_));_));_));_));_));_));_));_));T+2WWGV8O(4 MF$#!W5'R6)B`Q=U1\IR8P,G=4?+@V`#.G5%LGB0;2+H[2AXM&]"Z.TJ>-1M8 MNSM*'CX;X+L[2IY&FZ?1YFFT@49?"&P>/AO@"TYYUFQ@+3CET;(!K>"4)\D& MDH)3'AP;P`E.>4YLX"0XY;%8!"R\TR)/P2)0P$[)51E??^%56?<,B>R%6>?Y M<)>_91:NN?A!3.F-%+.QX5/)8".OR[(6BXU%N_XKM,F>O!?X>'CZ,)[FIVA- MDI_R\1_BMLB3V+[8:Q+S20'V1[%]LY>:3QJP?QK;C]B?9[$]/S2K37XP_O/4 M/KL_+U+[-G7`XWV9VF?WYU5LS^J)>T*OX^EF+[OYX]A^OMWJ?5<',N[=)K_LC;Y$<'>"^OA39\*:W&#]X.8'M[T1V$M MH/TDIL6V/HOIN9@G$@8B/+FBX($6`))-W4OI+NI!*>Y%DB@(Y3S-$2$:)06B M>R!?6L$H*0B3O:J0`9(*P`'D_B;$V M^PG0;""/7P`,NY\0S`\`FZ!7WLYRDB-S.(C@4^:C<7@.!C&24;%FQD$Z'"0A MM=B;"3*,(W4X2,*G$L3Q.1PD850)XA@=#B)`E2$%R`6LZ2RP7K*#BHW)Y$4A=O(IBES M'&B<#_5S(]NFS';)9=IGK.R:8F^M)%(,TM/!,4I@A4MM1;*64%J+IP`5^:M3<"==$]J27Y$ MJ;<.V\%B8@6J\!M5A^IP$,&K/!6RCM?A((+:6EZ@C>FA5J!;B\YEQ_10*X"M M98J/Z:$VH98?LBT/9TP/M0FK!9P4+L;TT$5";+DG'\.PR/30Y"J=?X=]SZOT MSE->I8O:8C8V0U?I68O%QF*^ODJ?K@MW6C(>YPP.8P/^8I#\`M&3>)X+3B%O M-AS%!D73E/),[VEB@%MXELS7&\S3HWB>F+2XC1>)05-/IK++ODPLU*V\BDW: M:EUMTOUX'5L4VF:.8POM4-[$!NI&3F*+LISQI4:Z%V]C`VT;[V*#LN8GA(JN M^#XQ4#9Q&AOP5UU0M0^QA;:-C[%!L\[-]#`^Q0:S9L8_J<'GV*"8E?Q/:D`4 M6W39+^8=8AL\-LU26-@X0L4/>V_DI5R"6#4IVNE,Z$$)9.NUDCN24*;N2,)9 M6U>5J!:4<*;N*8(F=R-%34EP2DCC%QC`DB:D:?N9@-8HHB28K==":))0UDX; M^"YK`IFVDPED555.JJGL2)1B-F_+MH*OZ3K2!CLY);05Y6Q6364FDP-N.%`" MW;1IFYG\)AHYZH;C).15=3LOX>Z)8V\X3LI?W!M$EX+"?SBG]$D(1(SD_^$?W`)$PV3<$]0QY00J5N@ES*O4W`[+8R;:2( M"9?%M"KJ=BK.]4W2`=<%0&XH@;*>-'`#T20]L)C-ZGDYE^F=$-FM+*QMT@8W M]P3%ZB%2/BK)M5\.FEDE(3`JI[5U1QVQ2$X6`UL`F$UY5^+%)6@T#H*AP.E M',ZX4/)YN]#`D3@<*&5Q,FLF+=Q$&-,C;8)C4_$)/%QZCVF1-@&2KT7J*>3? MF!9I4RC+HI3?I[5C.J1-J&S+IA%R+<;TQT4"9CEIIZ*8+3+=,;EDY6>9II>L MPU_S[)O M5".QXB>:4256_*UJ)%;\G6HD(KU7C80LIZJ1D.6#:B0B?52-A':?5".AW6?5 M2&A'I%H)\4AE&"XQ58@K(1^I%-=BU4G%N!8"DLIQ+9:45)!KH0ZI),O[JJ2B M+.]YDLJRO.%-*LRP7RK-M51(Q;D6?)'*L[SM2RK0LJN02K0\3R`%:9',I``M M30+._LM3I+`KG0*YP4G!5#H%2(.30J1T"CP&)P4^X60">=[)*)1)IX!8<%)P MDDZ!I>"D<".=`C3!20%$.@4Z@I-*PE00:E02IH)0HY(PE?N@DC`5Q=&H),!5 MN$Z"8,_H)`CVC$)"44Q%=30*#$4Q$]71!![Z+TBPE:B.1F&$K>3:!TR26'+M M%70XEES[0$\22ZZ]0A3'$IW)!*B26'+M%=`XEEA[&UA+8HFUMPI_'$MLT08$ MXUB-4,@J6/)]*Z&0#60FL81"5J&58PF%;``VB244L@K$'$LH9`/'22RAD%79 MAC-[A6VY4PK8TB10[2N+50B63@'?X*2@*IT"I\%)85(Z!2"#DP*?=`KD!2>% M,ND4$`M."D[2*;`4G!1NA-,B0..=%@H@TBG0P4[)A26_-F6;"\O.G%^'L7D[ M;O0%C+R$D5?H;?.VY,BO@/GAIYA\@&HW"J`R./8>001I[`R!&,/(619S#R'$9>P,A+ M&'D%(Z]AY!A&WL#("8R\A9%W,/(>1DYAY`.,?(213S#R&4:(<,C@$,I*"[1" M80F5)9264%M"<0G5)9274%]"@0D5)I284&-"D0E5)I294&="H0F5)I2:4&M" ML0G5-JBV0;4-JFU0;8-J&U3;H-H&U3:HMD&U#:IM4&V#:AM4VZ#:!M4VJ+9! MM0VJ;5!M@VH;5-N@V@;5-JBV0;4MJFU1;8MJ6U3;HMH6U;:HMD6U+:IM46V+ M:EM4VZ+:%M6VJ+9%M2VJ;5%MBVI;5-NBVA;5MJBV1;4MJFU1[06JO4"U%XG: MFS.)_>@UFI?+ZV]+N_SQXV;G?/7KBO]H;%;P5YK#\,[U\NO#77YD\T'W1&;N M\3!3\4RES/#SF@^ZQS&C#S]7BVW*3,G[,//`M=FV(>?VX8SYK`\,/SD=FVFXAG5YXA]^#'M MBL\1^_#S]7"&G[5^8/E9ZMH,[QL_^PYGB+.M>^>$-L/;4;.-WTAQT+UP`GWX M::0\HVW'+-B''X*O^"S8AY]CB#/\1BI6>WUO#4@HF`1MAM\^Q=FKS70[K6Z% M%TT;)U:Z>]$([A>=5#RC^C`AW6M&%!\FA%1"B`DAG9`7?/S\;C&,9E_Q#+]1 M3)DYYAE^CY@R<\(S_/8P9>8=S_`[PY294Y[A-X7A#'TN.#NT&7[=(N>`.K/@ M&7XG'$8SASS#KWE39HYXAM_#[GUM.$/%@9ZW[*#:\\J0NC+$*T/J MRA"O#.DKPUE+:M825SQ2*QYQQ2.UXM%']ME4O/T`P1NOF?V]7/]5N;_US=WJXNUQ^_+\^^+/D^-?\Q M]>[.U]7JUO\/+^/^[]7U7^M^]>B_`@```/__`P!02P,$%``&``@````A`(TW M&*A..@``RWH!`!D```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`>Q'R1^D/I!Y@>Y'Q1^4/I!Y0>U'S1^T/I!YP>]'PQ' MP5O[F?(':[^W%S_8\7?0A3_8<9GQ!XNG^WD*[*C\(7H_H1V4`Q%X30B!8-4] M@B/GT?W!1T#@Q`@.SLU3X$H)&$@I@F/)VT`&!E*.X%BZ<8]4@(%4(CB6;EVI M`@.I1G`LW;E2`P92B^!8NG>E#@RD'L&QY/V8!C`F.=VRDZG3K=.OL'!N&.F? M7MM:;$QP%7B/[WF"[-I`R'NN=IM$"`)[W".0BT8@H,0(I)*`@)(BD$H&`DJ. M0"H%""@E`JE4(*#4"*32@(#2(I!*!P)*CT`J`PA3G!K93]NIT7CMN;53U'J= M1LNN44=-":[NG]RZ/T_06ITVB1`$=KI'('<:@8`2(Y!*`@)*BD`J&0@H.0*I M%""@E`BD4H&`4B.02@,"2HM`*AT(*#T"J0P@3''J9,UQZK1>HY'VSTH/WJGV M>8+L@/*L-!%/+R]Y["U:\/CD_./6,L1ZV.T>@3Q`!`)*C$`J"0@H*0*I9""@ MY`BD4H"`4DX!GXJKP'DFO-^AE:_7".01&Q`X8HM`*AT(*#T"J0P@3''J92]N M+ZC72/OU\E\&/4_06KTVB1`$=KA'('<8@8`2(Y!*`@)*BD`J&0@H.0*I%""@ ME`BD4H&`4B.02@,"2HM`*AT(*#T"J0P@3'%J9&\PG1J==]$;K@575^YKH.<)6JO7)A&"P`[W".0. M(Q!08@1224!`21%()0,!)4<@E0($E!*!5"H04&H$4FE`0&D12*4#`:5'()4! MA"E.C<:9M].C\ZYZ+]KF96^FUAJUC81$L-T]$[G?B`BDF(F4$B*04B92RHA` MRIE(J2`"J60BI8H(I)J)E!HBD%HF4NJ(0.J92&D@8I+;L7$2>CS*7K\4CC=0 M_)/5U8,W/WR>J=5N30NM("%7P4;W3.1&(R*08B922HA`2IE(*2,"*6"]_<7E]=^^_Y%D[-1!ZH(8(#M4RDU!&!U#.1TD#$)+=:XR#T@FI- M<]/CB>?]HS?.?AYOOEG_YF=K?-'@7B=W#F"?)5@0X4S</D^WINU8JV'^Z>7WV?X'__E^V*!FHD\:D,$1VV92*DC`JEG(J6! MB$ENSZP,3L]PEW?C$CEJ_NOYA\6);*)6^[:)A./'`EY:BPWOF<@-1T0@Q4RD ME!"!E#*14D8$4LY$2@412"43*55$(-5,I-00@=0RD5)'!%+/1$H#$9/8%B=QP1`12S$1*"1%(*1,I940@Y4RD5!"!5#*1 M4D4$4LU$2@T12"T3*75$(/5,I#00,:%5EZGA42PX3T3N6Y$!%+,1$H)$4@I$REE1"#E3*14$(%4,I%21012S41* M#1%(+1,I=40@]4RD-!`QR>W8.(`][MC&!7*:USKGKQ-O*#'5E0]H-WZ"=?T4 M%Q+!1O=,Y+H1$4@Q$RDE1""E3*24$8&4,Y%20012.2>X0&Z^H<3SA@5J+BF/ MVA"!U#*14D<$4L]$2@,1DYR>C9\4OJ!G+[C_1O+*G[7.U,H):K>-A$2PT3T3 MN=&("*28B902(I!2)E+*B$#*F4BI(`*I9"*EB@BDFHF4&B*06B92ZHA`ZIE( M:2!BDMLM?XY_WAO)ZVD,OW&=G*G5CFW/\[D*-KQG(C<<$8$4,Y%20@12RD1* M&1%(.1,I%40@E4RD5!&!5#.14D,$4LM$2AT12#T3*0U$3'([9I>\2\Y?(^Z= MOY;WBJXG:K5;FTC(5;#1/1.YT8@(I)B)E!(BD-(YD?KR$7NQW^\'T,X(T?WBIC(?49$\.3$3*24$(&4,I%21@12 MSD1*!1%()1,I540@U4RDU!"!U#*14D<$4L]$2@,1D]QJV7GEDFJ-N%NM$_>* MKB=J]92UB81ZVD9`(-KIG$(B*08B922HA`2IE(*2,"*6:.7"&1+!1O=,Y$8C(I#B.9E? M_MW>C:__W)=_R4)*7>GEXPRNDRV?U&M:8)_/&E\<1K^0F:?I@/#\'M]:-W"VUWO8F$,W+\ M6GZ25NH8+:28B7QR$B)X1E,F4LJ(0,J92*D@`JED(J6*"*2:B90:(I!:)E+J MB$#JF4AI(&*26ZUQ['O!JZYI2GQ:Z"#>^9R`U'1"#%3*24$(&4,I%21@12SD1*!1%()1,I540@ MU4RDU!"!U#*14D<$4L]$2@,1D]R.C7/R\R^0-R/NG;^6][%G:K5;TT(K2,A5 ML-']G$R7K8?"1:+!$[2UR]\3_3G2R,E(E\=C,B>*0Y$RD5 M1""53*14$8%4,Y%20P12RT1*'1%(/1,I#41,R; MB5KITFX;"8E@PWLF%.QFU#8_]C53JQV;%EI!0JZ"#>^9 MR`U'1"#%3*24$(&4,I%21@12SD1*!1%()1,I540@U4RDU!"!U#*14D<$4L]$ M2@,1D]R.73;%OSDQQ3]QN=R>XL\+K78+JV"C^VTI(@(IGA.\-;SVOJ@G61@I M$_E\9D1PF)R)E`HBD$HF4JJ(0*J92*DA`JEE(J6."*2>B90&(B:YQ?)'^.LS ML)MIXNX,*H(K;USY/%,KK=EM(R$1;'3/1&XT(@(I9B*EA`BDE(F4,B*0';K9' M^-M(2`0;WC.1&XZ(0(J92"DA`BEE(J6,"*2^AF<]B^VT9"(MCH?DZFFP-W M-W?7MW?>>XIH(<6.]'CW-'[BV+W5DRRDE(E\2C,B>'@Y$RD51""53*14$8%4 M,Y%20P12RT1*'1%(/1,I#41,XPC!_6'N M'&*\?W3WX(T7PADYNCW$1&XS(H+G)F8BI80(I)2)E#(BD'(F4BJ(0"J92*DB M`JEF(J6&"*26B90Z(I!Z)E(:B)CD-.OV^Z;X+YHW!0L>O78\S]3:JZ]M)"2" M#>^9R`U'1"#%3*24$(&4,I%21@12SD1*!1%()1,I540@U4RDU!"!U#*14D<$ M4L]$2@,1D]R.?=\4__:L*?Y,K79L>XK/5;#A/1.YX8@(I)B)E!(BD%(F4LJ( M0,J92*D@`JED(J6*"*2:B90:(I!:)E+JB$#JF4AI(&*2V[%QFG[^%?)VQ+WS MUW(L,5.KW9H66D%"KH*-[N<$$X;`FS!$"R-VC( M,Y$;CHA`BIE(*2$"*64BI8P(I)R)E`HBD$HF4JJ(0*J92*DA`JEE(J6."*2> MB90&(B:Y';MLBC]^=<`9ETO,W^4#VLT+K78+JV"C^UG"Y=)[EQ%Q30BQ+WC7 MUV1AI$SD0\^(X#`Y$RD51""53*14$8%4,Y%20P12RT1*'1%(/1,I#41,^;X)_>]8$?Z96.[8YY`^Y M"C:\9R(W'!&!%#.14D($4LI$2AD12#D3*15$()5,I%01@50SD5)#!%++1$H= M$4@]$RD-1$QR.W;9!/_VK`G^3*UV:UJ(D]C[Q]L[[R(7,\*?H:D"]O?=!K=/_FVT9/E?!AO=, MY(8C(I!B)E)*B$!*F4@I(P(I9R*E@@BDDHF4*B*0:B92:HA`:IE(J2,"J6B90&(B:YK?J^D?W= MR9&]-TEZGJG5=DT+K2`A5\&&]TSDAB,BD&(F4DJ(0$J92"DC`BEG(J6""*22 MB90J(I!J)E)JB$!JF4BI(P*I9R*E@8A);L?LI_L=(_N[4=L,Y$;CHA`BIE(*2$"*64BI8P(I)R)E`HBD$HF4JJ(0*J92*DA`JEE(J6. M"*2>B90&(B:Y';ML9']WULA^IE:[-2W$:]W3H_.GSKR/#89<$9O>SPD6\"8; MT4*(FB90&(B:YW?J^"?[=61/\F5KM MV/8$GZM@PWLF`^\:MG.1JZM3$_R9.3Z! M38=?*6VTD&(F\NE)B.`Y39E(*2,"*60D1""E3*24$8&4,Y%20012R41*%1%(-1,I-40@M4RDU!&! MU#.1TD#$)*=:]]\WP7_1%A-\[UN^GF=JI0N[;20D@@WOF<@-1T0@Q4RDE!"! ME#*14D8$4LY$2@412"43*55$(-5,I-00@=0RD5)'!%+/1$H#$9/&("*28B902(I!2)E+*B$#*F4BI(`*I9"*EB@BD MFHF4&B*06B92ZHA`ZIE(:2!BDMNQRR;X]V=-\&<*\X/@_FYM`+'S\,4T?_[O M1Q=+)G+'$1$\33$3*25$(*5,I)01@90SD5)!!%+)1$H5$4@U$RDU1""U3*34 M$8'4,Y'20,0DMV3?-]"_/SG0][Z[_GFF5D]DVP-]KH(-[YG(#4=$(,5,I)00 M@90RD5)&!%+.1$H%$4@E$RE51"#53*34$('4,I%21P12ST1*`Q&3W(Y9`;YC MH'\_:IL#_9E:[=BTT`H2,]$;C@B`BEF(J6$"*24B90R(I!R)E(JB$`J MF4BI(@*I9B*EA@BDEHF4.B*0>B92&HB8Y';LLH'^_5D#_9G"Q?+F>N-B>=EP M?U[]^-HY+;!2U&@AQ4SDLY80P5.=,I%21@12SD1*!1%()1,I540@U4RDU!"! MU#*14D<$4L]$2@,1D]S.73;@OS\YX%^\P=RSY2)E#(BD'(F4BJ(0"J92*DB M`JEF(J6&"*26B90Z(I!Z)E(:B)CD%NNRX?[]Z?9VKUI(4IO'S, M(5?!1O=,I!01@10SD5)"!%+*1$H9$4@Y$RD51""53*14$8%4,Y%20P12RT1* M'1%(/1,I#41,;KWOQ$JG)G`?D?P M:/Y?2[-W%@H"NV+;?4_W@AN=LU#L+O1X;?_<>M?VY)R%4F>AF]N;N_M[[R,` MV3GKY,XZU\'CXXW_%]H5YZQ3.NO=VEG'OM_-?S3-.:NT MSBH/]C5@W@^K.V>5?H963F0#D47[_?L.XU=FG-?^Y2V(Y2O$APF:7R%>W=@3 M]>`-CG_-X_>26-IR9C?8[![L+;JZ#&^\)CT;7MZOK:_].! MR3D+I=TEGGSO[,VEW@?0RU M.F>=VEDGN`ZN_5=PS3G+M,XR3]9 M6NW8M-`*$G(5;'C/Y'#T1<>P+J1X6TJ(0$J9R"-E1"#E3*14$(%4,I%21012 MS41*#1%(+1,I=40@]4RD-!`QR>W89;=H'D[%R]A$0B+8\)[) MX>B+,Q?6A11O2PD12"D3>:2,"*276<[I1L71TW[Z?L'C:1D`@VO&X./T^V8C6OF3*UV;%IH!0FY M"C:\9R(W'!&!%#.14D($4LI$2AD12#D3*15$()5,I%01@50SD5)#!%++1$H= M$4@]$RD-1$QR.S;>43B>6FR)6BG.;AL)B6"C>R9RHQ$1 M2#$3*25$(*5S,O_9RV"\XKOW:[*%DS.1!RJ(X$"E>Z!QM.^]`*D63LU$'J@A M@@.U3*34$8'4,Y'20,0DMUGC,/:"9HVX>V5R\B90&(B:Y'1OGWA>\\IK&Y,[YZ\0%$L-T M^8!VCYM(2`0;W3.1ZT9$(,5,I)00@90RD5)&!%+.1$H%$4CEG$R7XN#-P_'` M\.HJV/_%FQI6BR5J)O*X#1$[Q[=O\74^]!LM5B@9B*/VA#!45LF4NJ(0.J92&D@8I+; M,W^BOSYM?9H&\,YU\NK1OT[.U&K/MB?Y7`4;W3.1&XV(0(J92"DA`BEE(J6, M"*2\LGZ9QO7O^>EB:$5)"2"C>Z9R(U&1"#%&9B)E)*B$!*F4@I(P(I9R*E@@BDDHF4 M*B*0:B92:HA`:IE(J2,"J6B92&HB8Y+9JG(=?V8/[;?N"J>&--+ MXXD7\A,TOY`_48#=DT,L/ZT7SL#Q"_E)67E+&2VDF(E\9A(B>#I3)E+*B$#* MF4BI(`*I9"*EB@BDFHF4&B*06B92ZHA`ZIE(:2!BDM,K^]UXT6NNB7??(I[X MV!>PE1KLSF#"`X/=[@^1W&YT8*#%ATAJR8&!EB+"^X#%Q[\`''X+Y(=('JHX M,#A4>8BD5AT8:/4ADEIS8*"UATAJW8&!UA\BJ0T'QC2O;?Z@?GP5MGUC.[@Z M,;$/GKS;_<_`UENW/;,_K(-]6^LV-6L=&&C6.D3RZ;+6@8%FK4,DM>S`0+/B M;6I6/##0K'B(Y-&L>&"@6?$02.,4 M_?BMY7DO_X.KT=L(JE9\0/`"@<&^[7"3=%TQ7MXXW[(ZNIA M\2DKJY^_B-4/D7S2K'Y@<&RK'R*I6?W`0+/Z(9*:U0\,-*L?(JE9__:PAB_/>.1?Y@5/WC>'/0=7 M$[9>PTW&:@@&^[8:(I+[MN*!@6;%0R0U*QX8:%8\1%*SXH&!9L5#)#4K'AAH M5CQ$4K/B@8%FQ4,D-2L>&&A6/$12L^*!@6;%0R0U*QX8T[SB^7<(SKW@3C&"@6?$02)?=1+`OA5J>Z9;WIH!9W]E+KQ5VP=V\U6"%`X/]6N&F"&\Q_;\]RTYS MOF-M0R0?CK4-#`YE;4,D-6L;&&C6-D12L[:!@69M0R0U:QL8:-8V1%*SMH&! M9FU#)#5K&QAHUC9$4K.V@3'-:YM_6V%]+F>CDA-M>UQ>5[=O*&"IE49:V[`. M]FMM0R3W:X4#`\T*ATAJ5C@PT*QPB*1FA0,#S0J'2&I6.##0K'"(I&:%`P/- M"H=(:E8X,-"L<(BD9H4#`\T*ATAJ5C@PIGF%\^\QG'M=G6XC;%Y7M^\V!%>; MC!4/#/9MQ4,D]VW%`P/-BH=(:E8\,-"L>(BD9L4#`\V*ATAJ5CPPT*QXB*1F MQ0,#S8J'2&I6/##0K'B(I&;%`P/-BH=(:E8\,*9YQ1L'^\<3E*TSW70CP-X8 M\X)IM?8_I!9<;=XOL.OJQ.!&Q=-5$-SY'RD"=)C#6N,VU[;&@<'S9(T[/MRI M/PUOA?,M*QRBPWZ]%PA6.#`XF!4.D=2L<&"@6>$02^'=MZS+>U[!3,U=NIV^FMC]B.#. M@YZ6MT9#(,=UFY=>N2!'2RT^1/)92@X,GMST$$DM.S#0\D,DM>+`0"L/D=2J M`P.M/D12:PX,M/802:T[,-#Z0R2UX<"8YO5M'!Y?<((+IF&S=X);3.IF;*45 MUC?,K>4#M\*!P7[WATAJ5CA?L\)-$=]O>.=D:YOO6-L0R4-9V\#@$5K;$$G- MV@8&FK4-D=2L;6"@6=L02XBD9FWS-6L;(JE9V\#8T;RVC1/CX[:= M>2(BD9L4#`\V*ATAJ5CPPT*QXB*1FQ0,#K3U$4K/B^9H5#Y'4 MK'A@[&A>\<99L5^\[6\_"X)IQKSU!F+&5DIEI[MIJ17&B@<&3Y<5#Y'(JE9\3O$VWD`$(^^^GK,W$,OKZX2ME,D*-S'3 M%>_^C?OW\UY=+VYI6?VP*G9O]4,D=V_U`P/-ZH=(:E8_,-"L?HBD9O4#`\WJ MATAJ5C\PT*Q^B*1F]0,#S>J'2&I6/S#0K'Z(I&;U`P/-ZH=(:E8_,*9Y]1LG MQOYY[XP[8<$T:;;SZ>%];/"TK"$&T@?,NRA;#3<9*QX8[-N*AT@N;<4#`\V* MATAJ5CPPT*QXB*1FQ0,#S8J'2&I6/##0K'B(I&;%`P/-BH=(:E8\,-"L>(BD M9L4#`\V*ATAJ5CPPIGG%&X?'?O'.N>!.0V<[GQZ*=^).6(#9]`%;%F^3L>*! MP;ZM>(CDTE8\,-"L>(BD9L4#`\V*ATAJ5CPPT*QXB*1FQ0,#S8J'2&I6/##0 MK'B(I&;%`P/-BH=(:E8\,-"L>(BD9L4#8YI7O'&(?%R\K0ON-'1VSG2G+KB8 M3ZB<%;S)O;Z6_PQ6=)O/L=5CZLB;U;^1#)PUCYP$"S\B&2FI4/##0K M'R*I6?G`0+/R(9*:E0\,-"L?(JE9^^<9!\B7EFP;/;OD>O3/9(JE9\UWI#V.=@QJ8;%;>/ M]W=7]QZS`V/O>?@2T3MCA@<&^]TCFI9^NCUQ?R,"<[B_$1\B>;3DP.!HZ2&2 M6G9@H.6'2&K%@8%6'B*I50<&6GV(I-8<&&CM(9):=V"@]8=(:L.!,7UA,WQOX_9^>ZY+21@-%7H7@`&,LV,YX*5,%PO]]>@+`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`W%:]\Q#,2;.:E>]T=O8:M+#@]6^]K1 M5W'[CEO)N],[$]_7.0SD`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`U:)UVX=U^(MN#*Q+EO.K*>=>!-7)O8U MO#_4QN*Y>QT[B&?'XT8\HX@AGATQQ#.*&.+9$4,\HX@AGATQQ#.*&.+9$4,\ MHX@AGATQQ#.*&.+9$4,\HX@AGATQQ#.*&.+9`:O$:S>2^^+-K71EXWFPTDV= M<-V?CG>*$V[I>/5B]BL4^_[@_>WLS2"?'1\RY#.*]P[Y[(@AGU'$D,^.&/(9 M10SY[(@AGU'$D,^.&/(910SY[(@AGU'$D,^.&/(910SY[(!5\K6;RC\C7]F$ M'LI7_ZC#@]7:O>IXIY!OML-J9\?C9;4SBD,CG!TQA#.*&,+9$4,XHX@AG!TQ MA#.*&,+9$4,XHX@AG!TQA#.*&,+9$4,XHX@AG!TQA#.*&,+9`:N$:S>3^\(M M?5];-J%G3[/N5<<[AWBS'<2SXW$CGE$<&O'LB"&>4<00SXX8XAE%#/'LB"&> M4<00SXX8XAE%#/'LB"&>4<00SXX8XAE%#/'LB"&>4<00SP[84+S-3UZKN.X/ MW]=.[!SO6V7G>/H//0TJNZG-Y8>K?:=_8CU$\6@?C[$G712QIUW'Q_99%T7L M>=<1>]%%$7O9=<1>=5'$7G<=L3==%+&W74?L71=%['W7$?O011'[V'7`*MW: M+>7^.C?SJFY3MJ"')]8[HPWC?>WHVXCY#L+U=KSW7Z`X1/%X$:[&$,XH8@AG MQT<7X8PBAG!VQ!#.*&((9T<,X8PBAG!VQ!#.*&((9T<,X8PBAG!VQ!#.*&(( M9P>L$@YU!L(M/+%N6F[^UR?VM>/BE:&.=!#/CL?]J(OB<2->C2&>4<00SXZW MAGA&$4,\.V*(9Q0QQ+,CAGA&$4,\.V*(9Q0QQ+,CAGA&$4,\.V*(9Q0QQ+,# M5HG7;B7W5[I6O-7IK?9#H'.+7MF%9NC#ILC4W^_, MA+6#D1I^_JC^T6FL73`2(@]&XAMX]4!XO&`@U.X/Q&?-UTW]8TFHO6`D;.^/ MM-W5W\A']07#8']_F&:]VU2_W83["\9A.I36D66,Z6!G/!W@_NUT:-'YEYRE M56;#>MV;#@I&8#_V15IO='3[; M,;QJP(18,!(38C!2L^,O5U0C,2$6C,2$Z(^T.3VK?W"8&;%@'&;$8)S56:T` M,V+!.,R(_C@LKMOJ^6<^'!^G.F.TF_#_\HQ1]N^K,\;HL[+MOCTSR8W-VC+F MQ[!P4ETH8FZ4PMS+!B&>5$-,YX4"X9A4@R'657?RV%&+!B&&3$< M9ET-PW18,`S383A,M1@S%1:,PE3HC[*Z=:>Z,\R$!<,P$XX/PT18,`P3H;20 M_?#ZH9KB3`4[XU-#>PV@]G[!M`^G9\ MA<@YP"ABJ&Y'#*^-(L9Z;T<,CXTBALIVQ/#6*&*H:T<,3XTBAJMVQ!#3*&*X M:4<,$8TBAHMVQ!#/*&*(9P>L6G#;_?]:O-;3N=?GY;H!KW4.NO,[)=5:B7A> M7NAJU:Q`O-D.XMGQN!'/*`Z->';$$,\H8HAG1PSQC"*&>';$$,\H8HAG1PSQ MC"*&>';$$,\H8HAG1PSQC"*&>';$$,\H8HAG!ZP2K[T.T!=O3KARW6"PTDU< MV]R4FJ?WD^I\B6W'"ZA6"H,-5Z-XI*AFQP<(U8PBAFIVQ%#-*&*H9D<,U8PB MAFIVQ%#-*&*H9D<,U8PBAFIVQ%#-*&*H9D<,U8PBAFIVP"K5VIW_OFKM-L22 MDVNY8C!0KJF-8HWSPD*\'&ZS4WO_&ZKQU]53??>(XG$_'F-/NBAB3[N.C_*S+HK8 M\ZXC]J*+(O:RZXB]ZJ*(O>XZ8F^Z*&)ONX[8NRZ*V/NN(_:ABR+VL>N`5>*U MUP+Z*][,R75;KAT,5KJ)D^N^YLEUYD-!%ZNJOSW;[/K_J[8*$+%W"6-_Z>D0 MQ<]?KY/9MXW;LCG.+1W>-M974'C" M2ZG]$9%#Z[3>LL>!0TU7<&"4X<`HPX%1A@.C#`=&&0Z,,AP893@PRG!@E.'` M*,.!488#HPP'1AD.C#(<&&4X,,IPH)\5!VY__^WR\L?#3S\^W?OES\MO7R\O M+O_XX_N-SU?__,6SPR\>].(;WRZ_W+WYKCE_W[03^%`O^8?F_.-4?A_USJ_] M&S.M#>U_6T^,=W]U?G]JO(O5^?OK!:2^_14C38QST9P_G!KG47/^>"I_TIP_ MG?/I_(7S?G+J?Q5<_YZ*G_3G+^]SF\?#N#[O5_^_O3U\M6G;U]__^O[ MC3\NO_#8G]PZ90I^*W.O_,N/J[]Y3F[>^/7J!_/R^O_^=OGI/Y?\'_? MJO<_J'0?:C##&9(NVV]U]_!\/A_N%%F.5;$DEZ38R;__UG#0#:`;P+.I?+Z( MF.;:"QCT?@`L`@/\^'___OC[JS_??_GZX?.GGUY7&Y/7K]Y_>O?YEP^?_O'3 MZ]N;O;]MOW[U]=O;3[^\_?WSI_<_O?[/^Z^O_^_G__V?'__Z_.6?7W][__[; M*SE\^OK3Z]^^??OCAS=OOK[[[?W'MU\W/O_Q_I-^\^OG+Q_??M/__?*/-U__ M^/+^[2_/11]_?S.=3!9O/K[]\.GUVN&'+Q:/S[_^^N'=^^7G=__Z^/[3M[7) ME_>_O_VF]?_ZVX<_OD:WC^\L=A_??OGGO_[XV[O/'_^0Q=\__/[AVW^>35^_ M^OCNA\-_?/K\Y>W??]?G_G>U^?9=]'[^/X7]QP_OOGS^^OG7;QNR>[->T?(S M[[S9>2.GGW_\Y8,^P6JSO_KR_M>?7KOJAV78FKY^\_./SUOH[L/[O[ZV?G[U M];?/?^U_^?#+R8=/[[6Y-5&K*?C[Y\__7$D/?UD-J?A-4;WW/`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`:WK:JV$XUOJ.:FM]130UP6Y.O=`_`Q:9.`,>#HNO!MX8M?D$W"IK`>NV4XVB3X=%5-9[R$P.]SX M=`Q,93T'O-E.=@#RZ8"7RGH0R2;6]_$QR72'E4-2INE'E6-"JAJ?-JJ[`.&FIZV M).3^]0,=C3% M*5?H.<#E6['OZ):O4,^QK0`^]!S=RJX,/<>W?(UZR"TV=0^ZN4T?M_D'ZZ,V MW](]S);MT4-M54Y'#[CY6O=1FZ]U#[/E=/0A6^PD0@^R^1KU\9JO$=.Z--"Z M--"Z!%H[B5?7E\K$N[I-J?_6VGC99E76";CY0,@'ENN!57"-!Z#=7+.7#^SG M`P?YP&$^<)0/'.<#)_G`:3YPE@^P54=0-EJFP_ZNJN`E7=:IDJ#Y1U M_X&J;LJN:II'YKI3056W;Z;*SLQ=W=.@JAN]HYILY=LK=7_KSVJEJD#")2;& MZGS!B4^SX/G9*51\[I:J?G>R/6[Z?G5S5STZVI_1] M[$RGV7[+U^QT")M.L[,67[.3J3(.?XV*QQ-[C8J'J.RZ6 M2^QEN_#J9;M0];)=J/K9SOH^]+.=J_K9SN@(?6Q/BB#6QW:IZF.[5/6Q7:KZ MV"Y5?6R7JCZV"]6RC^U2U<=VJ>ICNZWJY!?=W];-+^.Y927OY)9\(.0#R_5` M)[?DFKU\8#\?.,@'#O.!HWS@.!\XR0=.\X&S?.`\'[C(!R[S@:M\X#H?N,D' M;O.!NWS@/A]XR`<>\X&G?,"Y8L07(\7TN7K^VKFEJ"KFSQ43Z(H9=/44-M>] M73V'K9%Z$ELC]2RV1NII;(W4\]@:J2>R-5+/9&NDGLK62#V7K9%Z,ELC]6RV M1NKI;(W4\]D:J2>T-5+,J"NFU!5SZHLY]<6<^F).?3&G?C>?4U_,J2_FU!=S MZ@LL?<&E+\#T!9F^0-.G.6V?(^?)U*=Y;JFF>1[S:>Y'544_^*(??-$/ON@' M7_2#+_K!%_W@ZWYH.L37_=`:J?NA&0EU/[1&ZGYHC=3]T!JI^Z$U4O=#:Z3N MA]9(W0^MD;H?6B,%XZ%@/!2,AX+QD!AOS5B13D)OC^2I-_3W2'ZVW=\CN2KU M2&N]IM-"D4OA=1+K>676R_UUZ@J]5Q+57SB9>K# M457JS5%5ZM=\1E]CZ)[/K.ZK7WT-;_R\9E6FAQJT;GG6;3'9-/JU2'O* M=%]T=JDKH&*)BEU4[*%B'Q4'J#A$Q1$JCE%Q@HI35)RAXAP5%ZBX1,45*JY1 M<8.*6U3(>%0^H>$3%$RJ<8PE3YQ@[Q]PY!L\Q>8[1<\R>8_@24A&#XQ,XJ8@Y\8F35,18^(1%*F(*/%/@F0+/%'BFP#,% MGBGP3(%G"CQ3X)D"GR@8/$'SC$5(6`RZ!.8D)$Z&71BH.$+%,2I.4'&*BC-4G*/B`A67J+A"Q34J;E!QBXJ[4E%5^3<5 M[DM1]C>0AU(AF^P:^V,IRFR>4.$<2SQ+`DN8/L?X.>;/,8"."72,H&,&'4/H MF$+'&#KFT#&(CDETC*)C%AW#Z)A&QSBZ'AXS1AS3Z'IPS%T2C#').(;/)_AB MD6?6?&(M%3%:/J&5BI@DGTA*10R.3^"D(N;$)TY2$6/A$Q:IB"GP3(%G"CQ3 MX)D"SQ1XIL`S!9XI\$R!9PI\HJ`YEYJ(00T]H%;367;O9&!60P^K M,LHW(^,:&-?`N(8>7$LXECW$9FN\[,$UE_2PVEE6)V/J26+=C+FZ1KEZ"N)X MUER5=;.FMFYV8NW7HK&PB8HE*G91L8>*?50H.$;%"2I.47&&BG-4 M7*#B$A57J+A&Q=RBY]V+/>_1\P$5C]VE3C;R M)^<]H85S+&$H76`7QM(QEX[!=$RF8S0=L^D83L=T.L;3,9^.`75,J&-$'3/J M&%+'E+H:TY%#@6,N70WFF`N3Z!A%5[.XF;[=Z!@^G^!+.8I9\XFU5,1H^816 M*F*2?"(I%3$X/H&3BI@3GSA)18R%3UBD(J;`,P6>*?!,@6<*/%/@F0+/%'BF MP#,%GBGPB8+!&.)K+)K#[^;F[M_RZ)3`&/0)3$JH28F+FFW,N@?Z[>)('QBE MD%`:7C=F*R2VAET8MI!@&W9A^D*B;]B%<0P)QV$7YC,PGX'Y#,QG8#X#\QF8 MS\!\!N8S,)^!^0S,9^##UI+I7#*=>F/8%OX]@7-55@3.[)M> M?BWJ7XGGYT@'5"Q1L8N*/53LH^(`%8>H.$+%,2I.4'&*BC-4G*/B`A67J+A" MQ34J;M:*>!B:;NQL3=K_5<7Q[Q8][U[L>8^>#ZAX["Y5[^24A&# MXQ,XJ8@Y\8F35,18^(1%*F(*/%/@F0+/%'BFP#,%GBGP3(%G"CQ3X)D"GR@8 M3"&^/B8UQ^.M>7$$#@F,09_`I(2:E&91FWH@;>N_:;E@1BDDE(;7C=D*B:UA M%X8M)-B&79B^D.@;=F$<0\)QV(7Y#,QG8#X#\QF8S\!\!N8S,)^!^0S,9V`^ M`_,9:CY'CIA+IG/)="[3<:RO7SH)5*\`^YX$NBHK$FCV%!&_%HU\VH"*)2IV M4;&'BGU4'*#B$!5'J#A&Q0DJ3E%QAHIS5%R@XA(55ZBX1L7-6A$/0]D3D&ZQ M_FZT_A[K'U#Q.+J$)ZQWCB5,FF/4'+/F&#;'M#G&S3%OCH%S3)QCY!PSYQ@Z MQ]0YQLXQ=X[!8_1&+238AEV8OL#T!:8O,'V!Z0M,7V#Z M`M,7F+[`]`6F+S!]H:9OY'BX3`>EP9E>\E%JF8Y2?2Z=C%CI#MCO"8G/=45* MS)^Q6JM&/G!@R9(ENRS98\D^2PY8G_P"F0]=:OUK>CL?GF]/Y@U M!AZ=`4AG(-(9D-1;B'F=#5`Z`Y5Z3S$OR\"E7EW,/@8R]2IC]C&PJ9<;LX^! M3F?`TQGX=`9`]6)C7F<#HL[`J-Y^S,N*E+8C)I?IA5D&2O6V:O8Q4!H,E(9(ZNC-UBS)F+:OZQN4-6+)[XKJ*[JBJ":[7=\M5;UK\?ZCEJ6+%FRRY(]ENRS MY(`EARPY8LDQ2TY8^S3;)'A2K5&E;.1V"C:_[01:5-9A1'7<)L(:;;;SM8FDCML86%5P7F_E MD9,=!6?6&%A5<&8?`ZO>P*J",R_+P*J",_M$7,>V821V3!-Y'=$H.>/Z*#FS M)D(ZMJR(Z)@F4CJFB8R.:2*F8YH(Z9@F7:GR:\8&CA6MU[VS=JTVJO)))8K6 M7]8)-+EERQY)HE-RRY9P(>N&_.R#,`H_J*/XB]K&H(&YUVW M.+-/@]2PCX$Q73GF91F@TY5C]C%0J"O'[&/`4E>.V68EV7@5'D5?91763/.:3>BZARG&U%7[ZBI MIOH3.63556&15?._:E=KU5D&3!59V<=`J2(K^Q@@561EGP;3&"(56;%,D35J8IDB:QP: M/`E69(V:5&:`3I&U*#,PILA:E!F04F0MR@P$*;(6909@%%F+,@,?BJRQ;'AK M&_A09&4?`Q^ZU9E]#'SHBBW[&/C0%5OV,?"AR,H^!F`46=%'D94U#4&#\Z[( MRCX-4L,^!L8467E9!N@46=G'0*$B*_L8L%1D91\#IXJL[&/@5)&5?0R<*K*R MCX%3?2N7?0RM@NM=(SSN"S4F1\BYJPVLQ,YT/LMFXZXCV*QFBYWL_K;[CF*^-:\R MBX>T`H--_LB2)Y8HA:Z96S??:HON9/=F*(2N)2,3XPS(*82RCP$ZA5#V,6"G M$,H^$;VQSQ[I&]-$`L1P3!-1'--$&L>T&T(7>0A=73?=U#(@C*[JNF%45Y2RJ.FKM6KD M/"&P9,F279;LL62?)0R1:--D(>?(I#KN5V5?]3KI5V5)Y;1?E:W768\J MF]7S'DDUF667S"]Z5)G1)4NN6'+-DAN6W++DCB7W+'E@R2-+GEBB\(KT*;VR MQH"HTBO[&"!5>F4?`Z9*K^S3!VK6H7JL,?OT09K[]"&::_H`S34&/'4)E=?9 M0*?2*_L8^%1Z91\#H7JL,?L8&-73HMC'0*G2:_2)P5#I-0X-GM@JO49-+%-Z MC4/#90V%JMWJ2Z\SONEW55>DU^PR MDZ_6JM'TBI(EN^RR9(\E^RPY8,DA2XY86<4I MNN#E7++DBB77++EAR2U+[EARSY('ECRRY(DEBJHX28JJK`D&C0%(?4&5EV5` M4E]091\#E+K;EWT,6.IN7_8Q@*F[?=DGHCFR^U1491\#G8JJ[&/@4U&5?0R$ M*JJRCX%1157V,5"JJ!I]8@I45(U#@V>QBJI1$\L45>/0<%E#82HS0*>H&JU3 MF8$Q1=6BS("4HFI19B!(4;4H,P"CJ%J4&?A05(UEPUO;P(>B*OL8^%!491\# M'XJJ[&/@0U&5?0Q\**JRCP$8157T451E34/0X+PKJK)/@]2PCX$Q155>E@$Z M157V,5"HJ,H^!BP55=G'P*FB*OL8.%5491\#IXJJ[&/@5%&5?0R<*JJRCX%3 M157V,7"JJ(H^BJJL&>>T&U6W\Z@*%UA7^B*B9O>^^FJM&CG'"BQ9LF27)7LL MV6?)`4L.67+$DF.6G+#DE"5GM61U(_>?/\]VYHOL[PSG[''!DDN67+'DFB4W M++EER1U+[EGRP))'ECRQ1`D525-"98T!1UU,91\#D+J8RCX&)'4QE7T,4.IB M*OL8L-2K=]C'`*:>9LP^!CCU""7V,>"I[Z.RCP%0W0K,/@9$]7U4]C%`JN^C MLD^#:0Q_2JA8IH0:-;%,"34.#9[SZONH49/*#-`IH19E!L:44(LR`U)*J$69 M@2`EU*+,`(P2:E%FX$,)-98-;VT#'TJH[&/@0PF5?0Q\**&RCX$/)53V,?"A MA,H^!F"44-%'"94U#4&#\ZZ$RCX-4L,^!L:44'E9!NB44-G'0*$2*OL8L%1" M91\#ITJH[&/@5`F5?0R<*J&RCX%3)53V,7"JA,H^!DZ54-G'P*D2*OHHH;)F MG--N0MUY84)=Z?.$FG_ST5=KU6A"12?982>Y8\L.21)4\L439%@)1-61,,&@.)NGK*RS*PJ*NG[&.@45=/V2<2 M.<*"KIZR3^1RS">2.:8QL*FKI[P^!CIU]91]#'SJZBG[&`C5U5/V,3"JJZ?L M8Z!45T^C3TR+RJ9Q:/"T5=DT:F*9LFD<&BYK*$QE!NB43:-U*C,PIFQ:E!F0 M4C8MR@P$*9L6909@E$V+,@,?RJ:Q;'AK&_A0-F4?`Q_*INQCX$/9E'TB'^M3 M$#T,(C\]4#)=NPPK(AOU:4SYQ$"ETK9'SXF.-X"B3(J?1YF4-0TY@_.M3,H^ M#4K#/@:VE$EY60;8E$G9QT"?,BG[&'!4)F4?`Y_*I.QCX%.9E'T,?"J3LH^! M3V52]HE\CIP#*).R3V1TS"=2.J8Q<*I,BNNC3,J:<4X[F73U_-[N,Y)67T_E M&WR?ZXILFGU%T=>JL>W"DB5+=EFRQY)]EARPY+"6K'?JU7QG/IUE5Y6/.I*^ M;'G<43S'T^PY0"<=1?7\7_;@VM..I&\Q9[5B9(+.67+!DDN67+'DFB4W++EE MR1U+[EGRP))'ECRQQ#F#Q@"C"P8?`X[.P*,S`.D,1#H#DBXR.=+G+D(YIHE8 MCFDBF&.:2.:8QL"F,\#I#'0Z`Y[.P*,I3(#4KY!*I49"/(-0:G,`(QO@$EE M!CZ\@0]OX,,;^/`&/KR!#V_@PQOX\`8^O($/;^##-WP,!CIO`"8TP`SZ!`-! MH2%HV,>`5&B0&O8Q,!8:QH9]#-"%!KIA'P.%H:%PV,>`96BP'/8QU)+YS-DODA]FOL\1XU/GU M]D;V*OIY\2+BXT[!9"-_DNQ)]OO-;`).L]_G[Y<_JW\_,D'G++E@R25+KEAR MS9(;EMRRY(XE]RQY8,DC2YY8HH"ZQG'=EM7&(GMVEHLD#@H,'#H#B(JFZS49 MZ2A%4]886%0T99](Y-CZ1"S'-)'$,4VD<4P3B1S3&*A4-.7/;N!2T91]#&0J MFK*/@4U%4_8QT*EHRCX&/A5-HT],1HJF<6CPK$S1-&IBF:)I'!HN:RA,90;H M%$VC=2HS,*9H6I09D%(T+*1?9Y8HIRZ9G*$-D55UAB05%IE'P.42JOL M8\!2:95]#&#J0BK[&-!T!C:=`4YGH%-IE=?9P*?2*OL8"%5:91\#HTJK[&.@ M5&F5?2*G8^PTF,8@J+2*UDJK41/+E%;CT.!YM"ZD1DTJ,T"GM%J4&1A36BW* M#$@IK19E!H*45HLR`S!*JT69@0^EU5@VO+4-?"BMLH^!#Z55]C'PH;3*/@8^ ME%;9Q\"'TBK[&(!16D4?I576-`0-SKO2*OLT2`W[&!A36N5E&:!36F4?`X5* MJ^QCP%)IE7T,G"JMLD_D-)Y/;6UL[73^6^S^+7OKI=+KVC?6S#9FI<@`KN(K MKZ`!7,57]C&`J_C*/@9P%5_9QP"NXNO:)V[HZ<:D>Q&N*DY]%6>[-54^H3ME MS3C8W7@[^\YXNZHKXFW667ZZ5HV<-`26+%FRRY(]ENRSY(`EARPY8LDQ2TY8 MYO(/9L\%":+C)!' M-GEBB9(M@J9DRQH#C4JV[&/@42+2\KXCER4%"R99](Z)B/@5'=(LS+:C"-65/)%LN4;*,F MEBG9QJ'!V@0\E6_8Q\*%DRSX&/I1LV`J$(L^Q@0589E'P.BRK#L8T!4&99]#(@JP[*/`5%E6/11 M9F7-.*/=C*I#?/DU5L,EV%5=D5&SG86?KE4CIQ&!)4N6[+)DCR7[+#E@R2%+ MCEARS)(3EIRRY(PEYRRY8,DE2ZY82<)1>GWCX_&3EY__1G2G9[?'W[/G`DD>6/+%$V75-GGGM M%6215059UAAH59!E'P.O"K+L8R!6099]#,PJR*Y]UEM=WT'O[@Z587DY!F25 M8=G'`*TR+/L8L%6&91\#N,JP[&-`5QF6?0RX*L.R3P-LC(?*L%BF#!LUL4P9 M-@X-'BUUM35J4ID!.&78HLS`ES)L46;`21FV*#/0HPQ;E!F`488MR@Q\*,/& MLN&M;>!#&99]#'PHP[*/@0]E6/8Q\*$,RSX&/I1AV<<`C#(L^BC#LJ8A:'#> ME6'9IT%JV,?`F#(L+\L`G3(L^Q@H5(9E'P.6RK#L8^!4&99]#)PJP[*/@5-E M6/8Q<*H,RSX&3I5AV?;$H_L>5?97F@>6/++DB24*KLB2HBIK@D%C@%)1E9=EP%)1 ME7T,8"JJLH\!3475TD>MD;VO6(FUE&6]H6^^LL9`J+[YRCX&1O7-5_8Q4*K[ M@]G'P*GN#V:?/E+S[6S@5(F5E]60&C.D$BN6*;%&32Q38HU#@^?`2JQ1D\H, MW"FQ%F4&S)18BS(#54JL19D!(B76HLP`C!)K46;@0XDUE@UO;0,?2JSL8^!# MB95]#'PHL;*/@0\E5O8Q\*'$RCX&8)18T4>)E34-08/SKL3*/@U2PSX&QI18 M>5D&Z)18V<=`H1(K^QBP5&)E'P.G2JSL8^!4B95]#)PJL;*/@5,E5O8Q<*K$ MRCX&3I58VF+I)K=W^^G:]5H4D7)DEUV M6;+'DGV6'+#DD"5'+#EFR0E+3EERQI)SEERPY)(E5RRY9LD-2VY9UY<>^P`4Q=4^55-J"I:ZKL M8X!3UU39QX"GKJFRCP%075-EGXCHR!%("95]&DIC9E1"Q3(EU*B)94JH<6CP MG%<)-6I2F8$Y)=2BS("8$FI19B!*";4H,P"DA%J416!&)DD)M2@S\*&$&LN& MM[:!#R54]C'PH83*/@8^E%#9Q\"'$BK[&/A00F4?`S!*J.BCA,J:AJ#!>5=" M99\&J6$?`V-*J+PL`W1*J.QCH%`)E7T,6"JALH^!4R54]C%PJH3*/@9.E5#9 MQ\"I$BK[&#A50F4?`Z=*J.QCX%0)%7V44%DSSFDWH6[G"=7X).%579Y4%]FI MO)^N52.'H,"2)4MV6;+'DGV6'+#DD"5'+#EFR0E+3EERQI)SEERPY)(E5RRY M9LD-2VY9 M%539QT"D@BK[&)A44&4?`Y4*JFN?]6:>SG=F.^6E5%Z4@4L%5?8QD*F@RCX& M-A54V<=`IX(J^QCX5%!E'P.B"JKLTT`:HZ."*I8IJ$9-+%-0C4.#I[X*JE&3 MR@S,*:@690;$%%2+,@-1"JI%F0$@!=6BS'`<4U`MR@Q\**C&LN&M;>!#095] M#'PHJ+*/@0\%5?8Q\*&@RCX&/A14V<<`C((J^BBHLJ8A:'#>%539IT%JV,?` MF((J+\L`G8(J^Q@H5%!E'P.6"JKL8^!4095]#)PJJ+*/@5,%5?8Q<*J@RCX& M3A54VMD7WS09=62UDV\;KYES4&0G7S+_L8&-7-O^QCH%0W_[*/@5/=_,L^ M?:3FV_G>X&,`52]IC>L3,Z02:QP:/)E58HV:6*;$&H>&RQH04YF!.R76:)W* M#)@IL19E!JJ46(LR`T1*K$69`1@EUJ+,P(<2:RP;WMH&/I18V=Q#K3ZUC+)P1O3G8V]*W8\?N`GTN+T)K=$N=KU5AH M9>E3YF;DS:`Q(NF#P,4#I#%0Z`Y;.P*4S@.D,9#H# MFL[`IC/`Z0QT.@.>SL"G,P#J#(0Z`Z+.P*@S0.H,E#H#IL[`J3.`ZAI28QAT M!BQ]@V4L\P8*?4-A*C-`YQOH4IF!,=\PELH,2/D&J51F(,@W!*4R`S"^`2:5 M&?CP!CZ\@0]OX,,;^/`&/KR!#V_@PQOX\`8^O($/W_`QF.R\`9C0`#/H$PP$ MA8:@81\#4J%!:MC'P%AH&!OV,4`7&NB&?0P4AH;"81\#EJ'!TWK+/G<7GWB)ZX(4]LN2))C9F_;.AK,I+BWC6M]\..$5"N[/?G7S%55Z<`5+%5?8Q8*JX MRCX&4!57V<>`JN(J^QA@55QEGXCKR$%"<95](JYC/I'6,8T!5L75N#XQ+2FN MQJ'!,S7%U:B)98JK<6BXK$$QE1G(4UR-UJG,@)GB:E$6F1K9;(JK19F!(,75 MHLP`C.)J46;@0W$UE@UO;0,?BJOL8^!#<95](A_K'5K5O]M38%T[K57Q.?;= MW9X2*R_.@(@2*_LTB`QO:@,S2JRX+"56UC00#:Y/,%"EQ,K+,F"FQ,H^!NZ4 M6-G'`*(2*_M$,M=--G`L5V9E)P.LRJSL8X!5F95]#+`JL[)/A'5D3ZG,RCX& M4I59US[=,YWL6YA*K;PT`ZM*K>BCU,H:`ZM*K6,^W=0Z?6%J7>F[J557A+++ M/7ZV5HW-(DN6+-EER1Y+]FM)>B-%=JWX@"T.67+$DF.6G+#DE"5G+#EGR05+ M+EERQ9)KEMRPY)8E=RRY9\D#2QY9\L02Q54$36&5-<&@,>"HL,K+,@"IRZKL M8Z!2.95]#%PJI[*/@4SE5/8QL*FP3X1@Y8U)$ M91\#'[JFRCX&/G1-E7T,P"BAHH\2*FL:@@;G70F5?1JDAGT,C"FA\K(,T"FA MLH^!0B54]C%@J7S*/@9.E4_9Q\"I\BG[&#A5/F4?`Z?*I^QCX%3YE'T,G.J: M*OL8.%4Z11]=4V7-.*?==#I[83I=Z8MTFCUZQL_6JI%];6#)DB6[_X^S,^N1 M'$NOY%\1ZGU*L4=FH[L!DA[[OB]OC5)C-`_3(Z@T@O3OQR+=K[..34(V<>.5]%5K_B/#S:.]C?_-7EA9=<>N3*(]<>N?'( MK4?N/'+OD0>//'KDR2//'GGQR*M'WCSR[I$/CWQZ!#]5U/!3SP0\LICJ/0&1 M+*5Z3\`DE_UZ3X`EE_UZ3P`FE_UZ3X`FE_UZ3P`GE_UZ3X`GE_UZ3P'TC[]X MW_P&R56_7E,(77V?72XE37H*HG.9@%$,U5_/2&EQ1@Q5QS#4DBEC&&K9U#SG MQ5!+9CT6,(>A5F,!8AAJ-180A:%68P%`&&HU%O""H59C`1X8:AEKO]L!'ABJ M]P1X]`6/F3,BKOKU?14^YGH*'W.9@`_64/WUC'RTW^<`&`Q5]X6A>F8DJ/EZ M,%3O&9%J]P2,8:B^KP`Z#-5[`@HQ5.\)L,10O2?@%$/UGH!3#-5[`DZ'@%.N M^O5]!9QRU:_W!)RR?NH]`:>LGVH/ANJ9@%/63^=Z-@V5[V/U?:I?=ZG)U;]? M/+%:1U1G)[N[1SK?)@NV)MYQZY&QC1WO+BV@V3X_. MO>7"(Y<>N?+(M4=N/'+KD3N/W'ODP2./'GGRR+-'7CSRZI$WC[Q[Y,,CGQY! M594U5-4S`9"HJO<$2**JWE.@)/D??_GE]U_^^N?__.N$?E35>P(L457O"P(\457O*8`NOUMO_2:*JWI/0739<]1PU67/,G-PM/OU MW^8W;.Y0]7T%E'+);^DI]HBKEDW-0Q-7+9DRAJN63>VQD<+U6``=KEJJUV,! M8[AJ-18@A:M68P%!N&HU%@"#JU9C`1^X:AEKO]L!'[BJ]P1\X*K>$_#!:JKW M!#_#6$WUGH`/5E.])P`&5]4>7-4S(T'-SQU7]9X1J79/P!BNZOL*H,-5O2>@ M$%?UG@!+7-5[`DYQ5>\).,55O2?@%%?UGH!35E.])^"4U53O"3AE-=5[`DYQ M5>UA-=4S\YQNNBJ/3OHI5_V:JUQU\HS4?G^9XA6WSC,'CRP\>39(R\>>?7( MFT?>/?+AD4^/(*EZ9"*IG@E(1%*7/4O.=G\]./D?$TZXW-=W57AW%CQGOI-@K+[G@%&,U7L"2C%6[PDXQ5B])R`58_6>@%6,U7L*K>MO MR)/K;=!5+PE@Y>)?[PEP96G5>T9@BPFBJSJ&KI9,&4-7RZ;F#T:65DMF/5;P MFZ$`7:W&"FYS8R-@Z[T%/*&KU=X"?-#5:BR@!5VMQ@(XT-4RUGZW`SC05>\) MX$!7O2?@`UWUGH`/=-5[`C[05>\)@$%7M0==]]9T2JW1,PAJ[Z MO@+HT%7O"2A$5[TGP!)=]9Z`4W35>P).T57O"3A%5[TGX!1=]9Z`4W35>P). MT57O"3A%5[4'7?7,/*>;NGKTD[KZ-;>IJX>34Y)^?YF9^2DY>&3AD1./G'KD M;!59_I[^^/CH8+*"<^X=%QZY],B51ZX]>3>(P\>>?3(DT>>/?+B MD==UY&LA;W*S^MOJ'U=K1[N[^Y-[[-[7T\V?;A\>^?0(IEH(V_(Z<=3RK\W7 MP0.4/!,0B*1Z3\`@]Z1Z3\`A]Z1Z3T`B]Z1Z3\`B]Z1Z3T`C]Z1Z3\`C]Z1Z M3T!D%R")F?J^`B@Q4^\I<,[\S,%,O6<$M-@;9JICF&G)E#',M&QJ4HB9ELQZ M+(`.,ZW&`L982*W&`J0PTVHL(`@SK<8"8##3:BS@`S,M8^UW.^`#,_6>@`_, MU'L"/C!3[PGXP$R])^`#,_6>`!C,5'LP4\^,!#4_=\S4>T:DVCT!8YBI[RN` M#C/UGH!"S-1[`BPQ4^\).,5,O2?@%#/UGH!3S-1[`DXQ4^\).,5,O2?@%#/U MGH!3S%1[,%//S'.Z::;'/VFF7W.;9LK#DR;GZ/W^,C5SGC!X9.&1$X^<>N3, M(^<>N?#(I4>N/'+MD1N/W'KDSB/W'GGPR*-'GCSR[)$7C[RN(GL\@.R']_VZ M-_E-Q9N7O'ODPR.?'D%25T`V7RZFJC1BJIX)>,14O2<@$E/UGH!)3-5[`BHQ M5>\)N,14O2<@$U/UGH!-3-5[`CHQU67/2,W.Y&<"HNJ[*GS.U-1\5GL*`$53 M_=6,B!9Q1%-U#$TMF3*&II9-S1-?-+5DUF,!<6AJ-18`AJ968P%/:&HU%N"# MIE9C`2UH:C46P(&FEK'VNQW`@:9Z3P`'FNH]`1UHJO<4/&9.O=!4[PGX0%.] M)P`&3=4>--4S(T'-SQU-]9X1J79/P!B:ZOL*H$-3O2>@$$WUG@!+--5[`D[1 M5.\).$53O2?@%$WUGH!3--5[`D[15.\).$53O2?@%$W5'C35,_.<;FKJMZFF MRCVI7_E*3[]O7E_;[R]3,]\C!X\L/'+BD5./G'GDW",7'KGTR)5'KCURXY%; MC]QYY-XC#QYY],B31YX]\N*15X^\>>3=(Q\>^?0(?JJL(:B>"8#D#D"E_O"?#D"E_O"0#%4+TG M0)2E5.\)(,51O6?$M%@CCJIC.&K)E#$F:>TTU)_3Z5U'_E_M'@`4I?2W_&?>N3*(]<>N?'(K4?N/'+OD0>//'KD:17Y MX\J>O>7%(Z\>>?/(NT<^//+I$5Q5*<%5/3,$F8!(%E-]7X7)F>\/+*9Z M3T`EBZG>$W#)8JKW!&2RF.H]`9LLIGI/0">+J=X3\,EBJO<$A/(G4[TG8)3G M)WE/0"G/3RH]Q1YQU;*I>1:+JY9,&<-5RZ;VV$CA>BR`#ENQ@#%D_`!ZKJ/0$?J*KW!,"@JMJ#JGIF)*CY>:&JWC,BU>X)&$-5?5\! M=*BJ]P04HJK>$V")JGI/P"FJZCV%TYGS!535>P).457O"3A%5;TGX!15]9Z` M4U35>P).457M054],\_IAJH>\%3?GWE^TH^Y354]J/YDZBHT=VAY9.&1$X^< MKB++!WH<_[KZ/63YO^/JD2UGWGGND0N/7'KDRB/7'KGQR*U'[CQR[Y$'CSQZ MY&D5B3_49^]\\V>`*EA1*K=$S`VC(RU>P+HAA&Z=D]`X3!2V.X) ML!Q&+-L]`:=#P.D0<#H$G`X!IT/`Z1!P.@2<#@&G0\#I$'`Z!)P.`:>+@--% MP.EBGM--J=W]2:G]FMN4VL/)WP[H#Y:9F3.)P2.+5:0\7G)GLI<3KSB5BC.O M./?(A4`$:\U'L" M'/%2[PF`Q$N])T`2+_6>`,JN4#EW_`1DXJ7^>@J><_L*$,5+R[Z*%N&E95/S ME`PO+9DRAI>63>VQD<+U6``=7EJJUV,!8WAI-18@A9=68P%!>&DU%@"#EU9C M`1]X:1EKO]L!'WBI]P1\X*7>$_"!EWI/P`=>ZCT!'WBI]P3`X*7:@Y=Z9B2H M^;D/`5)XJ>\K8`PO]9X`.KS4>P(*\5+O";#$2[TGX!0O]9Z`4[S4>P).\5+O M"3C%2[TGX!0O]9Z`4[S4>P).\5+MP4L],\_III?N3;UT_N;5@Z_\IH_N[AQ, MK[19I6;.#X95I)Q7[TT>';R8_'MEH\O7,;.'TTG#]!$<9_XBSSURX9%+CUQY MY-HC-QZY]>/?+BD5>/O'GDW2,?'OGT M"#ZJ!SY*ZIG"WPQ`**GWG`290N+D]` M)4KJ/87-N<\BX).E4M]70"A+I=Y3&%U_N_G^K5PD\^/_)]]^N@!8EDU]OR.R MQ?S04QU#3TNFC*&G95/SQ)EETY)9CP4`HJ?56,`;>EJ-!7BAI]580!-Z6HT% M\*"GU5C`"GJZ'%L?+Y-S"]9,)1!0PH)I>7'MSS2@A`53[PDH8<'4>P(R6##U MGI&,]M<>H(*8ZKX04\^,[#1?#V+J/2-,[9Z`+L34]U5P:QVE6*F7!/!AI=X3 MT(B5>D^`)U;J/870F1]36*GW!)!BI\D$<'&W>"LY2J>\H()2E4N\)"&6I MU'L"0EDJU1Z4U#,!H2R5SO5L*NG^5$FS6U4/ON8VU73O>/)9]JO0W''ED85' M3CQRZI$SCYQ[Y,(CEQZY\LBU1VX\^3!(X\>>?+(LT=>//*ZBBQO M7UK^@<_-[U1O7O+ND0^/?'H$4UWR.(,:INJ9(<@$0+)XZOL*D.2B7N\)H.2B M7N\)L.2B7N\)P.2B7N\)T.2B7N\)X.2B7N\)\,14O2<`%%/UGH+HW#$?0(J= M^KY&3(LO8J`$DGU MGH!2)-5["J8SW^V15.\).$52O2?@E*53[PDX9>G4>P).63KUGH!3/%5[6#KU MS#RGFY[*Y_Y3]ZE^S6UZZN[._O1WE`?+U-RQY9&%1TX\^3"(Y<> MN?+(M4=N/'+KD3N/W'ODP2./'GGRR+-'7E:1Y>G+P8__-BWTU4O>//+ND0^/ M?'H$4574$%7/#$$F`!)1]7T%2"*JWA-`B:AZ3X`EHNH]`9B(JO<$:"*JWA/` MB:AZ3X`GHNH]`:"(JO<$C+*,ZCT!I5SE6WJ*.B*J95/S+!91+9DRAJB63>VQ MD<+U6``=HEJJUV,!8XAJ-18@A:A68P%!B&HU%@"#J%9C`1^(:AEKO]L!'USE MZST!'USEZST!'USEZST!'USEZST!'USEZST!,*BJ]J"JGAD):G[NJ*KWC$BU M>P+&4%7?5P`=JNH]`86HJO<$6**JWA-PBJIZ3\`IJNH]`:>HJO<$G**JWA-P MBJIZ3\`IJNH]`:>HJO:@JIZ9YW1350^GJBI7^7[E)XJZ=[RS>9[?'RQ3O%(> M)?S[C[]$.?DSE(-'%AXY\2Z\X](C5QZY]LB- M1VX]1>X\\>.31(T\>>?;(BT=>/?+FD7>/?'CDTR,8JI*&H7HFP)&+?KTG M`)+[4+TG0)*+?KTGP)*+?KTG`).+?KTG0).+?KTG@).+?KTGP)/[4+TG`+0+ M",50?5\!HQBJ]P248JBEI\@?AEHV-7^X8:@E4\8PU+*I/392N!X+H,-02_5Z M+&`,0ZW&`J0PU&HL(`A#K<8"8##4:BS@`T,M8^UW.^`#0_6>@`\,U7L"/C!4 M[PGXP%"])^`#0_6>`!@,57LP5,^,!#4_=PS5>T:DVCT!8QBJ[RN`#D/UGH!" M#-5[`BPQ5.\).,50O2?@%$/UGH!3#-5[`DXQ5.\).,50O2?@%$/UGH!3#%5[ M,%3/S'.Z::A'4T,-+_K]FIN8ZL[^_M14EZE94]7(XF`96=KA_N'Q[M%D/R<; M">Z+W3W:V]M\*:>KR,Q+.?/(N4P(\ M$57O"0#E@4G>$R#*-;_>,T):'!!1U3%$M63*&*):-C5/?;GFMV368P%RB&HU M%A"&J%9C`5"(:C46\(.H5F,!+HAJ-1;P@:B6L?:['?"!J'I/X6-%],[AX81H M--5;`CK05.\)Z$!3O2>@`TWUG@`7-%5[T%3/C/PT/W4TU7M&H-H]`6%HJN\K M0`Y-]9Z`0335>P(HT53O"2A%4[TGH!1-]9Y"ZD_`*9JJ/6BJ9^8YW=34XY_4U*^YB:;N'4\>7-$?+%-SQX1'%AXY647* MCXBOIVALGO6=>LF9EIQ[R85'+CURY9%KC]QXY-8C=QZY]\B#1QX]\N219X^\ M>.35(V\>>??(AT<^/8*E*FE8JF>&(!/PB*7ZO@(DL53O":C$4KTGX))+?KTG M()-+?KTG8)-+?KTGH)-+?KTGX)-+?KTG()0%5>\)&&5!U7L"2EE0+3W%'/'4 MLJEY$HNGEDP9PU/+IO;82.%Z+(`.3RW5Z[&`,3RU&@N0PE.KL8`@/+4:"X#! M4ZNQ@`\\M8RUW^V`#SS5>P(^,%7O"?C`5+TGX`-3]9Z`#TS5>P)@,%7MP50] M,Q+4_-PQ5>\9D6KW!(QAJKZO`#I,U7L""C%5[PFPQ%2])^`44_6>@%-,U7L" M3C%5[PDXQ52])^`44_6>@%-,U7L"3C%5[<%4/3//Z::I?OM)4_V:VS35@^EE ML/W!,C0KJAI9>,O)*E(>S37]HS2G7G'FD7./7'CDTB-7'KGVR(U';CURYY%[ MCSQXY-$C3QYY]LB+1UY7D=;Q].85[Q[Y\,BG1Y!410A)]DEDW-\U.I'K/B%2[)V`,2?5]!=`AJ=X34(BD>D^`)9+J M/0&G2*KW!)PBJ=X3<(JD>D_`*9+J/0&G2*KW!)PBJ=X3<(JD:@^2ZIEY3CN3*(]<> MN?'(K4?N/'+OD0>//'KDR2//'GGQR.LJTCJ>WKSBW2,?'OGT")*JE"&IG@E0 MY-94[RDPSE#/K:G>$Q#)K:G>$S#)];[>$U#)];[>$W#)%;_>$Y#)%;_>$[#) M%;_>$]#)%;_>$_#)%;_>$T#*%;_>,V):_`])U3$DM63*&)):-C5/>[GBMV36 M8P%T2&HU%C"&I%9C`5)(:C46$(2D5F,!,$AJ-1;P@:26L?:['?"!I'I/P`>2 MZCT!'TBJ]P1\(*G>$_"!I'I/``R2JCU(JF=&@IJ?.Y+J/2-2[9Z`,235]Q5` MAZ1Z3T`ADNH]`99(JO<$G"*IWA-PBJ1Z3\`IDNH]`:=(JO<$G"*IWA-PBJ1Z M3\`IDJH]2*IGYCG=D-3#G9^3U!]SFY*ZNW<\N1^T7Z5FSE<'CRP\<>>3<(Q<>N?3(E4>N/7+CD5N/W'GDWB,/'GGTR)-'GCWRXI%7 MC[QYY-TC'Q[Y]$C7!9D`QR[@L0N`[`J1,^AWI\%K#J#L`BJ[`,LNX+(+P.P" M,KL`S2Y@LPO@[`(ZNP#/+N"S"P#M`D*[`-$N8+0+(.T"2KL1TR*/78!E/V)9 MQOJ`PGZD<#T60->/T*W'`L;ZD;'U6(!4/R*U'@L(ZD>"UF,!,/T(S'HLX*,/ M^.@#/OJ`CS[@HP_XZ`,^^H"//N"C#_CH`S[ZD8^FTO4!,,,(3+-G"`@:1H+: M/0%2PXA4NR=@;!@9:_<$T`TC=.V>@,)AI+#=$V`YC%BV>P).AX#3(>!T"#@= M`DZ'@-,AX'0(.!T"3H>`TR'@=`@X'0).%P&GBX#3Q3RGFZJZ^Y.J^C57J>KD MZ4;]X3(U<[XZ>&3AD1./G'KDS"/G'KGPR*5'KCQR[9$;C]QZY,XC]ZO(\G<% M/,?JX.#[Y)<%#][RZ)$GCSQ[Y,4CKZO(S%?TYBWO'OGPR*='<%5EK0MXQ%6] M)R`25_6>@,DN@!)7]7T%6.*JWA.`B:MZ3X`FKNH]`9RXJO<$>.*JWA,`BJMZ M3X`HKNH]`:2XJO>,F!95PE5U#%`$M< MU7L"3G%5[PDXQ56])^`45_6>@%-7-4S\YQN MNNK>3[KJUUSEJI,_/-,?+E.SKJJ1A;><>.34(V<>.??(A4>39(R\>>?7(FT?>/?+AD4^/(*M*$K+J MF2'(!$@BJ[ZO`$IDU7L"+%E8]9X`3!96O2=`DX55[PG@9&'5>PJ>,]^(65CU MGH!/%E:])R"4A57O"1AE8=5[`DI96"T]11^1U;*I>3Z,K)9,&4-6RZ;VV$CA M>BR`#EDMU>NQ@#%DM1H+D$)6J[&`(&2U&@N`05:KL8`/9+6,M=_M@`]DU7L" M/I!5[PGX0%:])^`#6?6>@`]DU7L"8)!5[4%6/3,2U/S\)L$16O2?@%%GUGH!39-5[`DZ15>\).$56O2?@%%GUGH!3 M9-5[`DZ15>U!5CTSS^FFK.[_I*Q^S56R>KCYL-W^<)F:.4<:/++PR(E'3CUR MYI%SCUQXY-(C5QZY]LB-1VX]1^U5D*:M'A_O[Q]\J5]6#X=%W].219X^\ M>.35(V\>>??(AT<^/8*KZMN+JWHF`)*+@+TG0)*+@+TG@)*%5>\)L&1AU7L" M,%E8]9X`3196O2>`DX55[WD(,@&?N*KO*R`45_6>@%%@`]7-4S M(T'-SQU7]9X1J79/P!BNZOL*H,-5O2>@$%?UG@!+7-5[`DYQ5>\).,55O2?@ M%%?UGH!37-5[`DYQ5>\).,55O2?@%%?5'ES5,_.<;KHJ'OG[O_WM'WCG[I]V M=WBJ\->?4CWB+M;_VCWXVV]_^I?_7OS]]]_^_@\V[ORZ=_C+7__\VS_]^U]^ MZ0Z_YBI7/9JZZC(UZZH:6:SV-=-RXI%3CYQYY-PC%QZY],B51ZX]>3>(P\>>?3(DT>>/?+BD==59&G?^P='!_O?]KYO'M]O7O/ND0^/?'H$65V2 M-/>"L57%C$[#)RJKW!'2RLNH] M`9^LK'I/0"BVZCT!H]BJ]Q1*2?(3ZG=^//WG7R=7]V"KWA-@BJV6GB*"V&K9 MU-P]MEHR90Q;+9O:8R.%Z[$`.FRU5*_'`L:PU6HL0`I;K<8"@K#5:BP`!ENM MQ@(^L-4RUGZW`SZP5>\)^,!6O2?@`UOUGH`/;-5[`CZP5>\)@,%6M0=;]P).L57O"3C% M5KTGX!1;]9Z`4VS5>P).L57O"3C%5K4'6_7,/*>;MGJXS5;WW5:_YC9M]>![ M]7"E98@7W#J5&`Z7D?*PU=V]R>+L8A68Z3CQR*E'SCQR[I$+CUQZY,HCUQZY M\N3)(\\>>?'(ZRK2/"S?O./=(Q\>^?0(GJJ*3#. ML,:BJO<$0+*HZCT!DBRJ>D\`)8NJWA-@R:*J]P1@LJCJ/0&:+*IZ3P`G=ZMZ M3X`G=ZMZ3P`H=ZMZ3P`I=ZMZSXAI,4`T5$:EV3\`8FNK[ M"J!#4[TGH!!-]9X`2S35>P).T53O"3A%4[TGX!1-]9Z`TR'@E"U!4ST3<,J3E>9Z-C7UZ"19>>3<(Q<>N?3(E4>N/7+CD5N/W'GDWB,/'GGT MR)-'GCWRXI'75:1]7+YYR;M'/CSRZ1%,54G#5#U3<)PA%E/UGH!(3-5[`B8Q M5>\)J,14O2?@$E/UGH!,3-5[`C8Q5>\)Z,14O2?@$U/UGH!03-5[`D@Q5>\9 M,2WNB*GJ&*9:,F4,4RV;FN>^F&K)K,<"Z##5:BQ@#%.MQ@*D,-5J+"`(4ZW& M`F`PU6HLX`-3+6/M=SO@`U/UGH`/3-5[`CXP5>\)^&!!U7L"/EA0]9X`&$Q5 M>S!5SXP$-3]W3-5[1J3:/0%CF*KO*X`.4_6>@$),U7L"+#%5[PDXQ52])^`4 M4_6>@%-,U7L"3C%5[PDX94'5>P).65#UGH!33%5[6%#US#RGFZ;*!;_UY;_! M@NK77&6JD[L3^\-E:N:\=UA%5D:`IVY156TY\1V=>N3,(^<>N?#(I4>N/'+M MD1N/W'KDSB/W'GGPR*-'GCSR[)$7C[QZY,TC[Q[Y\,BG1W!5I017]4P!\)H,15O2?`$E?UG@!,7-5[`C1Q5>\)X,15O2?`$U?UG@!07-5[ M`D1Q5>\)(,55O6?$M-@CKJICN&K)E#%\)^,!5O2?@`U?U MGH`/7-5[`F!P5>W!53TS$M3\W'%5[QF1:O<$C.&JOJ\`.ES5>P(*<57O";#$ M5;TGX!17]9Z`4US5>P).<57O"3C%5;TGX!17]9Z`4US5>P).<57MP54],\_I MIJM^^TE7_9J;N.K.?G7U[S(U<]X['&IDX9$3CYQZY,PCYQZY\,BE1ZX\N3.(_<>>?#(HT>>//+LD1>/O'KDS2/O'OGPR.@$A$U7L")A%5[PFH1%2]IW"Y^@W=][W]W@$TTU7L".M%4[PGX1%.]9R2TB".:JF-H:LF4,32U;&J>^**I M);,>"Y!#4ZNQ@#`TM1H+@$)3J[&`'S2U&@MP05.KL8`/-+6,M=_M@`\T==FS MI'5OY[#^#LR?5?5]%3[F>@(^T%3?5\`'FNH]`1]HJO<$P*"IVH.F>F8DJ/FY MHZG>,R+5[@D80U-]7P%T:*KW!!2BJ=X38(FF>D_`*9KJ/0&G:*KW!)RBJ=X3 M<(JF>D_`*9KJ/0&G:*KW!)RBJ=J#IGIFGM--3?V^35./N7A8GJCT-3?1U+WC MR1-G^L-E:E93-;+PEA./G'KDS"/G'KGPR*5'KCQR[9$;C]QZY,XC]QYY\,BC M1YX\\NR1%X^\>N3-(^\>^?#(ITDN\K8)+G*7E/0"7/ M4_*>@$N>I^0]`9D\3\E["IO'/YX4M'LTN;>"9REY1T`FSU+RGH!-GJ7D/0&= M78`GGNK[*H"N;S6?_-EO)'59L@Y,?UM0X-SEH0WKYRQ\FSPX$&G=K-F9U&"L MR\!L#1*K7Q(26S)_D-C-O1],7AX&F^P]@!&IK?8>L(?45F,!:DAM-1:0A=16 M8P6DF1,1I+:,C9_TY.%PI, MPIBN3,(^<>N?#(I4>N M/'+MD1N/W'KDSB/W'GGPR*-'GCSRO(JL5K6.=@_WOTU.95^\Y=4C;QYY]\B' M1SX]TG5!IO"X?&<.?KPSDZ><=<.JI[Q[6Z[:[P(BNP#)+F"R"Z#L`BJ[`,NN M<+GZVG>__ILLB`9<=@&872%SN:O];U,-Z0(NNP#,+B"S"]#L`C:[`,ZNT#GS M,Z$+\.P"/KL`T"X@M!L1+1K9!4CV(Y)EK"\$SGSU?2'PX)?U6`!^UF,!3OV(TWJLT#/WM8WXK,<"6OI"RQ_>DL+'ZGO9SO'^[O06I0"//L"C M#_#H`SSZ`(\^P*,/\.@#//H`CS[`HQ_Q:&IA'_`RC+PT>X8`H&$$J-T3$#6, M1+5[`L2&$;%V3\#<,#+7[@D@'$8(VST!E<-(9;NG8#KS36$(.!T"3H>`TR'@ M=`@X'0).AX#3(>!T"#@=`DZ'@-,AX'01<+H(.%W,<[JIJ;M;-?6[/AWXZ&MP MXJD[!Q,=Z%>IN8/4(PN/G'CDU"-G'CGWR(5'+CURY9%KC]QXY-8C=QZY]\B# M1QX]\N21YRV1W9V#R6_17[:D)I%7C[QYY-TC'Q[Y]`BJNH1R!KP(L457O"BJ]P1\HJO>$Q"*KGI/P"BZZCT! MHNBJ]P20HJO>,V):)`M=U3%TM63*&+I:-C7/\-#5DEF/!="AJ]58P!BZ6HT% M2*&KU5A`4#\2M/[:`F#0U6IO`1]]P`>^6JK;GTC`![[J/0$?^*KW!'S@J]X3 M\(&O>L_(1_L]#(#!5W5?^*IG1H*:KV<(D,)7?5\!8_BJ]P30X:O>$U"(KWI/ M@"6^ZCT!I_BJ]P2$W"*KWI/P"F^ZCT!I_BJ]P2$W"*KVH/ONJ9 M>4XW?75OJZ^ZKG[-5;HZ6:/ICY:IF?/GP2,+CYQXY-0C9QXY]\B%1RX].36(W<>N??(@T<>/?+DD>=5A)L$EW^*\=?OWT_^Q^16ZQ?O>?7(FT?> M/?+AD4^/8*M*&[;JF0!)%E:])X"2A57O";!D8=5[`C!96/6>`$ULU7L".+%5 M[PGPQ%:])P`46_6>`%%LU7L"1+%5[PD@Q5:]9\2T.!:VJF/8:LF4,6RU;&J> M1V.K);,>"Z##5JNQ@#%LM1H+D,)6J[&`(&RU&@N`P5:KL8`/;+6,M=_M@`]6 M5[TGX(/55>\)^&!UU7L"/EA=]9Z`#U97O2<`!EO5'FS5,R-!S<\=6_6>$:EV M3\`8MNK["J##5KTGH!!;]9X`2VS5>P).L57O"3C%5KTGX!1;]9Z`4VS5>P). ML57O"3C%5KTGX!1;U1YLU3/SG&[:ZOXV6SW0VUJ/ON8J6YW>4+-*S=KJLF@F MLO"6$X^<>N3,(^<>N?#(I4>N/'+MD1N/W'KDSB/W'GGPR*-'GCSRO"7"XNKD MGL"7+:EJ<56/S3=O>??(AT<^/8*NZNM%5STS!)D`2A97?5\!EBRN>D\`)HNK MWA.@R>*J]P1P.KGK/B%2[)V`,7?5]!="AJ]X34(BN>D^`);KJ/0&GZ*KW M!)RBJ]X3<(JN>D_`*;KJ/0&GZ*KW!)RBJ]X3<(JN:@^ZZIEY3C=U%4_\J7M6 MO^8FNKKW;7*'5W^T3,VXZ."1A4=./'+JD3./G'ODPB.7'KGRR+5';CQRZY$[ MC]Q[Y,$CCQYY\LCS*E(>@['_X^_Z_KCW\L?_3`[2%V]\]D\`*TNNWA/@RI+KLJ>\#WN37WT@L+ZC`%<$ MUGL"8!%8[PF016`WO_#=R=4S++;ZC@)D66SUG@!4%EN])T`5>_6>$=;BD]BK MCF&O)5/&L->RJ7D^C+V6S'HLP`U[K<8"NK#7:BR`"7NMQ@H[_,/Z,5:3WTM@ MK]580`OV6HT5.`JINT=?#_8=_YM\[\=D2T7[U06@8++>$[""R7I/P`HFZST! M*YBL]P2L8++>$\"#R6H/)NN9D:;FYX[)>L^(5[LGX`V3]7T%`&*RWA,0B\0F*SW!)QBLMX3<(K)>D_`*2;K/0&GF*SW!)QBLMX3<(K) M:@\FZYEY3C=-EB76VF2#A=>ON8QZ9.&1$X^<>N3,(^<> MN?#(I4>N/'+MD1N/W'KDSB/W'GGPR*-'GCSR[)$7C[QZY,TC[Q[Y\,BG1[!7 M90U[]/:-H[W/TV M=>B`3:X1]ET5.E>[VN>_B6]@K\M[?SK?H#0P71Y9>U>_Q]9W>W^E5%@73V@<"([!]W=[S[;6_R!J&QR\1L M#V:K7SYF6S)_,-L_[GYW[]OA\=3<"I7S^P^XQ'6K_0<8XKK56$`=KEN-!9#A MNM5886KFG`2_+6/-\Q9N@_5,@6IN7X6JN4R`%;?!^NL)L.(V6.\I6,V]YH+5 M7*90-9P).\5OO"3C%;[TGX!2_]9Z`4_S6>P).\5OO"3C%;[4'O_7, M/*>;?GNTS6_W_3;8K[G*;ZNG-BU3@$X6 M9;VG\#GS_1S%]9Z`4!37>P)&45SO"2CE"<.EI_@D.ELV-4^'$=J2*6/8:]G4 M'ALI7(\%T+$N6ZK78P%CN&HU%B"%JU9C`4&X:C46`(.K5F,!'[AJ&6N_VP$? MK,5Z3\`':['>$_#!6JSW!'RP%NL]`1^LQ7I/``RNJCVXJF=&@IJ?.Z[J/2-2 M[9Z`,5S5]Q5`AZMZ3T`AKNH]`9:XJO<$G.*JWA-PBJMZ3\`IKNH]`:>XJO<$ MG.*JWA-PBJMZ3\`IKJH]N*IGYCG==-7CGW35K[G*52>_ON^/5JG5PW-V?MV9 M_')Z6"5FSGX6'CGQR*E'SCQR[I$+CUQZY,HCUQZY\N3) M(\\>>?'(JT?>//+ND0^/?'H$55VB-@,2JNJ9`$@N'O:>`$DN'O:>`$HN'O:> M`$LN'O:>`$R>U^0]`9H\K\E[`CA9B_6>`$\68[TG`)1+B+TG0+0+&$55?5\! MI:AJZ2D6B*J63CP6,H:K56(`4JEJ- M!02AJM58``RJ6HT%?*"J9:S];@=\H*K>$_"!JGI/P`>JZCT!'ZBJ]P1\H*K> M$P"#JFH/JNJ9D:#FYXZJ>L^(5+LG8`Q5]7T%T*&JWA-0B*IZ3X`EJNH]`:>H MJO<$G**JWA-PBJIZ3\`IJNH]`:>HJO<$G**JWA-PBJIJ#ZKJF7E.-U7UVT^J MZM=.?7(F4?./7+AD4N/7'GDVB,W'KGUR)U' M[CWRX)%'CSQYY-DC+QYY]`$Q@%#N=?6>D='B@(BJCB&J)5/&$-6RJ7GJRQ7!);,> M"XA#5*NQ`#!$M1H+>$)4J[$`'T2U&@MH052KL0`.1+6,M=_M@L?,20JBZCT! M'XBJ]P1\(*K>$_"!J'I/P`>BZCT!,(BJ]B"JGAD):G[NB*KWC$BU>P+&$%7? M5P`=HNH]`86(JO<$6"*JWA-PBJAZ3\`IHNH]`:>(JO<$G"*JWA-PBJAZ3\`I MHNH]`:>(JO8@JIZ9YW135+__I*A^S56B.EDQ[8^6J>4ITO*!.7_^Y__\ZY__ M^;>__OFW?_KWO_PRK!(S/R46'CGQR*E'SCQR[I$+CUQZY,HCUQZY\N3)(\\>>?'(JT?>//+ND0^/?'H$3UVB-@,2GNJ9`$@\U7L")/%4 M[PF@Q%.])\`23_6>`$P\U7L"-/%4[PG@Q%2])\`35?6>`%!4U7L"1%%5[PD@ M156]9\2TR".JJF.H:LF4,52U;&J>_**J);,>"Z!#5:NQ@#%4M1H+D$)5J[&` M(%2U&@N`056KL8`/5+6,M=_M@`]4U7L"/E!5[PGX0%6])^`#5?6>@`]4U7L" M8%!5[4%5/3,2U/S<457O&9%J]P2,H:J^KP`Z5-5[`@I15>\)L$15O2?@%%7U MGH!35-5[`DY15>\).$55O2?@%%7UGH!35-5[`DY15>U!53TSS^F&JAYS4VK] M*":_5?7'7*6JDP>%]*O4S/GSX)&%1TX\^3"(Y<>N?+(M4=N/'+K MD3N/W'ODP2./'GGRR/,JZU'.\>3)X2]>,?K1L=DE>K-Y]\]\N&13X]T MW2JS_&HGK[0+".P"!+N`P2Z`L`LH[`(,NX##+@"Q"TCL`A2[@,4N@+$+:.P" M'+N`QRX`L@N([`(DN\+DS$^"+L"R*US.]10\ET3L[7\[GOP&M0OH[$8\BRUV M`8Y]P?'@ES+6!PSV(X/KL0"Y?D1N/180UH^$K<<"H/H1J/58P$\_\K,>"W#I M1US68P$=?4!'']#1!W3T`1U]0$!T"#@=`DZ'@-,AX'0(.!T"3H>`TR'@=!%PN@@X7_%WW__[>__X/&^.[_N'7*:_V/9LSO^RO_EE]W=\6=O MO6FH-RWJ32?UIM-ZTUF]Z;S>=%%ONJPW7=6;KNM--_6FVWK37;WIOM[T4&]Z MK#<]U9N>ZTTO]:;7>M-;O>F]WO11;_JL-R$^U<>-[M3;MGS@Z$R=V_*1HRMU M;LN'CH[4N2T?.[I1Y[9\\.A$G=ORT:,+=6[+AX\.U+DM'S^G^W5NRP'`Z7R= MVW((<+I>Y[8)8[UMRW$P;#D..!&L9[<>'S]F?E_^]L_ODXF_K2[ MPTU,_\JYQB[/B/SM__[^'__G?Y___7_]SQ];?ODG.2-9_KUZ_G?]IPB^37X9 MT1\O,[M_#!T?3'YE.8RI8L.+>M-)O>FTWG16;SJO-UW4FR[K35?UINMZTTV] MZ?;_L6VV/6D$`1#^*\0?H+*:F&PLR=X=(._OK]]H>VI36@S0].]W@&A2Y_DF M,W-S>[O#,MF+#@T<&CHT*KM;@.EE^MQ740 M`+46UT$$U%I1`K<5UD`.U%M=! M#M1:7`1`K<5UD`.U%M=!#M1:7`1`K<5UD`.U%M=!#M1: M3*?6XACD0*W%=9"#''*@UN+70@[46EP'.5!K<1WD0*W%=9`#M1;700[46EP' M.5!K<1WD0*W%=9`#M1;700[46EP'.5!K,9U:BV/_Y^#26FX.KV5Y+#;'3>WQ M5[E_*?-RNSU4ONW^G(Y('D[O03[@RKY\_G*5=4/,>N%T3F+,G9@[9.[%G-]K M?+I&C2OJ7.=\[/*)TB.<*+S3D\;08D9C:.$8GC2&%HTA:\NM@VYMN770K2VW M#KH566R"VMY9;(+:WEEL@M MR^26DUN6R2TGMRR36TYN2?.6"F3J8G!VDF8G-?":IAB>`V4G/>$U2S$K>IZT MO!-#SY.6]V+(369+PE"Q'WBWZ(?=(/0AP0/@QQ2/@HQ!'A"A3F M27'"-"E,F*56B+C7:*MITWT[(?)N,J_&;$7;8YZJ,6\BTQ;3068H9HS,3,R< MF$+W*7)B-+0UX:E3C:F+3$],'YFIF!DRNDU:(+/4W/20T24TRUDUUDG?K,8! MX9JN$>'C:IP0KH?`9SAME#0>?4WQ6ZJM$'=";827??#FX[?R4'M\V[R4O=`QQ5?FZ.^H4XOSG:[GY7NI_OFZO MQ3_O=L?W#_IIO_F[V_\\=X/:/P```/__`P!02P,$%``&``@````A`.WJS.A4 M`P``I`H``!D```!X;"]W;W)K&ULC%;;CILP$'VO MU']`O&^(PR4;%++:A)"NU$I5U*,%%C,6$5*F$D9+["$(3]9HN($)[53D5N+ M^=RS"DQ+4S/X_!8.EJ8T)B&+SP4II2;A),<2XA<9K43#5L2WT!68/Y^KNY@5 M%5`<:4[E6TUJ&D7L/YU*QO$QA[Q?D8/CAKL>C.@+&G,F6"IG0&?I0,U;0IT29P-D:>4=U`;YS(R$I/N?R![M\(?242:BV"PFIO/SD+20B!D&!9K9P M%5/,<@@`?HV"JLX`0?!K_7^AB0` M0\@=%/'0G7?<56=+]X2!(^]V811X),Q@'VPU")9OU1MVSR0BU`BW%M>QT5#\ M_21#-,%P^(BA)Q`*P@_D1W)*34=JLE@D="A4_D&^8G6@HC)RF$,)\MH?!_+S5\```#__P,`4$L#!!0`!@`(```` M(0`%3X:;``4``"L6```9````>&PO=V]R:W-H965T&3.>>/WMHRR,=UPW.:DV)K(5J81M.F MU3XM2(4WYB=NS&_;WW];7TC]VIPP;@U0J)J->6K;\\JVF^R$R[2QR!E7<.5` MZC)MX65]M)MSC=-]=U-9V*[C!':9YI7)%%;U%`UR..09CDGV5N*J92(U+M(6 MXF].^;GIU,E&>0V.5%WGYVHJ919JOOQXK4Z:X`WQ]HEF:] M=O=B(%_F64T:/#QGQ&J\1U3'N[[A+T M*\>71OC?:$[D\D>=[W_D%89L0YUH!7:$O%+T^YZ^!3?;@[M?N@K\71M[?$C? MBO8?`AP8X>;]B6GDJ:1O34M*?]C$.)23,3E(O"7BZ#`A[E>FQV"P[7;+CM$VWZYI<#%C!X+\YI_1Y0"M0IEGV MH%8L)]>\?Y5VR#<5>:8J&S,P#;B]@;7ROD6>-UO;[U#@C$,A@^#W#9*):"@3 MN#(2]P@M./WH1'C#!D]78U`RT=C]9=/'3V$:?Z\:LC?$6)5`HB&!YDJL0\1; M>C*3W&-NB9,SA>*/,3I_C%AV2]>Q/%\6B/67$YV^Y`S* M-=T9A15GOB,'%C)&YXP1O;-YL'3$'V55QS(]"^2/2W0?)QF%5C#=*(55HTI@ M(6-T1H<$0DA9Q_%=2*EV,H1N,I++^2,N*:RZO.EVCUG(&0_QA>@K3VHT`!2% M6`4"M>$PX'XB)7-TD!)V!OU32&'5G)+6D#.].7EI1=JK,;MZ/VJV#WQUO^1I M^8@G"LN>8%-337&(FT*6NY1_DB>E`-'#=\3L#IUY6=.QG-OC(_E'L+5/+VI' M#S*@](2PIW@*7&LY%SN,@Y*G6S1L-WG\EIC?HDN"HCJS9G(I%F(@#B0(QZ&H1*7V:7]=:9!(:)-&JR!;IS#&]BFQ"D:KH*^TGI%\C M(0]B?,CU%"JZ0ZF;[3B2W$%@++GM(K)7.GE,]\KF%-$K]"'E2TB(=-,,;\>C M2#RNDF@1V2:=002;$_L0FUS&^I!NON%V1Y$8C2*)%I'MTM%$L#O2A_@@([3; M.WV(0?U#>EM.W"&[+"[PP=(=11*D0V2'=/Z8[I!/*Z+#81MB4._01!.D0R3&(=22SN.T(.[.QWP)L2\ MLK,Y=EQ4XOJ((UP4C9&1-WKNYL)WE.N[US/!9Y<>HBCO1W!6V!VLV=<+<%1W M3H_XK[0^YE5C%/@`DHXUA]9\V_\!``#__P,`4$L#!!0`!@`(````(0!O(P6J1PL``(U/```9 M````>&PO=V]R:W-H965T:_X"X;\EW MH&I[M,&Q$VM&&HWFXYI-TQ;M0BI@[^[S[X\=&\AR4K_-36FSGJPD?FVOO";- M_1^_=V^37_7AN&WV#]/P-IA.ZOVF>=KN7QZF__T/OYE/)\?3>O^T?FOV]/Q[W^[_V@./XZO=7V:J`S[X\/T]71ZOYO-CIO7>K<^WC;O]5Y%GIO# M;GU2?QY>9L?W0[U^:G?:O'^OEA^BV\D\E\.GN\;QOH?]OZX]CY?7)\;3[$8?OTC^V^5JVM=-(*?&^: M'QJMGO0FM?.LMS=O%?C78?)4/Z]_OIW^W7R4]?;E]:3D3M45Z0N[>_J3U<>- M:E&5YC9*=:9-\Z9.0/V<[+:Z:Z@66?]N/S^V3Z?7AVF^ MU2FGD\W/XZG9_=]`H4UEDD0VB?JT2<+H-IJG89J-R!+;+.KSDN7+IY#8G=7G M9>?1UZ&NN&V,K)MD]'7D-HOZO)S*EZ]#C>?T-HG2?#Y&D(7-$NK^ M9!7[NB(STT?:+L?6I_7C_:'YF*AQK'K!\7VM9X7P3J?6G2U6GZ9K7+K?9[U/ M=3N=Y9M.\S!5C:QV/ZHA\^LQC./\?O9+]?.-A99]*`LILCHCNE?KQ,S=4+@; MN+M!N!M*LT'][)[A#\2*F#.\S89PXIR0&(>>4R@&H=W%5 M'^J=DAQBDLMI$SW4;#-"#TVK/D]Z1^)(OS20FHDN7>AZ[+:CKB#!(%%`@D-" M0**$1`4)Z2.(%JK)1FBAZ8>IDOK2S*K?.9US::"\G67B,`VR2R\P2M!X'#M: MLFX\2M/4R5]TXV&4+9R9@G?C\2)WST]TXZ':/76Z2FD`]?-RE0Y1=5/D010% M*;U&V062?+$(KX.3-+\J?R.:7].]YG?.;6D@S]FO(,$@49P)74JRT*DDO!N] MR6-'(6'"\[:'1,$\<78ON_&;.%MD[GBOS@?X5"))!9%`%<41$FB: M2I!?\[;]>VD0GP"08)`H(,$A(2!1&L(HE2^"=.$,Y@JFD#Z""*%NWD8(H6DJ MA)J*G&&X-)!/"D@P2!20X)`0D"@A44%"^@BBA?:JW=M._RV3IF&)-I!/"T@P M2!20X)`0D"@A44%"^@BBA7(6([30=&]<."5T:2"?%I!@D"@,82:/4,WSSKTG M[\:3(''CHAL/DT40N'4"GD)%4@1YV*LULDO,52WO3.=$!6V^1LC0XE2'3F93 M*"SCDP$C#",%1CA&!$9*BUC)A]J[PEFD%Z&B:,OW]7DJ-`[1N7]U2MK24EY9 M3"(/PG"6`B,<(P(C)48JC$@O0F719G"$+,8[*L]RN>%6M=RQ!(P$B)D0HCTHM06;0K'"&+,9'.:'%+26BH\Y#/0N<>;&6!I+W;3Q>. MK(R&>ZLA)!PYM]J<1-WU(&&C]M2RP'%*Y67O:[]SD`HCDAZE:W=IXZN..Z;Q M-8[JAV&\(P(B+(1(@1&.$8&1TB)6L621.'-SA7-(+T(ET1YQQ'@PEM(9#\X] MR5)_$Z"$\XH"$8:S%!CA&!$8*3%2841Z$2J+=HPC9#$&$U4/GPTUZU(A1!A& M"HQPC`B,E!BI,"*]")5%F\<1LABOZ8P69WY=AH8R`UY9A(7C$58$B(/<7>5F M!(C2('0.41!`V1!W/9$30/F0T%F1%P0($W4.3A$L+>$9]!5&)#G./)OG^;58 M4BFT=QPAA;&:72GZ7L1G1^WX@`@+(5)@A&-$8*2TB*TE89)&[KU'A;-(+T)% MT4YRA"C&>'9%43>]S@W.,C24IV.M,,(P4F"$8T1@I,1(A1'I18@LT3C?WN)P M+E%J"SCG'LTZ-R=:7AI*3/DTR3/72]"@"QW M:P6C\3!P*D%AX\;+Y.EU>FYG2$YV#[/(*46"Q+/(_5JWO*3_W)!@1)*CS!=Y M9\V>2J#FGA$35J1QX$@LXQT7)HT'83A+@1&.$8&1TB*VBF19D#F=KL))I!>A MFHRSZ-&@17=Z[=)2GB9?881AI,`(QXC`2(F1"B/2BU!95-N-&2H:QT7$4%Y9 M(,(BB!08X1@1&"DQ4F%$>A$JRS@#KQ^,K://AY06,#4D9O<+12<)M#/]-$$@@))-G?&?'DY@J>4P&4( M20\SGT>+ZY50)<9Y]LA8[>[-;\^16,8[/+!CQUD*C'","(R4%K'])DS#T'UP MHL)9I!>AHHQS[-&08T^O@ILOK2SEE<4D\B`,9RDPPC$B,%)BI,*(]")4%FV2 MOVX4(^.IP?J6I3QMOL((PTB!$8X1@9$2(Q5&I!>ALHSS[]&@?W=N#I>6,D,^ M5<_*."L#Q1D]]X3O9R$>W9'D+`ST,M+T%-!X.J$ MM%E,`Z@)+^N8)M+\^J'F$:.BQ8$;L8QO3&"$8:3`",>(P$AI$=N:V2+,G;I? MX232BU!-QIGT>,BDITZ77EK*JXI)Y$$8SE)@A&-$8*3$2(41Z46H+..,>VP< M-R@@EO*T^0HC#",%1CA&!$9*C%08D5Z$RC+.N\>#WMUU(Y:R(SYV'Z5=D7@6 MS)T"Q$@\S@-G-!8V;NI/XGYYSTFX^Q1S>S,H2/:!!:W+[I_7$(Q(L<`[I1:@D MXRQZ/&31.[<,QH-8RBL*-+<,9RDPPC$B,%)BI,*(]")4EG%^/39&&Y40:,=7 M-I%'.8:1`B,<(P(C)48JC$@O0F49Y]CC(^(/,%"U^0 M^X+"%RPO04_)@.L+TF8YVXYT<;U/I@T^SHO'QHM[UZTLX^GB*XPPC!08X1@1 M&"DM,M28[7Q,B'N\]X+"WE%06:68:S%!CA&!$8*3%2841Z M$2)+,LZ?MSC\"L12/EDPPC!28(1C1&"DQ$B%$>E%J"SC+'HR9-%[7X%8R@SX MH54K"WRV:D7V'UBU(KOW5ZU(N+]J1<)./2LOP<_+!T:D1>R,%P3=A\9H\X^S MXHFQXM[Z81GOF#!I/`C#60J,<(P(C)06L:V9YNG<4:W"2:07H9J,\^')D`]W M_R=X:2E/DZ\PPC!28(1C1&"DQ$B%$>E%J"RJ[4:8\T3CN(`8RBL+1)@]EB=+ M@1&.$8&1$B,51J07H;*,,^A)WZ#WOKFUS+#A\`69+UCX@MP7%+Y@28)AW)N: MX$*"_#0#;>AQECLQ9KI;*L(X=1YH6UK*TW-7&&$8*3#",2(P4F*DPHCT(E26 M<98[,=X3K(18RBL+-+$,9RDPPC$B,%)BI,*(]")4EG'&7+WORUW*'7BTQU+F MU23.0%_Y@LP7+'Q![@L*7[`DP3!,LNL:AK'=%O#T,OT>--TNYHII#M/IF3].S7O[`JSOS4F] M!JW]]56]]JY6[YT*;A7\W#2G\Q_ZG4^7%^D]_@4``/__`P!02P,$%``&``@` M```A`*;[&UL[%UM;^/&$?Y>H/]! M4-JB`6KKW;8VW.=9]Z]/ MBXN;;LC$=P[_TMJ8+/]EX.\<(X.WNN>=O=Z:Q]ME)CMT;]OM7/<>PW&XTPJVSH@SB M&+M/^^W%RG.V1F`M+=L*WL*QNAUG=?O-L^OMC*4-4%\'8V,5CQV^R0SO6*N= MYWN;X!*&ZWF;C;4RLRBGO6D/1KJ_<_?.P@G\SLK;N\&L.TP.=:*??+.>=:^Z MG]$,S.36BN2?5<=?A# M3 MQBP;+4:+:Z66H5C,^HU-.%JHI+)BPL6[Z_>-T:E^LB+K#C+<5`:PA%/+H@6I M6Y+?UPOVIXDX:;B@*?48-'#!.]MZ=J-RZ^^WT-&M=M8V8,SET:O5VM`V5'I" M`4@5^LER3+_SP?RI\[WG&"X#R9?6\-.H,T#AKWYX%(3JA^?19]N-NMP0G:_' M+,W,):'+H4\J?U:*E,65ZCG$?:020P<`W,G;N`-YW#ZZ>W+:RF7%AC,Q_UHL]5?/IY9[P- MAN&:@G:"[]G6FJ%XGH=KN(.U\ZO'Q?PQG)=#1D51,.AB,;_6,.CCPW2N'NE\ M.E4]Z'`!?Q0/^F["_B@>=`'_S95Q>N@KQJI`)N-U`HOMN?0OKZ?3Z#<;CD.3E(:(M=VV^FFP;1AE-60030#`=W4ROA@"D/[X)IVH4P0@`7$\F M-Y/!=#B&_\,60C\"U9Q.NFU[E4/0DETY5SE$+3D M50Y!2UX-NS&%7KUNW:L<@I:\RB%HR:MA)ZS0JW!EH>55=9\ M'A1XVKI7.00M>95#T+17XV75_/%Q$6Y=9CLS9?WQ82[6Q(O/%:X:89VZ]'9K MV#",KVL.KF&-&!V[O[/-30`KTIWU_,+^#;PM_+WT@@`NF-[?K2WCV7,-&U[V MXC/B?TO.A$O*K-4GF`SM243<1%/HFB%1O3%;38ROQ_WK\61X%2W8 M%$WMF&MK[V2M2^;.C4N@D7%;;3C'H9M,<@B'=->\Q[QP))T!, MQ"%!/$.%C>D5)*J-W!DT&[D3B#9R9U!MA-3)2ZZ8R;6WA[L9CAV\6-ST^]$V M.76>\@$YX#D1DP^".R?+9^4I.8Q6GB-J*^A+)C<>ANQ/N#^18VG%&5D[*T[( ML;+B#*J-.&YB[Z+!DZT+)L\Y2([X1A^7@P$312?&>(Y$\*!/;.<^NHQ(ECML M+G&>M"RJFN>(LDSYU3M/;=[(;LF)%DVNE($$[A?K/&0FB<_)=SG1%1`/86\% M/8YIVQ]9V_/#)NFT8//R_NYUP]WJ!???L7NAV)UD["5<(3B\C,:)WH#Y12?! MG5P%)W6,[=9^^[!WEN9N$=Z4%TX1'EW`/.F[AQ!R^CZ\LNR8X?9K-QKFNYT7 MF*L@O&DPO#17A&=4@&=P&(B"I\[\XX+Y@2T@QO2@#4 MFK)(8MN2&,[MD&DI!?"FA((%5%TU)6]0I/FM$<*)+F!(&0$9*&-$751RF@MS MI@#*&7E0V(=P0<&DJ&T(`*<5")PC!BW57]A=3&1YT%(%YJ.AI1+,0T`UN,&< MX#V!*F1+&`!/*UG!!22J&`W2P$%H2R&Y:!BV)9$\AK8T,G7%L"V)Y""TI9"\ M)]J22!Y#6QK)N:(MB>0@`".M*"3OB;8DDL?0ED:FKABU)9$O)WU,ZPRV3=I5W#`W'79-Z\#:\4?^6EG;)_,5UB+1I?W7C?% MF[V`)-[@.(Y&C+`04SH_;/AW.R*3*^>G!I;Z1%1:'J[J*W?FCR(#[VY71D@E M"&;G`8-R^A6%)\N:MFEBFV!M8X`JV3H&/EP8GL.F,QQ&DHVU8@',,?&I4#.1 M6&T@/3E3Z\]60XG8RDDISWQ:LOL5!$4:&J5?,AR1*!SHY"(NZ"*`V/+R1)TS M.EYVEFG$(MPHKE2,\DCNL*_N1,H#E[=[96T/[TC=0&7\VB0^HB1P%5$`77[[ M@@N$A//#FZCD=4RWRT-*A6+P>'_D9)-%,]#:R:(97\UD*4=WHLE2#KIV+HLG M"ZHL\$2IHR53&:*'PP7!4R@U#2"OG4Z8:NA,Z<*DB.I<&245(W:5%L,53S`I M(Y16IP:B1#P#D22PR\"8YQ/.P*:1U\Y`#!@"OW&JA3*P`NZ99""VHJ'XSN69 M;0;$^W6J5Y^_D)4F4%1_,XI?6I)SEM_1I2_%*3E0N-VN#Z=BG M\XNKCUHF*8"R1&)$C5&&UNE(TL`,>ADA,9A=&"7;,>&#/.G;,0AHN[V%('+4 M+*NG.*>M3#BNOM*G-7]RH%55LT(\6M)'!B#+]IRE27Z?8BMEK>^6MQ<*,(UV>> M>F'BD8,,J&V0LRI0I?9\A)X`G"'L_\7:?@IP(+1."`[O+-V53T(]$#R28Z5KJZKR(860J![<[2_%'L]T.)3%-2YZ=93;*%,N2^,[(N7+`Q-H)JK;)N6IPM(3) MP&TH7JA1#_@(5F2B7@_I-72D(82J9$\_W+H!@(MV&U5%3;NA'WEM@<-4P[NR M!4MS_5&1P%7`/1.!PU;HCY*PJ@@)7"L(A02N>-6=*7NX8)#;>I'+YZAI0.15 MH,$I5;A6;10+1$K1P[J0G:B;:]E.&2Q4.Y$_-2W*U#BX:C\'1UO#F2#+'-5- M*`0T[=]+NPF#@XC24&<5@9.L1W)NTM^,9I=4LLT=]J&0X.E/-0Q.DE8Y'^IA M@K\32NV"XL2R#Y<7S=F')]/#1$W/#9OX6KV(5L(O4#NERW>%<-CMBF5EA2Q" MO`,C^4R_[TI><4)LQ;L[`H@I*S@I.R0DI!!VA>`5=O%*>(7))7B57`-E$2M) M'"V16M/#^-I+A8MQ(RW@<%GZ,#I-?7[6V^KROLH`2N)CUMN0`6R%KB"18+U` M%3#>QL+F;**\KF:@KEM7.$BSB=!5::Z"Y%+=*QQ=S\JT-V>B&<@-NH)$H68@ MO(V%S=E$.54S"AI@+,F95_=)14BH*@P0#PJI,Q2*^!-N4&ZLZX@O2RJ&Z.WZ&)!U5Z'%$#R MYC>OQ44(*U2"I`M*`55U%"=/66,`^=M@P(W+I"E3X=-C[11_[C+W(!&\VM1T M5P2_;RPCD7#-%)!JF50I'9'(^\G%L59"!FPIM MXM8D/F(D<2V-`#KQCH;$J41Z"H`NZPA(\$)*I1,#&IB4:KL MMOE\[:'JR7G)K\N&;AW)YJG`'6`\<[J!GA^1N:G*"9X`>YI254+P!$!K%#Q6 MY0^"UR2@NGR5[]ZHX0M]44`VEQ%0V7N3*WX%`J^29Z-")4`)3U3A"@V6RP;6 M'N>+7*WRLU^:V<@&7^7*@50*LG#%:X'4TK^NUJ'>LZGXSBVYI&*1Y;E,CMM@ M%,RHOY=2&90%9"F9G%=\J:3F]FY.`A`CB[8W(Q4P2CG2LE]$1CA@VT1QQT9V M(T7J2$MG,LZ"\,3RD-)<%EN*P;I\H8*?<7)MOFJGL&9\-5.D'-V)ID@YZ-HN%T\1S8#JI@B2 ME`:6U;5S!@,62FJICJ=F$E7`%<\B*2/.+4K$TPSS+/E]VEK;0_*%LX&THP8` MJ%72$_-;0Q7TGF48Z]<.*NM<>\5^"WF\@,,;[.9LDT!EBD:3^,1K MA``Z\=PB.?\<8K-*4@58K-WYU>4+*>@IY[)FH+5S63.^FKEDI-:*66ISBU"7)]ZW"I08`+8PS])Y)&&O>>LM*1:+*U3=> ME(1'1C7*"G`K^H"(;>I">OY"59#III'7KG\8,+RC7^:3"HUL4.?J,@#)U>4* MN.#5420R*3%W^1XD073B6`@;R3*QPB<"GYJ&#U1^V;N>0L ML2+3-RN7Y;!:YQ8.]N70N$(/R%]II=!,VEV.94[B811,C&/D[&7>W6R9<,X' M7@BU4@;.ES[8.FN#O=[*M.T?-O[]'7OQ,7BS3;^S\O9N,.N.AUWN<,6R9Z:P1=)J[P>>\Q`=A,>H="' MR#MD/1(W%A`C.A:,$*GF\!J/!9=&1<>"Z:.Q6$WC<`$YPF,E3U8;P2M^+$AT M45QPR@$7YGY"Y'ZX,>"M''*LC8JSR8Z5^Q+$Z M(L8J/U;J1QRKS&0*7_Q8J1]A5)Y[^('H6*D?L4Z,B3K!XTK]B+F?$+D_5E0< M\4-BQ$>CI+Z#5QQ'[,8$"D?1**G7<)2/B%$>C9+Z"\?WF!C?T2BIIV`\SJ(Q M_(!N4>*C$69W3&3WP5C'JHL#AM49"HRY8:_VMA%8GAL/Q-8DG$'L]^V01GHQ M5Y\Z`AK*2O=E"&^M=Q/YAI'#E:)(8"DC/3!W`<[(XD_G%+LN[2D M0;R=DXZ!):*?US-^\`(S)I%U^USNL!4(9:409ZLP$Z! MH"$8+-(07I":S@*2AT$SMX2GXXZZ:O_VRNK;T#P73XU'?69R\(AYAUT]??6L\O`60Q MK`=`;K[U@_#?SGYGS;K_>7RXGKY_7`PO;OH/-Q?CD3FYF$X>WE],QO.']^\7 MT_ZP/_\ON-^Q7?_V=3">=5^"8'O;Z_FK%],Q_$O'6NT\W]L$ERO/Z7F;C;4R M>_YV!Z+BOYAFX-B]8;\_[4U[CF&YL+Z!06Y]&SZU.QA[`/\Q/3;K/K()KG_GP````#__P,`4$L#!!0`!@`(````(0"5'_1+M[$` M`'37`@`4````>&PO?B33#+U8\].`?-35I)QXL2)_X@3_.Z?/E]-O$]!DH9Q M]/VCP7K_D1=$HW@<1A??/WI_>K#VXI&7SOQH[$_B*/C^T4V0/OJG5__Y/WV7 MIC,/[T;I]X\N9[/IMQL;Z>@RN/+3]7@:1/CE/$ZN_!G^F5QLI-,D\,?I91#, MKB8;F_W^SL:5'T:/O%$\CV98]\7SS9U'WCP*_SH/]LS?GCU[]NC5=VGXZKO9 MJ]?Q:'X51#-O-QI[^]$LG-UXAY$N`%;^,5O)`>]]>!-&@72*/C(//WD_!3?FY;_I] M;.79SF#[9?DG`^(@G`2)M^?/@HLXJ;X_O/(G?.!=,(V3&0[?VXNOIGY4>3(C MS^G-M&9/:X/R^KLXMK$:OIQL_SCWCQ)0'IO-TV# M6?IMY6<_O2S_;7?'L$@?C"PKEYT_C&=BBB&;YF8/P<0>]``?(8UO7%P-I-U^<,X3`W] M\(_'?2'`X\U!;[#UPGLR#`+O*)X%WD[EC#.R3_V;.IKC]V0.,@1*V`KAAY=@ M^[59D%QY$5=8`.9U:])>1 M0[9K^*BR78O9C0<5Z@5_G4.?KD$;?<36SL/(CT8A^"J,H+]$[58`Z$8MF!I. MAOJX"F>4^U1VMP=]#+4"VU+S\'`6CSY>QI,Q[-`W'H@KL>=()A.GG/^_`VN#H+DHH=REX` MJ3/A*KW<\QZO]P<@3J($Q+\'_;XWG`D!_D2:]KQG_1[,B>?/9Q"*\&_!F)JS MM[W=]^+Y3'P!D*F\TY(J_G#B4W->!C/:MG]9I)IW)Y/X&MP6"!^^CN=GL_/Y MQ,ND.5>BWA,3/PDK4C_:Z,U/+(')=FK2'+C^V16RUF]G#KN.]X42CB] MQ*XJJQ??EF?`\QGURI2J?;R!LB!&SJ*Y>HP\.&3+=(B[@PK>"P&/EBOL1L`Y MTXFL=J=H!0"XCA(J0N\NW7`J51@\O*:#6?1&P]D,3W=/]]_N'\'Y.#[PCD_V MW^V>'AX?+71%MAK]TL%F\\_/^HV_NV[M5IGK%ABLO1AN/$SM11R/4R^%"BZ_ M^&,2IZEWY2<78<7-_C&(`OJE=%/\\548B<,["S\%UM"6H1U#C'RJZ'31$T,? M?HA`Q)H?H3^@DHW5+@.#XQ+@2&>+?G]#S)]<(-!X2LU`[I&UN>&5;=X"7(Z" M&>SE*+X*O"<3K/O4\S_YX82^B#>+X?"HAB$/&D-7WHU@2RWC/NNM>6=^&HZ$ M(.-P,J<8.*JP00!^#L*+2S[NPQK`C*GV2KUYBK_1,L+!GT.NGQWL__?'XS>O]=T,8[_V#P[W#TT4*7PQB>>=[2IQF\^;8]A-CV_?4 MMB^TB.^"&N]WWDPA\E"Y\,A?]9B1^\"=BK?P9O)0LJNA7@A[['$_*T-!; M]LYAFLX%.+C3LH"X.B\W!AO]337=.\_+Q/LPJ'@"+2$)'RTXX1H0@_[&YI8B M,EC?>;XA;Y:Q:?M>T]H4)8I0&;8E:HF0E:C-/M=`_,H[-7B+[2KC\&&S/;6= M]8Q*X_,Z'K39+5\`T4=I2JD31BO&PSSD[*K-S MY9V:+6YO;&YO])\MY.1G;398`K+"]BHIGQ;;J[SS8;N"[)]@BJ!LA&^\>*I6 MCJ;QVD^8!FK+T-OEDV^!7^6=6O(/=CQA,>_%QHN%I[!3V5AK6$V'40,$&F7P MTF"TN;40H>=M$*J'U16AS8T^\D3UXO>B%1H.A*;%[9&6)&]GA:.OO//A9053 M:RF18Y@EX=E<>1.^TWPB#M9Y$E^!3>&X):FD89"4**,BT6'N.KG9`2^$[0+K M7X>S2\GGE-]=L-V*CK//-2B:RCL?!OW*?H?JZQNTX'\AJ<'D0L^#(U0CB M;SK*RKO('2&/E00CF+'@`N[Q>5#-]+5[JVG=&H$:S\79A*X)U\19I&\W3>)/ M(=/[%?W3'4(3/K4["I&*@$),O"1`DD7\_C1(/H4C^/@[XD^((MJJZ*_;06O" MT_)82?1>+.+9!EZLO+.GD;H$0.?GY``X<_Y8C0'_>__P],#K/U];LM\MU$@V M^B\9.9";F*0[G\.2)#Y.LII\*1)KROF6X@*+-2ZKH[7Z9 M4*U>:EJUI%D:$Y%6U4@`$T4@,7E<%,_)R=L*BQ=QDT`LHM)C5:8;59O?;=I> M$8?Y%/AJKI=":;6M!'BA"6A)Y\V*HEL5SJUP2_.(53+C1&V9M-9LL1Y,$V8+ MQ/1EF?OLO\5)&@ M>/HM="5JNGW-N%A!;T/%)2\WD:X1"VC-%]B'&D&DM?`_2-F@0('Z-0G*R@-L MHU:*J'F`;@F_&B4[S;M6:78;)PJ@,KCVF0.TH_N22C.8L^!PD MHQ#U:G@X-MA5I`=;VVVQOA7H6^P`U%)O/4;L`P%E7A3%=TV,"N4'J^^A&_"F M7=1F%T"S\WB>(.I:H"+WI;1;I\ZK3-(,R=K9HMM<%1+[W&)[7'VG$Y;M+8(< M7O^Y_V77]E[D`=MM^[8L=5X5I/H7FU9_AY1-$H[R9':>1S,!0%TVN]U;3>O6[-IU'SS$1ZYQ;D'YIM>; M,*GAFAI&S-I43NJ;SHK[H2`GZ`B$PV\#`N,C.0:B>4^M0#3MJ]:)<$L40&V) M@BS(A1#%]?ZRL@<]5G8:V:Z9YHVUA].T.^MZ0.,YU=G!"M79ZCN5LV1S7#B3 M3#I2O-F)UK#)$1L*#8M8K_A9%V?^[I9JHMX=[[#MT8.G;[>_?*$'VUW_Q8M\ MU6;.ON7V"BL]W/[02OY0&RPL]7`[W'KI.#;W>X2%I3KM$+FB6HO1W^EB,EI! M:8]7*0\(!D>;)_\W@B`C2Q=>>7O[QZKH.B"Z,MCVF`-5GTBNKKC[FR^Z",:= MKM9MGPLXIWTJ@\1J`:01JU:1`#V%1K16@G(W>#7S;VO$"F`:,2MX5_5'0)?* M-Q4DO4$1T<$8!^<^"ELKN)0UQ]QUC4Y[JNBT=CY3%Y-[^R4>8$?][2Y.X&I; M*JSQ`'MRTS9+K>IJ6W*7Z+2CVVKCK4$'G^@N%^NV2^^U])Z@N%2;S$970V#ML?W/`XI5-258NXE:"XX=$ICV5)-?K.E/4 M`8>V!^M=UH/5,8W6$6)[?.L]G%;^0#=>K?%QNJ_2?E^@.FX,SR:!W"+$+I/@ M"F53A!]N9YY_D03ZA.;HVT=UMX???B_("#I[D4XKQ&I7\$+WCDV85^`/7-_! M[M61'?%"`RZ6XQ**)`1;VYY[6K1IUR;G^XF7(*4W(\ME-K1P%_6";M(Q9W M'6XGW%G16]Q*X%1QFLD*;%M#:H]?.Z7G<'`SDIW!+<74PXWS8&T^E18NC@@X M#WFG@NK$W)OS)KAE*!X8\TYZVX)C-M)S!L:\87Y3B_2=0&["?T'YH7+7R#[7 MT"%1>:R_BE_OIP/2DHB:\Y!(`C9[0_87)#%>.+\(&=C(4N<]2'0?7:79$&75?HBON" MP*(C>17+MK":<,S:^$164Q%0D#BCH/9H^[2L]!WB$N#NMV0O[[P2MB0(5/,U6G07NQ(BM!G85S)G'OTN4V\)KCVN-`6(;F[2J M@P>U+M\U)[HBT/98XP2S4)-ZC8;L]FBO"K4;WB,,/1(7WRW[EYH^6V<1B')' M@'>/;>N*3EML'8!WCZUCD,M&J:B`VF+K`+QS;-W>HSO!U@78'EN(V.8SVYGL M63_2,K`$ISY"]/%\!%\3J3,SCP9UJ2[N^NV7Z+2C9QXN/#F.E89<%J8*=(^W=L=9">,0I]*P`LQ/.CO&6V+C<&XZY9.WIVP58>RPIZ+/K M6`>7*1?(=4_C:@^>M<6P`Z!NV!GS8'T)Y,&6%GT+A5`BMAQ&>YR@#R1_:^ZF M$CPJJBT,6Q>_\M8K=-H/]D"W^H?8Q_476[19<)]A:]/1^D^K,L`1T9==>4Q)NM%?"J M4-OCK1SG3GLIV;="UT\;[FT+JSV.4-_40E:;&5+"\1W)(#&8X;+?BR(HW-Y. M!N+6*S3MAQWK3,@M&+M6585:'"@?16N^X:DN!=&$4$C+V:0+M"8\ M;18:/.`VRV^5,?CFUU]^_:7\1_MR0PJ[`J@S8=Q8KXS`K8`UD:4*N)X;!NUS MC(M9J@"D/5;B/6\6[C4NKPHV4W`ED.TQ)@F6,.Z@DXAV`-8-2WCM]0?>";TV M4+KAM63#[:_:M#@*%U@W+*VAL:D5XQAU\C66PVB/D[*U$^W<34'>-8\M(#;A M*X&0S+"!QU*J1TEB(6\CR4HI95%>!4833E4=N(3[VJ?)6G"?"ZP]EO!T,-TN M=>O$<&7:S,1&M/PI'`<1YM]FW0^\^@B("$9E+K0F(Y29G.1N^1R*=/L2&+6G MEQQ$?'4F\U&SX^550/XC\Q@S0?YOR[KT*PD;$&]EZ$W[<*>6G62ST<5W7GH@ MM:UP=DZ,]1EE9J\W!UU5WOP87=?@]M=$`GBY&Q[^U, MAW5JD],?/XL^>>VNXZ:56SK75%7[*F=ZW:^>Y-]\;]/^`U@SN[__^VV__^G]^^^__AGE6 M05`&>0`<4)$5F-#-4]R$1M/%XA&)>^X@ELX;X&KX1L>8GB>G7OJCV1P7=9F" MA[;7(>1E#/9^/R&3FN"][Q'QZ-9K%.),#[* M?)`CNGA47O"4#5"J>+5ZQ3,=;&QY-X&?3&Z0Y`9W)!PP-9LG'(0-F\1:,RF+ M;_O0WO&?[`#"7#V<2#BN=#YS#?O\=)Z,+GW.#S>K@B<_A?$\Q5KYC(`L>V-Z M/#AK'90W:X_,Q'DVDC(?P>!^YG]FO6K\B>VB8V["P7+=(PK:EHDOX7`W6#;E M&$]Y#%^T(5MY,L.4[TDS&(Z;'8RS2TCS-?8)$N@L\!+P,DE;C#9O^6T+-ZJN M7$%W?ZS,F7)^[%=FU[D_5N9/NC]6Y@>Z/U:&QKH_5H93NC]6U*'[8R7H=W^L M-+6YEAS>0O8)#K)*IC"=KT>4SVKA^U%PK?R8KO!VCVY?/@%JJ>)9:8E0>O)+ MZM4,J:7N7`EHDW)=">`R_;D24*W1E)3L2I!R(J[TNBIHV^CLJFL,K,.W@/@Q MJY4`*UXP/-G0VY7`F"[*?/QJ6_[OY9.6D+DW4Q$YO37[[D];2%Y-*Y18"W=^ MSPIP*QC"KL@(OA5@::!FG?B%DS2[[QU:"$QAIL6"$S)2#O#IP,[@2EO>19O) M9-4MEV`5QQ"N@%N)A++5P@3"%6`"QT6C`=MR7X]X+9S-UQZ*$21TRVA)%AY5 MPU3115;%)3KK:F"'V\.Y1'_QG4"2]L$[04FWUCRSLPV-#*T+?+3*FL5I7"?'^?JLDY%=]RQG"^F?M$4T(:6 M\2[F*"MV7PMJK34M#ZXU-AWT#`.[\M5&Q[&IV]@B];L,5`>LN-O.9WOO\+OJ MUK**AML;J%D3_MIN`[G^'# M&*K]29VE>LVDZ%ZN,/0_61@\S#Z+[!G%QP/'#W(%KDSVHFY$)M*Y3`_1;QX, MT`P,ELP!5KJ97WYU$5/R^!G2\\JRF_CJ\GY1KT;T-LW5JX50CL^956;*;RAC MM$YCM"$I%OA[GGX[KHI7D:)Y<(>-%"^(WGKQTZH36UP<2TJ;=^U$.62>%UX- MR$ZC+1U.ZW2#H:#&,Z$R(:F@O>`X%?NI&Q/]Y)?G>QA(:KX!7:92,]#:*WR. M%2U#*]*KQF>1P#62"RN&9UI#8VHVZTS%OL55K-S^6P[.B"\K1GOV$L"^_:0! M#NAG\_T^H9G>KF% M="?P@(H5L5TBYBBNEDB1Z7#^LA/'W*0YKRV0*.O945J8[>0W(R7NF#*4VK&ML.VO8,:[[0H5H0F82L:H(&T MPQL\YMNR3,LS]X;55$$1S4-^!2>;=/0S/P!ICNP(LFD:SEO*`D]'KO88Y9'+ M`$_M[H@_K//WBMLRC&(TO\7'"MHJNJP+=]0F!ZH(+J!5#:-F!T#>,09>_2Y' MC1Q":ET-=JM-7@1B4X)=^89DIK?OEE^Y.L_TZY*6^E/#&C%Z`?++]I MHTIV1!WD>1=]+-18F3/1TM))9)'[$IF!R@?AY08\S8&?R`WP.O:_%<"EC/9P MM*_5IZ>[I_MO]X].A][Q@;>W._RC=_#F^.>A]^3]\+7W^&GYO.1`SB?(KDKG M38Q8!]_,XNP?O.=?^5_ MCWC:XQE,,+T:V?2$>5^Q(_1KVRR_,*N@U/VY<]QF,K\H?+#3W[TP^BID@5Q M,CN@='?Q.5NJPMF-_;@B<]#)O';%O4L_ND!S%_:*V4M9`C)&],61LURC_/R1&][QB%/J`J-: M*@^O=/PE;@REOV8)-YZ8=C:>Q'GX&AT1YMR6\ MLUZ_)BDZ2>)1$*!?701O$D<7:YB[?V69%=/[M.N0:9WR>N]P%V$C+G.&#FU%$T,02GRR( MQXL>10?IXH>.0`VNX[8<5@4*-@94MGU&/!2*`(:.8=)=010K.+@]<8Y^LJ_: MW,=&[6WWXK)FQED^$PDH+#M^8[C+Z25^&C$]QS?.:]A+-.*&[<,V.%/@S3ME M-#;>Y)JHO/WA^[=O=]_]F=9H>/CCT>'!X=[NT:FWN[=W_/[H]/#H1^_D^,WA MWN'^L/SFKJHP'O!)/`E'4'/>A]TS*$G8INK'XL.+"&,&,:MTYM6^>1I\GGD_ M3.+1Q\J[1\>G^][`^^WO_]-;'=TC'^VY(C'':D1A<$28<82PJ)D\Y;^6-_Q# M&+_&M\'1ZQ6,L9%)#Z'C:-U[PHS8;W__7W3KT>_[V]__]U-IAH7(Q,DTAKT& M`VH"E4]._.N4S,[_'L[XH2K\XRTD)4CCF4^APJ=F-]>]??FT.2"P/##AL3N1?R9?IAQ]O)BB86#052ZA7Z@R5BLC;M3/W MA`0G$]ZE`QI!<@'[,A:4@PP!])?JQT@'M3@@=7"!+4IJW+2LL;;X&H.0P:,! M)$#)P%9A>8@;2(FL8FR[A[F':]BKROIB.D<'6P9W MSX&+E+]`G>.S]Y_(DNZBAMJ"9Z*=SI9^:+2&B'T*)G!_8)EP.RSZ%"9Q1#/O M`Q/@>0YD;U)\P5;JUUQE!!S--]&Y7[@6TSB%_L8Z8<0/TK-;VSN?S$.8#VF. M1BLU/QLAIB2=)Q=D'VAN6)@QF%+Y$#!F:\8+PZF/0+HBKOXDC>$V?<3SL$8Q M=XE5^:]SCTE!P$/Q!RW8R8TWF@2^Z%[!0@[Y/)S`@(GS!_6/_S"OZ>;2=?") M9QOFV,?HLIEZ*:#0]J#_Y.-3`8\;#ASAE,17\NC!ZUW1N//999R$?Y./U61L M"N5TY2!, MCF+G=&Q<27`C!(K?%1LEL+V<2TDQH`"BBX)"6U@*)0;ZL,-_=E,YHR'@L\EN MA(\]RYV`F/=[`F\+;9Q06\^*_$0:R=9Q1E.<^^?P"N<(<7O\LC?H/^.U'6I" M=<#9*0G<4^I"\.SCS5Y_>UL>$?+G70S3B0]%!8LB0WM M"3L^QGH[>DT(:XKKD+E%ZX`CVOUM=HD'IYGB.F,ZFJ?B;I"C=_&Q\9L4),+" M!^I2X2BQ\ACN/]0>GWDGU)5'YZO)M^D4]/G^$<0#\O\I>/0*$F^^YF[.)\?= ML=&P4M$8$X]2,_CH"8S=P>[P![%TQOO8';Z78UZCYE##B67Y/R?X/^'&J^_2 MOS&X^O[1H/\(_X(*10P()KL"0@/^)3F`2.HCI^$59.L(]PO>Q0@3^>NY?Q6" M/10"_[`A@&>OWC'-"#D65@#!Q?N`'6&.=`]F$_R;F"#"0>A^D*DGLAP^?6;Z M`3X"[VO(\C00+\,S*7GOC(9\R(IC)\OSY<]W[.4G'AV61?)C3H^*&A2*A3Z!@H0ER>^_47-?7X;P7+B: MT/5&@GIY.H;)TC]R@#_@!I_5IS/>1@SS4$%&B92=."B!HX&##0@T$\)K'CP\ ML!POYL%N)M:,,/528R:8!H(Y\C&J&?DAT9( M)]&!483`0]%8C3',KY<[D%P4U.<%-9AF9HS``QH2XL)>%B?ZY\0W]S:WQ73` MYU3;I8R#1_#Q._LRY5SD2(Z@"!H^M%[0F^+BYTBS.B!5%$O+P%4X@T"N>S_# M)-))A6''V4#'!"8'!!1Y8"&H-^(AXU7+I."E&T_\#>AVNEXU%%7)D![,2P]?`B9.,)?@@6]2!8,21L*I-T=FR2H70`Y$G&1%E\%%1Q01SYRJM5F\ MQM@,\@")@L,V$$U!":*)D[80K9Z'*FUQW'5'VLB@!#J%PR MB--,394%A5"55-[(0M-ONY6$P_D@M2334B?;U(%&?1BY[V&^[#4HGWC&'(W- M/!D(*1ZQLGV*$]O3L,&*-621:_E\`?_M[I%[(/G+*@HG.L:C!7?6.&00M3L4 MXLV'%6*3LX!;H)PD^14IOI!F]L]P.+ZL3*L_0^6/\63,,\UR/0PI!"/0Z#$^ MG$,&>8B2^#85@RRG>B$W\L5`V@&6DK#/33,LRY6XYV0"IBXR7PIL`?N"0"-( M1/`8ZB#,OD`\J[^(5*2X"J\.$5"!'P)Q\4>7(=@4_":F3;D+@I^&D&+C6AA; M5B>!8G3>3T7F%UI4:PH[BM!2N[N=V<]ZX;HWPUDC6[-76`W>7!A+L0J$?==0RI$(-[6=E_"UHI:N,&_(#S)R MAL;,U"LPP(_0JL2P?*9\0Y4-PS"I&JJ7>BW6TQ!47J59Y:8`7?0VE"Z#M"PQ M(!5E(16BYRS+B061M47E!,2&K08#8/O",I83:X``@%1]^=RB'9-72WCAAH%A MODEX7L1+J:&R<03YHA)S\=<3A/DS; M6UJ^1^H,E$'TB\]`Z!G#_.,+:28TY#931%U\ET+*=OB#1690YS:,1 M%?`)TV/TOQ:]HS(D48'AV%I"D=QDA#IT3&94$2+K1!`^#\5(R][E(!A9$9WM M!284YU5C'"2HS\'3I@K(0#T3R`I+G.!5;"L[W5,92+6GQ5102U/X\T+./G>% MAU+J-$.LP)G0'%A.7&UNTH3YHI*T*HISB^(H^(QH#R;`@E4U9Y,"II*KN1V% M+5ADC\L!0;E3I7(9X(\D:':P6(-_O:!%,#5CS]<**)/GA<4$-4=S3=DTP8"% M'&;M%J$I'@8U@$I9/2CQS^A-9"^9I*T=4J;I M;;ATV6%FTDZ!:`B/=ND*S1!-5_?E_&1<1*)@.%WPAH/!G"]\#_?93!:NX3O@ MJ]6]340[).#CY[WG+[>L!M%Y&?P[KD]ZN&$WNV1FG"0IY(GD51PJ8`E`Q(WB MORG2%A])1,C1\UZ1O-,(=JMRUN\@6C[G^Q`E)SM;/N["K,*`K*$2"(QIN$(DQ>82^'BGL M(7A`>(_X`4+C`^\$&2^=.PD^0]X:7@KJ9LC7HC^$!?AXI`*@S@OFH5$7F19- M<)'UXB570+8R&LE6DO`P4G-G&K2A*4)5(XD0(ZYVZ/3-S>*$P MXBAXLZ<&_[_P?-8%!.4*7Q[..W=B&H%0^B(#`2:#2=NJ`�`=I)B(\"*V_8 M?6?,!^=*"H7VR,Q>T*8EA4[LCJC"%P,W(E]K`C#'(\/.B'AN59AZ0H(5GQ@* M1_,)/'<#>MU[SYFG+OG5QA>/4?G3M%NH.XYM``\H7$#Z!!N!W4M^"VW<<`J- M%R*QA/5L2WP('&=T_#00QV:`(O^&G<5GD_`B8:`#'-*ZY(&"Z#42+UFAL MV]9?"71@C$S'O\J:>MKTI6;"6UE70:YO:%9-MX!1PLPPG_EHVV2:#7U:HM6@ M"`OZ3CF?71MD?(B!*&NV<9D&1F:X;8P"CR:>7UQFL@J:@.^83],@`5T%.$'1 M220<4R,0_;I!.-7.0K@7?B M:XE!Y?PTEH4*RS+QYHVZ:*AR0KRG%*$'3YH<(`I$*C\$+`2E`[S52>5U%;8O MFCY4^:.UCWB)BA5J%?/NUL*H9_Z+#7PP5B'S3F8MR(0],TH?U/4Y3@*5VOP M9)V?<1K@X1R??"7(Y0@E2_G<4I[M8B.2B%P);W,8I\;8-LL=9$M*\(#_@->3[H(]'$_P[;]<"2@W'^V>(5H78-`#8 M`MMP8*5UKK.T0-82?>O77W[[^__X]9?*!.(WO*?!`C]#9)@^;8\MG]E;/YJS M"=5$_#&"T6H0=9HK:!%IO6MC:T,'V/)HK$R9PTI93QQR>)_D[;K2B"@Y35;`%12V M5M,4H8:!WN2_P/C02X&I@'NFE_U@19`0VWXUPV1;H\'^$#`]HL7/#K>PJ@Q)]!`@2@PFF4>?7;.KGLR=6U;U6LCFPOA8A@!$?]IS M+J^'?_/6J>%\O"F"P=?5M^"5A^0&','6"U:3"!UB(15U;H0U">$L4W$G\Q`K M<9!!OKR5P\6?K*(.%.F!N,,T]/F?316<=%V722GJT&1NA@H!8D\\J!97F"N" M`Y>FO&4!:%*7(2&K!#?>B'6P7!S.J$Y\J:U4.,GE%I432;WP\$D$VTG@=!M@ M(0!DK"*5!OC6]F'UO\5IRXY:75EFI,0'P74`YP7V26B+?SE]"81-Y@'@>-S( MKI_3(13?.WNOA*,$.!!:Q!-0"M`?N``5?M3:+7(45#!9#%+TX2Y&YA7[$ MV4&3!Y_1!VX3`:"__UDX,,^XHOYJZU2S8'09(:D_@>G'G/',M&<$+*H&9D1R MM<&X<2%9*O(-O]$%,6>Z05$ M!@3\A%[\.%JCBR39`9)P[Q17H*99M_!1O,Z_;;P?LO]V`WJ__V)`3X^-I>A@ M9DJ`12@1`6HBJ>7A('*(<[6T9M\?L9BA=B?E5I M8"E&L&3\_^#'MZ6RRO/1"W#0)Y#CE%?$*55I$'Q$\HCN!V,$B+YDNV@@H&7H MML);`1G3$($'P`V:X_X(%%^Y/%RH%T+%X,11&`<' M2$H`>0=I-5"]Y$^8?3"XF$XR69OS`P(?:HSWX.7M%+E""G_*ZVI`'O2(,7'U>\KK&5O*JB-Z?H#<(EDWM=42]*0@V M!")Y*&_O/HJ6IH[$35!<2Y$\B:-LV<=F%YXAJHZ8A/F'IJNO\/!8=@;""AP: M'GU:3+#$9+"Z*E`P2^I-BP6(8"'0[LRZ)-)N3&#R\H2Y>*(PQ'.%=2E+KS^& M%W&.2Q!S%![SA2,LIPJ7XA^?R;=UO`P'TL3H"=G!E#98V<6HC5Q!8.5=NX*J M!:@5*'O".%%N!%[\ETV:@U=I#FC1&#(A3IBS/0%-.<(C^+EX)F&`.`Y^#=B\ MQ+O:'`*R:/8Y&9,?Z4SA_L*(J1G\4X_4`&7O@DZC`,,QNS'F969VK.L-4(H8 ML!5]:'-&#HI9P")A!+94\98E:XA]F4FO0EKD\-`'+T+F=67M[2CC.P% M9.'+I)=(GM!-!]=.?<3;R!1HI(HV*LNP&4;(N.`Y6M:IA':PLJCY(FEA" M76`?;@B[IE+%_X#6R34O8*($SVJRW9IY`:L*ZA47;9B;^7VJEE(H#[E4FSM' M=A3TH$3]KUA M]O$7+QO\D=])MU?J*QC>(U&8HT/K0=*,6@6C^Z29]K;0?B'U-),"#FR#)F&` MZ)>DTD/2`;-%Y_GP`@WR(,JB06!76,7(5#9,G4P)IB),F0-[$CX%NZ'OA-4; M2#^=7?$:(G@)M/-T$+(,`#PZ,XO%9.$9^N_@=M7+YR^^*+UE=.7#$ET)G8G% M$>@%O4PS#07M4M*(M+WLE%,.3]/R?DD^A2GGD4OU;RCH/"01K3UQ_8F1,V\& MG"T]BFQE?=Q?QR>AOP2M@%TV(OJ!J+/@IC0MAMMH M7X)/+/=08$>,=$+#N0SP13BP3#>TDE%S/!`SO@+YE(6LHRA7&L7ZTK1DV%$% M:N4@^Y,Y:'&\"\]6](Z^B%BQLJL'<&HJ:]Z/V[)`K"NKW^..<\>RLNK][)G< M@P3\*8.\"]RY1UL(@EL[]`X.!8HZS.T\WC:?(GX"AP-Y`6?HR>;F^N8?./P:;F[W!RYTOH@?("13[AZ6WAAYV[7\_40W(?2E]^:^N0 MV72,RD$K*+K&.(1BR$9+J M0.8M/M*/("`EO+5-6+?CENCV43DQ2HQ@DL4^:I`&5 M$G1VP`47ATB,.0_-7`"FL<\+M3#>J*H6>I-PTKQP*7?!S;0$PPA2V$4!/D+ M6HFD%IKE7\SHIQS=$F.2),II^"]T/.F@5%;YLF+L`4CK#?IK/YD6BPPVCIE5 MY;=R=V[SN9;J-)I',1Z%XU*L(X3+9BV@7"KC%+)BID,Z%JJ+1,%A91,OS(@) MM!S;!>RK6@#-FL4L?7&.O'C*-J-J.;(X\/GWN=3H\`/UT?;U^UQJ=#N3PWZ? M2ZT]@G;S3>[F]4YQY++;I\5;OY99. M.H8-+0XFIC'@J!/:"4Q$WMIZ7@=@T'N!_@,S31G*-:M^"C``E5YF9+A-BP)5 MJ<65OL((#7.XSPI%FD]91EL&=#R6!5NQ>4,L*TP-_DJO`C7TT4=!WU1B8`N^ M"G^KHC:SL5C<'LJ:[FVW__^&B3%?6I^?S^B0];^:QF@TRLE'6&P'N?A">;-^ MC5_W%8P'D]%DU:E9#Y6%H:_V^X`LN&/L$F#+.%2.[;/G9";T#**U2UQ5/&/O MP?X^(`N*%]YB0>#D&HV(V^\#LFQHYUP)@O/]^X"LC=DKC,+'_^;QOCO-A#?< MS"T6G?$#2R>W2Y#I*<6R MZ>--XQR1.1X/S"Y9Q4OUL!"F0>CW/#Q0PT@$Q6YN_H>8 MJW?5&2$U5-;!$F#[#,_?9X#@+#CQ8DI_M-`@Y*3/-)QW,Q]((/P'G@'R$3[[ M[\,_V/5)V?Y]^(?3R<_/,$E#/FCCAD-+AW]X9*I5QWZDB\^L#@F=,VB2=9S6`5SX<@)\++I9Z38:ZRC>V59%\,B_)][_@[08]]0L\OLU;/*'N<](-^G?WS5LUY6F=+P:8EH$,UUN-?,D2W8-LV27:5>P MI3J'Z>^'V>I3._8V`O$R7\:MK3FHLC9$NS./HU,6U19@((*23"D6\3;F+6`\8^YAW20V0\ MH>^6?$P.954S4OAU9S[P`E3Y`ENP?`]=5O+B,ON1N7(9"VX)@Z MI'2$$5PH'D9:`7/3EF[82$JLVA>+C8!2FSN<8J@@5-1R/!0'2Q59&Q-=DU&8 M2E))X9N_V(%S"G5K<]L!RQ`1;,X2VCF+;GI=/[NWS?F[#"%XG:@0+GB(M3"M M"UR2#;S3^>!<)),G)+5D$&!5I!28!8^7>"R<0,.-\K^KY`6FV7Z?N!WI65-, M7L(6-K%S'!G:`VI9$C/>VM--ZM&:4>A&%(1#"B>',#.2!!VN`\OH!2)[Y*=C M_Z_H-6"*'S53F8@E/^!6\9_Y^3C]R1;5>_2QY?<_#_>]MS^=RKAFF(C!BSYH M?2/X\G>#6K%8`IY"5EZ[H9U["QEQP'99G[7S>STK]CA)";4PO+35_X.E?OVS MC@6K'(]=48:RR^7Q3.5DV"#)`CYS9,0$\ZYQF;TZQ;[SDZR[!IE-HQ82F=D% MV`"OAN-8E+00.X>=%FQHSAF*$_GZ`F%5=F4OR\BL17UNF*DJT8L&A4Q!($PH M@,Q.Q8(R?S#M:+D^,1S'Y*;9GVC@J7:ER%J\9XV"DVY3>P]T/!N;473B-]%Q MB$?QMDQ']6X[.6@MP&XOB]Q6$D=K!U4E@[ZX;\S*%^K';*U!YP3:$U+>P M`8R>P1`DN:><#Q&4\Z@@.@XP*8(EL?RC60:?07];V5^F"J)G@=3`Q!$=]\+Y M`NWV9XR(;G(`BR4RA0WS=>:4>(E:6Q04="6K]/_8.[NEN)(KW[]*A8,.HPB@ MJ0^JX-A6!))0-V,UZ`!VGPG'7!10DLJ-@"B*5LM7\P[3E^>BG^`\1#_*/,GY M_=?*S)U[YZX"U%+;8VMB;'=3>^?.7+F^/T_J<#0OF\&#;0NH5D.I7:N;7>U" M[/Z;^Z1'N+[8W:%%K]B1301DJ8@4V97QJ)#"6(0E=%"D2>*+#YUDKXT6KO423O^N?L0$` MES)8Q"!A*?EH[G1$;RL26D@(]VI+Y`/D6J_U95+4G)2;3$G"67@2)J<%>>23 MX0`]=*!?0[,2H5&[B$]]A>PBK)VC.>-XUTYY7A_54>SJ=*+'`[,$A@'Y_0\M MN@+-0[..9&F0L1FGIMS0TI9D0R^ ML;IP=!$$,M]5.P%68GJI M;'RS`'C`K`0[C#"!_Z@!4\A7*^Y'+^JQXH(C[1^@(^Q3G6WD_%([_Q M`?#/:X]AJ;=GHEC'T')=U%NUX#E7^^(P)U":!8=UI@6GK<\I\J6UAW(QQ3$K M0*"N$@KAJ-DF*G"IL8A])W79A86=(CV\QXP^0",Q:\WA.8JZ`C*5'$?`#>M\ MZDH3N\UZU:86I]8]'J0.+=`"6WQZ-;N^<@%DJES6;D0?M*2]FGK'>V%&N5#2 M/IMGE"A&Z^I?'&!D=QOWQZZKEN=SSC:(](HYM7<`S4@%"!2#>J,5+ MX'H9L_>3AH:SVC:&Y6H8KRTY'QN0\3*\(5AP.*>N1?X[A(0*X'L^F M_!<7ZB=J!X"G=+BNA<(6U3J\?==:!?J]L`'NMB%Z+W+[L=TZ)WRG5,_+U^M4 M8@?Z`+C7O&7+I]VY_C" M`/K86KJ?\$4I7I6!%:P'Z72&3./WD60;!X!W*I5+O1\[-$%.;-;QT1:$7;89 M^PB?[W1M2!?.$:BE0`$CB1K`M)]L=?UK\1:?Y&3A&L7?]0D=AD-G&PX?S5;3 MZ4@IUN,W2;_478;&UY596)GS-I[JIM/=8"#K]<4MDI]OQVNW_)7;2YJL:P)V M0*=6!2R91(;UF=6`$)Y$)H,`&^.N8+NM3H[<=;)`,7*\ M'5MT5"NWN3_LJ\`=O@=;L$;6\7LR>C8Z7_NT7=:J<6!$(Y+VS?34M%_SIH1M M"@_&T8]!QTG>!(Q/-KQBL*KHP#48)AJGR%*W.A:(S M"4/E.SB$/DP[*_H9GH+,7ENQ2%2(2O<`Q,'V-CQ/5?>#A%X@LWET`?5\@>LXRN@1_)! M\1%&G]\RYT4<7Q-XZ#FYZD%,'@U")*SEM0M)PZ/\O`KT_?S_.KNWS+(WR^XV1X"\BYC$O[[\P:J$D(P=-K-NU<$7IA"$`%,:=B ML"9*K?-.;V/+R:U!0NY\G\SAX)75_Q4MZHV-AB\$.@^O_AU][L=$D6F,!\XJ M5<9A%:\TW9Z/%Z/)E'BC"'S2&:SM[/37MKN#S+H2PI]ESEH]/9;[T8^.S+*Z M;.0@A&$<,/;0MX`<$I4BD'H%A>HU3(>-5V$4:%Z\A$WOO&6)O@T&._W.KUZZ?7221+Y$[@VC%VU-_0'?=QA`9V M+1U_XSII(SJ<6(`I2&ER32`KF5?>;1V#6_BGQG"G$`U2GP^\'?_56W.&QUUD MPJSR5ERYM`;<4\H"Z=7;^N_[()@,[2M_WC(>YVO?`ZA&*L\CQ05L=0)NG+G MR07V4;'8P>')7J=GB6$/V?M)=K'O`"!$@3U#Z]D9?=J]"^%FCUQ\>*\Q8%B6 MK"NXR^[M:YHLPXP"BO1H.+##Q*W1<)CQI1I/,JW$I*(Q,F1/Z!(.>PH.'R'7 M2G=C.&*D+Y+.$9.LDO#YRF)U%<<6(WL0.\1T3@4MA=;!QX%O)C!2#8S/J=K+]:PM@)=W$QFFK8;([85$GPH(,,`E0(C`6MW MATJ.T=JPN_/K`91[9VC)%)7E$X.V':S,<0&IX*^PYBK+2O>@>(6++O9'"$FW M;+>"&[WE.HY/#I_^\>O#%\_VCHY_VWFV]WS_Z?[)&J3,GR%EH^/.[L&SSK>[ M1T>[!R<%41]+T`55X;>=/1ICT1OT0/;N8H)>_$Y%Q7<3<=^(.#\`6/DA1\A1 M4CJI[`$_A\@)D0<^$ZU'2W,U#.G"5)ED14C25`_J#M3Z5O$P1"CDYOXG=P1; M:`,G^\75^XDZ(9\3,SVC+Z;?&,)(&CQ2MFE:FCF+]0"I8YR+B*L(@;;FEGH4 M7%*>84,2W.8=RW<@45#W*HOY/[E"1]!!GL4-T;,?94K8D_O"S82YS^N`"J7^ M-5:K21R`HKI;@*F`CR;GN?\]>87_Z&DTY8;6+D<`,]]:4CO0&!JAZK:LCFC\ M?_S$AGHX(P_2E0YMM_"BI]P5*V%:/'%\H\KF.)/E@]7@"1HO&R$.Y_-)@8S+ M?!M46P.:M.D/3JI`MJ0(Z!+7DWNUO&G6/T-Z1(YY>70DP4(D>_DY7:#T6]TW M0P#V/&?8P*YQU:8^)O875?:@;F6QJ(3N8':RY@;H&EMK?6:O!N-";(=E*HIJ M-RW$P^+X@D*3EA1:&J"*C%CMO:LM\VF/7)J%H##FYXP%4TCW8L!';(6+E3HN MPQ$6WNWWVA)DC/?C\5$@$2ER#BO$Z9--'9%\1H1)3M:O.R2<<1>?/KMA,/H$ MV0T[`2``1R=KS6X0>J=0NIXZRC,SCC0,CB0^9?T%8]8TC;%F7GN3Q@15X*2) M?C:FX9SF%/8$0!V$Q`V3J?]6[^]N-D86\K]4DF7^LNT[SO1XU5G=?<0$8`R< M"VX2L\F2-\J%.ZLH2=W>/1[T;))`;"$=A1-F\?(JP80*)AICH_2L/GED`'TU M?446_@GSP:2P/,,W77FE*^8C+N\Z8W`VJH%&BO?4P(W][!UIP&F<'1(/>/Y\ M!^"M7(;9W[--OKJ=`2FY/34DK)4+18ENRE[0*2T]!PJ2__8CN-9K^8.??>N= MMNC;9]^Z9T]\9-]Z$-FPFUS?-&/I(WO9YX]WJT"^C#'[]+K/T+KV&&'31CG) M1+O9HN<8CA"T57[0(>^___-'TU9(*3>?C]O`YFP6'TE_3C/LNMM2S&O%$RQC M%F'8231'Y1>O%K#QC?`W[-,X$KT:_OF*(6G"?,_S54L=D0VRAC5Z5RC MK(,):.[=.&FI*V_8YM!XY*WEF7/&\$;NF\27VWAEHWY\KU_5=],RN;7K=K7L M<O0`$OEW85>G#('-<"UJ>K=G7#(,.3!J=X=$UUDPN`0TW/)#7# M8*4P62;ZO90(8D-OW&*,PA0]S/7D)Q?CL^_6C\]P4?$77])0U\G'%W7PI),) MIM-+QL5:$('9;18+0?%3,D/,D,3E$SK$R%\4CV^72DB9*(\F.FER MCGM^7#H#>1II=0)JUO'VU'/>@_C5^=G56X^(Q*^1_7=UP3G(R"/8[4II`,!O M&V$N]P@EO$T=L.1)\46KC!X'DL`'09@:@5/*;M?';B$&-2;5]38`PNPYE M/!D_=(3+]Z/G:PC(Y:*`GEF7/+_!);MIT`8IV]"BS(UL6:[U5*")Y\.%Z+B+ M>^?J`C_E]!+E3B_=XKI,LR83E$,*5(P;50WN6/BOM^>OI;F;H1RS",*#N7!ESJT^(C\*$Y;$JBD)^:UM]>W3!\]L\F]0ENB9IR4JV^>4:]J MCU0J`5BY>&O+!+X2';"&K0HUI_6R77DPSB9(6"Q&HT7Y'D%+3JPA=5RC52`I ML;%BK=J>'SRG>NTS(H,FT+ZJ*"H\#!)9PT&'[/=*A,H``-D$]VE"7=U38&=IZ03")^%/S: M`A(?.;6FA7HFPL0UFC&^7LE8OASY=H2_A>+U!D%^BV63%D)74&"8F*3-0PM< M/;_ES$NN/R>.:W<$5,!Q_9T375_!\OCW:A)PY*+BS@D5+PCD7UBF4;FKH$$` M,O0':5R5XL6GI/\DT5.CR733SH0;>ZN^"#L):;IP%YNX,'9U\<*,>"_AT%UK M@*3FT1)NG['[@D:_55@`9`\$4VU85!%U12ZNJHXDNZ*NF9HF'<*+]<.Y+S9,I,`(0'$N"JBMD@D;U@A)%ES#@66ZAV4].5 ME+^@M`&D>+P@$.ZI41O2\H+4WZ5J4D/S8A,!7)F^>@]T^]3*E:BHBFYPXCR, M9NK+,CU+X$^'^`=0NFK[^1?0P"SBZ4A\_J5=7ITV'JB3->WI0B>P),#4&2TX MY(*8!HV<%,V>UDT@YBWW7VI9-ZS-D%$K MC:FED#L+^Q742#&9?R+E,4>;AWJ.K-B#$F>*/?U4^0;3:0[ MR=AL4@-<,+F)V^(*:%LWFL*D,MW#B'5/C&6`Y]A4Y?^19]5F8I'.UFJ:K2W6 M,Z67%*)]/QND;7F:8#RT4,N7M&J>[V7WF8`/@7(RXL4!B+B'`-SV%WH3&]JC MO&EF-_X-A7+0T*%,%0/R"81?5H3%0F?3:_2D:E#B2C^4[^=+6N"XMQ;'1IEG MSL*#R.;*8#`X&G,*^[$HDMFMZ!8K&Z1LHNNZ7\_TM)3_G7!#LCL%#GU@7&W' M4I);MB&A=E9E<5F^57UK&%JM>>L;Z-AI4ZZ_U[0*M%D73=H+'9'DW[BNM@YR;L`*("3X5!>%I0H$6=_!T]W7.@[KB+VKET"T63 MA_O".T."940A,'FZJ*;ZTWSJ M"FD!NL/8.9Y8NW(G^_G3.IY\3M+FA0L!2C'V'0\1$V(C8H5O%>1$[G)*K010 MW0I0H#<%G'78Z5@U]$D$'MQL$$?@+.!M-,AR1M"VO^:%+2#OS>W:YC(Q5+O& M_MK6J+LVZ"W,B>18"[Z0WVUQ*_N7,>FUR,4/S'LY(2V#-!`B+JS,VER)1SQ9 M48CX<)"2OZNA0OANG[+X?C]O+)-#=-EW_8:S2Q5`.A<--@M.]PQ?50ITOAC M?A=E(U1S``>-]1!446FGXI@A"Q/B"UU56*1+Z_/MO`!B&4P"KN-GR03(H4JB MW;>P*P_1ON".5D!(VT-\"T8?]P)46`4RL[M]N M^8P1.>?[A]`:NNKL;MW="[W!VLG;3Q^J-V0T;)SX#EG5KC#XO>-.H9]6*`G]>ML]>JD&F-"*S%_DRF; MJ2)O7W7M.\2W>:>:/^V88K:;.>#K+<5"/N.)=^O&XM-KUJ,-W[`*YZ0,;&_ M0/S!K]XUV4N\Q'-5)"Y:`V&?TJ"\%B=;ALX(LA'83:RSS(^2CJJXNMSRB`0@ M7MDO-OO'2K\FYP:(%=B0D)@F.YQ9T`H7[YO5'R3^8LE\32OI;@KYU[:AZP5\ M:AZJ*K1,A$E$CG0H(3GSK9&NHU1@%*).!MT@?N\%EA92.B2V%&O[\@,V*J9B M7EF@GE0J"S[^/ZJY16_:VE[K]G/=*=<-ENU/##'U`5P$P"0]`%4R#VDE:8GC M42-NE'.D14-U2C)K*U<'936SR:FW,`N2(!H&']17TVI<="^-LA9X2=6R`=*O M*-X3AQ9:CYL;Y':V02\=;A'$",.ZJ2PA\.=)"XQ!*-I81 MV&YNMU#D?_;F.[-=:L<$JH&;W]#K*.3[.A*=SJ;GY/9<7)G]'#+%82&I-C'P M$F"DM(%3*1/6T8)G:E`HP)1<'GU+D.N"!^*UC8N."31XE(NZ`^Y-;[QLU.[( MN]?HT^"GK=:21]!O-8P$C&Y.^%=8U3/#8A1PP9?LI,3BQQU*X!0#5M+0F$F, M`J?V)J:A%6OW*(-3V6[3:R7+P-,:K4MK22F=48_RV466/IY"CA+X&!#J#G-= MNPF9X@Y@1#GC:8&_.QH66A6&=!&5`\8YXN!CLOIYT_(B_S+_$EIXID8D6[^W MY19HD'?ANL.:WT_A9\"SY'7ANF:3MZ27@;SQ_L*FVHX<[>]VC.N-=M;ZB^N5 MVTX6*Q`?#>-M#?C%72+6"O4#7`X67HU4%-V[\&VLN;L]-?B'B_ M#._O=0?M/#J.[VY7RY;QZ.[0;#E--'X)<:@%U5KGQ8NGUHP/0W09[ZVS:TN6 M;@3*ZM$,<(2A-FO;HV&!?\\?IBC6-::@*'8W!NB'H&9O8[3U8$61]^ZK*/+H M+U44-[>VA]JJK/_M?J:R%9`Y,8:M@F=1,MFO5)43YD'T8)2G;HAB;YYBUZI> MZV<1-$Q>XVM__BD,:)V<_Z^F07AL2OJA9Y@T?_PVN-*;?S^X-6\H%WQLS;.: MO^^&;-P]=R1+/%(?W7SJL)X)GJ1YD,6]YO/[:C)SWOSKGO7!+OZ\*H63/@4[ M6\T7'I43+5:WU_J]X=KVL/AF/$&Y_M9P4][OYNJKW=':SB8?[XV:/]UQWG[S M^=7!CKI6;)=_7^L2:ACURS?Z`[,BBC=Z:SVTU>U^M_E+8T\UH=!XMKU'OP:$ M_/Q3I_'LXUWJ".1AK@0,M]H?L.L!%D#=,$1Y\&94L60`=;\J7@]RS>JA@KU< M9`^&9RPL11V^&(^YV60XM"0;NIP6?:$MF6JTO3':B:;@+O4447!:SGZQN6Q+ M^.-UF+8,VZQ\(=+CS?0'#[YBH7GGGJ0&5&[;`+(^F\";T-^2ZM6SG_%-]4?; M:UN`4>ZL:Y*OK8;`&7-46L685WK@?A\_%*"XOI%5#. M!&%J4HH)V;!<*^_+G;FHUS4L++C?D75&8*E(Y\ZI;IKHW,[FOHU9K)'?'9D" M*,1Z06)P2G&A38YFSA*=;9^F4_+$.FLN^W05 M//#IZ-V/#!527SYX;]$=$\/O#]M:.C?QBTM!*!*;/G.;=1FARZ\DI['H&OO5)^5O%1[8C2_@ M>(L8Y;_S;G.?K9JELD?^^S__J[.Q62A/&YM80/8;VDBA&\HK8#_VRI](4EG\ MWN9HZ^>?^/GGGW#_-_?(JNG'0F%DC_''[DZY70RV^#-^OF+ES6[\=33<:?Z* M9Z4MMI@:CIF_VW-ZX-U57&ASN^X&LUH;$,]IZT=/23(D+@;L/A:9D MSI@&=NGI^/Q6?<-_]_`T1;NS<^,IIN`=[SXAFG=-E=``NY3BE:5H)H;S9D+& M4]1BZLJ@>T^#(PU]P)^E>^%\O>44[FIK*B3JWMFN_8I*2M?.< M?OGX]Y]FC-9C[245.JATV?E`_N=B.Y]F*^WPZGPND\YJ.3)E.Y1B>_V!W*E- M-7:,5C5[3^-)T1745>63-C5PL>A_^C)IR"FU,EU,GI]+J,DY_!]30EVFUJ#V MR9S'FV2*1V5Z8K:'-+SDB8IFTK]`"4_&XY&O#RS8L=!BCA3B%U&&X5KU*-Q' M+:*VBSTEIS)5/^)T_CAEU+;TO43:[/7I'W[S_#DYAOS?;Q#!L^>DP4O@_^$W M)_0*N+%I*4=T$;_4KZ_&F"'O_>>N_O"ES7R=/_[45=MVHD]1MYVS3":!8O5- MC*K"W9?4)[6O47;]N7J[J-[V^_I_5&;XX@\JPI:7'J*^Y(; M:UT,?M7Z[5+F?(C&5W,[_0NH?WDA[N<*;@(03B.?0(?]=!7;AD05$IDETP8; M#\Q24;_]_[H[2T7>=)L[1.,?Q@_E",^[^&:QL[ M\OASCY1/>98[-V/L6M],K7:4TZU(SC7**))$9>]!MBDF&U\YX^^O5=*N=Z/C MC2&:F1242$FC`FC_%TM*,W6EZ5FW_CRJ9`^C#"HONP"`M47S.E=T+&@28J[P M@?`"E8AAS"<2WQW5>L],L-DDM8:QAZPJWI[*6^B]U86=8M01N%6`1X$D@C5Q M>N;J,;W>#C0H8AMPYJ&:I:>RG*[Z86H?J.=\:5TZ`832])1&7W&:T"61O17, M)^%&S,J0HJ+EB^A6NH]`@6B/S>O0NVD,+#^FW@:V7X.=QM<`)D\^=6B(1PWW8W?7?UZ^%L5*=K<,6P-[Z6$ MR)BQ6&MW$3%FS6@;CKRT:%1UYD0#83&>KE#/HTDR3`$F)\@8W23-/"1),."; M9(?4[X'6%Z2=97"\-ZDLP)W(LQ)M]`;K[>T;E@+=>D]%R$>P+(!\3$GRS(P' M@AT.5%42J%26__1B@@B(!@\7C_2X,4!=V6C4%+8I$=D%)$CKIJN=AJBSITSM M#*GZZ.LRX9[^@E#ZXU]%[Q=?1;]G"+K@)JJP?TJ4:5Z'6'X">)\K!M)A7,'S]'_0R6!+!:DDH#!@OZ M->`'VX+JKX$`V+-D^(<42P[N;UU`YT4*_$--BTV:O##?EX5(S27U)K,S"LD% MUK5TW&B@G96=YXI=A76]D35X4IN$\`];#&P<]$V/"#C9ED&K%5+I4E[<41&] MVHF4,JQ6T>\XZ5RG44XAZK%M2CA9Y:2U[?0T9/U8PV<_4!7H7X*KGAB-Y?.: MLNW7LGM2OPB1(:7D`[J;U)7S^VH<*6DY94M7Q_A]HU/#`U%:3*[B)Q5*]ZVN MH[NQO?FPNH[!%P^L`N[S_,G=N,$7PX[7UNVB8.5.OERU-3'[Q2VN3N"/[940'UX.!L]1'W"\'(W\6R52/;:,P9]_"CFXSK_X0?__ MDO\Z)15"BM[N!6,:)*_^\)N;6[0RC:2_GBM1HBV?\&,E7ZQV'Z4=U?*_'G]; M*U7[Q][P_+$7T/W\T]6KIH`(I23-/\?ZE)]_:DUX;I1Q)=O&2^DVB[SA.YX? M-C]_Q_,/+'4KL[+O6+_(;%[^?+=(LK[C^:(L;O?\K[*P=62'5NPG1W7C4P""6/\#Y4UB&-,H9;>$U^E3*Y3:8JFF)8 M-N5OJY.C["=$&&!-.*BEGO9IC$8KO6UZ'R8;S*Q7_?C+J^=0D207;)?\0\^] M/'1'DGMOY&ZJE6T\;WW:%'!32POCND-*NC=1^G[MPCAAT:7&I/=ZOT+96X,# M=/L-5C]_'(O7FFB9:MB:/[25M)FPJ.)`>5`!S^62"K7*J6#F:]HNA6K]0CWX MD_54$`#E>4[-!X)!:*'4JE^:F4)5>@/(HQ!"N.IL0(+!; MR<_I6EXY!CNK?6ICNJ+;+BWG9NM="FT&6[0IL3EGC!EEHL,U@YF,.\0"*O+D MJX!,"E?F:.IF_CF=[&RBE_B')L7HRFB/0G$K#[]WJ?P9RMW-)!#5\[UF#MEDQK50 M('M)-%5E.6TGT+(H;L"2T2Y^'0&WWUD6@+72MUXZZE"&SD="GXLDAW-V$\,1 M?+AL0G18+P:Z^\H%"FO_W_9!AV56OU=0(CNJX2[_[L1M7G$[+W%A!2>O&/LS M`3;>XL1JX1R?A+-HDC82:*Z*PQWZ/`\W1P5/XFP53W$)O_!\JU,"KHI)J[96 M9UR"$#CS4[-#3Y'6"P\\=;5O0QZ^O/C40B!OW%0=&S0FZKBSDSJ?2$%8G>;' ML'E55[`.%0`#M%H1:74SV<8K!J,3Y4RR=FE6P(FK.>Z`M8F[$M:P_\0^B')> M18A25=A)[[1WM-'6=O/*,=Z>N;SDO$V;%$=N: M"7DV_X_[/'PB#>\)"L%WQ>,'AR=['7G=?^PLWT0;GERCUJJ!J[,/CXF8OS3H M-VKX=68:O#@EN;B8V:\%5\[H+&Q;7+\_9@I+9HKR6'*@\2\!1A-1GU MX=%;@Y9?NO1(WNH7^+I*TW)Z:NP,"J.27WIXZS:'A3GX;'+)'`QD1LLQHAZ= M1IE%;N:7=%4UN0ET8">L[Q=WQ?SQGD]3A+W$*VP8@)G:XJ]G7HZ'NV3@<6\G M?_B-U;9\8"E,JS=F_A@,KQ]O_OA%&S*J:4H=:9NOK2IJU/;'HD^/GBS:X01? MT#_MZZ?J>I9XDFMHENW MK9(>4^D8].?Y:"9N]86,S'2/EL#-^!#6F0;@"6CD;R^'3=7D)W MVBCZ`:ET/["47'XU[_8Y[4N:?UO=1PFVJME'E(47O^ZL#:B'[6^6+&#$-(8> MZ3@E"^CA8-GAY[(!P')J;GX\PP)'YOH#;60MS?)_*%TOATU>L>R(4/;J$I46 MOD7^V"V)O+NQ5?Q1@O$C4&J.@)5GJ?E76BY%BD4NT-M4)$T.P4A-N39;'4W_ MHTFVCKKSQ_L'3P^_V>N<[/Z?O>/BMTN$W`2+\X?.,V87P2/(`ERB*4'!;<_? MI2RI%\>/G64;$494&;'R/V"'Z%/S\0^4SF"]TP=5'?[I/84Z_Q87R=S=%/[[ M[4RS>S$$F05L&HA[0NM+LI:MA&-`LVB56X*O1FF/V`MAZ"N&M#KM;>#2#;_5 M-B)4RNKTHZ,DO%Q\8#R?SZ:GZ&E2BOA(',BKC^=C2X,C2SXA=#KD.:<[PWPU MN>6GM;,G+Q1UOQ/`H5/&Q&"-D=6_(P.LB4:40P*A355O/Q12KWTI3LIX<"%$ M;*,]N41[%K184#UN?;"O_PEK^_I:*=^XSL8_!"70;C`HMN9LEF(8C6')'8Z* M0:M^"#ED!&3E2\:53QWFJ$9\'-1@O[+RVNPRWL1_1+%K=6L97H6M:#"=!N<: M=!/`#12+U]:Y.HU4[)'T"=D$`%!";)8R`.*Y-.0+0MKP;A MJ0.D>7\BKE1(!Q@SX-M&LGVS-DM-R^ZHOD3%D'CCYT50I'VITY?&TL M2A.HJP>'+VX>N:.($67D*^^!FE:6L1=*C3 MO]IP6;X(;AO.BJ[WJ@OO)K@%]4FKBY?KP,+4O3'/ZRC MJS'4WL>QMS@O/`EH^E83E]U-%<:D:L7F/12W2U@I5SP;_84MCU..D]2%;Z4[ MI#XE]MSBXKPQN0$!P+AG,K*Y>)XZK3KNY,X5O^(6@JQL/>&U-$DPAZ`.K;TR MB.N@.3IE<&]MJAVW99NV"L80?3B=X#*71>^?(?2"5_3V4I:S8TE$>'.ZMP%G MM-&]+W"<$NN@D0NI<1T.FWR7@,#9'-$/I41Y4_W>9G^P8+N)`EJ80M59P31\ M0W3!Q5O&9$`F*X)1,6T\!Z=ZL>L*[E\I`UTBY5&[LT.=;4X_JFQ\&JW/56>CV>Q;5/8*R[DFJM MKHK#Q&QDS#:W?`A\BMYD)Q8<+M=OOOQB@JOFSXGW[T;>WWQ.'I.T6J5338K= M/`]LI[JH3*Z%48%UB>1J@ZH,8)`&\A*.=J\F6#+FT5_;&>Z8?UT?,ZPVHA-3 M#43H%%ZZT'7-+0A4]?"7QD1@B7H51`?K"0=OTIHL[TDWENQ6])7P?YM:H@ND7 M94B7.J%B5E@HE"NB(PF1H:5\HD7A\EH`%Q-!W=AQM3AJM_>%Z.N#SHI)%LX%K`U7X"LQ,X`_X..U5(!\E'/E>GL M5K!(XGEYKEYVKG"EWC7T`P_U*>\J5I?X:2R'FIK5\3N%@5&657>'V87[#]RW M&+^!$RHPW05RRQJV8KY>CZ%=28L+LN`O4+\G6*_BN?;:*4[(K.Z4M8<)5#>I MT,6WXDE1#T;K^Y.QWXP2FYR"DFLV3J[1"7_?R*\_S"HCC,61#25N%-78P`D7 MU$9PX!Y69F1RS"$G;Z%BD0O+!WI4\?6I;1=@8;*>JNN?[SMX[8."<=#^`M$8 MPX*Q:*8>HYA0;J/'F,H_Z]".4N5_:Y[4=*+@L-%WA>9>`'JO^1E!EMM91?;(.0@+:'^^EJ=CEY M;V:&:,C6B5L3KP^8D$21T\S0EX[BFRP'M"I+KAB2=3=D5%FX_J8(M,;@['E" M%O'5.U_%_UG4;TX[NKOB56(KW2_[W8-.X= M[(@Q)CI=JG`(QG_K7)VQ40^MRAG!TP'QV*?[ZB\FK^:ZK+BIN5%=S-\*J^H; M89LP*U=7P2(-5Q8:Q,JB0B<\VCLXZ1P^>;'_U>[)_N%!$[&.V%/G\)1\:U=S M%P>D7SB$V+6H9S*I.6?OIZ+=L1=A3@1MN`]IVA4.D\:F7@X6/@/"]HRS\3/< M**`S_W-&$RS08AP2MU0]Z.:OB3(EJSC$M)#^48CO"XD^Y8U)#088)38YQZMC M*I[E[#J)>YPL4)"0-5P'"57G%]@4CF*^*!'[R>4Y;$&A&=^(ON/&2R46H*?M MVC1=K0FMHS1K@Q$J!BK$30ZEQ5F"P6JZT; M5\O`#QUE7*U)#Y9'H?[>/W8^8ZL4FG]4;!UJ!$^PM)A+LS/L?I!0#93U(`R2 MYW$)"KW8WWVR_V+_Y-\[SP^/.GO_^T_\X_J+_8,_[CWK/-\_V#UXNK_[@L#3 M\$>[Z''<,Q]B])#R+))7H.OIZ`&=1@^5MZYG_(PZ$"!-'R0B(V/*;YY2:+`VR MIO5O[N!O#.O0?/4S"[5D3=AB0<"/KT;'$;GP>FS5,DO\:@3?&&]\ M[\V']$;LV!]T/%&-0)NV;_K`&&V9:8@[F+I(5)L=Q!4B2,WSYI+?')8E4G'$ MZDR"Y=OQN:D"*+\HY"R\S9SMX,Z?P**MO-:=\;7*X9AR=ZI/"](-0#CN)2`*#J=75Z(4_BEK$.4Z40)^P!V^ MB>;3[9QK-A31Y?OBCJ22:494,ES-,'[$DK5"K9(V(46K[M`X2'9R'>+,4ADY M1M5EZLG%F%E$G;$F,)^X.EK8#A6QS3OQB0%RR/&>$$%*U.Y M["_?7UV`R]04&&4-^S@+[.?)[&R*2N9DHRNM-;'AH6`U9`^@7_'GOTUF"N9_ MSX!;]#2;]RKA3?1WHS_ZHJ/V#>`B^G"RM?0,,\9N3V\L^P#P%?`2QY&=Y5E.WZ.:Y6F+"&^L5WQZ@#QQ%(01F^ZLR#KBU(/<:4J>#";;$P M\]X$A7&QE0UUS5*_09Q$,OK,4Z`%M+R9DQY5ST[L#"L:7AX)XJ-0'[;R&]GK M%8;6-RDIDW)B$L?+\+=%R'9[9OV!F'WM"<)NI?+""`Q\',(6YB M&E-'=`-ZK?(^I+UQNC/\7];$,#P?@7-I;@^8E^U/[]=WSXX'C4L2%Y^2C\'G MY!-Q,(FYN(,I=4V7P(`_>+YM^.D!#KI81H/K;1]0XJO8V=4;'&"7>: M:@F3C+S1]=OD/LF#+U>5IN2:6I`]0NMPRYI5,\=Y.@=6K>..WMXHLVF]CB])*;PL4V_P> M]PGA#[_L;WXI2FS^O$HQ]W;Q5W]I9^%+HWXQNHSBC*URH*XOU.U]V>^V?W[4 M*S*Y47_,==[V!]!_F=]"^>CM<[G$$Z(@;;/M M?4]9OIN2<_RI^&R1#:LS!GSV7>#!\("YO@Z$%Z%B^"S[\:\J)]]-VU6XC^Y[R:;Y%VXEI9Z M;8S9%5Z6W,\4UKO!K4[W]KR,JNXT,S<(=$FT8/8=V:/F=A`RZF^W:K$3/%%6 MX!V=0J0'\7OE%6JXH()7I'(B9DD)EH!@(QWX2/3XQ'7OX6PR-Q2Q`A);XC;I M>($/+:XE=Y^WM,'O17L8:T@4#]U:#X5OB38!'^+,Z=_IS)&GS\)FKNBFZFP3 M&W^&0Y:OGFT]V+WA`#[R]TC`N\G1[L'Q[M/E?!41->/)L1=@/;+,7DPG9.\ MT^7BY*??[K_;D\JVQGF;/E[\GQ#\:DI&I405NY\0T'DN\G\;_`AVFZ-WW>^F6V$-6B$O95*-)[QY_@LR8X^ M,<""8N)OT0DP&T]OY&Y>Z<>:'9U`,1R/?+!&M3P!HPF!3J(VM,\8C;9CFA^A MIY4-E)R:/]^2D>#6Z*@>PTOSROG`Q71R&^$1-\TDR3<6J]NRD/!NBE%%Y2(Y#7#6FYE,#0H&K#,[1\BL^F>XRT+ M_EY.#`1\Q(-@0,[__,WO3(ZD9%0N*X.D@J2*:UYPI340A[!1@',:@F)P"7<8 M+2W M=>,^!7SR=D'6&#XP"UC3.9[HU?SHS0\DK`I#!,+Y6``(5>43%M&T0^/(KT[] M.\C-;LL%-TIV>-]B#3JQX)QPS[9N,.!.@8&?P"D,)&!O.DJ5-%N'N:T9'*]< MZ`U1XYM7%)73-FUZ=6LU!-9"Z):T@H0LY4"`I]F8H@-EC.ZC`7K9$:L*^L?C MM[=$LK^F3.OLS7=7L(._V>:.#_]HW%(UNK"0%T_KLM4:41P*#0C!A9*(@0<, M(\$;@M6Y5X<23$*ZEL+T\G9V1H;ZI+-+,T#\;00!+3^"RN#"7Z46P9_&9_58 MYURZJV(SGV@CELEDW+@`O3@VR:VO2!P($>B]&3? MS'+S(L/(_ED^L(^(]5K%Z=4T]V,S!CR_[96DJ!B4A2U][V2QS\XMV]>0QO@B M(=N43A0WY>+>6^U%_;UVFJ!_V9?8Z=2C;)#U^$Q]*Y%OUX+\8'.TUJ=P)VM_ M&0[`4?+MM2WNG<_42-2WC7 MBI;M0&++(IXTQ2*--DI&6)H;MJH'K_-*]EYO@SJVA"..8+'L[U'MH$U.>],Y M#/U7M0]/+%AX/C]!??N=%@89I8:>/*(076WD+./A2.D)-QDK!0$M(P\]#I30 M>_SE',ZKV::4;*OX-#1)4.K0G"R,"]VRI=&X@.OL@\,D1\P,WWV+Z4_A8AI_ MK8"_;/=ID>5'6$5H*G=->H`%A*&W/#D\4I\TG*J&'Q4A-I=E8`]MX()Z!GJ0 MT#A^;9+&\C&EP]]2F`I9"3Z[=)5X3V\7*8O/ZA6Y8[6E(^>,--'.R3<&"D.-0]VPB0ZL2/,U#0I'MKZ&/ MH\N("FJ"68S'EH_T87]8=86E`2UICE;?9L\PH-%4"K!`C`F0\K-5O)UZK\O8 MVI*5:51)+8O54RG1(ZE]CL09H^2<*:TL*L0!=\IM\P.%4(.U`2.MW&%;[03$ M@],.:&;6':6*+EY`H4IJV4.^'@E-=[DRW-ZDQJ'UHP.Z=FW2]KO7CM=TP^K@)94C`"OWEDDLA1PYLG7E%$>A*TJ!34Y)3K0DNE?8GID*"Q"VX MS!:R>T/ENU)VWXT,#(C1"'5Z"5^CT%2X.Z,N<69%5JWHXA2:`&*<($@B4`P3 M(F"$B2H=Q?+G3$4LM@RNAAI#K$X97+YX4/B:IFH09BX$#0E+CD8%H-GE`(]C MUQ>OL=?R56/O[?K2_V?O;)OCR(T\_U4J'/))$T'*?-"C[=V('I+2\$R1-$EY MSN&X%\TG37LH-I?-ED8;]RWNU7[;^_TS`12J4%7=K;''CO-NK.T9-@I()!*) M?,Y*(I&V+'5?`JS&^L,#B_=*WB9PHJW9[Q2A>5K]SRE:X1](4T,%_B#FHKYB M/-PNLONQI.,T#N(B/8#O\DQ><#@S7Z17KN9TDQB7'FH4=M@2O6^O[`A1CS82;(I)^3:!961!80C'Y[-450,%169\Y+;JODJ'@JSIS$*9&, M_5H(XXVCC3&5!+E2;^W7)8E.QHVLJ7&AKVU7P\)>_QE'ZPZR/``#S]J]>S8BJM%R!R\+IQ MGEB[[]8;_%+SB7N/Y?A+K";!A#$_T-@1@JLJ+T(6,$NJ2[*:LJ`PMD"/M]/; M]6`:B%_QUPN"U7GBR&SV]$7^Q).GI,7Q1:B"@:JI^K#&9%R"^.P!0>2?,,$] M45/K\6OQ.E]6Z0_G/"^WRJ\0/L['MS_>S^\>F-;1,YO>L#;_&C]VC%C&I)NI MA'OB:E4Z0Q0=]^IU,H!*5NE`8(`,SPU"4!/1"X[>;VHB,Z9PSON95;]0#GY^ M3T;LLU]_H^?O0I#H&50\V\=`HZ1Z^,%&TN1_W3YD%1VX$2OR3SAY-,8@D5Q^ M,MF>/3VBJ.>+YR];I*L#2]FU9!C`N_)O7KBI(M6JX#0C%3!EVG:X71Y2@.G. MOP*Y8:[VA?&SJKE-NDAP(9"4:EZ'1R6[N@/E*IKG)LG#N+0%^P568U*:2^Q) M'!%MD/)-->E:1&G4?,JR)`*Y))JBSFQ2R"35VWNG"7.)0S'I^>L8V(&5MP/& MX,8A4M&N&S`+&_Y!!F_8G:C$:4Z)UARU"XBAT@PWBDN.T&"%\/DW9+#[#^/; M^+/=G1EUQVY(2/:B,N;.BENF5ZL'&^E+\&Q/+4,P'3-&(?,>CZE MA)6N&"#1PHD1@).APHP(6L)3I<=1^PVN0HP#R:L.YVH[M:0*% MXE;MDT2RO%,5GF1?1DFRKHYI&\!=@_N>N\S#!J!6SD04$I,?]$_3W%V&$Q)TY'\ MQZ3B&`$'`A(#X_]=YN!O_`Y"HLS!X7#4VD?':>;RAITX7`<^P.?ZX-RBYIT+ MUL)-2_?13@XE24LG(`^:YKL4,'01-^7QQ?H_Q2,QFEEM/XT7ZL(FHKSCO@:! MDE9Q)0)!KZX+OM;`IOB8)$&4"%G5+4TQ9];8/*:\"'`T>6."N!LV'-#?*^Y* M2HYU)<(\,`7S9^BXL!^XS;\AP!IBZM%A*9>FD<)R2K#TI\'4T MJ)18,H78%'(B;$\>5XDAJ.5(-OR+G5.I7#3UDG1H.``$!%JZ*1Y]NOP1)"#]TZQ$,R!L'9\W4S1Z#`>]V=IUJ_Q8PU"G"\+34T1+%._E7 M%PO.&4M[6G%=@L(D,U.AQ+?O+B%88_Z5^;E(]F1BXL0FRHN'[DDQ$ M@IJY_*7DV-QO'5_01YG2>B04BW=M";N`F6#S1#_\4++@&TE$BP19=!P6]!4` M#OO/53_1Z^"G]E`M;Q`]Z+WEQD3MPX,J\>?P? MK,L8!;UES>2*W%Q]^E*SM_Q..73Y]N]XQ&.9C&B`H`V7?$L2^E+EF]^WJIXU M+D).6H)]]$!1'SPBR7Q843]U8CP//[@9%T?'([<_*CY/5D0IA<">J#MCCB9G M^$7$_!U8KEMUQ2*9RD02JR\:?;PSO)=)O2_O!$`B)&'25_!..'ZM_FE*92]O MF0$N\P.*UQZD-/3=(#!GJFTP@\6[%K,JS=%?PT\8`FZCBZA/!!0@)B)4Z$BX M1FA!VINW?H/O!4,V":&".J=]?GF0-Q"8QQ^D0V"74@]!_B#1`A+/1DBHYBU$ M@YZ2/FP?0:YV(/^E7^2S<@674?G1\A.F)T&,O93;!GM0Y(&(W9*4X^7/*8XG M7Y7A>]^-D"8B4Y,QG%NX'<"(W_^@ M;GE`F^,D1T!-8O@5;J>?J77UP5@B*.XCCH!WQ#.JWU(RPBM#6,Y]YD@PN]$` MSB`JH7"&-!O1I9+6^EL$,#\;K79^13W3>-:^4PW/%W$2PW42;XY!B$$2=[E/ MGJ@O$C5$$>R&A*QP-10$I.B96"O*GI/$N);AWW;I-$E2I$H>WQ2PM?,@+G)8 M]+N1&@GU;%H0EX4&=9LBQ!GB5J-U5@I)Y\TW)R=?9199`H MVX6GN+D![B7\RFS4G:S*+F:;H-82G$)4#%9XDPF"*8#'E9CW"FBVX^DV0.;[-X$N3-8%.S]%'X6OGX@OK37-U\W4VWCR^+745.GR+.<'40Y M]G?>NE#4$RDU$(;,#BG68$L9W;$.?C]IE/MV_FX4ZD;,<"U@1ZJG+4:)TL8E M\*U01\-_<5\;M]!?(QGC<@>N;ZIMHH-&Z@"S;$N%`9UA#HTIA?'^&RXZ3R_N M0ES63M'KXAEI)+-2VD&".FG;T42B%3Y]8Y]%;-=!/QA&DB7W(H^_`]H"L4EI M4ND#1#73:X`@F*QX'#DMF#LU01'%@/\)ZQ:S4);HWLM9:\CGL06JQO`>9JNI M,A=5C%]9%0D@2P9X.#B&9%C?#28V,Z(:C('0"F/'OC]I/1>K@+1&4^,"A4!] M>PJ]QE,-S$Q8"\TE-Y7*`^V7/Y0L-,@HSJA%:?HP5FB7XV:]*/8& M!25-);,`L1(L!E];#J5!)G/YK-Y[AW80)*_:QVC2C7:411UH+_YP1!\`"BVZ M@:@T"$SZ(MX.-JD#C426FV#*(UOE+.?)+-S4O60I:;OK!NCGM]63L>XSQ'\Y M90\2&V1:>0,*5W4($* MUJ,'O8O7<2]J>Y'TRBB3Q1M3DD*YDNMA'M+&$@^HHB??JSM+7Q:^T#GVOOHAUZ9+R.HJ7L(#+I5P^$?JEA M*-:G+U;XP&DJW1QY<@27TSW:;UTUJTWO!:M>*`8)J/(,1-GZ)4FEKD:X-5G' M>&W]?F?<(1Y=C53LA2@_2;_^DMIW_N(&"L&]K/2.*KZKM8QS%PV\C;F:QF(! MU@JU:,;C!:&HN%?F'G`.3,5B^%)B>8G#ACN<>:@55T$T@@H:8:3-7!NBLH\( M6U/B(7RC$$V'<`W^?N=<8Z(NT]W(EBX9#/6B/93D)$L4K!IEHS9J_G5^^<&5 MS![^Z]PZ&G"P#8Q_M#?'M=SVNR#H:G9OWD+Q0U1L:%72GDM)L$5T:[MAF3Z? M1!8K3N^L0>>IZ\;^6L;99OS/N,I%"1WQ:6W@&4EP,Q')X`7(3&43Q26"\**4 MLN*Q8'U)%$/LA.MZ2*2NL!UFZR'50&>!4+>+N]6M.65OL^Q\ZJ[K:F+[0>.1"/,Y=X$`EJ.X>FLBCV$I0:/`5;S9099F_?\S77 MB88^X4ZZ08!H]'`G>S2:)1ACD_F8'?PBU@[%U[N4ZE,05I"OG;G;*Z:#BG*5 M[N3\(ZI+>,B<%>M>8]"5,*8SS',+=7-I(1$]R'G.U+8S<-G_%=.G<5&VRZ9P MZ9FG=4X,VP61#DILD)J#:S@@/.:PQ?3C1UM)Y=3!/WJ6_C6:\GC.*:H.Q)*' MW92>V?\B'7:L*"$M,&4'3$#73R)$(6PYD&%;`L%/^X;PU2@#!82:N!3U8OI0 MC$YW1W]LI'L`JMV2SR0-0;T%W(V)ZMRB6HWGYGGW.6[J!6JHG5%"5:V=&ZJV M4]&DIA0=7LP1@P1&W]#7S%,I3?%+)!91 ME6.3$_^6\93`KK,&BP\4[3"YMHZ2=20&CA$.P@YCYYN*4F[AE$O<"-IP$`GS MP!*-FO&)YM2@1!L!$Z\N&AVM0$X(L>#\'I'ZZ&ES*FA+H60S#ND'=<6PGV3D MK6^9/&FQ<*)5($#029_1(7UZ?7Z'<%4J(@7 M4VS)\$'F&L^F9F"$#^H`N*U(A)(PC#V#QMM@@HZ/72#D[#;.@M^?2SNF81FA M@*:2"IDDD=@FM98[@L(J72RF:['Z:0]'$WFT@:]364)6A-_X"Q9:J3A''Q`0 M'/,U=5IK#I,<.6C+-^W@]'K.!-!"+NE!-O7LRW')MOTG<,J,F$,F,8]63F>; MD=%)Z:HOF9V.7[$@H8ZK#\2[?!!?IN(Z(D+-LCL^[2#?FJG]D]PD&C?$F\0+ M]@Z-!\?^=GE54H1IY#FU[APX*<1K@6+>OTSL,G]NLM4_@]N7S(V$,6YW+7#]7^XG\*J M4-XK+%.N$X1K7\8-&-MV+/4%1ASQ>#*;:7>AB5-3F$O6:1!!)0\]Y"SNYN)" MH0K7VPHDZI)TY$72)F3KV7;G@#4"XV9*H%.*]MZ%;R M<>T93W//X0(MNVGJ2CCLT'71'>,[9_*MK^XJQ[E*W"8#A%EAHUE@"X4_"_9F M.ZV0I1YONEAB3B#8$M1G2'&+BNL6-R7H`H83'=812_ZW*KKQPX+Y$0$H;VQ& M9&XBB1.XK(5H@Q@)%+02X&&6YJ6B\XT+:1OUF3,O@M>%YO'0%AAO]AP._D). MVRSZ,9O*<9F$JN`MX1G.QK@J.C>SCQ>00.QL95@BS+CTPS%VD9I=6WNBZ[P" M/(#SBQ]RW3'@RI_R9/7:MH>JHU<85ZV!3+#RZ"G5P5-H><'HX*KI61)K;=ZN MQ%9%N2&^!LS'<%J!81VLZB?,\"43SW'(0`JB%"&8Y&OD1__A'I>^:-;L/*D] MUI9GNQ!/8.+*)C2;J#D=Y[C:)CB>F&:KCD,G^;;HE`#7]X$!M41"8`]1?[4O M-U!Y(&RP3F$-%W\8[5V#1`9T4C)C=@-SIE/'4FZ@LE4T($'40F4HO5#BC8.\ M0^>.XG*-KB"B02R$KL#R1-L:K*#:&!@42-[0J]\3"HT7F.$JF@W--KD4EJ&5 M^IB*#5H%$2B#2K*O7C_=>*9Y&X0`"L.>Y!_/NQ$B/@=:R/U*$>8NFH602JEV M[,VMM-]C6BEX[.&I99LKVC;![K$JSYHV)*`[%#%R`UKYFD0P M(3L)#@2OB9]LK[UZ]J+GY2@0=GATME>]#NF\JU7K&='F[D'ADT,&Q(G7#2D*?6JE]>`^+1;8@9QGTC MFTQO1$NHR/(=_UL^0VV09/NO+I]])K$>@?:7$-!.]L[V3_;4#;`Z'?UI__#M M:75\0`W#W[>"E47&T61L@L,)\JX"0-!O5<0DU(WH+V1X')V&"!U'R`_WU3%V MT?MZEF_-"(*JFD^WJ*YA+2EU;J.]B^\E%4G:@7U?K=/#E*A2`JF(>HJM?WX# M7[^>/*Q+T3?[W`WWU4W,$GJ,ZTMK-1O^:3";/-O8?/(C<2'NQ]A7A"/!5"1X M$8^"8WR'/EW1=JVD=YI;*IYW^D4]B"7L:*&H1Q-/02*_BVI-D0?V$KKI<4=P M<^JFN`RG\!LI>*[*?+:$210?A-H-=8,/<,4U0X`(]I\)00?R[(;B2I'!(K9A MF;@%*@2M,W8=OK0(O_HK/=R/7E$M9=.@H%#5VC:ZA`1FHA\2IMU^DVZ"3OET!WPJCUGIQ712:I+S:,21P&IPMW'"$S$:_I M-W:A=;^+>=I\8^?HW;O],^N96HT.=ZN=H\,S>.4>'57W"E*`5:*!F9YB)+[# MNI"E,A6X[SEW&YVK>-;%P_\NUEMZBD4,,A'R2EM`^_%<"^Z9,Y73'[_0B/2J M>D?$G\IT[=]>/$V!V$D@HP^J*95>2""4:.")R".^L^R=%$1@7\7PG!C>W14% MX@DORMW`QP2/1FL]^<()JMB._L%^=Q`N@GX:M5?T"A_Z,*58-`^0V\_X\/@& M_ODPN;ZV&CW.\C(H?0*C&'LWK/@E826B+IX]V.S-^/.,"@:5YQ14]7Q0EBI( MR%17$5--9R4] MFQ]?X'^\G5_+XVD/9?H]4(`-F7U6[R9"D\\HVN$97!8]L(8+$#.A^F4O)FQ*$>S M6*?5RRN\U+Z")!)YOH4W%Q(D27QP#`B.N8E`ZE*%SL*C1HCP+>C1Q&R;$TC\SSL,_I>L_:!GL!Z":4"E9/Q&2CN1E(7?>%?!M_S M"?$$HOQH+*J/.2,*B1'WTR_$I%M02_0J1/*M$\Z"?3)S]/&HN!4JT1W6)IU\ M1F2$H#7MFKDK+=92J.6^KCTR)^SG'&DR%@#2-7<9,!ZQ_)>&[N@7EG_$W'JB M2=4O(OJ8PFZ(A)P$3AWP@VE4OA-=.@^9$"9\GIHNX@C11QU=4TP*K^#KCX2I%/I@"5H)S>'ZW!A#Q/7)_LNXWBY\V<6Y=)#PLLG.A?2O@XTD M;[LU#R_ESXD/P:7$&?;MT_3BOA_7'+.JIXCH/+\%".S!DGWX@S&]R3V/RU0V M5?Z=+,]8E5/QG=>Z99HZ?T'J2^9OJSTJ,N\&;Z'[5$W2<=YK3Z+Q;-UN^YQ3 M5T4F'5'T$HC4VTN=JH'RQ\_8DE&Q]&PQ*)668JZ`,(BA9@I6G_).-6Z,)L'U M/64@]FO_5Y-5@Q#MF4N:@NJB)S23$0R]!3#G-(/DV,BWNZ%,CU6,!91(HEK> MF:.V9A4MG6#U@U=/*"C(U8Q-0O'_+^+DTN*EU;QNRC[_8_SQ[G?5.]I\GZJ> M"/5YH3W%/JV!BXNGU2?<3UW2FW\G?UQ'_>T`+\OI_X_YK[]/>>5EF]1UK7[_ MX?S??O7F#6$G_-^O*,]]_X:+IYY,__:KL\E'"/H0+\<)=>MN]>OUF""D+_[S MIO[P&]O7P[\?1=','TU\3G<('BX1HG(K'U1OLH=(<,"(\"@2D.@._B81*F%1 M^+CN^`?^0NFV-4Z#/\RF#V.>X).+Y?FX7EFCL=/WQ\<'9I,;'50[H]/OJC<'1]]7NZ.S45M1 M/)6`[?XUZ@1+*'Q#+;AJS_\VJ_KM<6DP@4WY)!!W,.;Q]4+M$\D3YVR:CQ;/6##RT_?OWHU._EP=O:E.]]\>[K_9WQEA31WM[!R]-RM! M=7QTL"]#0?7D>(I/DY>V:/7[+9F!JM9=C3Q@1W1B@[]4?PG_.W06L+G\P_OI M+7S(HX]F*\RCAL.>ZP$D^W41T9%7Y%@"DO>$4"'`[,T>:(U..A!M7+3EI79Q MS*5`KTL`G(U_XF[M(!YC$>1@WI!T4^W,58A4)M3E)SZE$"W,&1T6FOJ._Y+6 MQ\2SAU7`&UU:M)IE<.K;E?9VPM;&A!`8"+LPC9OIG=G.U5:;0.!5`(EFY9.Z M^L1JG\=(L)5VL$^P'A%@]SQNRV/^^'Y*/),>1#0[GF8=P!X!U;;W52;:-CFI M:"UFA>/AS!23-?3ZRXM(XG7J_-6K,'@>?M&>O9PQ@ M7(OMF8):UY"U2`E>"K/(P6=O58']AL$*038.I]+5Z*#![B.EUU`[A?])Q>8; M+_6M0T*.0UHA.`M=88R!'(V&D[9:F+*/(2MK][E"6&_G;CHSY=)5++["3&@( MDW2C2Q]0*(3I3V9#N$8V4?*HO^9Q_PR>3"]=TER$EIG'T6%T05UD9HN[_2MO MG1D0DI%'-9+!2PUNC7T[9.W+*8U_PAJ@P%93V:&8@+$WJC>[N;'^AZ`!I+E/ M]W9D@@W&W&`@=QLKR7ZRAX#D-N)2<5=>>0]XBK;"#'72F9M(X;`LPU16)HP; MD*]<8W&!^"G@\[M22NR=C/CEA/'0AK#+0G!<06HY4Q16*;.NP MXQFS"(\6O#4@MJ2/8B+IV='.'[X[.MC= M.SE]7.WN(:OMGR$`Z\_5T;&U[3,'S_>C$SKYG2&R+;'Y4\4MKGO$JVY+]),S ML=53/C+S%G=R!)E^4AW;Q;CIF[,:W1.EYQU$Y&_(QT6+YH@PQ,NU*BW[)ZJ) M0-C.NP*10#/Z,Z.R`!H?0:WQRI>\(`+&,?R6B4I M_<+PN*O28`"V&$-G8C5SRXK@GLP\Q-6,BMYOU6V?_O:D\-'<&,UUX,,%>HY= M'%J7/'_UBO^X0YZ2[=N$+&^]?`&SK-WJSJK<*A4Y20#+[&*I5EI(C;"4P-A6 M51\8_^H$6PX-*[UE=K)+\!-B\HEZ'M]M>Y[TIZ@TURU6]P^QH.U59Z/_M;? MH(C_8#*VT`L90Q+T31>D\`E50,I;9TO[HV_V#?3J9OCDZJ?;^^)Y_ M7#_8/_P#'4[?[!^.<'ACD]@_/#T[>>_N\#X&6=L1=-ZG/2PR9V?0S@`_6P+X M_$$RSAML:H]-YX#M'B)G^Z6STJ ME/U3Y6\C;QV!%W*2L+U?2#G*-?B@-!_(Y;Z/2#TK0@2^`J"*A@,](.G9@J&A M5NL:D"*CO!NEOKJ6^I=WEM=5`'&@@BK"-_HK]FAI`TDO]Y];E3O$/0(2-I3&>ZV>+$Y^.O6X*^;Q/@/S8V\^+0*-2JV MVPL?75"B/%:::/]('#H_NM>N^!)W;_^//!KIQZWVM)BH+7VX#_WO0GIQW^_D M:#RM-IYY@$A[\E-><'CH".VA3O([KC,]3"[JF[FM%_=2"#$J"6W/"A"RS*8U M-0]=ZYU'@BAFI?O>`5WW/,M+\QO2A* M/H=7#^W]G"PP(;7'CW`S/X3>'6+!6"MB4R!_\=H?#`K7:]7[V16>+9[(ZZOV MEX^W3'P1P M^8.ZOV[1)H=+;B848?:#RR!H`HN_9.V-IBI,2[AL`_0X0[N+\I).,1Z8;5B=5@F?D?+O\K'NG?XM1,*AW'MYDD(A M8%Q."P1X24CD]:>*C5;Y&O/YN=_E<$)"&M[D_&D6:LI$%N5<)[]U82&6#D&8U2CK5#=*JAA M%O&Z/L@;]:$&>;^%"SR=@"Z3$4[8&.[FJYN^@D4EJ1NF5QF6A#Y3G+3MS(`7 M,P'K-J5F(S-G:HC,">"GV@.-W#0S`\D;G`JLICP_S)((34`/"836.\1?IXH< MBAW4`'GF?3,"C?]DE0:+\XFVG.*`+4@RLC.[4W:3OPE!-DM,#;8]?,EBWZ&1 M0)OEI/C#/=D)H\(/=)J"`+0,VW1\%[57?&K!4$XF4U6-`HB/(';8009$C2C< M)+Y.K9/>ML)D8D4?-^`*^1C1G#J@"K/3MN^P)QI8M86CS^K,J#Z%!_2U3 M,<[`==J?MHXA^>QQQ:3L^O8Q)7MY<%#TZ\,O!] MI=Q"B&TP3A#WD8)@Q/Y$-A@2IBQC=^+36&&F9`P<7:?$<2%PA-ZPCXD23B4# M=//Y;J\E'[`100*)V4Z-HZ0+&L'N>1IR=EE#EUFSB(?R'8&FM*2JUB$/G@=SU=;]!*9VD'^K;^+?"J2X&T3#:SH(#;=[7XK/6,M^9M]O+>BP MU!UNZZ;?WQ2Q"H__!OWH7Q!`^OKE*Z>ZI#DU2*_QUY]!?VF>`M\IV0I"O(/E MRS&6E[^Y0WIW"MJG55_I%9IORTF#S=!>4"72O[9 MZB\#%L;\NM0OK"M<;0!_D$F$".[KCAX37@RXZOP5_NB\C(>@V)J[M[(XOH-Y6[F.IT MQEN+@;YW^8PB9]49O6^7'/D#-8^7'/M&)6^6F_:-0@>6&WHZ^6G9D6B#MTN. MW;/.$\M!<"C/QS)#8>;+K:^@V&5AY;"NZ!"^%`"<[`\36JDM"<:,:M=$C:\P M?$)O@:4GY^16&2V,K##>3G!Y8'2(*\P.T@F>[T5ZO.U#5RZ.&;IL:*@H4N5Q@R2:!PU?)'BJ,$K%`<-W9XX9L'%B<,6W)DT;-%MB0,7 MWI/'Y*":-Z_]N#W>WU8/MN/++A,4%2V\^Z]YKG*AOH0AZHJ>^ MB2+HFP$9&/YZ-AFG?)U@[X$M31E(:JOG8(L)>^:+X\@Z#:2WT8V4.+"^'#U; MH>IEI_/H<3'#LJ`O.,9TWEL+]AB16S"8"%DZT`43)1QL+;C0VPFKF\-830-[ M5JZ/9\&*B85L]=S/11PAXB)"5"!KTXZW6C1/&%:3?L]I]UTRR"A09,]&@I>Z M2H>QV3,PW$B:/5F^V@XH+.F@YY+ M$?=0X[V/1LN1?QR8C$FK: MZ%TZ4&//XQ-73*#U7.3T>P\*>CY+F-OLOD9?;X&IMGK#JZ+HEHOHU?]1-NQ@ MJ%'?9PLBD.)G9PU!?H7UR@^77+&A%*RP8/'=LNOE^L4JZ[6_6W*]7%598;GV M9TNN%M7\%5;*/UFP2K^]9HGUAC]>:>62V!;$(M6#0&I161E[N'8 M;C_964SF1I&OF4T[^.-F,:U%F\:"\^TUS:NRN>DE$=L_&K1]@;<&4)BVB)"U M:3<\PZOPY)BS9HN@#&KI%,Z:/"JWF';T<4Y_J@F'X"*QU#:F]H=%% MY,KM;90CMWJW[&?9$^WL+)&`6PR%PH>RBG4`_=/92?2=?H=G<<#J7(X>LC)V MC&Z(*6T;F;@?2PW7@ARYX=#Z@^^;STGCDUQ<:\,U\-G0]J,)KCT=-KNF MHE,,B/:*J%.U!YB7K"/;+D\E&73AK>6Y8X1"SS_&_+R3R>Q'R@S@?"%8FKQ0 MHJ%.<%A;.1<)L-V@D!6&RTV!"#'QKP'*MS&IQ<>UDO2R-+8E0?%'X1<$10%/ MEEBZJ^`N(LP,*?\(`/XT56;VC3(H_U'GDI!1PM)],/F]5AH`L?\Q"AK?<+RU MOR`V,\"'@A+/B!@132N>\H+_M3)(]+@C3<(*@'Z*9Z$\#Y4U4U%E3XC`E;VE M`*YXD_GWS>?5C$SUFW6":ZF+XS5$->WX5M\38JML00(G/X[_2C1H#-WT="39 M.JAN97FO'1_SE<);CLYVJF\I?J9RRI5WL!*38Y%SBZ/6&*ZTY:E3PXOPZ#&% M8D."Z9@-*#+"PE2HPM8^C\?_VN@H`LE:"2V-(+23JX]CQ&P0K!Q`17\H"*3. M1?&,CJJ0J!YCR7*328%];!@]OU`=J/N7_-Y]2\\:#G?YZ]?:'@^`,OO%=Y1[ MW`:O+\GAVE9LCXY7WJ-LBSP7#P)1AI"0&COG?*_RE?F6!&%[YE_^9?P%(>AC MO'\'$$)LQUJU;.(\B446[?//`4N1-3\'9$=]9G:)[L7ZO<3[GO_25D= M?5B$-!1`;0481I^IRT`6FJ4ZV>.:!$85E%+X=O5G6A^133`E+?@_K\BW:(C? MRT&A,@5M@;0-Q`HPQ#1'"J)$R*S82L&_#=20$A%3KA6$[_E"OI%3FCH5?.OQ M^UAPN9&U$Z0/9(!4/MK"M":+N@53Z"VT;)M9 M#)QR"]"AHC5F],,L95ND9>%R$+!5%5Z0)[1R`34U4^A#(_-';8=L[^4 MLQ%SLU*;ZR=6&S;EP#(A`>":$XF*"N!0>V,JT*T??X7M3>B9_8IX\E,*'WD9 MW`>ER\4E$E!6_#455^C;-094?)XE=)75U2.&_1@ MX:[>H8K]_<0GZM/JU#`S_74F:M`F-M=)=%HGQ^7Y,^H2CPAXTN95*\=&*%+> M)#,F(0:[SAB;NN9&T@_PQ+1^.U4I*E;5E@^\D+%+?#/N%H.[X$!LI.*45E:' M-)7B%?[;R/'R&0/3!'$T)C3E6XMU;JP]79;BQX)D1<61V]N;+U^\?K'-2N,? M"?RJZ]537'IZ2_CT%"M%UPZ$)V1P<(F([<<1*#IK'&X%.A:>Q(N7&R\W.(LC M=0)@.>OHND'#1^%DZ(SU.V5V86<=$#KRQG/J>]R+OY654=I7E'_W.VQY=+9! M:LI)FJ2PL<627YI6:GF23D`Z/VA!]B%2U+#]O'ZV1?G'E[89PJ@#KY#E;F!# MEBD1"5>;&CAR4@"5V&K)DYY\HP]6W&8-J)$'5Z9_FR*1EZU]0J@OR=2\LA9EO8GJ9"M=XI>S47+I3-MK8ZF(VO]ZZO/2FJ:0)K M@W#J#VHHV90J($A&D*.*,FTWE^UO6OA)"[3'^=9MYW[B'G=^-@50J>](R8I.[`3KRL@Y.X=86*P:'-16GA%"@HP$'K4M%".((3$GTT5,:S@ M5?.4!16O^L[L[$64W]"\CE@W$D$+JTV<+$L0/9&W<8]9VZIPA]KHLE6[Y,:\ MVE@T9(9Q#4-F-&1%E6D$[TD:&YN0!B`_1BHMUJ,PF5@0D-HH`!$J,-3XELWZ MJ_$<4BWBV0+@,M.)C!88GH=K&&4UV:).-ESO+([JSMC=N1F32LY91SQ(0I=! M*^JC^JW.V:(^--8Q>RC#!WP++W&UGN/:0'*GN@S'^ MB8I'U(>U^HZ<XKU4<[DEY5PV.0@BFNG:'[6KYBW*P$J&AW&PID8Q M(6A?=:5!W:+)17L]?WM$4+'26V#@G6+^D\VBS,X*`,0"=$^0^F<&7S';0:Q- MEV_#(3>%(Y\B-G%!^O;IRME:)0ACHM$B3WQ7'<)=KSZX)D$J4+7=5ZLK1(,? M/6IRSODE?D>W*YH?#:7ZA5?4MI5X0Y8BUCZI9L&]1731.1K3SG`2IDKS[:!% MJ:8(,^!S M.;8VMHH(!BN*9,1R@'7D!@WQ?C+#IV-Z1=^N'FLF9'5O4[6UL5T$*+3K*2ZB MJQ93&Z2,0TGPO"A6US1($4-N[Z[Q0_[NSO&##O^N+QIQ5K]OY0YW?I`'1RWS M01[2U![?@_^%-S4YRX_'DT+J/Z'MQ1>O<,ECISU0NC^HRR5"@U.H%T`%'2QI+2WF+K/AX*V#9E":,5;(XF=&G\>3&.`J/ M$_66TW-BU##\X#;&@J"\4&O[+*S,9LZXN[R0!]25(G)%8_6D98(UL[=@XR]G M\JP@:B%^FK>E6'/U2K"+CDSA->O7"J^91%KB_;TBLST$B+=A&/B@.]CBX*N! M'JB-^GJP%D06TEC&`6;E'LJB#5FYA_+'7OUK\)7;MW:C-ZXLM[$Y\J+X;\>\ MZD\D\10RJADUJM&#+*.O>\63;!21&7W/O2UC4@ZQ^63_9LN*Z:D+0!.3.,"4D[YQB/O3NSNZD$8`Q'CV0R-:KYZS M3=PGL8&[)`17PCMK6&0U)"6MJ`;0CIEJ2!/>&]GW]4%7,3%0C% MG3P4=\@$AI]E2NL."8S6LY[J;7^W90=P>;)W,#JC,/CQZ(2"X6&D.SD[ULT#`G.3O5XK%>^=[+Q M\J';MK$0>%S`CCM^/;?[O"5`R63C_J6G/Z9R>[V##%^;SRPFO5AS][X9YK/>G!ST3OSV_'E^?AS[\_OIO?CSU<#@>P='L.='^C@0#.:WDEWZ5YR,525 MN7EH9\0'SD*CPB%^$\R*,V*Z+FG_A.G7@^JMEDN;"2#X+56_MO@NZCS%(AW: M1^\^L#O.\::J[]F3A^DWTC-J*FTOZ?1D9L1#D_$QMN.2(*IQX4COIS2^Z7%6 M:;JDM(7PE?:<\8)Y*(>^:(\0,T_WD/K6*B`9=8KVV!6MJ(BQ:O=4&&V&IK$7 MN:&7?,TLKAXB7\L'V;T+H\OK*WKOMF+]BN%N)@TZ6>.LJXRX>^A404C8<]RS MT:24QM?M55%8Z[CUL#9/Z,'D:JX3TJFU/TDOMN]^A<72E_8V?Q6\8W?[=)+5YNA64Y;?@RQ(;?0W>5*33@1=>WS^T!R*,XBI=&F0 MS:DRDFN4KY72F/W67LU*3*8@K%1$^1;A+BO[2WD+FJ<3AK!FP>4I#HZY'[U\ MKL"!WX78A>K#5(+E74@V>JBY?,>GL:L]VGB,<`I1$)-OJNU?"W293+SQ.A$6 MSMO#7P]'I[NC/WI-X\\$^[)LK*4:3%@RP5!*U>*Q9&.YF-PC$%)3CZ@L=;[) M=]@!BE6PIKTIN]-_K%7U.QI\H2!M5^K#_%V>$\;C1TUAF$9`""V[,<`T3#ZS M^?T=+D#&J#^\T/0H(;8P_(02?=].;^Q00,L6[J_L/Y8/P.%:KSNQVQ+@% M]]AM%2@P#R="/C)R$T$^$`P6@^TB*8M]6_W36=VDT+,1;QF\^]YKJ MW1_\!U'#D^LO6BMC0@JAM$T^V?FGX0.;-1\X8Z<)T8IUO)DI!)'RX1(:P.K] MU>3C.>0%WVZS"8*>%"B)X*MXZ>G\87UZO7XWO?@1">M"4<4R32K*BW@YN9BO M/*!9<0=J&LG\$`EXCYD&J1*RHS[CMQ@-[<=Q"I>]4=%T42)EC+4;;QH$U=(,R;QW[0L=/@H7)7V$O=4OC^*YAC^O19STM8G5 M,X5O0RL@_7PJ[^)':W14<#-Q/M,SV6P`@V.9`>WL"V_3U:?)%*X*&L&7GT0* M6B[F:DD0%DU``TS<@X&3E-M/@6WV@0SQ:VQ6MHS_XS0:\ZY/4\!7NOW_Y=N-FO+^]!=R=\3GG^[H:UZO6;^]L M75'3=/M2G>R=[9_L>3'LT9_V#]^>5L<'6.F6KX3-#3`;J"_\8`GW/#:\IJ;Q MTNR:!H9D7-Y;U^>J.:S=`';0#!Q7VA$/G=#70C'*RN\GNL*3;>Z5A7?Q@]AU M/BA%8^DALA%M-`Q,'9NY6.T>'9QS?'NT7U>$R.-JJ1=9\O9N3!W>^CS@SK0SZ MKNB>C;XR9"0[0/WY8&]Q,,E[O^AN:/>(;4%F0Y3(/HNM-+]@8_&.P.U->M!- M`HF!;OW74GE['GDJ"_;_.$K='+H$100?Z6&7HH[S,62#.<3U-/W:-3'"#*(E MDBQ^=SSN\D0B"S5[%$FM`E./2#(-DC+"%'%SEMSCDG6,_)K`*"KI8,A8UZPL M0`AU`>N2OWR>FI/$$6(A9+W&R:^#N!XGY0KP]?D5,AR1Y.C`-[2D-O/N\T*R M.GU_?'Q@EWUT4.V,3K^KWAP MZ#Z6`P``'0T``!@```!X;"]W;W)K?W\\/$MKC`=89+5I.Y_4ZX M_;CX_&FV8^T++P@1%E2H^=PNA&BFKLO3@E28.ZPA-41RUE98P&.[<7G3$IQU M257I^IXW=BM,:UM5F+:WU&!Y3E.2L'1;D5JH(BTIL0#^O*`-WU>KTEO*5;A] MV38/*:L:*+&F)17O75';JM+IMTW-6KPN0?<;"G"ZK]T]G)6O:-HRSG+A0#E7 M$3W7'+NQ"Y46LXR"`FF[U9)\;C^A:8)&MKN8=0;]I63'3SY;O&"[+RW-OM.: M@-NP3G(%UHR]2.BW3/X+DMVS[.=N!7ZV5D9RO"W%+[;[2NBF$+#<(2B2PJ;9 M>T)X"HY"&<]9))72J@.:SEZR*8S-Q7L#_M(@0UKC#PM[/72;IW$/CVY<*,E'K,_8B31P9NNQ98*$BMRCF>$5\/AY,.PQATV[BGWX9Z78(.S8>A2093A$Z__ MTW6M;L`DPQA-PO@>"1)L2#BVI+)=090$W_25V!O-Y.%`SWD)QTC"8*C[VIMFR/Z:\L>8#J7;:Z!DAZ MP"WLY15W.WMU(6J^&V?>$L97J;`_/+W0O)!7UP!R`)85AMBK`5>-<`W>D!^X MW=":6R7)X9SSG`@NCU:-M^I!L*8;U=9,P%C:?2S@9PB!.)G?YH_U5=77^#[S_^.!Z\[U7; MUEIX__S]^]U?7':%H?F5&W\GU7G?WSX]9?[EZ;] MUNVKJO=@AE.W\?=]?[Y;K[MR7QV+;M6V*K;#1YAS>3Z8]UV39= ML^M7,-W:")W&K-9J#3,]W&]KB$"GW6NKW<;_Q.YRP?SUP_V0H'_KZJ5S7GO= MOGGYK:VW?]2G"K(-ZZ17X+%IOFGTRU;_"RY>3Z[^/*S`GZVWK7;%\Z'_JWGY MO:J?]CTL=P@1Z<#NMC_SJBLAHS#-BH=ZIK(Y@`#X[1UK71J0D>+'\/>EWO;[ MC2^B51@'@@'N/59=_[G64_I>^=SUS?$_`PT172;A=A+X:R=A\'+AQ<)>+)V+ M5SP)61A=E[`VX0S9R8N^>+AOFQPJD<\12#PH62Y>PQL?YKXHXP&6EAHD'A9&!BQD>#QSQUG` M5"@PD"-`,#%F!^F&]"S7K6&BF^A*#9*8@I(JDB2PS`54S&5(=+OC0L5L_`"D M&S;J'2+<@T3Y418:I!+ MQD-.J]P%HB!,QNTW[)/<'>>Q?$]W?(MN#1/=1%9J$*,[4DK%I'-D+B`2IJ*Q M%(QP%^`\E-$8&:H5[?N+^Z*&B7*RTJE!C'(>R"@>($)$*G8+#\K5E+:X79@P.VNW8S$D]I):!UG9A MR&[(KB/Y+((CT+;E1*`/2!+ZTY43@3$[9$MC#S.>JL\X4&:SD;PB^DQ!"]]> M;Q:2!;`UDG&M<0S:P)P8KF@W=N=J%^2S4V88^]EPT!(4R3`21!PD$G]"2`R[ M1(W;!`>@G6QY`,;W4`!C6[#)-XP)@#,E94**/&,("<(8RIP&X"(L5"IDXRKC M"+2E+8_`&""*@.S25)_2H7Q,!+#X$Z]"`$\"^*'RS11R.&&,@UBXMK3EPHT! M(N'49)EKDN%$58;&(S4!<@O,R]:&MERVL3\DFW25E+D6*500JLEY#",2M$=C M01N?)0B3(AA+$R=>&YL3P<+&8^P014(TI,PP4+OOM]!7Y,W&8P9MY2GAU!6. M0)N<$\&5MF,L$2DG6S)EKFUR%0A)5BE#A("[4'HGEEMBMGHX<5V=>P'_FX]@ MN`J[+ST7I)8QG\XF3=,.V[ZJ.PK9LAB(%(M'`B6?W^2\`TVDDVZ=6L9HDW"& ME(QF'R%PSF1),K85LP$P$L'YPT%P!%`*R\N':YI$,*;&-'W+T*4?!K.YP?R= M0:SW)I?EQD'A][@)2:Y2R\QMU.M(/HO@"+2=+=ZPW)B?NV'EV,MLQ@UC:H9S MGL1.L[!Y1PA32L1DV^?VD^RN""27\6@J.(*;;%8_'R(U(ZG-6L9&$$4R9H(T MU`PS@L-)(2%,CA@FE0RE,P\.@ECNPNXSM5XY9LDNAVN]'P3<5ZLH(5#&$<23 M2,623<)!$%-<,?BY-"LS*=>3+M\:AFS*!`'%Q%=N(PR+(&47P0.^<@) M(P)(R9@.'(0V/6=O+%P48Y5HCY!4IMRUTS=OR!#QY@T9(N9NR/A-GCS0N*E* MLCE3R\`N'AL93G-V' M=K*#;P$FS8K4"6*D/#Q&STMPQZ_K>S8/2;;Q',<_)S\51]+=JG M^M1YAVH':Q^L8NBGK?D.P;SIF_/P7/RQZ>'9__!R#]_U5/#0/%@!O&N:_O6- M_I;B\NW1P_\```#__P,`4$L#!!0`!@`(````(0#[8J5ME`8``*<;```3```` M>&PO=&AE;64O=&AE;64Q+GAM;.Q93V_;-A2_#]AW('1O;2>V&P=UBMBQFZU- M&\1NAQYIF9984Z)`TDE]&]KC@`'#NF&7`;OM,&PKT`*[=)\F6X>M`_H5]DA* MLAC+2](&&];5AT0B?WS_W^,C=?7:@XBA0R(DY7';JUVN>HC$/A_3.&A[=X;] M2QL>D@K'8\QX3-K>G$COVM;[[UW%FRHD$4&P/I:;N.V%2B6;E8KT81C+RSPA M,S*A/D%#3=+;RHCW&+S& M2NH!GXF!)DV<%08[GM8T0LYEEPETB%G;`SYC?C0D#Y2'&)8*)MI>U?R\RM;5 M"MY,%S&U8FUA7=_\TG7I@O%TS?`4P2AG6NO76U=VJ^>?__J^5/TZOF3XX?/ MCA_^=/SHT?'#'RTM9^$NCH/BPI???O;GUQ^C/YY^\_+Q%^5X6<3_^L,GO_S\ M>3D0,F@AT8LOG_SV[,F+KS[]_;O')?!M@4=%^)!&1*);Y`@=\`AT,X9Q)2"M.69EN`YQC7=70/$H`UZ?W7=D'81BIF@)YQMA MY`#W.&<=+DH-<$/S*EAX.(N#UO5D"53,+2L?VW9`X M8NXS'"LY1ZMAUC_J"2SY1Z!Y%'4Q+33*D(R>0%HMV:01^ MF9?I#*YV;+-W%W4X*]-ZAQRZ2$@(S$J$'Q+FF/$ZGBD".S1P M1%H$B)Z9B1)?7B?-AOZ'&(KA\1JCX_M\+H> MSHX;.1DC56#.M!FC=4W@K,S6KZ1$0;?785;30IV96\V(9HJBPRU769O8G,O! MY+EJ,)A;$SH;!/T06+D)QW[-&LX[F)&QMKOU4>86XX6+=)$,\9BD/M)Z+_NH M9IR4Q>Q,O91&\\!)0.YF. M+"XF)XO14=MK-=8:'O)QTO8F<%2&QR@!KTO=3&(6P'V3KX0-^U.3V63YPINM M3#$W"6IP^V'MOJ2P4P<2(=4.EJ$-#3.5A@"+-2[\JIB4OR!5BF'\/U-%[R=P!;$^UA[PX7988*0SI>UQH4(.52@)J=\7T#B8 MV@'1`E>\,`U!!7?4YK\@A_J_S3E+PZ0UG"35`0V0H+`?J5`0L@]ER43?*<1J MZ=YE2;*4D(FH@K@RL6*/R"%A0UT#FWIO]U`(H6ZJ25H&#.YD_+GO:0:-`MWD M%//-J63YWFMSX)_N?&PR@U)N'38-36;_7,2\/5CLJG:]69[MO45%],2BS:IG M60',"EM!*TW[UQ3AG%NMK5A+&J\U,N'`B\L:PV#>$"5PD83T']C_J/"9_>"A M-]0A/X#:BN#[A28&80-1?F#R`Y+<&ULC%;;CILP$'VOU']`O"]@;MF@D-4FA+12*U55+\\.F&`M8&0[F]V_[Q@" MRV6[R4L2C\\"D+[9EP05D5ZLBP=(U4"4MI=0SUW[_BNWM=$Q)7 M*2Y814+]E0C]8?WYT^K,^)/("9$:,%0BU',IZ\`T19*3$@N#U:2"G8SQ$DM8 M\J,I:DYPVCB5A6E;EF^6F%9ZRQ#P6SA8EM&$1"PYE:22+0DG!980O\AI+3JV M,KF%KL3\Z53?):RL@>)`"RI?&U)=*Y/@Z[%B'!\*R/L%N3CIN)O%C+ZD"6>" M9=(`.K,-=)[STER:P+1>I10R4+)KG&2A_HB"O:N;ZU6CSQ]*SF+P6Q,Y.^\Y M3;_1BH#84"95@`-C3PKZ-54F<#9GWG%3@!]<2TF&3X7\R:RCS4'=_P%I:#`*X=B)`Q M592ZEIR$9.7?%H0N5"V)?2$!CPL)`M.-SO[%>3%P-NQ[#WG^]1#,-IU&G0A+ MO%YQ=M:@XR!@46/5OR@`YDZ6-HE>J/_I!`(IDD?%$NH0(4@@H+;/:^2Z:&4^ M0T62"V@S!_D3R+:#*/T5<=09!L1CUEV'Z%SBSO#FXMMCGWT'40T#.O1B0#&& M8KS?&UW."JQR[@[>M`;@[D68G+N=(WQW'%HTATQ(=G/$E"2>0]!B?,[^'#K>1Y]D3C:/AOHU\ MRQ_3[X;[+EHZUG@_'NY['EI.SH>1K7*XA(">5[C(_F.^9%6 M0BM(!B%8Q@+&,6]?A'8A6=T,Q@.3,,F;GSD\W`0&DF4`.&-,=@LXV.S_"JS_ M`0``__\#`%!+`P04``8`"````"$`[CX+/(0"```6!@``&0```'AL+W=OJ@H$]@Z-7Z\Z?50>F=:0`L08;.%+2QME_&L>$- M2&8BU4.'7RJE);.XU'5L>@VL])MD&T^29!9+)CH:&);Z'`Y558+#C>)["9T- M)!I:9M&_:41OCFR2GT,GF=[M^PNN9(\46]$*^^1)*9%\>5=W2K-MBW4_ICGC M1VZ_.*&7@FME5&4CI(N#T=.:%_$B1J;UJA18@8N=:*@*>ITN-S,:KU<^GS\" M#F;TGYA&';YJ47X7'6#8V";7@*U2.P>]*]TKW!R?[+[U#?BA20D5V[?VISI\ M`U$W%KL]Q8)<77\[()+\8RD[=ELI38;!(*%`,I' MH'Q`O*@4(>=7ZL"^^\_YY=E\(`[2`33W/9@F[C<`7BCCB3E?V8%/E"\'XJ`< M0$$9+Y9WE?&4C)7]B4MP\\>YNUTG%A:O+`30./'M<"U<3_P0#1]P+'M6PSW3M>@,::'"K4DTQS)T&.RPL*KW([95 M%@?2_VWP_@4\ITF$X$HI>URXJV.XT=?_````__\#`%!+`P04``8`"````"$` M0^I?;5@#``"F"@``&0```'AL+W=O7;`2:P%C&QGL_OW'6-@N>R&[4L" MXS/',V?&C)?WSUEJ/!$N*,M7)K(IE0R$#);G!R7)D/*-C[IKU>EOK\H>0J6L^&.+/KGM/D&\T) MB`UE4@4X,/:HH%\390)G>^`=E07XP8V$'/$EE3_9]0NAI[.$:D\A(957D+R$ M1,0@*-!8[E0QQ2R%`.#7R*CJ#!`$/Y?_5YK(\\KT?&LZM9PM=SY%4W\\!%NG4ZH38HG72\ZN M!G0S[_:723D-I.IEL=&@6=D)QFY7E^$L+,^G2QZ]+O.^MQ9]+X_ M47O=+WK"`JX#*08>'_.DKO99'SWD]R3+"3V1+TE08,;NH&3Z!K!IK<[UX M<-6WNF??H`"FSM`>H@!&R]`>P36EM-L-$5P3"GPBWS$_T5P8*3E""(XU@R)S M?='0+Y(5Y;P],`D7A/+Q#/=!`G/.L0!\9$S6+["QW=PPU_\```#__P,`4$L# M!!0`!@`(````(0"B_Z71+"P``+BV`0`9````>&PO=V]R:W-H965T7B5`)C^^'__^?GCW5\W]P^W=[\^G43O3T_> MW?SZ/3Q>__IZ_>/NU\VGD__>/)S\W^?__9^/?]_= M__OA^\W-XSLE_'KX=/+]\?&/JP\?'KY\O_EY_?#^[H^;7_K*M[O[G]>/^K_W MOW]X^./^YOKKTS?]_/$A/CT]^_#S^O;729IP=6_)N/OV[?;+3?/NRY\_;WX] MIB'W-S^N'_7X'[[?_O&0I?W\8HG[>7W_[S__^->7NY]_*.*WVQ^WC_]]"CUY M]_/+5>_W7W?WU[_]T,_]GZAZ_27+?OH_1_$_;[_KKU0B4OP6]W=_].T-[79$C?_.'HN]M/+\'T_MW7FV_7?_YX MG-_]W;VY_?W[HU[OFGZDY">[^OK?YLW#%SVEBGD?UY*D+W<_]`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`OQ/O__J%]\DQ24QGTXT<_2K[8-^:__K MYX_EGF=*C@KFESN:/L[/GX/C^0ET,/(\@TJSCZ:5>YY7SS^=GT;PL_BYE7MJ MCUQQS_/K.=U/IX-'_CR?2A^YGV1G3ZO0)Z./9IGSTPP>DY][!TE'D\_YV0=) M?DH>)/DY>?A]H:7N>5(^/R?/D[#T&3B:F?7#F?E!;Y?/[YEZ_\Z]9Q:?&LC> M&A,Z>6O,'D\]'8@K\=/[9#72XB\_DQO9MQP^X*B:AYI%4"V8[:T"J')VED]J M%T"G4?"8.@50'#ZF;@%4.0L\[15`\6EPN'X!=!I5\@]\4`#%X=O"L``Z^NE& M!5#PL,<%2/!L3XZ1ZNEI_C%/CYGH]"SXP6;'4%`;\V,BBL,N711"E_D'M"R$ M@LFV*H*BH"#7QU#E,@C:I$SNW2]XHK?'R%F0LF-D?XQ$F\MCGJ2#;GO77SU-&SY=V-*Z?^K?+T+-#)>7-S04=O.<[+FZ,">9VW-\>$ M3X&W-\?$44AY??/4T0OC%/ MJTCDHS=H5^!R=$P5Z"PJ?/1%1A]1]4*C#Y[[7)%KO9,K\F3QH[GV#^?ZLT)/ MOBM7Z.E`4NA9QS="IAD.M,*!=CC0"0>ZX4`O'.B'`X-P8!@.C,*!<3@P"0>F MX<`L')B'`XMP8!D.K,*!=3BP20=R\_(T#MX/MD50%/S"LRN$`HOW!5#E+'S3 M<(54^*Y?+Z+.@X?N_*3)_8"5\U!//Y.`\M,+*#_G@/(3$2@_.X'R4Q8H/X^! M\I,[H()?%9R?\4!Y#8#R;@#EA0'*6P245PLH[QM07D*@O)E`>5V!\@X'5&"C M*Q*[FG0YZ!5O30F=>VM*!W)O32'3#`=:X4`[ M'.B$`]UPH!<.],.!03@P#`=&X<`X')B$`]-P8!8.S,.!13BP#`=6X<`Z'-BD M`R_S8AL.[,*!?3C@W-%(_6BD<33B7[V70SO_\AV,^-?O8,2_@`##B7\6#$?\R'HSXU_%@Q+^0!R/^E3S4,3I:,#C_\@+E7_.# M=/^B'XSX5_U@Q+_LD.WGPL'W'4T&=S0;W-%T<$?S03?*/\ M)22T%L:'5U\J%\&ZI)Y"ZKWG2S3!;^(-))I(M)!H(]%!HHM$#XD^$@,DADB, MD!@C,4%BBL0,B3D2"R262*R06".Q06*+Q`Z)/1+.,<+6.=;.L7>.Q7-LGF/U M'+OG6#[']CG6S[%_C@5T;*!C!1T[Z%A"QQ8ZUM"QAXY%=&RB8Q4=N^A81LDCT MD1@@,41BA,08B0D24R1F2,R16""Q1&*%Q!J)#1);)'9([)%PCA&VSC4XA;US M+)YC\QRKY]@]Q_(YML^Q?H[]MM@NVR7<=56QPXK&>0F45BT03 MB182;20Z2'21Z"'11V*`Q#`E+I[F1D53XVAVC#!CC!D3S)@B,4-BCL0"B242 M*R362&Q2(GW6=6/=L9-;S-@AL4?".4;8.M?@%/;.L7B.S7.LGF/W',OGV#[' M^CGO7\E[FF,!G3>P+(45=.R@8PD=6^A80\<>.A;1L8G.JUCVU+&+CF5T;&.] MU,9HC-[F2+;^4G=!'Y1J<^JVG4,GST$"BB40+B382'22Z2/20Z",Q0&*( MQ`B),1(3)*9(S)"8([%`8HG$"HDU$ALDMDCLD-@CX1PC;)UC[1Q[YU@\Q^8Y M5L^Q>X[E.D,8CJ#F?JD+3]F@YO.(*<^B\O'RO0LF_$&1?79 M7#Z605)GL%2?WBT[5KZ5=8-6KI7+5[Q1@A^U<7!7>]U3)4]9@Y%F=JQ*]'02 M59N`Y7_W:!'0YH-T&.G287JB3]G3[9BK,:7$1N MY8CDE_YP(=/FPW08Z>:.$VN3B?`X/0[I,S)@9,C(B)$Q(Q-&IHS,&)DSLF!D MR<8Y!3BV/.,>BIQ3'G&`15'W..05'U,><8)%4?#]S\#'M>I12)5HV&&DRTF*DS4B'D2XC/4;Z MC`P8&3(R8F3,R(21*2,S1N:,+!A9,K)B9,W(AI$M(SM&]HRHDM$U53(S!B%5 MR9QC4%*5S#D&*57)G&/04I7,.08Q5BYC\O6L#LW5L_&*$;4T M>J269J9A8`Q"ZJHR'\N@I$YDYAR#H.IESC$HJE[F'(.DZF7,42^7,?E> M3K;>>,6R.=VI(U@V!_N6U:.4TH/XITG78*3)2(N1-B,=1KJ,]!CI,S)@9,C( MB)$Q(Q-&IHS,&)DSLF!DR!B--1EJ,M!GI,-)EI,=(GY$!(T-&1HR,&9DP M,F5DQLBP.<>@I1;'G&,04XMCSC&HJ>4QYQCDU/*8LX+8\YQR"IEL><8]!4A8PY*N0R)E_(R<8YAX5L/&V=[K>3*^8X M_`>&ZA'NRM/PR*6_JSHXZ=+DA!8C;48ZC'09Z3'29V3`R)"1$2-C1B:,3!F9 M,3)G9.&1=*[HWVIN_2NX"7^9(_2OF09?7^6^KG\-_&G%^?P_\5'@FA_5AI$M M(SM&]HRHH-$X%30SF99E;XP&-[5>YF,9[-1ZF7,,?FJ]S#D&0[5>YAR#H_I, M%.<8+-6*F7,,GFK%S#D&4[5BYIQ,UK(YE@E;QA@JU'N*=/@Y$F(RU&VHQT&.DRTF.DS\B`D2$C M(T;&C$P8F3(R8V3.R(*1)2,K1M:,;!C9,K)C9,^(JAE=4S4S8Q!2:V?.,2BI MM3/G&*34VIES#%IJ[J MF7,,?JJ:.<=@J$YFNJL-N<8!-59;*ZITK.2308:3+28J3-2(>1 MKD?29HYJU;.S\%1^CU/ZC`P8&3(R8F3,R(21*2,S1N:,+!A9,K)B9,W(AI$M M(SM&]HPX9V`,/CJ#D,Y@I#,HZ0Q..H.4+K.RY'W&&;1T!B^=04QG,-,9U'0& M-YU!3F>PTQGT=`8_G4%09S#4&11U!D>=05)GL-09-'4&3^OEGN:K.=F`Y+": M_Q-5K[]EX).W;\_0J9/[.H"ZG]!CI,S)@9,C(B)$Q(Q-&IHS,&)DSLF!DRJ>*JWF-*@$:7)*BY&V1]+>C<_U7_"A^0Z' M=!GI,=)G9,#(D)$1(V-&)HQ,&9DQ,F=DP?I%OL%(DY$6(VV/9+>!GP8?N.YP1)>1'B-]1@:,#!D9 M,3)F9,+(E)$9(W-&%HPL&5DQLF9DP\B6D1TC>T;4RRB:>ID9@XTZBYAR#I^KELIQ\+^OWU5POPTGL!#]:*0<;&=3CE"KY5;C! M2).1%B-MC_B5\O&_7-OAC"XC/4;ZC`P8&3(R8F3,R(21*2,S1N:,+!A9,K)B M9,W(AI$M(SM&]HRHD-$T%3(S!AU5R)QC$%*%S#D&*57(G&/04H7,.08Q5@ MIXJ94,SI!B9!,0=G MA>MQV38G_@PV(DU.:3'2]DAV!CL*KH-W.*++2(^1/B,#1H:,C!@9,S)A9,K( MC)$Y(PM&EHRL&%DSLF%DR\B.D3TCZF6T2+W,3,/`&'34E64^5B9DR6_MNK+, M.08K=669ZLHRYQC,U)5ESC&XJ2O+G&.P4U>6.2-W1SNG%)T,WAEE]QV?8FOIL1:7)*BY$V(QU&NHST&.DS,F!DR,B(D3$C M$T:FC,P8F3.R8&3)R(J1-2,;1K:,[!C9,Z)N1I'4SS,4?-7,;DFSG9@>0-S9QN7!(T<[CC5URVO8EO M9D2:G-)BI,U(AY$N(SU&^HP,&!DR,F)DS,B$D2DC,T;FC"P863*R8F3-R(:1 M+2,[1O:,J)E1)#4S,PT#8S!2S<81%51<8I%518XZ*NHS) M%77E;1N`/7U;<*-V]33<`,Q3)5>6&HPT/9*>3(MJ9W&U$IQ';W%*FY$.(UU& M>HST&1DP,F1DQ,B8D0DC4T9FC,P963"R9&3%R)J1#2-;1G:,[!EQSL#4#8Q! M2)<96>*U,RCI#$XZ@Y3.8*4S:.D,7CJ#F,Y@IC.HZ0QN.H.ULL]S5=SLB_)X1JZ_+-3E70;DV#M'-Q_ M7?=4B;H-1IH>R2KY^&-/+0YI,])AI,M(CY$^(P-&AHR,&!DS,F%DRLB,D3DC M"T:6C*P863.R863+R(Z1/2-JY+)]A9Y.4SF#CL[@HQJ9CV504HW,.08IU0423;[_.MS-:I%P2>BFYS1 M8J3-2(>1+B,]1OJ,#!@9,C)B9,S(A)$I(S-&YHPL&%DRLF)DS/Z@<54_#?;\J9=N9&6DRTF*DS4B'D2XC/4;Z MC`P8&3(R*D#T,@6__(P+J."LQX21*2,S1N:,+!A9,K)B9,W(AI$M(SM&]HRH MGE$WU3,S#0-CD%+US,N8<@YVJ M9\XQ^*EZYAR#H:IGSC$XJGKF'(.EJF?.,7BJ>B[+R=>S%K5']9Q(WU&!HP,&1DQ,F9DPLB4D1DCAI%4D\S MTS`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`Z9S#3&=1T!C>=04YGL-,9]'0&/YU!4&DQTF=DP,B0D1$C8T8FC$P9F3$R9V3!R)*1%2-K1C:,;!G9,;)G M1-6,KKFZ@6D8&(.1JF9^/`8G5NZJZ-:ZS-%_)@R*JI;Q\:J6RYA\+:M9 MWU++R;<=+9J#;2SJU90J730CTN24%B-M1CJ,=!GI,=+W2/JAO]/W_D[,]%RF M_C>X<6[`B4-&1HR,&9DP,F5DQLB1K.MF@Y`VKYW1?$QWF^7-, M434*MQVIENU^XE?/B#0YI<5(FY$.(UU&>HST/7)P-3)_SGK`&4-&1HR,&9DP M,F5DQLB7%S#D&,U7,G&-P4\7,.08[5C/G&/34]6;.,0BJZ\V<8U!4UYLYQR"IKC=SCD%3G=C&'!5S&9,OYF0[DL,5 M<_E'IJKI[B7YE7(Q/-Z.KA=HL%(DY$6(VU&.HQT&>DQTF=DP,B0 MD1$C8T8FC$P9F3$R9V3!R)*1%2-K1C:,;!G9,;)G1)5HST&1DP,F1DQ,B8D0DC M4T9FC,P963"R9&3%R)J1#2-;1G:,[!E1(:-K*F1F,B']996X>E:)SH.]"53) M'&1P4I7,.08K5E7,;D2SG9@N05I9SN M6!*4$94RBJ129J9A8`Q&ZHHR'\O@I*XHHD?E0!CO5R)QC\%.-S#D& M0]7(G&-P5(W,.09+U1+B,]1OJ,#!@9,C+RR,$VB,'%KS&'3!B9,C)C9,[(@I$E(RM&UHQL&-DR MLF-DSXAZ&3U2+S/3,#`&(=7+?"R#DNIESC%(J5[F'(.6ZF7.,8BI7N8<@YOJ MY33GQ?#P1+K!35U-YD=CL%-7DSG'X*>N)G..P5!=3>8<@Z.ZFLPY!DO5RV4Y MN5ZN%>[VA?\.\].WA?==Q\&;?MU39;=Y,=)DI,5(FY$.(UU&>HST&1DP,F1D MQ,B8D0DC4T9FC,P963"R9&3%R)J1#2-;1G:,[!EQSL`8?'0-0X[!2&=0TAF< M=`8I76;E/Y>304IGL-(9M'0&+YU!3&PM%YN:;Z8DZU'#A?,Y?==U]*=2H*%44;6!GD5"/SH0QZJI$YQR"H&IES#(JJD3G'(*D:F7,,FJJ1RW+R MC:QRS36R[11V+?FVHZ5RN/.FITJ;.0TJ09JS\^4DQTF=D MP,B0D1$C8T8FC$P]XC_'>1;5*A?!A8U9#HF>D.`FP7F`%'S48\&/9P4^;S2"FX5TM5ESC'XJ:O+G&,P5%>7 M.LE],M2G+KY=-*\&M8 MO5:VD8E?+R/2Y)06(VU&.HQT&>DQTF=DP,B0D1$C8T8F'CD_^?SQK\_)1:S\ M>^>4(V:,S!E9,+)D9,7(FI$-(UM&=HSL&5$GHT7J9&8:!L:@HSJ9CV404HME MSC$HJ<4RYQBDU&*9-+G4"X_FM--_*R68C82O'YWPK=KI)2;Z6:\'J MIUXKV\K$US(B34YI,=)FI,-(EY$>(WU&!HP,&1DQ,F9DPLB4D1DC&9`(.H M.I?-.0955.:QGN!\[W:@DU\K5.-Q/I%:VG8EO942:G-)BI,U( MAY$N(SU&^HP,&!DR,O+(RU6EVMEE[K_@1/.8,R>,3!F9,3)G9,'(DI$5(VM& M-HQL&=DQLF=$'8U:J:.9:1@8@Y_J:#Z6P5!U-.<8'%5'-+^*K M1=&XVT17;AL5_&1N%UW57=%7ZO%5O2BK$5\UBL:;\56S:+P57[6*QMOQ5;MH MO!-?=8K&N_%5MVB\%U_UBL9=4S]SJ^@G*'G,]NNH5\?WH:E`T/HJN)D7CV^AJ5S2^UW$+7^Q^?-4O M>D"#^&I0-#Z,KX9%XZ/X:O0T_N'9K(?/'_^X_OUF='W_^^VOAW<_;KY)OM/W MYSK[=7_[>W)'9OI_'N_^^'2BSUS\=O?X>/?SZ:_?;ZZ_WMPG@.!O=W>/V?^1 MH1_^OKO_]Y/@G_]?`````/__`P!02P,$%``&``@````A`)WO2?D$!@``$Q\` M`!D```!X;"]W;W)K&ULG)E=;Z,X%(;O5]K_@+B? M$$,@(6HZ&@*$KY56J_VXIH0D:$*(@$YG_OT>8TAB.^6D[45IW(?WV.<]-L1^ M^OJS/"H_\KHIJM-*)9.IJN2GK-H6I_U*_>=O_\M"59HV/6W38W7*5^JOO%&_ M/O_^V]-;57]O#GG>*J!P:E;JH6W/2TUKLD->ILVD.NOV15>0:)E^)8M+\Z454ILV6X/U5U^G*$RKBOUABPA4%C/ZQB3[XM)^0.EG/>0P"'Y?(9Y8 MRS*6SB/N@-"I0$-[@^K0X(L-FZ'AW;C!('HEQ+CA@`QA(E0U'FYY7S49$%#5 MP)&++>`$9\O]Y6#(/J5I]H>^.4/#-;*0QK5,D+F0:1DQ;(-G/)DA"Q[Q[R"& M*<3:,`BR<2D-H<.!3!BVP(3WF!G?G4AF!)58)J1(R3WF&HFS$I;##UA):@\!$HN@L))1`_`B4(Q"4>GB!`_^@,&4Y@TFAB5,`X=!8PZCA(L2'DKX*+%!B8`1=C?GXX'N("D0H M$?,AA))(QN[GC*1[#[??&<9G*J4E(PD_?1P&C1F)$BY*>"CA,V+!%MZ%95K7 M6NZ>ZQM4(D")$"4BE(A1(ADC.#OA>REGYV/O2?0NR5:A:!T&C=F*$BY*>"CA M,X+9:EFF:"HJ$*!$B!(12L0HD8P1G*ETOX!S=7R2=CAOY\TRWI6^TS/LK<2P MIZ8]$];C-8_,+'MJ":N,VR,C->$)*F1F3(7UPN>0NV](>)P`1T(R3WZQX9 M7D7F,(UO?X1%WA7PF;"/X.$1?1S9"%'$%2'`)4(CEP,&N.*R2C" MVTXW-SYA.]L3$6P7)J5#J.T,&VPUIY1[_OX>'\'%DTR-#+Z9"-06X1(@C MD1!%&&J,*R2C".\K)/TSOM+;^$_;V?7V8S.]MCIRIE7N_S=7X\-DI6O=)S.UK( ME];+F>(W@V[6"^UKLH3C#;D]($LX?I#;8WHV>:?=T9?.77U]";O'LHZK+V$3 M66[W]"7L)7JH7#R.[/`QP^YW"0,YT`O*NJ=OA``UR.LY__!P``__\#`%!+`P04 M``8`"````"$`0!>;W,4"``##!P``&````'AL+W=OD,J9=1Y%F%0BJ0]E"@U\*J00U.%1E MI%L%-.\FB3I*XW@>"SDW0V>V0O.E-2R,"': M16ZASV->1:L(G;:;G&,$-NV!@B(C5\GZ>D6B[:;+SV\.!]U[#G0E#Q\5S[_P M!C#9N$V&[GY`#IDJ.7 M$8UIO=_&F^@>$\>.BFNGP*M7)%X1(=)SD36>:\66:S-K%W+M7O0QZXJI5PS"0\GX\*PX(QB33]K,NSJN4_2Y,A=>%?'=8H^=^D5`R[6Q'BN%0^Y*^_JN$[1YR9/E38`+]X"MN(A.'DJ3T=V MD@'YE=*R/X31)\>*S\CGM>4D`_(KQ;5Z"]F*S\CGU>4DL^Y`3Y-E>IYJUR-= MVQ"@2O@`=:T#)O>VYR4XS[_U/?S87?T';($K525O=%!#@5/CT+8_Y1JJ M&QC9=DUI)PWVP>ZQPI\EX*F/0Q074IK3P+9O__O=_@,``/__`P!02P,$%``& M``@````A``)D\CEQ`P``9`L``!D```!X;"]W;W)K&ULE)9=CZ(P%(;O-]G_0+@?OA04(V[&;Y/=9+/9C^L*59L!2MHZSOS[/:6" M4!UQO!!HG[Z<\YZV=/SM+4N-5\PXH7EDNI9C&CB/:4+R?63^^;U\&IH&%RA/ M4$IS')GOF)O?)E^_C$^4O?`#QL(`A9Q'YD&(8F3;/#[@#'&+%CB'GAUE&1+P MR/8V+QA&23DH2VW/<0([0R0WE<*(/:)!=SL2XSF-CQG.A1)A.$4"XN<'4O!* M+8L?DSD63S'-"I#8DI2(]U+4-+)XM-GGE*%M"GF_N7T45]KEPY5\1F)& M.=T)"^1L%>AUSJ$=VJ`T&2<$,I"V&PSO(O/9'6U\TYZ,2W_^$GSBC7N#'^AI MQ4CRG>08S(8RR0)L*7V1Z":133#8OAJ]+`OPDQD)WJ%C*G[1TQJ3_4%`M7U( M2.8U2M[GF,=@*,A87AE&3%,(`/Z-C,B9`8:@M_)Z(HDX1&8OL/R!TW,!-[:8 MBR61DJ81'[F@V3\%N3*H6L0[B\#U+.)ZGQ;IG47@6HFXUM#W^\%P\'@H_;,* MC*A4/,L;^JX??"*AX*PR:*@\[`:LK-+2\#)X\*@;MBI/6>TY$F@R9O1DP`J" M`O`"R?7HCD"X*K,J2EWXC^H.M9(BSU(E,B$[*"F'N?HZ<1T_&-NO,,/B,S2] M!3G#-C2K(#D-I/1<;UCH#4N]8:4WK%4#_-?A!;WV>S?7"&0PJ"$;[*H]@^G8 M].SVDJBLD;"TIDIHJAJ:P<";=!MN0F$=CK+F&NJ%7IM97#.N$SAM:'D3;&7W'9>#@&M4&U+NM[.9*@A6 M=3TE-&+62PD5IW$NI/8W"-:AH,A3Q["16G<1:$<-R@_/<,.P-`E=;E)L6XWGAP!\$EYVP939\2QXW M6\)79E^$R[4U55!8!NA8V@J>M7NUI3MO]@ZMOM/Z^8LGC5\T>7B7MH,MV]U] M+=)5NUN?->MFMVL%^A[R8;?R5YUJU'&!/W5H?IIX] MN45K[5-W!%\3:+?K#CCD%&B/?R"V)SDW4KP#2<>21PFFCDGJ0="B_+INJ8#C M37E[@-,LAF^:8P&\HU14#_(%]?EX\A\``/__`P!02P,$%``&``@````A`#:( M($#"`P``_`T``!D```!X;"]W;W)K&ULG)==CYLX M%(;O5^I_0-PW8`A?49*J&33=2ENIJG;;:P>>QXL3J3%?L)8T\.;`NAH+>.R. M'F\[@LL^J*Z\P/=CK\:T<56&53K MBSGI:MP]/;^J2N4Q>KK\>&=7A?@>]7M,3%>^[^X29]38N. M<780"TCG*:&WGC,O\R#3=EU2<"#+[G3DL'$_HU6.EJZW7?<%^DG)F6O?'7YB MYR\=+?^B#8%JPSS)&=@S]B31KZ7\%P1[-]&/_0Q\[YR2'/!S)7ZP\Y^$'D\" MICL"1]+8JGS+"2^@HI!F$40R4\$J$`!_G9K*UH"*X-?^\TQ+<=JX8;R($C]$ M@#M[PL4CE2E=IWCF@M6_%(2&5"I),"2!SR$)@J\S@\,A>*D%+X(T0E$\+<%3 M=OKJY%C@[;IC9P=:#@3S%LL&1BO(+,NR_&U9H!XRYK,,ZD.!YC"7+UOD^\': M>X$)*`9H=PM9Q,,M@1(S27X'22^(!QXN1J"0MI$0NN3^_+X;D4$PDZZC&T&7 M`7JW.P5!<2[0TB0>)HE\C#!L@!;=QKA\"6]!VW=_:@OT=Q MYMNZ]?=I$EX[RY`-O3Y?MH1MV58]=XI1L@-_&6OU4KIU`$4I0KYI/->!,`JN M[6@(CTWAM@L9L M3!+Y&&'8D-<$;1L=7[82-F?A9MDJ1'41"N(@M*=`!V(4^=;JR?7WZ/>K-OLO MNB5LZH;NL83M%#16]DDB'R.,LB/8X?6ZSUL%?=1D_PS4F)-I)!]%3"_RK)O= M0TB=C*-[_\`,>U&8)M92CB.E!'G6:AYG=I`Y(^'O9+\'+===6YS!2U*B7220?S6)Z@9%T M+^,[$MR\[:5]LR4-C+I*9$F0V@>R`:19YML'VP#7 MWVW;?P$``/__`P!02P,$%``&``@````A`"ZB_1[8!P``52$``!D```!X;"]W M;W)K&ULK)K;;J-($(;O5]IWL'P_YF0;&R49!9OS MKK1:S>Y>$XQC-+:Q@$QFWGZKS]!%/,XH-R'YJ*KN_KNZJ8;?[J34SIY/R7-2[ZOQ\/_WG2_AI-9VT77[>Y8;3%H3SE[:R^E&>XLZ^;4][!G\VST5Z:,M]1I]/1 ML$US:9SRZCQE$;SFEACU?E\5Y;8N7D[EN6-!FO*8=]#_]E!=6A'M5-P2[I0W M7U\NGXKZ=($03]6QZG[0H-/)J?"2YW/=Y$]'&/=W:YX7(C;]`X4_5453M_6^ MFT$X@W44CWEMK`V(]'"WJV`$1/9)4^[OIX^6E]GVU'BXHP+]6Y6O;>_W27NH M7Z.FVOU1G4M0&^:)S,!377\EILF.('`VD'=(9^"O9K(K]_G+L?N[?HW+ZOG0 MP70O8$1D8-[NQ[9L"U`4PLSL!8E4U$?H`/R7ZM==[B?.O;, MFIM+L)X\E6T75B3B=%*\M%U]^H_96#P2BV'S&'`5,9:SA6LZ%@ERQ='ACG#E MCO9JYEKFVG&O.\ZY(URYX^(F/XA*1PM7T>#\)L#P3*+)NHV[_*'NZ9^G<#J MAV#M)2=[B>61)D2*LL202?M6SD*RDBB/),S]%"8"\K&%A?;MP5VO[XQOL#@* M;N-C&VMHL1$69"60L%L=!#H(=1#I(-9!HH-4!QD#\%..9FG+KAJ@G)0/5M5' MR$?"$/G$P'T!5`]4!Z@T&V$A7+8Z"'00ZB#20:R#1`>I#C(&^EI9[KA6L)%\ MA%8D#&R$OB@:/-P'HOU$+&*NB<60LY+EZX94 M7F`UI\=C*M:6HYY5@%&(481CQ=@JP2C%*./(HI7V4`92Q_8WI9_(P,M>^O*` MU9RDE((Q]P:XX6@@`[(*L&.(481CQ=@JP2C%*.-H3`92AKY#!E[']F5@"):= M6!0;4F[HV<`17&1!L%BI/9!*&@A'1\8*,8H$4LD6"V31H^C<6CK:8311%J*; M*4:90*3]8;J0,K.O$SLWTV=8=ZB*KWX-XX)5,))&#G2*CN^1K%!],3$TD(^A M019Q-*?CL\W>TX,K)PW$\$+>V'PNQ8P$ZBO''=6,)L)*H12C3"`L%:DY^U*- M2`(EI=2$EZBJ-9^\,B,RP7-3)LO*7&E/+F&E$F_+D:W&%W"TA*F1L9:6=GX, MA:/J1(3#Q\)*A4]N"I\*1Q4^XXA.SC#32!7Z#OEXT:I"^[#,B7QV?ZVM3&U! M;(252H^M0""_U&KAJ@*8IQH/OZ2YZ*[A';-^'@]%)+>7>]Q-M1<+JZOM)<** MM>?8BS5J+Q4VJKV,HQ&!2>G:%_C7EC(O@/NZ,V0/TE9/M8W%K?IIRY"C\BK@ M5@[;T)9S>.6!#*M> M^V2=HWRUM%<3&V&E\F5U7>^*%(I;*K4@@U6(LT-46DYM:3$4LU6+&T8CVY`QP M+9N_U)>W2J1>/6"SHP24K**2\3GJ%40;C+88!1B%&$48Q1@E&*4890*AJ@@^ M.P[5N;Y-4G,M!=E)0LTT^91)-L[>5+`OD^R#SZELGLM->3RVDZ)^(5\=;5(^ M2LP^B?HK#]Y8@-0Z7WMP.A_AENF1,^C('=ORB"3X#I3GX$.[J;4"'V0?Z41K MW(=08Y%\&YH8:<&'!NBA08OS.(?XHPYS#]XEXZ[Z"P_>HH[PI0XZ\'+ ML1%N69[/Z@Z^9]/=X0#_OE#"H]RLK* M\Y@IN/5G-*K]OLP+O\K?3\6Y92)U<UKL29H"VC^IBOQD_FVYJS<;3IW5GT%]E\=%(?X^:0_41U>7NE_)< M@-MPGO`,O%35&Y8F.T0P>$I&A]T9^*T>[8I]]GYL?Z\^XJ)\/;1PNFV8$4[, MW?WPBR8'1T%F8MFHE%='.`#X?W0J,1K@2/9],[9@Q^6N/6S&L\7$=HR9">6C MEZ)IPQ(EQZ/\O6FKT]^LR.123&3&1>"3BUCVQ#&-U.%(3`M#M$?_@8V\?ZY2=T"X??M9F3^NZ^AC!10>GK+ED>`F;+JJ)9+"] M]UGYMZA`1E#E&64V8W`04M!`OK\]+4UG/?T&F)#E()3,&7WAR(^_]A#LJ@.6)66P$&MW2S/%$BQO@Z"'00ZB#2 M0:R#1`>I!!0GX)HE3LP@+M<7$)$*'`5+A9**I7K*MZS&A%/01V>NEGA]26\& M(0$A(2$1(3$A"2&I3!1/8#DBGN"B^N"E@S)P]8'SO0%+[+$,U1ZO+Q+#?$(" M0D)"(D)B0A)"4IDH8.)^R!N6.U.G=&YEU?T_T6>(3XA`2$A(1$A,2$)(2D,E$FBCVR_`MZ.^!8 MK4Z4$7FBA/B$!(2$A$2$Q(0DA*0R428*?RCSMVT% MXN1PFNK2TK'BB:MX/]`5BMX/8C`<< MV7*KGUXJ$UB`?"S3()P(M>**OF29KJZ9AFZ:;MIA/[GO&^SO9,X[4 MH.E=J+,W M'.W69$B+F:UFWA-50PY\@88!)%+DT96G5 M,FSU=,M,P^H6_2OKO'QMXE!MH>=(S=E"-XU7R3EC2`I"@#<>('\O9WS@<.8B M/M`S['$EG/^#H7KB8EC6-(ZNH]BGR*`HI"BB**8HH2BE(% MJ7/6F_G;JY)%FWB.;"5",^T7V!NJQ,+O4Q10%%(44113E%"4*DBU`=M0^4K" M>YK9LNO0'WSZ!ZNEOAYQI%FDW01[0]5@$=."@0(%M"JD**(HIBBA*%60:A&V MG;)%=Y+"NE1YL<'U&%;J;KUETNSU%GM]<2KJU\(KCL=FE%?O^.H*4ONT[C%[ MK[:U#'BQUMV8D2WXRJU[046V6+"E6UVT+?"6[OD:WX+4=240PG.AZ6QG+CQ5 MIOQY#OK7-FSG+CQ@I0.VM@L/'Z_PA0L/YJYPQX7G6%?XTH7'/E?XRMW"G3W= MX*U<[^H&?^7"PQ@ZP#<-%Q\_T"W1RL6'$'1#O'+AX&ULK)G;CJ,X$(;O5]IW0-Q/ M".2,.KWJA$"`76FUVL,U34B")@D1T-,S;[]E[#+8Q3`=:6Y"\N5WN5PNF\(\ M_?;U>C&^9&65%[>U:8_&II'=TN*0WTYK\Y^__4]+TZCJY'9(+L4M6YO?LLK\ M[?G77Y[>B_)S=#RWKDE^,[D%M_R(C>)XS-/,*]*W:W:KN9$RNR0U^%^=\WN% MUJ[I1\Q=D_+SV_U36ESO8.(UO^3UM\:H:5Q3-SS=BC)YO<"XO]K3)$7;S0]B M_IJG95$5QWH$YBSN*!WSREI98.GYZ9##"%C8C3([KLT7VXWMA6D]/S4!^C?/ MWJO.=Z,Z%^]!F1]^SV\91!OFBFY/Y:+883VR0&Z]95?LY,VD:Z5M5%]?_N,@6IK@11QB!JS#B+$;.+X1[AWV;`<'W0U[EH"=?'?%V( MAG!]L$M8I8VS<'VLRY5H"%?1\(/AL2$#>4*P5.23_=')M&4RP9Y1@-Z$.(AW$ M'6!!Y&3X8"'^C/`Q,RQ\Z-$&03L*;1!;5&`33P<['?@Z"!"TO=@+=4KV*,%N M0AU$.H@[0(D5;#T_(U;,#&R>2JI-5*\W7,/R6>;C5)5LI01'YA&R(\0G))#D MNUWMI02["@F)"(F[1(DC[,0_(X[,#*QZF"T9H^5$B])&B(8"*24X.H^0'2$^ M(8$DK3^:-WLIP:Y"0B)"XBY1`@EW)B60_;=RW.*8NHD7=K[A9`9WFTX$9UJ> M21$V\PC9$>(3$DC2[6RI=K:7(NPL)"0B).X2)4"PGRL!8C>'&>3"@S<'9D:- M'"(3$G`R;9X&FBID3TA(2$1(W"7*T*%4?&#H M3*T.71#^D,'*I*T@;?W@<=()SXX0GY"`D^[0"0D)B0B)NT09.BMZ'QA[(U<' M+Y`S:8I,9VSK^RT*IC(S/$2PS\GM9K;0:H8=JN:-YF'4>:#K`WZ8XVZWL4M.Z$:&;0G0A5PATZZS$J M&G?4,+-*]X$P\\(8*B[<0C>L^H+(M]FL;_$H:-/'0S28/CM4B?19]819]-W- M9MT=;=;W:+5U)T0TZ$Z$*N$.G?48%3W9S"KA!\(L"N=NF`62Z:/535M;"-KT M\03Z43;SAHY('UBEZFW31S.M-P%V)KW1)GV/@M:;$,W\()E5;^BDQVBG)YE9 MF?Q`E$55W8YK8W/4)K-68VU1T&:/AV@P>W9"-8/TE#O+8J%-HH^VN@FMNZ2U MV6.;UJ40T:!+$:I$0I/E%:.@)Y_!\B.19G+M)LA1ZW3`3B)!U+UU4Q12%%$4 M*TC=\%B]^T".\/(85G:[X0G$CS6;XL4FR*-H1Y%/42!0I^[94Q12%%$4*T@- M`ZMJ,0SP?;AVA4-I,G\"=:-`D(<-6]6.(I^B0*`F/;CC_%2;'_Q=L_*4;;/+ MI3+2XHV=6#M3N!=+S(_3(:/@/+VI,%,.KR]>FG6BQ6YC@Z$>?=_3PC>/".1^U'S@N',Q1 MOIFX<*A%>3!QX02*\I>I^]([L,W4A4,=:&#)$<#KCWMRROY(RE-^JXQ+=H1D M&X_8>X.2OT#A/^KB#OL;O`0I:GCQT7P]PXNN#!YMQB,0'XNBQA^L`_GJ[/E_ M````__\#`%!+`P04``8`"````"$`'<%^VJI'``#OCP$`&0```'AL+W=O1K=^OV?T/-+P/T%6]5=%(C45$[_N^ MO4$@),)$$#0`$J5_?SV[TOV1BT#KW<,_)\F>D9N?WTW__^^-L/ M_WK_^NW5#^]_?_?IEP^___WG5[_\U>_7#EZ]O?__E[6^? M?G__\ZO_O/_RZK__\G__ST]_?OK\CR^_OG__]0?+\/N7GU_]^O7K'S^^>?/E MW:_O/[[]\OK3'^]_M__RMT^?/[[]:O_S\]_??/GC\_NWOSS_Z.-O;Z9K:UMO M/K[]\/NK188?/Z^2X]/?_O;AW?N=3^_^^?'][U\723Z__^WM5UO^+[]^^..+ M9_OX;I5T']]^_L<___BO=Y\^_F$I_OKAMP]?__.<]-4/']_]>/CWWS]]?OO7 MWVS<_YYLO'WGN9__AZ3_^.'=YT]?/OWMZVM+]V:QH#KF^9OY&\OTEY]^^6`C M&%;[#Y_?_^WG5VGR8[G=V'SUYB\_/:^ANP_O__Q"?__PY==/?^Y__O#+R8?? MW]OJ-J,&"_[ZZ=,_AM##7P;)?OQ&?KWW;,'%YQ]^>?^WM__\[>O5IS\/WG_X M^Z]?S>]-&](PLA]_^<_.^R_O;)5:FM?3Y\5X]^DW6P#[_S]\_#"P8:OD[;^? M__WSPR]??_WYU?K6Z\WMM?6)A?_PU_=?ONY]&%*^^N'=/[]\_?3Q?A$T&18J MDDS')/9O)\F2'ZZ//[1_QQ].IZ\G&VM;0_$EO]L8?V?_CK_;>+TQW=R>/2_U MDA]:VN?AVK]>P9,7E=$>F+]XRARW^>;T.?_AR3E]O3];FZ]_9-*?NYO!'K)T5=B-3 M]W+X8_SAB@-U*Z6C<4RVM-R6QS MLOG=P[V[N@%K5EQ@MV;CQ=OIAF^GPQ^^@E=EWG/93WU3W00/ MFZNAM.E`#'^,5==7ZHXVG8=F.'/\+8E?:DV^[L\,?XT\F*5=W9;;)G MQ9^Z.]LOWEZW?7L=_O!5O!K_VV[L\$>LIE7XG[FOPQ]>=+6ASMS6X8\HNI(W M,]_4AS_>[FJYRXS1R(&5Q=D?Z9NSK\\<+E]>UU!B`FL]5VPS,G8O@CRJ[D MC0,Q(R!6],:!F#$0*WDS=R*&/U[DS=R!F,/5%;V9NZW#'[&25EM>W\[G(&(U MEN8.Q!RNKKJ\;NJ<35UM>=W5.5Q=<;\T=U>'/\:UM'R!WRSFP)ZGU';>?GW[ MEY\^?_KS!YNH-*N^_/%VF/:<_#AD\\FT12L2TVO?FEVS&;$A2QK2_/S*5I]- MG'VQ.<%__66V,?GIS;]L&N_=&),UIHDH'C%,M`UI=UIAMQ7V6F&_%0Y:X;`5 MCEKAN!5.6N&T%6N&Q%9Y:(86] M;DP*,T,1\Y*XE\2^)/XE,3")@TDL3.)A$A.3N)C$QB0^)C$RB9-)K$SB91(S MD[B9Q,XD?B8Q-(FC22Q-XFD63[-XFL-3;-9;TV:K%I>SN)S%Y2PN9W$YB\M9 M7,[B4L+F=Q.8O+65S.XG(6E[.XG,7E+"YG<3F+RUE<+N)R$9=+ MN.S;)I$4\+ M>_K&#JUQ?+4.Z'_C^#JD&8ZO;E%V`5MFLV$6C_"?[+3";BOLM<)^*QRTPF$K M'+7"<2N4L+F=Q.8O+65S.XG(6E[.XG,7E+"YG<3F+RUE+N%S" M9=^6BVRY13PMXFD13XMX6L33(IX6\;2(IT4\+>)I$4^+>%K$TR*>%O&TB*>% M/:T.IC8G(`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`U$.13D2Y5B4$U%.13D3Y5R4"U$N1;D2Y5J4&U%N1;D3Y5Z4 M!U$>17D2)265LDIJ:U)?DQJ;U-FDUB;U-JFY2=U-:F]2?Y,:G-3AI!8G]3BI MR4E=3FIS4I^3&IW4Z:16)_4ZJ=E)W<[J=E:W,]RF+7W>M.=9`<@*0%8`L@*0 M%8"L`&0%("L`60'("D!6`+("D!6`K`!D!2`K`%D!R`I`5@"R`I`5@*P`9`6@ M*`!%`2@`P/?B1=TNZG91MXNZ7=3MHFX7=;NHVT7=+NIV4;>+NEW4[:)N%W6[ MJ-M%W2Z5V]5!V\Z#_W<.VD.B^J"]4)J#]E9ST(X@MWM'E%U1]D39%^5`E$-1 MCD0Y%N5$E%-1SD0Y%^5"E$M1KD2Y%N5&E%M1[D2Y%^5!E$=1GD1)2:6L4E%) M?4UJ;%)GDUJ;U-NDYB9U-ZF]2?U-:G!2AY-:G-3CI"8G=3FIS4E]3FIT4J>3 M6IW4ZZ1F)W4[J]M9W%8"L`&0%("L`60'("D!6`+("D!6`K`!D M!2`K`%D!R`I`5@"R`I`5@*P`9`4@*P!9`<@*0%8`B@)0%(`"`'PO7M3MHFX7 M=;NHVT7=+NIV4;>+NEW4[:)N%W6[J-M%W2[J=E&WB[I=U.U2N5T=M.T\N#IH M+Y\#'Z+K(_-"L=<=A%VB[(BR*\J>*/NB'(AR*,J1*,>BG(AR*LJ9*.>B7(AR M*BW(AR*\J=*/>B/(CR*,J3*"FIE%4J*JFO28U-ZFQ2:Y-ZF]3IOTD-3NIP4HN3>IS4Y*0N)[4YJ<])C4[J=%*KDWJ=U.RD;F=U.ZO;>71[ MTTS'+-F\:;CS"(!%^<:?1P!8&@%@:02`I1$`ED8`6!H!8&D$@*41`)9&`%@: M`6!I!("E$0"61@!8&@%@:02`I1$`EFX7FQ5+(P`LC0"P-`+`T@@`2R,`))41 M`)9&`%@"`&YM4;?+KBQ]4;>+NEW4[:)N%W6[J-M%W2[J=E&WB[I=U.VB;A=U MNZC;1=TNM[R^JL.P/9S\@L/P$%T?AA>*.4C;ZT;S`$:)(/=T1Y1=4?9$V1?E M0)1#48Y$.1;E1)134Y$N1?E091'49Y$24FE MK)+:FM37I,8F=3:IM4F]36IN4G>3VIO4WZ0&)W4XJ<5)/4YJD M1B=U.JG52;U.:G92M[.ZG=7M/+I-#7<>W69I=)NET6V61K=9&MUF:72;I=%M MED:W61K=9FETFZ71;99&MUD:W69I=)NET6V61K=9&MUF:72;I=%MED:W61K= M9FETFZ71;9+*Z#9+H]LLJ=M%W2[J=E&WB[I=U.VB;A=UNZC;1=TNZG91MXNZ M7=3MHFX7=;NHVT7=+I7;U6%X>-7J"X[#S^'U@7B4UM$3%Y5V5-I5:4^E?94. M5#I4Z4BE8Y5.5#I5Z4REY4>5'I4Z4DE>U'( M0(<];`=O[54AJG4,M]>%:%S'X6(QG7,M]>(:%S'?GN5B,9U`+#7B6A[6(Q-G+ M153K<&`O&%G$T0X].P>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L M.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>L.0>DV>M'Q%][`8EJ M'0[L)20:U^'`7D2B<1T.[&4D&M?AP%Y(HG$=#NRE)!K7X3*)Q'0[LY20: MU^'`7E"B<1T.["4E&E=S4!_7A[<^\9O`ED]S#X]*-R?8+BW>N3^\OZNXA!>7 M[(P2'2%V5=I3R?85BY)3>ZX7,VX;L_H2M^T^QK`-FG)SS>Z.BY]N;K=WIWK5 MZ<;S&\S67J^W5]7V/='VD+Q>?\.K&UZP_A9O>K"'VGRF(0\/N-DJ73Z^XE$8 MWHY+2T>WZU%VKW^L@]G&O%Y]>Q[U/,#GE[#9BA^7M9HZV5RK?VDK?@R;8TA1 MU%",HKT5'S\=7AUG[[KZ,TO#"^F\/=A<_1)2]$;I>FWN>BY;+2]:`;+;K)A8#A-@KN19+.\6V M:2_E&K4*B'DS(V9OZAK#.L@/CXV\8%6/3YG0D"8+:?F(BD=A0#LN83R[+E7# MV6RV\3V/JO@>%ZPV7&Z#&W\Z@>.V7LK=9DW(ULMJGV_6<=?(=G M*UZP3H?PYO1JE):.IDS&*`QF9Y0,7]\E[7H4AB+[BT6>*9GJN1M7VWUIU(.M MMC['=/#5UN="V[1]1&Q6L\WV2LN^_[3#Z7"?ZPO6Z>*V6-O%^'K(DX6T?$3% MHS"@'9QY5,7IN&"UL^T&ZS5K3L3_=] M23JL#O<=O6"]+FY3JM;K*"T=49F,4CW^[WXD[Z&B''>VHHQUWM)..=MK1SCK:>4>[Z&B7'>VJHUUWM)N.=MO1 M[CK:?4=[Z&B/'>U)-3L)$2_M)$0UYXR\M),0C>MP8"Y5>E#I4:4GE6R^48RT^4;5.H;;?*/&=2RW^4:-ZYAN M\XT:U['=YALUKF.\S3=J7,=ZFV_4N([Y-M^H<1W[;;Y1XSH`V'RCQG40L/E& MC>M`8/.-&M?!P.8;)<[F&U7K<&"GLA%'3<*\[7DZ:%AK&C_U?8:U4*IUT+!W M&VM\^QQG70L'<=:UP'#7O?L<9UT+!W'FM_^QQ-G17[4.&O869(WK<&!O0M:X#@?V-F2-ZW!@;T36 MN`X']E9DC>MP8&]&UK@.!_9V9(WK<&!O2-:X#@?VEF2-ZW!@;TKFN/KH/]RY M\8+SB<6-'M7YQ$*BR<5BIT%#CT#2CDJ[*NVIM*_2@4J'*AVI=*S2B4JG*IVI M=*[2A4J7*EVI=*W2C4JW*MVI=*_2@TJ/*CVI9(=Z,=(.]:IU#+=#O<9U++=# MO<9U3+=#O<9U;+=#O<9UC+=#O<9UK+=#O<9US+=#O<9U[+=#O<9U`+!#O<9U M$+!#O<9U(+!#O<9U,+!#O<39H5ZU#@=VJ%_$T=FMPX&=U6MX#@=V5J]Q'0[LK%[C.AS8 M6;W&=3BPLWJ-ZW!@9_4:U^'`SNHUKL.!G=5K7,U!=5P?+HB\X+C^'%Z?U8\2 M'<2+2CLJ[:JTI]*^2@,ZMML' M$C2N8[Q])$'C.M;;AQ(TKF.^?2Q!XSKVVP<3-*X#@'TT0>,Z"-B'$S2N`X%] M/$'C.AC8!Q0DSCZAH%J'`_N,PB*.C@79.6#-.6#-.6#-.6#-.6#-.6#-.6#- M.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#-.6#- M.2#-/K(@_MIG%E3K<&"?6M"X#@?VN06-ZW!@GUS0N`X']MD%C>MP8)]>T+@. M!_;Y!8WK<&"?8-"X#@?V&0:-ZW!@GV+0N)J#^KC^LEN&IGK+D$MV;=N4;[3CG;6TR`/W)`">V(/XJ4 MT;Z"U!%[+-BWD#HY>S38%Y$Z.7L\V'>1.CE[1-C7D3HY>TS8-Y(Z.7M4V)>2 M.CE[7-CWDCHY>V385Y,Z.7MLV+>3.CE[=-@7E#HY>WS8=Y0Z.7N$6"N@.>V# M2AW1"5G'?L&:@47@U/[UG8I]1FG\];;]B[L=MMJ;V((9BXL?!S,L.C-5F6"F M*=/>HQ48<<;`B$7'J"H3EVEML@BS.&&2QZ&1598(LBQSNRYNN3=KU=47K M-=97<,85G+.J0G!FD6Q+.Y!`CS,&>BPZ>E690,\BQX$T]]O9UYX`B`_$>I&. MF$>1*]AGGQ"Y9"#6H2`NRC"<(3J)51DF<1Q(@Y;U+)T*S&54<`BK"@SALH$X MEQ-:^?8AJ4YMA[`JPQ".`VGNU+/FII.,D8R!7(V1506&<-E`G,MJ(,REE:F[ MGN%>5;Y*L?AD\NMMNTWMZZ\?WOTC?[(=C"U[YP;J=<-O\<%DNP&IO77!I:H9 M&L/H6+GC<72HW.UH>QUMWS7*=^`:Y3OL:$<=[=@URG?B&N4[[6AG'>W<-#-4.=G#TBK!GJY.PQ8/"FN&.CE[7%@S MU,G9(\.:H4[.'AO6#'5R]NBP9JB3L\>'-4.=G#U"K!G2G-8,=40GI&Z&%H&\ M:[1F:/SUMMW:3TP,9BS.=[;VL4G\.$1GIBH3S-1EYLW-6/8ARD[&P(AK M.T95&<=H:FF&0\G&VF2[O:'#J1IB8J&=JDITJJH20=5W1G+5&TF`QB-QT*HR M#AI&LBF?.7+NJH5V[BK1N:M*!'??&4F@2`MM[9`:97,S"Y'+6#ODHGLR7VL\ ML58(,>Z)?1JS(SJ'50GFD"!NZ;)^:)%QPB-A-*.V#B$FZ%.TV,/G437LWB6A&_9&.ZI'^[/P!E<&:7)-NY6WPG-&BO:937G M([L4YFMCKZ/MAX82!Z'5)9H&^Y#"O,111SL.#25.0JM+-*<[IQ3F);[@DL*\Q%5'NPX-)6Y"JTLTH[BE,"]QU]'N0T.)A]#J$LVS#H\4 MYB6>.IJU62-XA)2U62[619IQ6.>%.*]BEYXZ(O##4.SB$R(9W69_:,T8XJ(, M0QDB$*0RS""7:4<#+K%OL`M5G=K`D,HPAURFV9-8R];)R'#&:(`BE6$6N4P[ M&O!)HV%`HPQPI#+,(Y79;G8KUMAU1L.01AD@266822JSU8S&>CTM8[U>1PPF MY_8?L3_<;ENXP'2.AY*L_QLSSH=3UI]??7GNFSJ/94;VYV"L7BS[69';)\K]V'8,P81MR6/]0;QD MK"6$?JXE+F MK2OUN-'O^7;[4D=K4CT&R-LU11>Q"NPK[BXNKXKMI4:^[32Q"2U?!=B$:&&P MO2Q?&&POBU4PF4RVVJ>,;:K/1T;K`!L+E<7&L;PLMI>QK#T`WCZ^:Y^8[Y3% MQD)EL7$L+XOMQ4>[*><0V'R>!UMWP,/3OB_H@,>'@^D\U%XW(!WP&$7MRLX8 M-LQ3@O[95K/'WZ4PWSSW.MI^:#A.'816EV@VQ$,*\Q)''>TX-)0X"6WQCH7. MR?HIA7CZLXYV'AK27X16CZ#9CBXIS$M<=;3KT%#B)C0?@9RDWU*(I[_K:/>A M(?U#:$M'\$AA7N*IHUGGJRA9Y^NBCT%.SZWK18Q7L*ZW(P(Y#,.Z7H]<.@[K M>A$791C$$($=E0%WXTCT]-QF)+T$=@_6\79$H$/!%S22!C,*`,,J0PX'$<1I=GKP>I7YAAEWT7/[9BF.)S-.W*)41'<[JVF)R:;,UG^HJ& M2$=SG\YE5<.YK&HXEUYCNC9KWS5K_:LO,95P+JL2SF55PKGT$I,-6RG-"7)V M**=K5,.AK&HXE%4-AQ(UMC?6FL-!=BJK&DYE5<.IK&HXE5%C2VAQ(*L*#F15 MP8&L*CB0TS5;X8&0-=0U0C:_"4,0)R<4UF!Z'%"S!M-%H&;=I(L+U+:F[2Y M+Z1J+G2,JCI!U]!$[MHDZW.V;6A['6T_-*RH@]"LMPZ#9UO-/ON0POP`<-31 MCD-#B9/0L'BG'>VLHYV'AGP7H2'?94>[ZFC7H2'?36C(=]O1[CK:?6C(]Q`: M\CUVM*>.9BV;>XF$UK*YB(S6HW7$G9X(/BAG#Q!KR#HY@0A5!Q"4$T10))`@ ML<>$71/VZI2S1X5-,'HDY>QQ8=>$/9)R]LBP_LHC*6>/#;LF[)&4LT>'31UZ M).7L\6'7A#V2[)(Y'3NJ>.&(14\X3SM>:LT;JG\<<\:Q30V`2.;_$Y MH!FGB-;GVW*1,ACBB:E@B$L$0UPB&&HFA)HY9FN@?*&7SH;D((TK!VE<.4@; M![>QMC%K5U6`QX,+\+A$@,1Q.T*R?H6:GCW&,^:_<]:J/$-9K07G([2 M)K=WL_:Z2(DPC&LG-$L1;9!<%=F-L.UO7A39BQB\!WL_-)0\"&UIR<,(XU-@ MN2!R%&'LBYR^'$<8%N0DM*4+!\:"CZ$MK3@8X35_C8GVD\1MM1? MZQ^MVG!FL8DEL?[1Q:6+8BVEQXWK6Z]_V"R@QV#X=M>ABU05&\+RJM@XZC70 M[!KM`4TOLGP58(NAA<'VL7QAL(&,_G>N?]C\(9;$>R/K7EVDLM@@EI?%1C*6 M[5S_2-AJ:-5C&Z&RV"B6E\6&XJ.5ZQ_VG*B/BZIB,Z&JV#*65\76XE4WMIHN MR)XF[53%MD)5L64LK6I]LV>&^5K; M5OEV,5W#^Z[M8KO_&`=;:Z)=7!RC)U.;@ZQGH^Q&2X_!K5'9-X"JA-,^M3=^ M.XMV5^7XX&H,S/+4;QH8Q3,R!9J=HLX^=$@YL5<*!K4HXL--Q-4U;&YS4Z1K9X&A6 M^1W-*K^C.>0'.[-9PX[URA@&XN3@;;VRQX$QZY5'D0"P7MG%!0#;<@T7:&)H M-O78*1`LEF8Y@]R.)[D9W0L"IW0QMWW9W+)WL1@]WH?FC(?Q`: M\A^&MLC?N71R%"%(?QP:TI^$AO2GH8V+W[EL&O)?A(;\EZ%Y?KUD MF5$FL[/03CLK;31:H`_*@"^/MF!>!(%<`C50"!5`$( M\LJ3K=UZ1U]F*@,NJ0Q`I#(@<7D9T$EE@">5`8]4!D`N+P-(J0PHI3(`D\J` MS.5E0"N5`:Y4!G"BC+5^OLZ7EK$&T.-0QAK`A3@=OH6`/>BL[46"4)Y""T)Y M"BT('6QII"!<`Z0!=IHLX)G5`9ZP`]LMI+MP#8E*G'H;VW/M!%*A/[4"X# M(I>7`:14!I!2&1")S=J>LO$%6EX&D%(90$IEP"25`9/+RP!3*@-,J0R8I#)@ MDLO(L:(`T^&O)=A(9\EZ$AWU5H MR'<=&O+=A(9\MZ$AWUUHR'S0-/-39D%(^=[,UYY1T,Q,6\/DO\/*LX;)1:H`+JD" MN%P`O;[=WH]A,V>>C"J`4JK@>SI>>]8K^<_'369#'K\&H%0!@%(%T$AC`(W? MK``VJ0+8I`J`D2H`1KZ4V^N0?*S/9>H.R4[V7M(A#>%-AS1*S?7D%L/I&#;# MJ'9"PZ!V0QN=UYMG]B($:VT_-*0_"`WI#T/C53;;;O@]BC`^G95MYCC"4/4D M-%0]#6TQJ,Y-,V<1@D&=AX;T%Z$A_65HD;Z]8>8J0I#^.C2DOPD-Z6]#6^S) MVIME[N*_(_=]:,C]$!IR/X96^='>*/,484O]L#9-*;,VS474M3;-Q<4ZF\A] M,M:T>0C&9;-I+F)@]BB'BU0!2"Y6F]PG8]=J_6=4`(12`?!(!4#?HH#<)V/M M7*<`8*0"P(\*@+]O%0"--`+@2`4`(!4`@>R^[,#LZFIG',"2RH!%*@,8EY-I(GIO">>M(L,H%`DPN$&!R@0"S6E6S67-UPII"K"IRKGTRW*;2/`XL6%/H M(G"SJ307%[AMR>[(FD(/`0;6%+I(%<`E50"78X6U=GK9FD)/1A5`*56(G2>M M/6L*_><+>[;6F\OU=CG5(Z@`^*0"@)&&`!B_50!D4@&0206`(A4`BKQ%RA[5 M)LVJ<50MX?KPBN/_[SL/G[/4G:)+3:?8W$]0/(P[Q="PO]T-#3M^ M:-B!'X2&?(>A824?A89\QZ$AWTEHR'<:&I;O+#3D.P\-^2Y"0[[+T)#O*C3D MNPX-^6Y"0[[;T##>N]"0[SXTY'L(#?D>0T.^I]"0+Z40D3#E$)$Q`04,.>U$ M).4$#)03-%!.X(#%3."!<@((R@DB*">0H)Q@@G(""LH)*B@GL*"FNAW)H:ENVG)H_*:M=;VY-3M#U1U/SE!5PAFJ2CA#T^$CY\O:II'TJHQC M595QK*HRCM7WRCAI51DGK2KCI%5EG#1?8?;OO#EL9@>O*N'@524^T<0KO,$=<0"L=W('F MV!-N;,N-1R`5D\L%I%()H$DE@.:BA)T)M`==@$H5`E2^CBQ2JA$@$IEP"1-`@0^>T2`)1*`%!:3R"22@21U8;9Z9[JD=3=D]W%^+_0 M/0U9FNYIE)HKDKJR/87PE,C2L@-W0QIND]/[:O0C!Q8O]T-!T'H2&](>A M+>XCWFKOK3V*`"0_#@W)3T)#\M/0?-GEOMJS"$'Z\]"0_B(TI+\,+=*W5U.N M(@3IKT-#^IO0D/XVM,6J:>^GO8O_CMSWH2'W0VC(_1@:[YWD7MJG"..S!)G> MM$Y-8;).S474M4[-Q<6@Y%9::]L\`L-*H!#C2N"."@"\10&YE=9ZN$X!<$@% MP!X5`'R+`G*G:P**-`*P2`5`'Q4`?M\J`!BI`&BD`N"/"@!`-E_V7@E04AE0 M266`(I4!B\O+@$\J`T"I#'!$&>L!W8R]F>KVVV+T*S3M$KX("4G=3IA,HZJ=\K MZ_#:W7"T>+-Y.U/E/$^'+Q'&,&0;STYUM3!.]?<6QD'W=?"-.]MZ*\%AK^HZ M[-^KZ_Q'WZ&RV#R6CQ9;S%AV(L^_ M%6Q`SU7KCGAX8[;,)VZ]'G;-P]=`;C[]89WN^#]6^C3(^O@Z<,P*99>VAD3^ MPM99^[A5\;`9#C\[H6'=[(:&LX.]T'"@V0\-^0Y"@P&'KLTQ]7'DV@SYCD-# MOI/0L'RGH6'YSD)#OO/0D.\B-"S?I6MSS,)A(=]#:,CWZ!KE>W*-\EG'.J)!!EO'ZB(R6L1"?)Z#K/=H M=A="M4=;_L#9^A#>G,R/TI:5H-U5>QSU7])SZCNA87>P&]KBC+7WK,1>Q&"( M^Z&!F(/0D/\PM.J@VMXF?Q1A*'$<&DJMP4#HEP8"=Y7*/NB.Q*YDLZHB&\Z8A&Z7N7 M-\:PZO*&:]BQ[*Z[MF@G.D]$[$4(=BG[H6''=1`:TA^&QKLMN?'M*,)0XC@T ME#@)#25.0UM:XBS"4.(\-)2X"`TE+D/SE21/05Q%"-)?AX;T-Z$A_6UHBPEO M>0+B+@*0_#XT)'\(#=1;I(%<`@50"$BPKZ\(-=Z_!D5`%04@4@2!7`X&B\//Q@%SLZ%<`D M50"!5`$(?K,"B*0Q`$FJ``BI`BAD`'I]4&<@0)/*`$AS+6!XTBCIW6!ZD6"%)<$$A:`$A:$$=:`$=:\$9:X$9: M\$5:X$5:T$5:P$5:T$1:P$1:L$1:H$1:[-!("VI("VA("V9("SY("SQ("SJ@ M61\D7EH?I%J'`^N#-*[#@?5!&M?AP/H@C>MP8//K&M?AP&X`RCK M8UC5![F&'"\T[$/V0\.>ZB`TY#L,#5-J1Z$AWW%HR'<2&O*=AH9\ M9Z$AWWEHR'<1&O)=AH;Q7H6&?->A(=]-:,AW&QJ6[RXTY+L/#?D>0D.^Q]"0 M[RDTY+/)&C<3":TA<1$9K2%Q$4.V%L1%R@D8*"=HH)S`@7*"!\H)("@GB*"< M0()R@@G*"2@H)ZB@G,"".DA?PUZ?92:AVCD M-M`QK'J(QC6PL^OI9N/CUI/U]B'!O0C!???[H>%Z]D%H2'\8FG5,<9VK,T_B M2X82Q_%3E#@)#25.0UM:XBS"4.(\-)2X"`TE+D,;5Y(^&'@5(4A_'1K2WX2& M]+>A+1ZSW6QO9+J+`"2_#PW)'T)#\L?0>/7(`X%/$693?#"JO:W=VA)W"F6M M+7$1=:TM<7&QTO1Y0&M2/`3CLGD2%ZD"&*0*@'"L(,\#VCR))Z,*@)(J'$4D M50"#"V>VVND<1T.K`O2N`X'U@5I7(<#ZX(T MKL.!=4$:U^'`NB"-ZW!@79#&=3BP+DCC.AQ8%Z1Q-0=U%V0W'+ZD"QK"FUF2 M4:J[H%ES+VY9'\.J+L@UL+,;<;BC<"\T[$/V0\.>ZB`TY#L,#<\O'H6&?,>A M(=]):,AW&AKRG86&?.>A(=]%:,AW&1K&>Q4:\EV'AGPWH2'?;6A8OKO0D.\^ M-.1["`WY'D-#OJ?0D,_:$3<3":T=<1$9K1UQ$4.V!L1%R@D8*"=HH)S`@7*" M!\H)("@GB*"<0`)#MRZCLYR`@G*""LH)+"@GN*#E!!B4$V103J!!.<$&Y00< ME!-T4$[@03G!!^4$()03A""GM0R^ZI#3^@,7D=/Z@U&D7P<@I`4?I`4>I`4= MI`4ZW,AM;>%7FRDCI-)C>=47O^L11'`IO8GIIS*GRE[K=U`=^/;`-1LH#4_2.VK^4'6@`/- M#W(<<*#Y08X##C0_R''`@>8'.0XXT/P@QP$'FA_D..!`\X,G\P/]6/];Y@<.?S,_.$JGOZ*D==4?CV$GOZ(4K3UK'=>XXR_R>4^` M20UI#UZG56O/+R(O_]:#.4XX$"3 MH1P''&@RE..``TV&==%^:']VZJU\NZJULJ[ MKUHK[Z%JK;S'JK7R]E5KY3T5+5SO<]'"]>H9RI&#T,":JA2QE:BI2A';*6IN M4L1VCIJ;%+&=I-8`%3&4V7`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`#!SUPT`,'/7#0`P<]<-`#!SUPT`,' M/7#0`P<]<-`#!SUPT`,'/7#0`P?]*0>G4T?OTQ9?4G[[Q*GLV'5^<=/5ZW9O M\>7EHZ3\+_OQ]5D:96FDZ2_,L+;*TS-(J2^LL;;*TS=)-EG99 MNLW279;NL_20I<5!LW?0[ATTO.8AN3QH^@[:OH/&UP0CEP?-WT'[=P"`I@ZY/$"@`P8Z@*`# M"CK`H`,.-/RGM)&N6H<98F69IF:9:EZRS-L[3(TC)+JRRML[3)TC9+-UG:9>DV2W=9NL_2 M0Y8>L[3/TE.6GK.D<3TUI,;UK/6@08OK$48^%MI$U MKNHZ#YM>XGN,``(WK.0X0T+B>XP`"C>LY#C#0N)[B-*YG M#3C0N/X:%_IXC>M9*QS$N,)!U`H'42L<1*UP$+7"0=0*!U$K'$2MHX##C2NYSC@0.-ZC@,.-*[G M..!`XWJ..^7@=%SW=FV_85P_[NX6Q_57Z;(]!E1^'\-.YNU9&T/.`PZ4WSD..%!^YSC@0/F=XX`#Y7>.`PZ4WSD..%!^YSC@ M0/F=XTXY.,UOK8+]+?GM\#>_Y;Y*)_/V)(VNDC3.TB1+TRS-LG2=I7F6%EE: M9FF5I766-EG:9NDF2[LLW6;I+DOW67K(TF.6]EEZRM)SEC1O3ZVF>7O6>M"@ MQ35OS\="FVO>GN.@U35OSW'0[GH>E^.@Y3MH>LW;\['0^)JWYSAH?LW;->!`X_IK7)CK:=Z>M<)!C"L<1*UP M$+7"0=0*!U$K'$2M-Z:DN-ZUD##C2NYSC@0.-ZC@,.-*[G..!` MXWJ.`PXTKNHX##C2NYSC@0.-ZC@,.>N!`O[_%8T_'=?W`_EO&=8>_ M&==?I9-I^S'J9-J>M?%5UB:@34&;@78-VART!6A+T%:@K4';@+8%[0:T'6BW MH-V!=@_:`VB/H.U!>P+M.6M*[]1N2N^L]:"-0`,.E-ZY/.!`Z9WC@`.E=XX# M#I3>.0XX4'KG..!`Z9WC@`.E=XX##I3>.>Z4@]?T_N;7O[R\?!U]^OKIQS_\ M[>7+SR_]RR^__/KA3Y__[^]ZF_#J^PM]1[#J'[Z\_/0_O].P_/O!X;=Z/5C/ MWH6]0T9G[]+>X6_Y['VT=UC[GKTK>X>>(WO?VCN\@IZ\BQ_DO7YH+WF7O@9] MN(VNX://11O+H^=ST6:KZ/EM_9.[S!_O9I)IY..1FOKJ0Q:1>7=I"4`]M1:?^K0[!]OA.!C;' M]S+P#OE*\4)]G729_>VET^Z2TDZ>T^Z2KJ:[&'2D#WUKJ+!A[WK0\2W#LOI# M]73+/NJ0=[),M9#370T\JF1R^H7OP(KOP,)W8(5WH%_[N#5[&WLW7.;&9=[P M<3L?MV.OMS?F,GN7.>;C)CYNPM[4WC67.769UWSUCFTLNT6G>@?ZB7Z;1J=Z!_R//2[L%A55;.32_G=J;C<W0NG5;&#O0/>EHA.S@LA,O7UZFJ@?[!X[1R>M!Y'10< MIQ74@\[KH<#32NI!YW51X&GE\*#S.B#PM()XT'D]$'A:23SHO"X(/*TH'G1> M'P2>5A8/.J\3`D\KC`>=UPN!IY75@\[KI,#3"NN!MGA`3RNM!YW73<%Q6G$] MZ+Q^"CRMO!YT7D<%GE9@#[3?`WIF][#F%(XSNQVSZWTR!H<5J'"<5J0/#@M1 MP=/*],%A/2IX6J$^."Q+S9XQ8\H,&3-FQ)@P`\9\N0O@'L`=`.>_T6*R#!9S M9:R8*D/%3#E%.4.=H%Z/EN^;<6*:#!.S9)28)(/$'#DM.2N=E._DI+:2=']+ M_9BZ6GG>-RI?D[I:S2N]?Q1XVF+2_2UYAZX1[Y*!]7K(7)YQ':-C6+TV,A_C MU.?,=^*_D_?:QM']+YVWNEYYWK,IUZ6N5QZ/!>IZY7DO+SA.VWVZ_T5/VWZZ M_T5/VURZ_T5/VUVZ_T5/VUX.U/^BI^TOW?^BIVTPW?^BI^TPW?^BIVU`W?^B MI^U`W?^BIVU!W?^BI^U!W?^BIVU"W?^BI^U"W?^B9Y8/^R9"&YEE];]XG+9- M=?^+GK9/=?^+GK91=?^+GK93=?]+GC%CR@P9,V;$F#`#QGRY2^`>P1T"]P=& MB\DR6,R5L6*J#!4SY13E#'6"/0GP5P[`TX>0W/^29V296`/+O!I7IM6P,JM.?:^/#;G_I?-6URO/7Q;(UZNN5QX_^%+7*\]?G(#C]%$J][_HZ>-4[G_1 MT\>8W/^BIX\RN?]%3Q]GOIHD_M?]/2Q*O>_Z.FC M5>Y_T=/'J]S_HJ>/6+G_14\?LW+_BYX^:N7^%SVSK/X7/;.L_A<]?=S+_2]Z M^LB7^U_T]+$O][_HZ:-?[G_),V9,F2%CQHP8$V;`F"]W"=PCN$/@_L!H,5D& MB[DR5DR5H6*FG**MKE?>'7OW]N[9>[#WP-ZCO4?V]O;V[*WLK=A;VUNSM[&W86]K;\O>C;T; M]G;V=NQ-[4W9F]F;L7=M[YJ]N;TY>PM["_:6]I;LF67UOY@#9EG]+WJ]O9Z] MD;T1>V-[8_8F]B;H&3.FS)`Q8T:,"3-@S)>[!.X1W"%P?V"TF"R#Q5P9*Z;* M4#%33E'.4"L-.GOI?.DZ_`_F'*O2,+!-K8)E7X\JT&E9FU:G/F>_$?R?O;WV]MWC>W9V] M._;N[=VS]V#O@;U'>X_L[>WMV5O96[&WMK=F;V-OP][6WI:]&WLW[.WL[=B; MVINR-[,W8^_:WC5[S-[(W8F]L M;\S>Q-X$/6/&E!DR9LR(,6$&C/ERE\`]@CL$[@^,%I-EL)@K8\54&2IFRBG* M&>H$Y?PT3DR386*6C!*39)"8(Z$#TCR\0:6.;5N#*MAI59=>ISYCOQW\G[6U_O+9ZW^E]Y=^S=V[MG M[\'>`WN/]A[9V]O;L[>RMV)O;6_-WL;>AKVMO2U[-_9NV-O9V[$WM3=E;V9O MQMZUO6OVYO;F["WL+=A;VENR9Y8[9EG]KSQFN>OM]5SFR-Z(O;&],7L3>Q/T MC!E39LB8,2/&A!DPYLM=`O<([A"X/S!:3);!8JZ,%5-EJ)@IIRAGJ!.4\],X M,4V&B5DR2DR206*.G):Y6E,P?J>59\\ M>H-1PY=?C.,R5ZYOQ=[:WI;K6_OZMES?VM>WY3)O7.8->SM[=US?SO7=<7T[ MUW?'98Y=YIB]B;T9US=Q?3.N;^+Z9ESFML2KFN$96Y4Y`8= M\:A^D>H2C7+HNL2B'+JN6Y5VBXXXU'A"]8A".52/&)1#]4Q5VA0=\:?^E^H1 M?7*H'K$GA^I9J+0%.N)._2_5(^KD4#UB3@[5H^G'I9G$9V)ZE=/YCYY>R72N MHO=@C]];5!^F=^G>>?]05\:]6R^GQ_,7K1HEZ&Z(53ET-T2J'+P;#WI+3F=. M;P'JS/TD'#V]5Z<2Z5[H;4.U,#FZYVH3-3)P/G[-5"="CA^F5,G`HY?<=5I@*/S4ILGGE]6G+S__]>^_?OCEY2>M`/G]?^D[9!^^_/5G[[?X^C]?/_]#*[M^]^&/ MG[]^_?RWPW_^Y>73GU^^.$#!/WW^_+7\CW[4^>:?G[_\[V&5R8__+P````#_ M_P,`4$L#!!0`!@`(````(0#^0;+G\P\``$Q/```9````>&PO=V]R:W-H965T M0>7[LI9SKV]35 MYO5^][!]_7Z7FDYJ?Q125X?C^O5A_;Q[W=RE_MX<4G]^_?__OOS>[7\0Y']YGE])/\/3]NW`ZN] MW)\C][+>__CY]L?][N6-)+YMG[?'OP/1U-7+O=?\_KK;K[\]4[G_]8. M_@/R+]O[_>ZP>SQ>D]Q-Z"B6N7A3O"&EKU\>ME0"5>U7^\WC7US^?CZ/=[\9F^_WI2.V=I2*IDGD/?U[E%NXSCNWQ72>5+YM#L?:5DFFKNY_'HZ[EWEH MY&BI4,35(O17BZ1SU]G\;=JA9YXKDM8B])<]N$?`[J MA/YJD>+%I&(Z%!;IT9X`XWI_KP+XJ2Y_JD#Y\O M"L>'(P%R05$X,!R)C$_T5I=#0WW017$O[Z\NCS_J@Y;YC#<<:JZ$VN5]UN5( M4Q^X3&?'B!KJ@LZB/NC:^J!E/C$BC;H MVV!@@Z$-1C88,Y`:<_)FOYVP"5?9U`8S&\QML+#!T@8K&_@^D*AYV1,?FM.' M]J0=B42)$80T[_T70:AD[E+T;VQP3)M56`IM'.IHD5'&-"E')ERX"I`JD!J0 M.I`&D":0%I`VD`Z0+I`>D#Z0`9`AD!&0<43>K<))9,)5.`4R`S('L@"R!+(" MXON(I-W9(Q_;V<>&]HV6-H*6%O3_1=`J&5H44->(`C*?LT*RI(U.16UDP@6L M`*D"J0&I`VD`:0)I`6D#Z0#I`ND!Z0,9`!D"&0$91T3JV:KE263"53@%,@,R M![(`L@2R`N+[B*3=V2._C%;8T+[1TD;4TB;!B-KD`QM>;BKK(#CY^:609&EY M'PO7K#6"1D:^27T0J;VC?:VHA&VLA<$(W*VHS&D&3I M0"(6C3DK&B,C=KL"I`JD!J0.I`&D":0%I`VD`Z0+I`>D#V0`9`AD!&0=`=@,@8R`C$,2:YT) MD"F0&9`YD`60)9`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`2^>99\BW. M*/)M1M)R'48BWSU+OL<91;[/2.0'C$1^>);\B#.*_%@CY^32><)6LG2>:B1+ M9VM4F(D!A^`THZZ=O,:E MKA-91$H<>^&`8'8==94#$UQ.O3";M"6/K_+T)9`;>5Q2[Q>J'F3.:]:>J\Q6 M,J54-*)YC7VN,@H7L:[KYMS;HKTGJK&5.%%'^09;B7R342CON(Z;RV=OK2FX MQ58BWT;Y#EN)?)<1>^\473>=M0*AQU8BWT?Y`5N)_)"1]MYQ;C/9K"T_8BN1 M'S.B&(DF_;R]#I^P5=#/S'!1=RT0+O1BV\?AHG):V]X06:.KM6(KJS>Z*:,Q MNFHD`TA56QFC:SYOG:346$L&D#HC&9\:C$2^>99\BS.*?)N1R'<8B7SW+/D> M9Q3Y/B.1'S`2^>%9\B/.*/)CC:P.;?62"5M)AYZRULF5T4Q;F0O5@M5H<]:B MZ3^*65BH+M"))6<\Z<0JV0E[Q^RSV$DO:,VCPUSJ@L9L':XG_:"!.S0S:Z-H M538M@[3:>XZ8_57=1D%_O6S_$EYHT>J+Q^:2>A-<=N$[8*NCQ9MQ0B$#<7+ZB5BK6F!^BM.F8U=O*:CE' M&=,RK%484?1'HT#"UC?,F(MWCGS!ZD,UUB+C2`M&E#I;B1,-1B>=:&JKTTZT M6.ND$VVV$B\@G%<%9Z92+**L\ M8ADQ><0J8N$C^GE3\^@J81#6/%H'F$H3R$9@V&NB"%8M;-.E85 MTZQA/,7LZ^K2SYXCXGU]LGNC*OAP/Z!DK,X>HM@&IJR:CZQBJ(*HBJB&J(ZH M@:B)J(6HC:B#J(NHAZB/:(!HB&B$:*R1^A,-5?FBU;P3MHJ%RS1B$BVSB,FD M.6=FA+ANRYC>DNTRHK>*F.A10.O,,4$*:%2D@&8HDA30#&.:'!"Z'YKAJZ[P M('QO:0;XX)8BO/HSUC4:9629459?%5-A34SMN/^P!IQ*+#W60@6KFX^UF;G7 M*5ICW(2M9*"=,I+E_$RCTWN=.6>446K!2.27C$1^=98\-7-8,708SFLY:F7- MY`'4R)K)$ZB-0W:Z!#1HQ1]A-+HZ`8=&O^QC'WSHS#5A*""Y1?LI5,2RM&H?Q[LPU;B;Q?0GWZ)H6J8%J! MR0/HNQ2:Z0*\,].P5?`$L]'4U0OTU$N/:=WP`B?>;QG);6894051%5$-41U1 M`U$340M1&U$'41=1#U$?T0#1$-$(T5BCT^OR"5M)#YDR.KD0G&DK(8Q7N7MA)40:LJHAJB.J(& MHB:B%J(VH@ZB+J(>HCZB`:(AHA&BL4:Q5>\$T131#-$HCZB`:(AHA&B,:/82G<28TDKW6DL78;G?%&VS&9[VQ=+ MIU?C=+P/S:R1M&F9K015$*G?G`FTQ*J&J(ZH@:B)J(6HC:B#J(NHAZB/:(!H MB&B$:*Q1,$6%K1/^F$[XJP`OF_WW37GS_'RXNM_]5#^4D\W1)B?"X<_XC#/T M,SZ!@IV0I81@56\GY"@AN&JU$_*4$.P7[(0")02;0#O!=2F%1A_:8UA)/OE% MY<.$4L8;)?*L-TIRMY3SZ`LI"3IY;Y3D+.UE/;553\CA.IY:7"6EN)225(R2 MFZ:4X-K7*F#)I8(DEE#]LE*B%CT^Z>EC]4M,20DEY56"N^.@UA,22N1LDJ_C M-#TA*8%.P3QU3(!5HDZ^O."T("&-#L"\X-`@(8W.P;S@["`AC8[#O.`((2&- MSL!4-23Y0L>&GCI$P5QT>.BIHQ1,H2-$3QVH8,J<4M2Q"J;0V:&W2$RA$T1/ M';%@GFE1U5)2*_DE2E)O"6`F>OV9RAKL1ZVHHIJ[5=40;.PP+8B4I%"A?"HH MDAVAUQ)46I(G]*(%5492"KTHH4J6E$3OIWKJ164L&+V8[*D7C3&%7BSVU(O" MF$(O!E._2$H9%SWU2A5FF10I'I(2*@6/OK*"&1H%C[Z"@KQ3\.@K)<@'-(8D M\4K1HR\.H'VGZ-';^L1OHC:CGS)[6W_?=-?[[]O7P]7SYI%&\-O@I:=]^&-H MX7^.^OCVV^Y(/V(6G.0^T:_6;>@[.[?7M%-YW.V._!_U@.AW\+[^`P``__\# M`%!+`P04``8`"````"$`^:@V6IA,```+EP$`&0```'AL+W=OQM>__B/\=&+S7YNZY6R'Y1.^>YWF\HRG*8E@4 M%21MV6]_LAJYD$"NTAYXQ`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`D;X'`P^&'HP\&'LP\6#JP MK#Q8>[#Q8.O!#L!:K-+*FVP/$S39P8.C!RDS( MT03WW" MB!R)G(BX-)JZ%]4VO MJ-)#(`U9?20*]E.":(1B?2(#(D,B(R)C(A,B4R(S(G,B"R)+(BLB:R(;(ELB MNT@>:<1]-$(C'H@(M/.7B#<2)M^$R;S1"N_>)#(@,B8R( MC(E,B$R)S(C,B2R(+(FLB*R);(ALB>P"J=0EFR3CE]];,"LTXX'1D=&)T9G1 MA=&54;=;PAY*6*^$::\7]XD[Z&J_9TQ[7EDF9=FF)BFWY+#QQ6FX<)0K.9!< MR16WE]N+1KB!/I$!D2&1$9$QD0F1*9$9D3F1!9$ED161-9$-D2V1720FY%;% M+2+VT0B->"!R)'(BF#$/=WEKNYR7W>SSLZT6QRNDG@;LAGP MPNGOS4^N746Y>&M-EX;-"@W?9S1@-&0T8C1F-&$T931C-&>T8+1DM&*T9K1A MM&6T,Y2JV4\JS`JM>F!T9'1B=&9T871E).<2A;A^?"T*0"WD9()9KX25B$#. M)[AL+H-"0`-&0T8C1F-&$T931C-&W-RM1-#7UDJQ.C,Z,+HRLC43==4M3-K%?"2D0@ MZN:RN0QR=1?'+G^1NO4$)U5W0+FZZ^XTNU<\[NC536C`5O(,L"\X8C1F-&$T M931C-&>T8+1DM&*T9K1AM&6T4^1V1^HT#0^MDVXD')*BT/RQA)U*V+F$74K8 MM82)RKDR(O,2"#6DU9;'A4HLH8C,$II0F&M=-D5(Z]\R22G\N.5F0$[H[JB@ M5SR*`QZ?Q;SI*+)[^ M]N*.IT?6#=;*7XP[25F*-HO88,2-BQAHQ(V M+F&3$C8M8;,2-B]ABQ*V+&&K$K8N89L2MBUA.V79`-GRAPE[LT(C'Q@=&9T8 MG1E=&%T9B=KY#!(R2;);%YI(&321,F@B9=!$8+G:BW.BOT;M>N*4JCT@N:PE MG6;=[6CUBG=Q_#R%T("MAHQ&C,:,)HRFC&:,YHP6C):,5HS6C#:,MHQVAJQ5 M6U6WS-F;E8F;6O7(5B=&9T871E=&(FZZI*1R9B4:D%3.=B4JD%2>VN7B+LZ5 M_AIQAQ.J+)7'0ROKAF;=[6GUBM?%O+@)#=AJR&C$:,QHPFC*:,9HSFC!:,EH MQ6C-:,-HRVAGR%JU575+F[U9F;BI58]L=6)T9G1A=&4DXJ9+BKB9E6A`Q,UV M)2H0<:=VF;B+MPDS<3_^P.G-/%]&*G+IV>U;]7N&R)2J0%UA2NUS!_M3R"07SR60U'CE96S?K;LG>,RNT=9_1@-&0 MT8C1F-&$T931C-&F!T9'1B=&9T M871E)`J."D`MN@\EK$0#HF`N6Z("47!JERNX.-M))QA/*#@_%5`-)T&9N./AD'5#L^Z/&[5@LF#M,QHP&C(:,1HSFC":,IHQFC-:,%HR M6C%:,]HPVC+:&;)6;57=PF-O5I#5@=&1T8G1F=&%T961B#LJ`+40<3/KE;`2 M$+NSB>\>+^MB=%BM=HBEWI5-WQ\,?Z MH=EPZ_">%LQ2=RR(1AFPU9#1B-&8T831E-&,T9S1@M&2T8K1FM&&T9;1SI"U M:JOJUBM[LT(3'A@=&9T8G1E=&%T9B;JI(T7=S$HT(.IFNQ(5B+I3NUS=Q?F, M5_%6[STMF(D[%D0W#-AJR&C$:,QH MPFC*:,9HSFC!:,EHQ6C-:,-HRVAG*&E5O].T-RLTX8'1D=&)T9G1A=&5D8B; M.E+$S:Q$`R)NMBM1@8@[M=XH).T=<.MWGO%U];< MR0JC`:,AHQ&C,:,)HRFC&:,YHP6C):,5HS6C#:,MHYTA:]56U>TT[&()E-P/+6Q MMFXVW!*]5WSTSRN8T("MAHQ&C,:,)HRFC&:,YHP6C):,5HS6C#:,MHQVAI)6 M]=M)>[,R!5.K'MGJQ.C,Z,+HRD@43)<4!3,KT8`HF.U*5"`*3NTR!1C=/^=)0D4P=DFYHN'E>SZS0#7U&`T9#1B-&8T831E-&,T9S1@M&2T8K M1FM&&T9;1CM#::NZ[:2]6:%5#XR.C$Z,SHPNC*Z,Y%MAZ9%>^!#G0PDKT8!\ M+HS+EJA`/AB6VN7B+HYCTO1X.6!/ M"Z9K0T8#1D-&(T9C1A-&4T8S1G-&"T9+1BM&:T8;1EM&.T-IJ[KMI+U9F;AC M=P`=V>K$Z,SHPNC*2,1-E^P^E+`2#8BXN6R)"D3*9H6&[3,:,!HR&C$:,YHPFC*:,9HS6C!:,EHQ6C/:,-HRVAE* M%>SVC/9FA58],#HR.C$Z,[HPNC(2!?,1X$,)ZY6P$A'(QTK97RZ#7,'%>H.!P1),I.)[:6%LWFVXRUZM%*[1UG]&`T9#1B-&8T831E-&, MT9S1@M&2T8K1FM&&T9;13E'-OB"S9W1@=&1T8G1F=&%T921R#1V95$SDR@P= MGMJAQU.&+D\9^CRP7*[%*4HJUV*U5Y'?3Y$:T(>;OO[RX=T_'SX5%J6_'%&3 MGX@(,_I:.)S)9!W/:U)9NVE<3PMFD^-8$$H?L-60T8C1F-&$T931C-&J)ZLX-#47T)A&KDQ^"R&W8UE"EX26&(25LU#X3BZ"8-A&1,>,$0$`Z` MLO@(*%]=-OW)8Y$6W+D-HP&C(:,1HS&C":,IHQFC.:,%HR6C%:,UHPVC+:.= MHCP^M/$3!1ZBG?RW&!_-MMN>.B9FT-\)K!Y^U+#X$:JN=Z\)&9P M=XW,(EKB`U5._5'U)#[,#@XE/A0F%93)O%D^4D.)#[.+'B&FTO@H#H;2^'AB MH`CG2%D@I$=+MQE33WJ*5$]HP%9#1B-&8T831E-&,T9S1@M&2T8K1FM&&T9; M1CM%E7M9B27RXRL>?N9LTJKXX_<3M&D%<>A$RO(7)C?_V>!1#$99<'S3X''SDI^+*I)@14?V&/49#1@- M&8T8C1E-&$T9S1C-&2T8+1FM&*T9;1AM&>T458JOGT:U-EMNA+OJ^&6^Q".Q7Y/E6$4$]%/M=3_/[AO?Q$;?ZU2OG-FLQ9 M'@W%0=3SAPH9OOR9$I"E@!Z0_=I=7U$2'`-&0T8C]C5FJPFC*:,9^YJSU8+1 MDM&*?:W9:L-HRV@'7\5'::+L6_[[T?O$#-U_B,P2Z3&R]DT1]4J[X^90IVAB M$YPSF+RP"_>7R"I_*GM5A-0=I>0WF`"M5B)[P%"M3K75<@^-B.QA8_42V2M, M*B8_S02(FODWH$3VF;-<]L4152K[;QL$PD%7.G&J*[(;[P%9`_45U=.I0;/I MXG9@5FC9(:,1HS&C":,IHYFBI"_G9F72;#9=QRW,"E5=,EHQ6C/:,-HRVBEZ M\RZ<2LX'[*:,;N MYV:5NG?3[H59P?V2T8K=K\TJ=>]JOS$KN-\RVL&]&Y]<7?>)&;P=(K.$>(Q, MQZ=6N^U4?8HF-@Z0DTEV`!#M2K52K7E MVDL&*!A9Q62`4IC43*(-$%6[=QE%HBUSED=;<7Z7#E"/+^&+D<0]ZZ.H>&,V MB0[_I`2L+$_T@6Q"-P#2M6=5]HP;?@P8PLC:=`1DWL=`YGVBJ!&2W/W=O:OD M%&7,\PS(/,^!S/,"*-2[UJC4JA4_K5K"R+RO@,S[&LB\;Q3%>E?%.7O`O)O^5:KU6[5`P<<$S"B87N(")9,)*PCFZPB`I M)+'$WB66%&J]&O>M1I7TWX-5/G3!GXW8$DSPAZKY#VU),*%XK2#0M:KO:*CST6P6DIHZ\H21@#($T7K4Z[66FX%#N$D;VI.V+O M8UA9"TX4-8/WLA@+E90.0T:UX`!<]5V5OJ-'T^7\+(O*_8^QI65N^- MHEAO_V-&6Y0QSSMXSH:K9LL=W^T3,]SR`4Q>NP8[1F:A?P)+^O0,)N_]H>PE M,BM[!1WE4K'WX6,2&J45$5&))2TND@0`8;Y7^V.UE_0 MEURHN(=\1"H.)M,@>F)$TG-,ZY>'>D#YB.1OJ`UG!RJZX!K(K;NR*X5[\AX"W*&/WLE.4CUPM_],H^\0,47``DU>NP(Z1Z8YS MM5.IM-P]GV"4#!!G,'E!`,XND2&]^0VU*RSRH0L:M7I)T`&&BC4J[7K#_PRK M1)U:)363J%.85$VB#A!U*QFZ,F=YU!5'HVG4?=O057AQN]4!%6_!V?2PY1:$ MO;I:I4-70,D]#M2J(2-PXLOM$0S5JG@Z.+%RP45=P0 MYQ;-^\0,L7(`RX8XZ",,--7[QOV]\W5"N62<.8-E0QY\Q5T&UWA7E,H'0!2S MS"6Q"*CUJK3;M9(=$+5*:B:QB*+9"`B(NOD]-YE&9L[R6)18R6+QB1&P,'=! M%Y`;`=TBLU=7*VN)/I#E\`&0GK*U.]5.S>_S#F%D>7P$9-['0.9]HBBN;7A- MII4TSS.X,<]S(/.\`-(U6;U9K[7]@[I+&)GW%9!Y7P.9]XVB6&]Y]B3[0[%% MM[%3%WZ@@`43?_:JX$5^8L#Z[BQ#8= MZ)X(+CW@M9SX4%K!*1[10,%N,*0JW(N-_X]X_X#Q43\F*:<3. MQ["RA#]19&L:)\HIRMC-S=CS'%;F>0$4JBU[';6V7S`M86/.5^Q\#2MSOE$4 MJ^VEMT49\[R#YZ?&*>VZ9$0XQ*+64T2S?S?*!2Y`8JI],>K"PE]X$L)0\4N:6:2Z=#%)3A-XE> M/SN$E5UQ#&17G-@50\?ZQINBC`TO,R#S/`F*A!BM+2GU%R1@]4)0OU-HNK(P,L\+\YR&HLNY2Q1\]%Y6?,4U"MH5 M-W9%#467G;8H8_>R4^07:FZ=O4_,+!2A!4L01]C)A_-@=P)+QSNP=&$6F96] M@B4#;[<+F*P0)=90&^Q%5ML-OWXIRH51,':2ZPI_!BUYH!V;7F0'8G"R"]D_N: M/(C0)&3KO`):N MVR(+RZ-:O=.N^GW2$XRR44]5E23>"^SDNP^:.]Q`=85%.B1U`9-Z221"M;J@ MO)<3IPX]_02-NH&/ZR:A"(C*^9]HDE!4DW"?>2@6A]B/#7S[3[]+C)6^CW<+ M_O"H9$//PBUW/B@JGGZ/HF_ZYW)Z9H7N[#,:,!HR&C$:,YHPFC*:,9HS6C!: M,EHQ6C/:,-HRVBGR(Y*;P^X3,[3K(3*;91S!L"2KMVLU/]\^P2@9%LZ1V;KG M`A:79'Y?]PJ+?,!2[23N)4P4:L7D(5OYXR>;,F*5E(6`BC;"S4N8P"'69$_L M+4G49+[SJ"E.JWW4?--G7HK)G!_$`LI?8_*/!?>T8/HF*Z,!HR&C$:,QHPFC M*:,9HSFC!:,EHQ6C-:,-HRVCG:)\?"E956E_)(G\$(O:ZN4(%A1,)E,Q9'BC%H;4/%'W_^_GO^C5P]!WC^4&1"Q*WNNZ9%1)!G]&` MT9#1B-&8T831E-&,T9S1@M&2T8K1FM&&T9;13I$?7=ST;9^8H5T/8,FRXQ@9 M5AVWS7RWX0>C)/V?P9(UQR4R+#EX=%&9I'F_&XO9+%:B!(*R6;+$!(K;^"BK M'UAF8PE@4AR2*7OXHE&<$*=1\,2.GAXHIY.I@)(7,'HWI\6G\V)0]!D-&`T9 MC1B-&4T831G-&,T9+1@M&:T8K1EM&&T9[13E`T#+)^U]8F;:1H=86Q]A)Y_Q M+-8$C5:GU?0/&IQ@E(T`ZBQ;8(!A#N\]7:.G)#=W`?,%!BH;*E:5=URK5?_; M#Z)V-4NJ)FI'/9*K0$*5N/KQ/R8F(T#F+!\!BA/9%VA?#W!3[2NR8.LU%%E0 M]A4EX3!@-&0T8E]CMIHPFC+:P9=DH&310V_`)6:F,;VE)`T>8:>3X$ZC4J^V MW1AW@E%2\!R9-=`%S&;G[N3Z"HL\?W*])'\JQ.R\(B*K^$>*16,E9=%1;G8. MAYAE5-R8(QK+G.4:*PXF4XU]V^ZM'F^FT@NH*1.<9`WK9E.]8A)2S.&ML?N* MBJ=:DX*NP0=F!1D,&8W8_=BL4O=N4V)B5G`_9;2#>YE;)L[\YN`^,8.W0V0V M`SV"Q0EHM=:H-=V=GV"59)]S9)9\+F!Q:LR)41L_GQH#6L5$M`I1LUJM*;_X MZW46>S.IFB1&.+2ZR=08#B%:[PN]67KB4!P`_M\UJ\>(J6852>5,>AVW0=!K MJ)7-=?J*TH-T17)HG/CR+_<,4=`J,6+W8UA9"TZ>Y7Z*@N9^!_==4WAP:ZS4^07^2Z$]HF9R36TEZYQ;UO_1]AA+ECZ MZLL)5DF2.D=F.>H"9K-4%T976&39,T+K%Y&KUE9K5OYRB\B5;ZK;C]#J)G*% M0PSX_O&L+OJU;!=`CL->)%<]M+&>>[AY^/&UYD])3OF?5HE<@Y,LH2JRI#=0 MO[+;4FBJTI)'"=TJ8P@32WLCH#2ADN^)6FE"[=Q)RZ1_7'Q-X=2NLU/DTBM- M4!,STZNV89(DC[##-%">#I0*N:G#"59)R7-D%HX7L#A!];]3?(5%GEZY8J)7 MA:A9NR:+=WX.#69)U42O<&AU$[W"8=2KFX>+7E'N-E/.Q_OB_./_/$,MWN]V M!QR*-.NV[NJI(#J=,AFK$XONOCK)LFZPDA_\OLFX'AX>SK<;ARAG835"%FIO!@U]GA.D_,6A,S$S):T8+M"#O,6AO-^YK_ MXN8)1EG>A3/+;1?8_?FL%19YWH4KJY?H&!#;OJW.?45>Q\Y[0A*OVB5U$R&C ML%5.A`R(F:-?!HJ0,V>YD(OSB?^[D/64PSKTH=@7$&W'?-R):KC]HU*2CT.) M+!\K2O.Q(N3CNKS1X2)WJ->6SH=(1D#6%V,@J9K5VB7\*#W:= MG2*?D%T-]XD9JG@`2YZ].486.K=:^B[$"59)UCN#%=]GC6M=>K#F$LV"'OGU MV2LL\AP=>J&2U%6T#1@J6RM]`4*DK69);47:*/MH=47ML$-]GSRJ1HEPN5S\ MQ5G%8^)_W@,>HG%*XP%I&I=6=0+HH8SEU;ZB+&L'-YJU.[6;&O-4,40QB[T1 M.Q_#*DW:6D2&Q`EAF9)V:"$H=V#72ZK8L??RRH\`?'$*JPHZ%9A`4D%=&3-YP.-DC0: M2F1I5)%ENH$HL[B43FO+9P-J8MEMA%)I%B7?$[6*^P3^7?\IW)CGG2+9Q(\Y M>Y^PXN:_<\\0')+_;BFNE7P(+^^58H^\O%?H:^M/=)/NMEM5'YH!28V*FM[? MR>K$Z,SHPNC*2!("75*& M*V;HEZ1JDA#8;E#"T!6A;"Z]8C,\E=X3^L+>>6R?AV9`F@9$7X^__-=3^RP) M!!H?JH;]%G*T"\IZY>41<^D=NB*P')]%1O3 M+]`7MKJC$AZ:`5G^*(III=5^=-B"![O.3I%(`HVZ5Y3V/Y#U M[)'1B=$9*.ELH*RS:VXW^FI6J%>WF[&\LXOMUN>'?$MW9RTT'A19R--CM"AD M+=57E(3E`$ACOEFM^&VY(4SLZB/V/8:5M=Q$D>XK=>BS/E.4,<\[15G_AKO/ M^E=1VK^$3NI+L@#ZY`QDM;P`9?WK7_JYFA5\2?^FE\S[M]A[3/OWFQ[;:&&3 M,];_05&,<;?)W-/_GH5X\)+.'&"E,X>R8T:86.B-@-(0)]\3M;(0?WP3!D[M M.CM%%7G$!&V]5Y9I(%P[L3K"R@J>&)V!4@U$7S9>M.HN?UY1T-R+!F))J6NN M`1%4IH''IXVMPMPE](!BC/NGTWHHDX9X*).%N*(0XK7[BGRAWTT0ANI)]N?1 MY"-V/H:5M=Q$48QQ?S8\11GSO(/G=&K8],]Q[&%E-W>`+[O^45%Q?F4CO7^. MXX2"5HDSN[_`RMQ?G^5>5*!-?/.?JZ#8\4HSP1,JT`TRJ^A#*R`+>==W/37( M8CZ4R6)>T6,QKR86BR/V/09*A_50,,:\E]<49[$/]8)^#]M6Z3<< MBQ^2*[;@PYW=W_E3AIX:I)-Z15GT!S>Z"U%KW=?\.QA#E#+1C=CW&%86'1-% M,?C]L[A3E#'/.Y0)MU6Y:V'',OS-)PM[+9'C:5Y0ECV"%$XRZ?+5!D MVA[`*C3\;7/*8MCXITRF*&.>=XKTKI[QF,4>3JPN M!R"KRQ%(LT/I8Q8G&%E]SD#F_0)DWJ^*[$X??3)9QOV6B++(GKG%NE'M=)D M*=_2XV<;3K"QZIS9^056YORJ**:1ZJ/+:A&/UH^32MMO-'Z3>&Y>\N6JHNP3 M)?Z'"GHPLE#I`UFH#(!"%]7*OU`"(PO$$9!Y'RN2O;@H&B#[19,I"IJOG:*8 M.OU#`'LU2%+G`P2H41JOJX^RD*FON=HCC?\K\-NN?K'^#&KG\$"HFR M[%C_!!.[^)E]7V!EOJ^*-(&T[^[=[I:((]Q]V`/*Q5%L'P3HQWVQ-*! M19$%$_5_*),$4U_+I)L80)H7BJ')C22PL%`:`5DHC8$LE":*-)0J=WZ>-D49 M\[Q3%._JB><&]G!A-3D`64V.0.$FRYX;.,'$ZG(&,M\7(/-]513G((U'GQL0 M36BWE"2,8LOK!9H(.V29)@+2H'G&+*[75B=ID@@H2Q**,-TH/OSB)BY#]93N M=[+S,:PLC":*-(R>L029PHE%[`Y.0@\_^3S`7NW3^0>\6M6.0'K?)<\#G&!B M=3FS[PNLS/=5D=YVY^Y)W6@?W"Z4YY)BR^P%N@D[;)EN`HI1YP?F7EMWY2P4 M^D`6"@.@T`FM5LD;R$/86)R-@,SY&,B<3Q1IG,DO6KA\-T49\[Q3%._+/RVT M1QF[]`'(+GT$"O?5;,F/XKDG7T\PL8N?@Z)( MXZ1VUW#[)5.4,<\[E(G9P(W,>S7(PI]NZPC/X;:*95L^-)Y@8)<^L^<+K-+@ M#Q>+P>]_J4IZ/6VO/-R+7:X7]'K8%,MZ/:`_#8M>6S?23+I]()/N`"BTY2Q2Q^`[-)' MH'!C91O\)YC8Q<]`YOL"9+ZOBO2V_$1;^EV;OB3:BUVV%_1[V)3+^CT@B_9F MMA7ASXMZ;761!G]`28`.U$H7Z?7[%FV-#F%B<3)BWV-869Q,%&F<5.[\9ND4 M9^)HI@+Z$DWE#'/.T7QMDB5>Q2R:Q^`[-I'H'!?'=ZP/\'"+GX& M,M<7('-]5:2W)4_SN'-HZ?>TQ?)^+W:C7M#O8?,JZ_>`+!MTVL6X'?^X3-YK MJXLT&P2490-%&B>MUKTL%O)`&:JG;*E`SL>PLD"9*(IS`?_[AU.4L1#SB9_9]@2.[K:LBBW_78**#U'6F@TZZ]UCL,CV^ MD7`SSW>3%,5`<4?R/?WO:?@#F98'0*&9VRT965ROP\+"9`1D83(&,M<311HF M]W=NACQ%$7.\4Q3OZ8E=]SU<6$4.0%:1(U"XQY)=]Q,LK"IG('-]`3+75T6/ MI`(4NKG.)5#L,CT_%73"IE2:"A3%5.#W_'LHD\2^HC3V@4*,U`H-D`C2';'; M-P%&['L,1Q8C$T4:(_SLQA1E+/IV*!-#W^77O1JDH0\W=NDC4+BMDKLZP<*N M?6;7%UB9ZZNB>%7'S[)[K"T=TE&*-[Q#A]C[O#. MHJ(8/'X6W5.#+"/HKI9)>@"KT/J5VQ^?$M*],%6#(@N7,1R9[XFB."&HNL%J MBC(6B#M%\GAA.(EKM/-WR5U:VGG4]`%GECD#A?;1.HT6?KX*%O:-\!C+7 M%R"K\!4H_$CU/>V?BCA"8\ES#W(2DXNCV"U*<\*WB2/L.66I(J"8*MQ[7;2& MZ*B+-',$E&4.13JZRL_AUOR7^(?J*9TUL/,QK"S()HHTR.K\T#3*6/CN%!5G M?O&(Q9^\[=5(CH!P$'8`LH.P(Y#^D%'Y&\LP,D6<@0^?_GP[I\XDWK^]W8[87LJTTA`,=):\BAJ^H=F&&IO M-]]7K_(T()IV`(27J:OW_K?DAC"Q4!L!F>\QD(7:!`BAYF4\A8%YWBF2CWF8 M1)K^%&X/*[N1`Y#ELZ,BR6>)+[\Y<$)!J_@9R-Q?@,S]]5GN13:A'\)G`O)T M4NQ&D6P:LF)1W3QOK`E[6IE4`GHTSGJ=8)3$61_(XNQ_63O3Y;J-)(V^BL(/ M8/-R%14]CN`525'4SD44]4_CIMT=T]WJD#TQ,V\_)Y%9ZY%"\*2$M&WW0L6]+5)OKCX$BSZU^/)R>"F0#QPPE)Q-6=KIO`Y?$ MD)Q,<#NQGDUX]6K8PH[XG<$]:C\]K%%E?S]6=*+H5-$S16>*GBLZ5_1"T4M% MKQ2]5O1&T5M%[Q1=*+H,%.=HWW"G[RIZ="=MUP6U3/&^H+C$L3L=^],YZ4V) MZ=.0;[YN\-L2U0;_&*A>R,T_L$+0&&<9>LQ`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`'%2*A0BQ4B(8*\5`A(BK$1(6HJ!`7%2*C0FQ4B(X*\5$A M0CJL.7-^A`HC/6),DL&&)!G,DV3V%!4Y,F*&'"GC(Z2,CY#.ZGFE/FU<0M++ M;RN5;R*DE]9'(8.UI28A"D-'9]V;I[%1&#(*PT49#Q4E#A.%(:(PMJ^SFG#F MU]FQ?3UBS#C.QHP3S#,.W^V8?S?*YHV0(=_(\&Q>&9[-ZZSFF^E.@Z6;?O0I MW5A%NM^ZW_78T&K+"]OC1G=FOVNI%[B\J6A,M7@079L;>.#L@0\D=F'EF(H: MM6MAJ"&30(T:U\_==/:`+36L#(>B&M)!'N"E0=AIC*BV=.//MECI>0_P9ZHK;;G8@3K#T<@SC!XNF8]%,4J!-131/4D2F@ M3K"F)NHX&Y]$*S1Y%&W%!S3NU^7;GCGQ<:9RVC(VK_/WCQGAR[0K/RV]^(5% M\R5Z=>RDQ,6'`;+7X9V6&)[2+V,]JZR-?Y:PYX75P_'\8-%YB>A&ORRL>WOG M5<*N$_8^83<)^Y"PVX1]3!AI(E9E-X-'ZPS6#=%''F>1=5/TD77=.QSST6G2#X\V M_(@&'[U*[(L";TUCT]D'N5#0AP=6PLAW13QCZ"4,_8>@G#/V$ MH9\PTT\A^BFLFZB7JFZC'M:-U$/TZ\><]+-BZZS?:M/']W#()Q(NN@WA[T[DEXM6PLEB()PSQA"&>,,03AGC" M$$^8B:<0\10BGL*ZB7K'ZC;J8=TF#B?QK(@ZB^=?=)*T]^T_)5BMO#:+\64] MLV3.[G\'6HGBAP^E)TOJ/7FJO3`6-$:+XDK^&K02Q>/2I2U-^?7_J+^C6LK&;4%X;ZPE!?&.H+0WUAJ"_,U%>(^@JK';W058\> M5C]Z6`5Q.*EO]=U>_8>N>KP>/"H>;+AE8)^BM1I,!YEEAEAM245W.K7FPCN]>Y1\&#M6,L< M!^LKB,&&6Q#*F%WOV\7AMHR'VA*'V<(06QB^.)M\F4XC\*6&=;X(PQ=A^"(, M7X3ABS!\$6:^*,07A77M]Q;@BT;BB\*Z`5)?V,$&7[[OIH:];G7ZG`Q/?"WL MH9L:I>M@EG=]Z*9&=.V^R<.RUJYE"R-;S%V;!++5N)9@#N;Z(O[5L#(<_@G# M/V>3?_),9PLKPUUW70O#OSI<8?@G#/^$X9\P_!-F_BG$/X7XIQ#_%.*?PKI- M4O^L,+Y)OHI"^G`5%*Q1GU"6F M*Q$BF(R/8'7\)EAV_>-A]?['`[\'Q[X8MU5!L<_9_0_(DOUJ6+$*^X1AGS#L M$X9]PK!/&/8),_L48I]"[%-8-Q^+7);EJ&Z_'F)?WWT\'>3>\T;V+?'3W91@ M[6[*5"%YNBH1[5K[N+"N-'E26-Q-6=ZM/=[(.RTA0PU2AS^K<:VJ^[RP>VZF MQ$C=Z)>U%_MUNSZ?WS=XU865S7&=L/<)NTG8AX3=)NQCPE`KEJ,_7*XS6#=- M'UFW30_KQNEAW1P.)[6L,+Y!8B/GR!&TL)+8]$9=B>@36[`AL07CKZ5BN;MG M;RD6N7P6ALRF$T"NB&N'4^1R-MU?F8Y_YR6LFP2&>==NS:*3,'02AD["T$D8 M.@E#)V'H),QT4HA."M%)(3HI1">%Z-3#22_.=3>6)CHV-Y\5UCWGA4XR`71R-MTOF7Z/@$XR M"72*KGW"VC^4^R4MK$M8M6MA&"8,PX1AF#`,$X9APLPPA1BF$,,48IA"#%-8 MMTF:L*P@OHEA7D`?#0M6$]:48YC_B&A2,/O.QH3EC#W";[%L[3_>G8\Z+$[T M;"%=7MTB\+MWR02G[1[W0#>? M?"BS[,DL5?1JLK!0SGA5SS+2BB^.S3];9B&C8SN9PK+HV":`93(!+`O&.6@[ M?=J:LA&6R22PS!D5TK(,6!:L'7JQS%FW";%,&)8)PS(9#\LD#LN$F64]G#:^ ME77_A(WOU>$QQSB[]]$OO/:H_K5(A=D/:,L:Q8`(O/?-2"7*?NA8NN*`3`,' MG"T_TJT;/+GLJW%DZ1IW,#^YAQAEO#9AS'"XS_IO?> MUG&$E4/97%1@]49$.Y2Q+SKC`J0L%.LR6-SCW]XZW)OJDJS;B&EE#=:MC,^Z MK>.W=2MVL6X];#RV[4T'8UO=_62GU6V%Q'YU/W"GQ%ZO.U<`"VONLF-&7&-D M9F'LE\)(Q,+8"86Q$PHC$0MCYQ+V(F$O$_8J8:\3]B9A;Q/V+F$7"<-+GV>. MQG%B-!U+\#(BFLUX&:P=2_`RF!]%LU>WUI!VR$1+&1XM97@<=%;+#3N3]*9? M=%N&G_2S.N(F^GG=<3Q2!&NJH9\P]!.&?L+03QCZ"4,_8>@G#/V$H9\P]!.& M?L+03QCZ"4,_8>@G#/V$H5^PDA;G(Q;Z1<20%IV-:3%8I,7D67/28L0,:5'& MQS\9'_^QYPLX3]B)A+Q/V*F&O$_8F86\3]BYA%PF[K*SFOZF&=E4C^OP7 M:WC(?X5Y_CO7Z\+,7358EK##DE#CF%(:' M![QV?"J_WM2H=H&)G3(%[`S6IH"=,:^DP'8-.U\8F9W1=YG&9*=5./MC]'?: MZ872X=!M[\ZRJYEF(G8*PTYAV"D,.X5AIS#L%(:=PK!3&'8*PTYAV"D,.X5A MIS#L%(:=PK!3&'8ZN[=P@Z$>U15N,#18VQH8&NS>-\?7J%:FPU"9`H;6*30; MD^OJ"%O>+=19.]WF,FMCO&6ZD[561[W/VF^L8]A#W_,%=V%M1:%MQ#6&ML+0 M5AC:"D-;86@K#&V%H:TPM!6&ML+05AC:"D-;86@K#&V%H:TPM'7&+9.FAK[* MO@LKQS.\K5T+PUMAY%%A6"H,2X611X69?@K7&:QV=#=?J?\GW:L??605)+N? MM&/5X=[S!PI(2_Q\DN`5YC$-"V.&A3&_PIA=8?@L#)^%X;,P?!:&S\+P61@^ M"\-G8?@L#)^%X;,P?!:&S\ZZVP4D76'(*PQYA2&O,.05AKS"D%>8R:L0>14B MK\+J0K=\/!B41%8;LIM7.U:'WD1>KUN/YQ#!6N)ECH4QP\*87V',KC#D%8:\ MPI!7&/(*0UYAR"L,>84AKS#D%8:\PI!7&/(*0]Y@[4(>>8.ULU#D==9)@+S" MD%<8\LIXR"MQR"O,Y.WA=."W8GOOU'>>KGK-?E0MV*":,%03AFK"4$T8J@E# M-6&H)@S5A*&:,%03AFK"4$T8J@E#-6&H)@S5A*&:LX=NLI6N@WW>]:&;;-&U M>WP9(6O7/:68D\OHRC-:P,9X[V<'+4*O*]HP\=M+V"/\H8 M;)!1&#(*0T9AR"@,&84AHS!D%(:,PI!1&#(*0T9AR"@,&84AHS!D%(:,PI`Q M6"D[Z=W($M&J0F1![]55A"L-+87@I#"^%X:4PO!2&E\+P M4AA>"L-+87@I#"^%X:4PO!2&E\YJ.7Y^LH6C!FM'<;P,YN7X],U? M):2OQA?6AD=+&9Y$Z*Q6X^=7E)E^T2VKQENA?A/]O+`_ZA=LT$\8^@E#/V'H M)PS]A*&?,/03AG["T$\8^@E#/V'H)PS]A*&?,/03AG["T"]828MZ-[)$M+2% M?MYK3(O!/"VF7YVH_8:T&'/0QL<_&1__G-6[D?_DI!C8>,3 MU7O3XZYDP3)>D@5WK12_019F@)TQKQRK MV]V=_2D-FYW]-"8[K?+^)]CI!?SA!)*O&,L]2678*7'8*0P[A6&G,.P4AIW" ML%,8=@K#3F'8*0P[A6&G,.P4AIW"L%,8=CI[X)YD1`WW)`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`:\M*VN7[N:T6;]T/Z?--G2Z MH]-F&SK-EK39AD[3)6VVH=-\N>;;2K3Q#:9L?;+?7MCK0M,VZY<>*WCM@6V' M-&?29MLA39JTV79(LR;S:>O3?T8NVV'+UJ?_3ES;;'WR8=)L&;9L??*%R+3- MUB<]3;K.CW@K$W`W#_3+[?/Y/N* M>Z9LGCE,V#1O<*RY2`\U:P[7%^G1>KW-NDX/UFL.UA?IL9I]ACG([3:Y4P\X M0R1M9?8N.WSJ-GJ\IR3I;ZN=F]]X0'>K+YY48U!TF>>\@:Z;AO M';,%HB,'43IFC4>9HEZ+BL\K21US@NYW?I M)J;1S_"RQ:!Q.<=+]ST:E[.\=/<[>LJ1@#\R#X^.K>TD/4S0QEG12=[OU/J= MIFV7^X=/+M/U?47+5=IR3\!:/CK(]J,;9OPF MG>\/M-RF:^(#*^(V[?.1/A_3EJ,C6T/K=#S:6+/KM!]OO3QXPD5QEDUXX>C! M$]X.FK71[['UR[8R_1Y;OZSMFOW\-M_+CRP%G*1MERS<93K_5[16G+>H\#*1^@2=;!GAU*L\//>H_UMI>M MMV.NTO$Y;WMI54]IRS$7N>7J-^](N?[WEI[H2?O_Y+__^ M]-O=JT]??OO[OWY_](^[7Y?["]RL?O3E[[_9(PI;/]I__OC\;XJ"/SSZS\]_ M_/'YG\L__W;WZ:]W7RR`]E\_?_ZC_(<5]M/_?/[R7TN!\>?_%P```/__`P!0 M2P,$%``&``@````A`),3,H^U`@``/`<``!@```!X;"]W;W)KJBP%X[>*[21O;3#1O*$6^$TM M.O/B)ME'["35#[ON@BG9@<56-,(^>U.,),ONJU9INFU@WT_QC+(7;_]P8B\% MT\JHTD9@1P+HZ9ZOR!4!I]6R$+`#%SO2O,SQ.LXV"TQ62Y_/'\'W9G"/3*WV M7[0HOHF60]A0)E>`K5(/3GI?N"&83$YFW_D"_-"HX"7=-?:GVG_EHJHM5'L. M&W+[RHKG6VX8!`HV43)W3DPU``!7)(4[&1`(?*GAYM%MJZ6JIU1Y!N4%M.NH.3YR!\=LL`.&T:R?. M<8H1+&,@O\=5FDR7Y!$VS0Z:FZ"!:Z^)QXK-J2)->@D!KAXN^1\X)W9P+CA' M>Q,&AB2ORWC%YE01+]XF@6B&,;G23>$`G(_+3?+EZJ-(DUGO'R"#9C:(ZTBQ M.:<8I04F0\;S;$X,-8<$!G#S([@@.@=W3C&"@Q,ZA',!)JD[Y^]DZ.9YSKZL MAQ&(94">CLDW[XA&:'">C]'BY/(#;&[BF.TP,DPL35Z/5#AU;XHN^PV,V!9C MMO,U=>(Q3QB9]=\$M#':WX=ZHKT1K4\!(L)]$"BJ-#^PL/5G6`#2U,66A;_K:& MOQ2'CW@2@;A4RKX\P,*D_^^M_@$``/__`P!02P,$%``&``@````A`!-DD]\D M0```\I,!`!@```!X;"]W;W)K\' MF'GT\L77;V\__?+V]\^?WK]^^:_W7U_^V\__\W_\].?G+W_[^MO[ M]]]>(,*GKZ]?_O;MVQ\_OGKU]=UO[S^^_?K#YS_>?\(OOW[^\O'M-_S?+W]] M]?6/+^_?_C)5^OC[JWZS.;SZ^/;#IY>,\..7)3$^__KKAW?OKY_?_?WC^T_? M&.3+^]_??L/^?_WMPQ]?<[2/[Y:$^_CVR]_^_L?3N\\?_T"(OWSX_<.W?TU! M7[[X^.['__CKI\]?WO[E=QSW/[O=VW0L+_X\O[7UR__O?MQW.Z.+U_]_--$Z+\^O/_SZ^Q_ MO_CZV^<_QR\??OG/#Y_>`S=.5#H%?_G\^6])^A^_I")4?E74'J93\+^_O/CE M_:]O__[[M__S^<__]?[#7W_[AO.]QR&E(_OQEW]=WW]]!Z0(\T._3Y'>??X= M.X"_+SY^2+D!)&__.?W[YX=?OOWV^N7V\,/^N-EVD+_XR_NOWX8/*>3+%^_^ M_O7;YX__35%GH1BDMR#X-P?YH3_MN_TA!0DJ;JTB_K6*7??8>E!Q9Q7QKU7L M=S]TNTUK@]B=Z7#Q;]Y3A`@V=+`*^#=OZ!A6P*_3%O!OKK#[X=AMSMMC$^@K MGISI7%_??GO[\T]?/O_Y`BT(^+_^\3:UQ^Y'!$XG>8M4X7[?3_MS9QVG.P7Y M]Q3E]4L<":I_1:[^X^?C\:=7_T!VO3/))4M2HJ0Z;UB`OX\Z)U_G6I&16 M2DX;+QDJDLY+QHJDOTM>`=6=%Q)1>77'U`">:1>94*KW^B7^WH_VM+UO80)R MH:2;6B41L>0X`96CN@:_W8+?AN"WD;\A;>\[N;OOHZ.`5K6*0JHG%!Y;(`5* MYA184M^KJ?MBB1UWF3?\F6=^*TEUF]?=G8_R\Y#K/@M]C!2.!P:G[^>1 M*@D/.:D72N8\6!)E"A4DUI_/TI'?F@&&IF*,%(Y+\MLR@"\:D%(]C^8L9^]" MR1P-2WC@3_MNLY>6>*4@8'=K*H;61L8HA&-S7LDFU1,VXA@NE,S9L,38;`\E MF[G@4/2PM_G/IZ)_'N8_U]"/%-31.RK8Z74I,U44+@^;Q)'*-',P5E3?,W:] M)B&\Q&8G<6_M($-;,H82#RE9PC7MJJ.7A)6Z#S3:05Q,D_;F(7J,F1.3-R9B MQ[LKAG/W<[^5;NWF?NX.DK[#_>?'#LCVQU#B627?N(H5#:=C)<;CTE'38$51 MF&*46*>]/9<9UHPQV+X$FQE#B:>67.4J:K2CV-U'\H@9O'34>&K26;\Q$9%L M]^70;P*F8-_)1FZ^_NYXDA0:[O4?>RJ2,91X7L"NO-KFNDNUI,]22V2:!BP& M"L[]U>)8BJ$3DPW=3!#$&-J2,91X9,EMKDHQVE278NH.TKT@D`6UQR4]BPC@ MZ;S9:;]SM4H!@5M;,ICD^>V,81#/*#G058QH71TCZ84O'36.$8OROG==)UER MM4I4''9JJF_N]]WVK*9\<(*G;M?M=1NC2>KGP?-)3G05'UK8.1]N@NHT< M\QM3L;?N.D%]=3\?BKX\F^IT#V4GO?1PKQMTY#E`3>)9):5TZBEJ@(JML&4:)9=C^($/GS384),_0EHRAQ#'KUWKVJ:*,?Y(9%]/,&Z$5 MY5YJL]T+ZJLI`@*WMF1H;F<,@WA&:RU[7UKV;B--X&(B!XGU#%)WZK;%>&>U M831)_4QX0F@]VO(6W2SH4T6?1;CXE[[< M1(X0Z]5WC2W-:MT)[<\RB-Y,$009VI(QE'A*:XUY7S'FTFPNII$>2M+BC:G, M>.^EP5[=SYW^?/,_ZY@[W'^N]=0<^$*)AX73LBZE4D6?4NTUI;W%5LN[>=B&L?'V?*NWY[VXJ^N5BM$Q"B! M9+`HI/A4V]`8;LA32C97K-2R#IW^V+LIN1"Y]!0Y3"RRO=]N^DXO3ZY6BY+# M09]3W=SO._PNV3LXP=-VOS_VTHN.)JES]H22+5U%B'[6$Y*AZ=)3Y`A%/MB& M/$KNA/8'.;Z;Q:T?WQ1D:$O&4.(I);N[BA)]LJ.D5QZ7GB)0>O30N.[U]N&- MJ4BEV^WE]ZO]SC'Q=)!3<7,_[T_2>(?[SX]=D#%@#"4.5[I:45SM*YBIEA_Q MND[V\V*B!BM3!?EQ-0EQGM#,%%@[QM"6C*'$0UMKS[<5>]Y)B[F82+C)*7YC M*N;008W3U?V\/17$N"/FRM3K#_?:SZ=8*/&TDG.6%IE8QZ\2;%,M33%U529J MH6*H,,4H88H!UT9L[,VV%,08VI(QE'AH:YW[MG3NG=[NOIA(N,GH]<94A++; MG;0WO)K`LN@D]6]2?Z]CWW"O'Z09#Z?.W1.#9D6:I5J:9NH>MA2U<%&%O\^: M=PM$HOWI6#SK,D$08VA+\#+E=%#U*![:6O.^76+>301N]_OJ5D0"N,N@]^>N M)JCO^^07;JT80SO&&$H\HK7V?;O`OIO&$7+VO3_"F4IG=+5:(:.V?;00M?V[U;HC MVBB"FRGJQT?_WI:,H<136NO?MZ5_UUL#%],`TAREY,4;4UD?53Y+MM_->FE2 M<3?XX_DLMFVXUWWL@$C&4.)8[2KF?5%&317]J%?4QY M3_3^\[-$AK9D#"4>VEKSOJN8]^)^E8GFS="*F$X8\K7.U00!PULKQM".,882 MCRBY8>FIVHY]1P_MNRF]*#21X\-ZY+/='8Z=M(BK50H!M8(,[2!C*/&$*O9\ M`:&*-U=3?-E1Y`BQR#JD;7_>BD.]6J604"O(T`XRAA)/"/NB.;2L;TH5I6_2 MP6Y'C6/$(C)Z.NY[O"O@N^:KU8+P/HY*IMW:DL$DP8;&,(JGM-9_[RK^NY>C MN9C(86*]O/==CU>=%=-<`MLDO]\L*D,<#IM=\=:&4SQUVQ.N0&7?1M/43X9G MM-:`[TH#C@^V_-%>3.08-;WSU6J1`1@=CN+1;Z:H'Q]]4ULRAA)/::T!QX=W M17O36U*F`:1'T^GTLN2-J0BEVY_Q'IYT_UWWO71D-R?`>V?'\CFR20*R M8RCQV-::\EUIRDL+14T+6]NFV\9(=L)V$+(WDP14AK9D#"4>W%J?OBM]>M=+ M'W,QD6N5,>*^W#$SD,+$>+\TT@TQO M@$[Z.3;*SW^W`]S3!^'LW.)T.SA<3.3"L%^SZ MU6H]\*A)OYDB"#*T)6,H\8B2G_U^1'3!'I'<`+CL*7*(6/1,[O#'W+CVDHLW MB\??T?FH8#!!P&X,)1X,PJP`DVI)WZ/OHE[V%#DP+,+?>\Z)U;M:K3N>4_%> ME"F"($-;,H82CZABNQ=TSQ7/O56KM*?((7*&^HBO$[P'O5H=`U3\?G._G\JO M&P83!/S&4.+A5/SV`C@5L[V53+CL*7)PVF;;:CWP*,";*8+C']J2,91X1&O- M]KXTV^4[3R9RE%B/"+;XGE=O+%ZM4H#@9I+G@PSM(&,H\9`JUGI!'I6^NNO% M[%[V=V-]?[!D13RXKC\?]!.>JRE"0HS[?)"A'60,)9[06@^]+SVTVKF+:5P6 ML1H/[ZD['GH\TM"^*-OL9_OSFT4.0`XFB;8TAF$UKDZ"]Z4W`O+F!/UQO]WHT][!29ZVW6Y[/$NJCZ:IP_:4 MUOKI0\5/Z^O=%Q,Y2ME//YLJ5ZM%D!,E?4IW,TG]`'FCI"T90XG'E,SN=_O& M`RVR]XUR"7`QD6/$>I9)N)UQ+MZBL%H!@)M)+ZB-^T&DP0*MVZWLZF6#&0[O15BHCDC*ZH/9.['K:;7S?W\5/P^W'^O MC5&3D1Q#B<=2,=,+L%2#E2Y+"TG;358LO!P9=XFC$&BQ&DWQA*/*'D M;,4F+B!$/^P\HEY;78X4.4(LLMX7]E<-[M4J48%GCV*`;^[W?H?9)F7D'$P1 MXN%NU"4>3_*CWX^'+M;CD5[D?G<2]F2((,K0E8RCQ MB+"E%8A2+>EZBI=HCA0Y1"S*#:CXUO1J=2![[D[VS23/QAC:,<90XOFLLM)I M!E7EL],K51,Y/JS'8]L57T!/?>]/GF\6K6`XZTM&4P2;6D,PWA.%0N]C%/%1>O+X9$X5 M*[V,4\5-ZQV(RY$BQXE%]5VS$8T2:W0)4]?+H]R;10["#&W)&$H<3/>#UY7JY2;4^&,W._=<7O4UTT&4P24QU#B"267*83:P]N) MWM3CD6RXF,CA8;U@UZ]6Z\YGKRWX9HH@R-"6C*'$(UIEKT\5>ZW3`5U,Y!"Q MGF70Z;C12Y:K53)"1[WG='._XP[W5F?E&4P1$!Q#B<>#,"LR*-62/DBOHRXG MBAP>%N'O<\[Y:K7N?#9J*FZF"((,;[Z5''7>^E.+B9RB.;N&A>G M&(^U#Z(B./Z;Q;TWPR+(8(H@R!A*/*&*RV[?/CM57/9>+C4O)G*$6(\']]3O M]]HPKU8I.+B;29X/,K2#C*'$$ZJX[`4==6FQ.WV=\'*BR!&:>^S#3E]EOUH5 MNT+3(>IF/Y/-H;@Y.=RK/]N*QU#BR20+^_U#&(VO'\+$M%Y.%#DR+`HRXVJU M>/1XJ[8F?;A:4`+>[TT;?RAE,$>+A1NH2A^=<,=)M/%,M&<$.O-DS"XT]\BCEQVT&&MF0,)1Y1Q4BW>Y]SQ447]\],Y!`Y%]V==SK!W]4J M!1!O)K%66`DRM(.,H<032M;VN]O8F8;8M3&=(N5B(D>(]7AP>)UGJ^_/7JU2 M2*@59&@'&4.))U3QT0N:6<5'ZQ/_V:*X/B'MF0,)1Y1Q44OR)^* MBS[H=<:9(H=H[J+Q:G&Q],_5*I'0[E1,#>5^QS"'+SPU@[B-@.!H0>H2CV>5 MA3Y7++0^F5RM3HFZ(M9$?WOAXW.\CN8(.`WAA(/)SE*@;-@ M`*,/]7#T0N-,D8,3^5?+'TKN>/9Z_#>+&QS_T):,H<0API/N-8Q83<Y)@BGU_W$C_!E@4X>_]1,BM$V154P-<[8V!5Q1(>%6L M]T)>%?M]U&L3S(,TE^PU>)M99 M2,!KKGDZ;D]],3D9>%%4/SG"*[E6:8<+>='O^J8H.8`$H\KS:CIEX*+&.K:$ MJ]?L!;!F(`!K:L`KT@BO5<8[*BPD0,TE^^U6ATJDTUR! MRHJ`GB@%53`U:11E@ER[HBI^ATL9V[3>Q.4E\+`-!=T*2U]S@$2%0%(0(HT`@F!UD!*U22A3O+*'B!1Y2&Q#'_O M>(MAS^H19,*D&`"J&0:HFAJ@BC2"*EG4%?E$9^OSJ;C^L\4A/:JY<88]4`IH M>:KPV0),3I#64_4*0*(B.!^`%&D$4O*E*R#1SGI(TM\BGZCRD"(CS!MYN9XU MS`12,`!4,PQ0-35`%6D$5;*F*U#1T7I4TH2`BBJ/BF6S9N63`?DT5^S0_W@! M,,T%W?ZD7P\`$A5Q/D4:@91\Z0I(M+,>DCYUP0?J""[+Q;:7E00FUB/(A*GX M@#1+`@Q`Q3"!!OD4:015LJ:":MEUL:WYZ&F)/49*T?KZE&*9I53YD!*LY@ID M3)E2N$Z.!$1\>7AT9)I@2]+E MB@\#IC9KH/!,2EHU.,T5>+ON)`I0HB(@B373(XU0PH&NH92JJ8DI ML6:P_^!$S8/3KGB/,&N".W!9811IAE:SIBHRBH\5V[JZQTYMK:'Q4>58L M(X=MZ;E!:JXX[\J^W`GZ?J\;!B2&"$`"4J012`BT!E*J)@EU+DRY+0CI(;%F ML/_`1`U!)DSE/99PKZ@A,-K>=47+[8,I&>4V2%LXVBABPG4!54S3A@ MU=2`5:015LF=KF!%4^M9B9O!J$>59\4RRZE*.J#US27=%AJ]V'.*_H#N1B3@ MQ"!Q3D4:SRG9\!6SGBR!*G.J'6?(<8)M MC;%&6"6#*CFU['+/5GST:559Z6\>0'6B-%7 M(<`I4G$-8RH/*6WP]4PLP]\[8!DQ MP8D::YKU3JH9!JB:&J"*-((J.=05&45C.\\HK/10H*+*HV)9SJA:#T4%CN$Y MF&A[C2C@U(P"3I%&."5_NH(3;:WG5%S&5-:FQ(*=4S(:I^IUL9-@!1==%!V8 M7)#N@.?)_AR!$R4!;7"*-,(I^=,5G&AK/2?95S0]JGP^18;83*=;7#*!.E10 M->.`55,#5I%&6"5_NH(5;:UG)=T-6%'E6;&,.=6=M\=#L;Q9KA?D`]*J&0>L MJ`GB@%6D$5;)HZY@16OK614&W=:!]*Q8TUC5NJE8`$H4!`1`J:D!I4CC*4UK M,WX_)5O2T5,J[+FI'*5P,4AK?:9YD-0Q]897%Z?.+D35UHQQ'$&UVIW;ZHYS M6GK#\=*9R,.:6^\G+/-].!W%A5USQ0`%<#4-^)`UI%[?&'A%@807CE<;X+*K M&5OK<,U`&-%BC!.'O61)WC-):?3;G?> MRQ@,7G/-$Q[K'?#*K;0!`*.J?G8$6/*KTA87`J/3Q:;N!JC75S0!C"J?89%' MSLV1FCFO2H-L!@*QI@:\(HWP`M25O%)-[]OQ6FF18%1Y7BPC"\S]A>F&?#6D M%R7X>S\9,M8BOUIA`*L9!K`BC4)108Y]U'4 MD.+^?.CD4@"8FE%`JJD!J4@CI));74&*)M>3*BZ5;3E(3XHU22%]WB'W(M`Y M.47QU08P.4%_UL8.2%3$Z11I!%(RJRL@T>-Z2-(7(YVH\I`B=YS3B1H#N3D> M=.T7@&J&`:JF!OD4:3RJ:?W&[T=ERSYZ5-(^+G@9$>=![)25&8;:S6&O..K: M!;<GY<#$E4^GR(' MG/.)F@>F8L*C'#K``%3-30%5I!%4V-@:5*F:=^.]O@,&5%1Y5"RS?*J]"62U MJ.C+A75S6`K.6W4D8,1MX._]1$JW`$:11A@E*[HBG>A@6^E$E6?$LF#_T>JH M>5#:RV,QM+MF&*!J:H`JT@BJY$E7H**5]:C*[HDJCXIEEDYP3X5]\LM=XFZ, MO_@#IGF((^:9\@(PHB`X'6`4:811D9R98$F1Y5G%-G?W#M1D]/I M=-!)%\"I&0:HFAJ@BC2"*GG2%:AH93TJ.>]`195'Q3)B2$O#^EQ`LYL+\%:K MV%=0\H).6B4041!G4Z011,F+KD!$"^L1R;X"$54>461^!^BBT9Z5$5]PE,Y5!9&3%,7S<6^>0DN'+36X`W?->` M$YQG;L&\],5US9`E84I9F+I&.%7L^!).=+J.DWY&<.EL94G/J>F1K[D>6290 MQ[*'"E>MG%(3K)K;&F.-L,+A:O-;PBI5$_^DD^V#%56>%0$^!YL88`)&ZDGBP32$"*-`(I^5%I>`NN[VSY2&SG;N.P"ICOD0&)9M=# MB@RP]5%6CR#K:@7(+ M7FZ+J4700\U#()UDNT@G"O#W?B(+/QYJA%'RHRO2B3;6IY/L!QA1Y1E%!CBG M$S663KLS./A,!:=F&*!J:I!.D490)5LJJ)9T3W2S'E7AQVWU28^*-0U#M7N: M*_I#>;O`+8V)15;*VP7ALI>Y>^)FZCDGD)(A70&)/M9#*@RY+3_I(44...<3 M-029,%5`-<,@GYH:Y%.D$53)F*Y`13_K416&W%:B]*A8DQAVYRT>[/IF!6

]5@8G2NKIDE,JT@BGY$I7<**9]9P*5UY9++,+5ZC, M*<7HUC8!JIAM"J@B.SW%`:NF!CD5:3RK:17)[V=EBT]Z5H4M-Y7+*2LCA^ZT M[\]2[=HY29K=7D["S2MP^7_4;[R&+`ESRC94UPBG=;;5-IBO MTC`_2NW!BULRL_INL%-@-K;2CH$4MU3/&.NI0HV02MY46M\24K2TGE3AS6WQ M2D\J,L/64UD]9M5$2J]1D%7-.U""K(HVP`O0UK%(U,>&<4-00)#"=SF6'W@P#5$T-\BG2"*KD45>@HK7UJ`IW;HM;>E1S[[T_ M[_7C8>337(%Y>70V6;2[N0+KEAR*R[UP6F$4K*G*RC1U7I*8@V1 M4%1Y2I$?S@E%#1,J<=H# MA*+*)U1DAG-"4?/`I&T3H)IA@*JI03Y%&H]J6H;R^U'9ZI4>E0Q-%\SGAO,@ MKQM8F;6KVN-AI\!X)O;LEL,RQ`D?Q_J$&[(@3"?;2ETCC))U7<&(CM: MP8@JET[ARI>63J8A!%#:Z(S`X-2TW$#5U(RQ1E#A:!75@MM1MHZE0]47W9.I M/*JTP6S+,>#I._S7SFH9J+/:(V!R(?:'3C8,2%34<\6ZIU`CD)(AE7Q:`HD^ MUD,JNB=;\])#BAQPSB=J[IAZO2L'4,TP0-74()\BC:`"\S6H4C4QY+K$*)H> M51X5RXBA>I%GM4QQ+%V!%^"!AGAZ0.)&\/=Y0QYJ!%(RI))/"Z[P;&%+ET]Z M_0%(=+L>4N2`=3KK6LGHH.:2,WIRZ7_0\.:*?5HJOASR*(E3*M((I^1(5W"BD?64V2!<$"'K([<-A%V3Z%&$"77N@(1S:Y'5#@H6R[3 M95.XA*9EDVD>E/35,'!JNNUA@6:,-8(*1ZNHTJM"C6^G;$5,CTI&'613"J[9 MQ#)BP+KM^M8+TFFNP,=193K-!7B=O),A!)"HB/,IT@BDY$@EGY9`HI'%=NX^ MKIA:!9"H\OD46>"<3]009,*D#A;YU`P#5$T-\BG2""HP5U0+')0MD>E1R94] M4*7@FD\L(P;,=J"O72"?YHI#<0:`:2XXI<<-1?]$!?[>SZ3D'"!%&H&4'*GD MTP)+8(MD>DAR]0!(M+L^GR(+G/.)&H),F!0#0#7#()^:&J"*-((JF=(5J.AE M/:K"D5<6_.S<>IV5!W#()\8F*+S-K)_;@=--37(JTCC8.%6]1I8K";WHG01N$M6 MS?,JEUE>[?KB#;&KEV`V<[527H`IQ?JSG*+-VUX*\XZ!KF)2 M;YY5'E/35(,3-429..D%[RU+`@Q`U=S4&&L$%5J0-K]%DXOTMIZF;X%JS[/* MTTK;S#?,\9TOKDR]&0(L2@(2H-4*`UC-,(`5:016\JC25[6-9V\K:F([=V?7 MZX(;:'XTP)X4RZP?2A,&%Z#FBLJ+^#FLM>#R3@T@,43`&I`BC4!"((74-IZ] M+:/I(:D[SRH/*6TPGH4SUR.%ZHOX61)@`*KFIH`JT@BJY%%7Y!.MK4>E'KVW M=38]*M:T?-KN];T*-+RY`L93S@!:W5S08_"2#0,2%0%(0(HT`BE9U!60Z&P] M)'7GO2VNZ2%%GI@&(=>S5H6WIDXR3@!4,PQ0-35`%6D$57*H*U#1V'I4:M$Q M'];4S#RJ;(G3'#1'O=F$;`I_!Z/\^Z-GE.V"45,#1I%&&"5K*HR6=$]TM)Z1 M6G-,KE5A%'GAG$[4,)W`45]/`:EF%)!J:D`JT@BIY$N%U)+1CG;6DQ+'A]&. M*I]-+,N-ZM#OI+TBH42B+QD#E%/L-L64/^!$2=Q!11K/"<=0<%J045,U<9OZ MP/O2F\IQLK)@_Z^YWITEIB0KNO)VG"''";8UQAIAE=SK]^>4K9OI]94D0!JB:FT(^11I!E7SIBGRBG<5V'HY M#\OP]TY6CA&4LF9BJ-J5N@`:HHCJ!*CE10+;NO8LMJSFGI&X5(*1I>GU(L M(XBGXZ['J96A"FD5.>4)!7`U-+CG;.J]?95P&,*@^, M908,SXDQZ:_D#H#-11V^CMD5KV^*9G?>[7=;(0]B\T!/>'Q\QG+@,H(`&56[ MEZEO?'0*`BN9TW6P:&L]+#EFP*+*PXH,<6Z*U!`H697KPN3H<V<5'^4@1^DJ/*D6,9#1+,IWM7(M:@HWQ,#)1=B<]`)80") MBAA2I!%(.$Z%M,!5V>*9'I+T$X"4@OL7$')9L/_()]9[8-*K9X"B)`@#5$T- M\BG2"*KD55?D$RTNMG,W-_U1FM`%+Z%64+&,&*9GZX]>U+HIM\KG$5.QRT42 M0,V#I'5EU?R"$R4!2W"*-,()@=9P2M74J,L3.'"BRK<[EN'OG;"T5Z04-629 M0`&$[_V`JAD'K)H:L(HTPBHYUA4Y1:/K9DO;&J"+X@BZBH-?TG-5'+RN[XTTHZJ)+G+1N8E2,\-;7B:& M*WUF?,UM`5^D$7S)T*[(//I@GWG2VH"/*M]*648.6TP/7'9FJ/*3LF9_=?W1EU!!D MPK0M;E^%JWSF?&IN"J@BC:!*%E90+?&E=+X.U4DN)9!/5'E4+".&9T;'N:0^ M.LX5SXR.E,0I%6D\I\1D!:>IFHR..IOF!O\=^DV5$@Z4G=*P`O,AM3XT- M\*AY-@K0-:,`7:01=#CZ->A2-4VSHN>RU3E=<[0R'B'FR"J[=Z4A12[:_(+5(X7I MO6(9*`&J&0:HFAJ@BC2""LP55>I9X@\?>EMUTZ.241M-,077;HMEAJ'RNI!5 M>DX`2HR`O_?3)$8%E)H:4(HT0BG9UQ4)1=?K*4D'#$I4^82*_').*&H>H$K_ M&2[Z:7ZAK0&J:'<$5;*J@FI)0M'A>E1RT0M45'E4+".&>>]LG1H'R[5F1.*T1\D]9$/4$4>.R=44P-4D490 M):^Z`A4MKD=5&-#*RJ&]7_%S7WO'PTLV>."N]QR\8K<_Z4O_Z*,B$SZQ!*=( M(YR25Q5.2P8]6ES/22X\T/"H\@TO,L%;3^IK":D$G9E:%`3658V5EQJ'#G(@^8:Z]*?A4Y;@3;W;+O]])]J(8 MLB+HQL98(XR2*15&"_*ILF)H?Y;Q^=)7E@S-9<'^@]+<;Q]WNT.13>$RG]9# MM34@M=R33PME"JDEV80\4D^N:TR!%%4^FUC&7,!G56(I@"D6()LH"%@CGYH: M4(HTDD_)E*Z@1"^+[=S=7O%U!BA1Y2E%+MCZ)ZMW)UFP!*IF&*!J:H`JT@@J MG)+Q(J M%B"A(BN=C4%3`TJ11B@E1[HBH6AD/24Q.D@HJCRER`+GA*+F0;)8@"^'CA.J MN2F@BC0>U;1,IJ!:X#9M=4V/JG#DIG*HK(P8<&6"A=*ES5YQDP[G[_X5X*3Q M:7?SDC/6K=7I)X8L"6B.L49(K?/EM@"G)R5#]*4WE2<5.6%+*JLWHUE.+9R# M!R``J[DQP(HT`@O'NZ(%VB*;'I9<<`%6"BZW-ZV,(###\EX7M496L5IN@)BK MHT@JI\"T4_KZ!SA1$K`$IT@CG)(Y7='\Z&FQG;OKVV[D7@@X4>63*G+#.:FH MF8$JS52XQJ?UZFT-6$7[(ZP`75DMN-RSE38]J^*6N:D\J[3!1S>$SX'57B"I MYIK];E,L/^`5YP.F"Y(3A:1B$/R]GT[I(0`JT@BH9%!7)!5]K0!D>,?:Y$'CQ0Q1(*"KBA(HT`BD95(&TQ"30USI(NEHN$HHJ M#RERQ#FAJ"'(A$DQ`%0S#%`U-;6HRH,>F7)T-XM^'D^ M[\Z]-%GT40Q.4L<.$U.*4P.IN:0_[3"QB1\<`8J2.*X"JO%7\FZ,-<(*AZL-<$&G;NMN>E;268!5 M"JXYQ3)RP%P8`AB@8@$2BH)Z)EC+:VM`*8HCE)(_E9:WA!)M+;9S=W2X*/%= M*BA1Y3,J,L363;FU0T&R\/Y`U0R#A&IJ@"K2""JE2L MF1M6Z0"04BKQIP"UUSOP7*KCR/`JFF\P:JI`:M((ZQPN-K\EN14 MJB9>2E]8`BNJ?$ZQC!SV._T2"*!B`2A1$&=44P-*D48H)7.ZHN71TV([=T>W MUUB>4#$U(**I\ M0D5N."<4-0^2Y:NM MWJ!$0F6WG.;'@'?72ST7X'#6:1>03#G`LPD'0I%&""5/*H06&$U;;M,1TA?" MD4PTO#Z9(A.VL)U58*ZG<^XBF^:2[5$_4P.GN>!\ZE4!2E0$'1@H11JAE"RI4%J23W2R MGE)AR2OKAN+3]JG%!?L/3-209,)4/H5IAP&JYJ:`*M)X5-/RF8)J04+9JIL> M56')3>42ZKY>9^I[\/*![WNN2`Y#^CXS)E]X6[?1\(NMK79-;,[0R;\(M1PX2$J2:6QICC9#"P2JI!8W.UMOT MI(J[Y*;RI-(&[R\=X`4E;5!()B5V''3>73*FWSGE;[S1Y7[CXE@(N:`"EP->,`5S,.<$4:P95, MJ:36DLZ<7M:S*DQY90%13&4S9X7EXPI0V29/O;F"!"07`/;"!P"A'."1]M*- M@E"D$4+)E*X@1"_K"8EM1G=.E<^FR`7G[IP::WSEBR[`U(P"4DT-2$4:(95, MZ0I2]+*.5+%8=E]9.327&05\Q^]3`8V.H9\3@%+DH^W:KJT!I2B.4$JF=`4E M>EE/J?#CMG2GSZ?(!>=\HN8.ZJ`L@:H9!@G5U`!5I!%4R90*JH5].>WLG);V M-&A\%'E8+".()[S[?-B6+[N&*WI.1(&+@8+^'KC:&P.O*)#G-2VCN8J7+<`Y MYX4%@WQSNF`.0)P/>?'`R@S8%A-I8A9.7_&:*U*4%J_8ZJ1R-]'@ZYKSOEA, MU(N>T#F=L32B6+\QJ^;LM[-9^01:Q:XO2S);TM-#DV,'-'IFEV7MQ4#!C/4< MLTX&$%!K.O)A@0;(HC@"#`>LK7*!9:@L*UJ9U+.RK&CO%@W%U^.:.V"5=BE< MB@:DJ#&>911P:D8!IT@CG))I7=<::7>QJ9EQE\$-B4653RR6\2`QJ>=1OR4& M*TKFC4-R%JQ:80"K##-O8U,O"%REZK$QP95,J^!:DE:IFMY$%T\(5E1Y5BPC MJP,F#];K%["B!'_O)^*Q^];1NQ5&:V'`J@Q38U6J'AL35LF^KF!%U^OR2C_* M!RNJ/"N6D16^W)"K2)"*!4@I"N8H"P8@M4"%K(I5PBH9V!6LZ'L]*SELL*+* MLXH4R1 M9UZ,2[P-45'E4+".&78=; M?#YCD%)S1>T+$"?8GHO)X0")(5HY%:L<*'Q;78)JW^)C-1G]])`O634'EVE55&MWN]@,XJC\HY\=U9 M'EI<#N-W+Z0D@H:BRA*H\ALB*(`EK-+2&?(HV02A9U13[1V?I\DOL;($65)\4RRZ=#8:5R MI><$2"A&B"F5FEI.Q2HAE?SI"E*TM9Z4^G-\NS%EGB<5&>(\\E'S@*77T<#5 M#(.D:FJ05)%&4"67N@(5S:U')>X024651\4R8L#::JY`)R3=&##-!5OT M5?+J5+UZ`D$4_*G*S#1UGI,ZL^WE:5&<]G\"![[EC.*T8DR@5(0 M0!7YZNP2FAID5*F9`Q58R:6N@$5SZV&I0]]65AO-90:B\@C>*\K%MP&*&[<0 MU9R*O?<$$Z!*U>.\>4QH%@6F!?Y\JB8CG[X.==F:RC4]*PMSRC3D,+W4(8WK MED,'888%FK&F>3ZGIG4YOS^G;#E/EU.Z+"A@T0'_?]:NKKEM&PC^%8_?78NB MK8^,ZYGX*WWICW!3V<[4B3*R,OW[W>,!Y-T>!+(:O7B2PP+D+@_@DB)Y7BR- MJ1`7A>_EYEX'$5"J[JS3_)N"@EIQK(.)!;I'S+]4J]-K%3QZ0GFM9(/5>^4/ M;>IGU`H?*F:-;@M:14PEL\2M'I%9:G*]6L&FI_J>7BWMJ4K@#$A>#%+5 M`<@K!5B=++^<5Q-0T"JB#N85-GB,4M*-%ZQA&]W>8@XJRBNE,?P];-53OUY- M?*#*7_9`KM%AL&"-8B!5Q%C9:747PWI$6JG/=6D5GEQH4Z%/+Y;V5"'P:7O* M1:15'0"=%&#EMOQR6DU`0:N(&HX+*25N]0BEU.1ZI<+-EU3GTRM5L\<=2XBE MF$'-PFHU.@S2:A0#J2+&RDYBB6<]0BRUNDZL>*?#0E;22CWC4:UNTJ6BGTXK?\L"ZKH;8:Y5- MLN04^4M,/=NZY,_C0"-M5Q6;5;.F20^%+.*B6:WY(0<(E#9'R<,,K3!,R7$N9P*G75.2F5 M)ES3I**>/I7"[82$R&4!%U,*7`E&?<%)FD&SNI<#LAE?3T,FE/>VH?]BVM3JG?(%0\Y56K MA::E?!P#J>+N6$%I_HE#I9R:]#15FXIV8F.]?VP7M.;>99372UVQ:C&?R3?; M:)5!8M6<`(AD`;`8C(!$BL#?X4":I^^R1!$U M)#G))/:49)HR`=75>IDH,2"3HKQ,-3_<[3^$4HQ**4*Q$)!J=!B(-8K!!(P8 MFW,DEAA4$FM*3JFO]6(%+S54&KV\O>F$N,?+W=A@?OFA]$J-1Y3NY_DA8EI" MIKKMSCD540=S2MPIR30EI]34>IGHX@TYI2B?4S4[G'-*,2FG)*7B]!L=!F*- M8I!3-0QEE-A3DFI*1JFK]5(-AZ.C#*D4Y:726%JEEEQH!7.O#L#,4X!=@FC+ M4"EB[*S**151PTBDD[C4(W12<^MUHO,.=%*4UZEFBW-**:;7,KA:B#4Z#,0: MQ2"E:A@OE:0/2S7!I7?=V%(%J1+*295B^F,Z3:J'-K6F>=>PZWCT`#P#S$5L MGSSB`K\4\]3]DB'EI"1]Q)U2*DW11TVM2Z5X%9,*\U<;FTV,6BZMEPR^T0C$[$+8V6Z\7*SI' M0S*+PC<*^DV17&)3CY-+>M)BM0R7R:E>IY^,VK.2.E!+,6E=AUJ+]9H_`X,$ M&QT)O>XR0G[P,C.( M;@F`:@_+]$$UQ$`UQ$#5QHBJ.+Y,%;"CJ:ISM"38H>$0*HBHTB()JCW,4`TQ M4`TQ4+4QHBJF[114U?PYJG$&*\A3Y>^5@&H/,U1##%1##%1MC*B*Z3H%535O MEFHS"]=_N6*FA;4KNJ8&5QT,DABN(0:N(0:N-N:Y=M4D3\`U5:6T)/#=]OX$ MT)V<[_"H4F&VP,;N`Y=<^RQ@'OR,>(J#N@47-5).:X-'3!P513E,)TS MP;6'95X/A1BX!ARXVAAQQ=Z=A*N,X\^X#7\?#EP515R'B[KN\(-K#S-<0PQ< M0PQ<;8RXBNTXQ7%5^X(-]:<2%&`-.:PHXDI73.#:PPS7$`/7$`-7&R.NXAI. MP57=A^,ZCSFL*.)*TQI<>YCA&F+@&F+@:F/$53S&*;BJ5_%^O8DP+6W-$.JMZO@F@:8X=IW MS3%P#3%PM3'B*BZ#N(HT_]<@IC*$CNN*%AUP[3V-Y4J2X+CVL,P+ZW"(@6N( M@:N-*=?+C[?-9O_PO'^^O?F^V;UN[C?O[Q]G7[>_?H@=EILF??ALMWGY_5R. MRJ=.-^Q`;%M*VU)._K%M)FVS&PO=V]R:W-H965T&ULG-U;<]LV MNX;A\S6S_H/'Y[6UWV22?%.)!`&2P*Q9LS;'KJ,DGL96QG:;]M]_H`C9Q2L8 MM\(>M(U\\84L/N;FL>R\_]=?]]\N_MP]/MWM'SY[A]O]I[N'+Q\N M__=_U"^KRXNGYYN'3S??]@^[#Y=_[YXN__7Q/__C_8_]X^]/7W>[YPL_X>'I MP^77Y^?O[ZZOGVZ_[NYOGJ[VWW^R&/NV\WS_[Y/WV]^_YT MG'9_>\ZX^YO'W__X_LOM_OZ['_';W;>[Y[\/0R\O[F_?F2\/^\>;W[[YS_NO M\>SF]CC[\(>3\?=WMX_[I_WGYRL_[KI_HJ>?\_IZ?>TG?7S_ZK2ZO/[X_O$+_=[?[\?2/_[]X^KK_43W>?6KO'G;^Y?8[JML% MO^WWOW?4?.H>\AM?GVRM#KO@OQXO/NT^W_SQ[?F_]S_T[N[+UV>_O^?^4^H^ MLW>?_BYV3[?^)?5CKB;S;M+M_IM_`O[?%_=W73;\2W+SU^&_/^X^/7_]<#E= M7,V7H^G8\XO?=D_/ZJX;>7EQ^\?3\_[^_WLT#J/Z(9,PQ/\W#!G/KV:3^7+U M,U.FQZQTSN9JLYN/Y@I_,=?^)'5ZGXN;YYN/[Q_V/"Y\^_]2?OM]T61Z_ M&_O1QU>H_WQ>7K.W7C+_6G53?NW&?+A<7%[X5^/)[^@_/T[7H_?7?_I]<5]#*)7/)W%XPO;Z>Z%/7Z^F_X!/_SE510OT?94C)?B54R054S* M4S)=B_VE4D8\FRIEIO%:.F5FL3$I,X]-G3*+V#0I(UZ>-F7$ZV-39AVOY4[- M;/3Z51&EPG]Y1ZGHO@ZG_GB73T>WU8=+O\Q+&&8CL9,VO?%?VJ\F?II;%`6* M$H5"4:'0*`R*&D6#HD5A4;A>K`\'R_'58EG^\OJE$T7#[[H!T>BVDM%X7>!P M[-ST)A<-%`6*$H5"4:'0O>A?SM'55!P:#`ZH430H6A06A>O%:RY>OEBC4/C+ MCY-0S-Z\LCF>3;JM9"C$P7C3&_\LWCQ>H"A0E"@4B@J%1F%0U"B:7KSNL7]^ M)1^^T%J<87&&R\V(HN&OPDZBP:>2;BL9#7$.WO0F%PT4!8H2A4)1H=`H#(H: M18.B16%[\1JOEP/"(5LN-R#*Q7)0+KJM9"[$P773FUPN4!0H2A0*185"HS`H M:A0-BK87KWO]Y*!B<8;+B2@:7>$A[P+YD-%M):,A+KZ=WJ9I'F&A$UQO$`:AY1,.D96*9N"R),])590,RTC=L44;& MKPU;WW*,>Y3-")*"IY1,%).*B0[DK1@9'E$S:9BT3"P3ER5Q3+K2;$!,^JXM MCHGL2<=8V6V9%$Q*)HI)%<@Q`^*63/,$PZ1FTC!IF5@F+DOBE/@O]2$IZ383 MUR5C69EVWR/S*'LP05*$*?W.6UZ-XG^B*OAP#"MY6<6D8J*9&"8UDX9)R\0R M<5D2YZ:KV.31A4O5[AO*)[F1K6I`V=SD&KY##`J>4C)13*I`CD>7B;C*T#S" M,*F9-$Q:)I:)RY(X)EWC)F/";CB9DC..)7U]%Z=$5J_C7,<74H*D MX"DE$Q7(FRG!YZ%Y$<.D9M(P:9E8)BY+XI1TE=R`E/1-7IP2<2;?C'-U7T@) MDH*GE$Q4(&^F!)^'YD4,DYI)PZ1E8IFX+(E2,AE6QQXVD[<]LHX-*'==PJ1@ M4C)1@1Q3(N[C*YZ@F1@F-9.&2 M4C)1@1Q3,A$W\A6/T$P,DYI)PZ1E8IFX+(ECXL\:`TXYDVXS<3"9R$(VH$P& MMDP*)B43%<@Q)N/I/.IB3@XN_>>7>>J:%S5,:B8-DY:)9>*R)$[-L'YVDNAG M)^*EWP24>>FW3(I`COM[)`YA)8]08L18W)U5/$(S,4QJ)@V3EHEEXK(DSHC? M@T..+-UF\L@B#NJ;28^R&4%2\)0RD#Y&RZO9.OKGM,!5/+-BHID8)C63ADG+ MQ#)Q61+G)M7.\JUR][,Q)[F1[6Q`V=QP.\M3RD#ZW*RNXI/-:''R)B_%,RLF MFHEA4C-IF+1,+!.7)7%NAM6UDT1=.Y%U;4#9W&`76_"4,I"W3EN*1U1,-!/# MI&;2,&F96"8N2^*8I/K:,PXOB;YV(JX(-A,L0;=,"B9E(,>8B$LHQ1,J)IJ) M85(S:9BT3"P3ER5Q2KJB\N>;N$G?;T9-W$3VM0%E#R;8DQ8\I0SD>/$2W?", M1JF+%URVXF4U$\.D9M(P:9E8)BY+XMQTU>6`W/2-9YP;V>!.L!;=,BF8E($< MCRXC$6#%(RHFFHEA4C-IF+1,+!.7)5%,NO/-@)@<-I/W1K+"#2AW>&%2,"D# M.<9$W*,IGE`QT4P,DYI)PZ1E8IFX+(E3,JS"G28JW(GH/S8!95/"%6Z8(1%1/-Q#"IF31,6B:6BT9J4G4M5-9UTZQB]TR*0)Y34W\DS0ECU!,*B::B6%2,VF8M$PL$YP9,4FTLU/9SDZQ>MTR*0+I8[*Z6D;?Z5G/3RK[DFF621'(3^0&EU6\;,5$ M,S%,:B8-DY:)9>*R),Y-JL`](S>)`GXK.)E*R::B6%2 M,VF8M$PL$YA%?X)R>IWBF M8E(QT4P,DYI)PZ1E8IFX+(ES,ZSCG24ZWJGL>`/*YH8[WC"ESXW_K;C1Y;1.\[D[WO#$O=+9,BD)_( M#2ZK>-F*B69BF-1,&B8M$\O$94FB]YW) MWG?&O2^3(I!C/$[>P\`C%).*B69BF-1,&B8M$\O$94D\91)%'SSN2[ MC@FNHGB5BHEF8IC43!HF+1/+Q&5)%)/YL!+WL)F\Y9$E;D"Y M:UDF12`O,1&KE#Q",:F8:":&2I>Z.<%G%RU9,-!/#I&;2 M,&F96"8N2^+]N*SB92LFFHEA4C-I MF+1,+!.7)7%N4MWN&;E)=+MSV>W.L77=,BD"Z7,SN5HOH[?0I2Z#<5G%RU9, M-!/#I&;2,&F96"8N2Z+<+%)E+W]/X+"9O%\2->PFH-SU#9,BD&7_5T>/1_)7 M)98\0S&IF&@FADG-I&'2,K%,7);$.4FUO6?D)-'VSF7;N\`J=\ND"*0_OISS MK6F>J9A43#03PZ1FTC!IF5@F+DOBW*3:WC-RDVA[%[+M76"5NV52!-+G)O'^ M.1ZAF%1,-!/#I&;2,&F96"8N2^*8I.K>,V*2J'L7LNY=8)>[95($\A(3\4T! MGJ"85$PT$\.D9M(P:9E8)BY+XI3X2XF3,E'2;B8N5A2QW%SW*7JP@*<*4 M/B7GE#&\K&)2,=%,#).:2<.D96*9N"R)*R)([)L*YWD>AZ%[+K#2@;DW[.V<>.@F>6 M3!23BHEF8IC43!HF+1/+Q&5)G)M4UWO&:2G1]2[$L6&SP-)U&\C;AQ<<4?(J MBDG%1#,Q3&HF#9.6B67BLB2.2:K:/2,FB6IW(:O=!7:LVT!^XO"",TM>5C&I MF&@FADG-I&'2,K%,7);$N4E5NV?D)E'MRK\_?;/`CG4;2)^;Q550&E(U)/^<8$_D#1`6/*)DH M)A43S<0PJ9DT3%HFEHG+DC@FPXK<9:+(7TR4=HN96D;T#$B8_&.EZW\N+C=+L+' MLQGIGT>&*)Y2,=%,#).:2<.D96*9N"R),S*LL5TF&MNE;&P#RNS`;2`O,1+E M7<$C2B:*2<5$,S%,:B8-DY:)9>*R)([)L()VF2AHEV(?;P+*QJ2?1#&IF&@FADG-I&'2,K%,7);$*4GUL_P6RF6BGUV*$\8FH&Q*^CG'E(B+ MWX(GE$P4DXJ)9F*8U$P:)BT3R\1E29R286WL,M'&+L5EQR:@;$KZ.2\I.3F8 M8*%;\BJ*2<5$,S%,:B8-DY:)9>*R)(K):ECY>MA,WN#(\C6@7$P">8F)&%'P MB)*)8E(QT4P,DYI)PZ1E8IFX+(EC,JQ\727*UZ4L7P/*QB0N7Z'RE5=1 M3"HFFHEA4C-IF+1,+!.7)7%,AI6OJT3YNI+E:T#9F/RS?!U?);[GQT-*)HI) MQ40S,4QJ)@V3EHEEXK(D#LJP^G65J%]7X@IT$U`V*%"_\HB2B6)2,=%,#).: M2<.D96*9N"R)8^)WXH#Z==5M)JY.5N(*=!-0-B;]G/[J9'DUBW[R='WZ5S(7 M/+-DHIA43#03PZ1FTC!IF5@F+DOBW`SK9%>)3G8E.]F`LKGIY[QRI@TH&Y-\3*R)$Y)JJ8]XV"2J&E7XC)CL\*.=1O(\10T/BE6<$3) MJR@F%1/-Q#"IF31,6B:6BV$W&$*GA$R40QJ9AH M)H9)S:1ATC*Q3%R6Q#$9UMNN$[WM6O:V`;V<8A;Q3V:(NYQMQ,_X]1A%V"`3 MPY*)8E(QT4P,DYI)PZ1E8IFX+(DS-*S272!O(2,U';%#RB M9**85$PT$\.D9M(P:9E8)BY+XICXG3B@TEUWFXDKF;6L=`/*QJ2?\Q*3B;@# M+WA&R40QJ9AH)H9)S:1ATC*Q3%R6Q#D95N&N$Q7N6AP+-@%E<_+/"O>GW@[8_ MNT$1-L@DLV2BF%1,-!/#I&;2,&F96"8N2^(4I3I>+N_6B8YW+'6,B"]UM^'@F`P63DHEB4C'13`R3FDG#I&5BF;@LB6(R'@TK??OMY+V2 M;'V/ZI@4>2.T/8)<5,XPY1E&G6&J,XP^PY@S3'V&:]1'5,CBAH?FGY*/C1H?&C0^-"@\:%!XT.#QH<&C0\-&A\:-#XT M:'QHT/C0Y(P(S;`"V/^6ZY-:QE_-QK]S='-4?6C.N)GV,>KGYF.$QL<(C8\1 M&A\C-#Y&:'R,T/@8H?$Q0N-CA,;'"(V/4CTQ)X+J]P?8QZ]7+L M$=<^/C4]R*<&C4\-&I\:-#XU:'QJT/C4H/&I0>-3@\:G!HU/#1J?FIP1J?$[ M[*02[G[E>_YOZ!R/NNWBZYSY2-P^^]3TZIB:B;BQ\JGI@?_W\X?+I\.O[Q?% M3W&&\:G!.3XU:'QJT/C4H/&I0>-3@\:G!HU/#1J?&C0^-3DC4C.L(!Z/3AOB M^4@VQ$=U3(W\/3X^-?T8_WPSJ4'C4X/&IP:-3PT:GQHT/C5H?&K0^-2@\:E! MXU.#QJ#Z2??!1'5.3N!/OQ^13@\:G M!HU/#1J?&C0^-6A\:M#XU*#QJ4'C4X/&IP:-3TW.B-2DZN!SKFM.^^#Y2%RV M^&--KUY2(X`_0V'=ZZ]KT/C4H/&I0>-3@\:G!HU/#1J?&C0^-6A\:M#XU*#Q MJ.7W7;W[=O3Q>W^CP=_A3'QUZ4OCUX\[CY_ MN/QU_.[7R>7UR>/;\3LW[AZ_?MG@Z>/[[S=?=O;F\[+]U?%=K_X7G__<.E;PU^VS\_[^\/__MU=_-I]]@!CS_O]\_'/W0+_-@_ M_GYXVA__+0````#__P,`4$L#!!0`!@`(````(0`W'%(C\`D``(HM```8```` M>&PO=V]R:W-H965T&ULG)I=;ZLZ%H;O1YK_$.4^#;8QAJKM MT0;#S)%FI-'HG)GK-*5MM)-0A71W[W\_R]B`UX)`,C?]B!^,U^OEY1>'A]]^ M'O:+'^6IWE7'QR6["Y:+\KBM7G;'M\?EGW\4JWBYJ,^;X\MF7QW+Q^6OLE[^ M]O37OSQ\5:?O]7M9GA?0P[%^7+Z?SQ_WZW6]?2\/F_JN^BB/T/):G0Z;,_Q[ M>EO7'Z=R\])<=-BO>1!$Z\-F=US:'NY/U_11O;[NMJ6NMI^'\GBVG9S*_>8, MXZ_?=Q]UV]MA>TUWA\WI^^?':EL=/J"+Y]U^=_[5=+I<'+;WO[\=J]/F>0]Q M_V3A9MOVW?PSZ/ZPVYZJNGH]WT%W:SO08U'7QK&VFC02 MZ\UY\_1PJKX6D+<0=?VQ,:N`W4/'K;96B4[M2V*#RJ:3;Z:7QR5<#SK6D"$_ MGF2@'M8_8%:WCDF'#,-$UA)F"DVWNOV@[S;B^)J\1=IK"OL!_.R&$HGNFC5$ MW84.\^>'/IY.;80&-A&V]TGM!_Y]R-"R(1&%W4AL@$.$$=GR$23&O10C2-\+ M"AFR]_J0#0QKQ5-2!N36J64@OSNU28C9+*%GB7R6**8(I``,]7H%#/RX!'F[ MZ)(`:Y]:1#4YOQ)"\B1,,))AA"L51"3S-4*2,(A$0'3,$:)"SIF4^$8%0G@< M)2ID/8-D@$KDRV"6O8#"/+T&S$4T(4BPJ65@))UD))!LEM"S1#Y+%%,$4@** MEJ_$M`(&Q@DA&SD(4QJ1L:`[&BV9(C(%#D!@5JEI!- M%W)`W1*Y@7'D;%#A+6,C%U$2B0@G:.8#3*@XH,M)^X1001`H(F_N$[$(A"+R M%3Z@6*)@K73#0#-O_"'9^N;7@+D(ZR`96_@6GTO;K-GI9:9JH"S!*Z)8R3 M(.+D$VV%;7,9*"7C??%!03.H=;?/?7,5#I]Q&KZ#IN*?1W2'C"DPU5BX1JM! MJ"*17)AX9IR2E__3,]_0.';)>F-EI]Y!85/[R+QEKM$.+.%2].-R;L]:-S=R M!A6D+UP-D:,NI)*,=%$@0,DH3"X8(68\DQ?\=1M@1(D)J3#`(-29RY@@1C)%:6Z#VE8IE)/LN\&(PYLG38B81K-6" MG]T.#\\Q785U&DSYL0;)V"RBYY%\'BDF$2R$,5#7"V%HF@QD%E)F(3?5$HHY MD2K#1,09G6F-"<@%05(N1P2#4D_RJ4#`*E$\[(>!)3"^Z7H)K,OR#?*P'EK& M*`C0K'AM<^%.3"`V6I7)=AG=4D"XY^NE\"Z M+5\"2??[E/F6;!7'R<`9$8(IDD@:`T(P:OMR1'`EJ"U$[:L(LJ2?!YP#QD%= M+X#U6UB`OF=7#RQT86.8:-1LHC&?:BQ<8SOC82(O[07&*UT?KW56?KS4OZ7, M=U\R$IR3!9DA8L7C)"&$1D0(!DX0(B<$8\.D]\?!6:ABSRWC.3?.Z7H-K,]" M&E`3S'POII(`-C&\262(6`F5A%&_))N\T0A1*I(AR:P<$2P`LSQX+$8(#Y.0 MBWXH2`5.;.'T3MC0>`.@$*J2%/<,,9Z:VTQS`C(C!UD>D.N:882P.&EF`\L!H5V_'+BAR<$()_.<.FCJN6`>T?-(/H\4DP@6PKBTJ^L" MMYX.Y06GA<%!+B_@Z5?UDV"M(2;@X99,M\8`B_CPC,0A%U:%'6>;FDH&7O;B M^&^RA'S$$@X,D8/:FT-1)H^0&2;"6'INS=9%3$@X=R2K)G?$A?B1*V6)C"\] M&YBO)VZ8?VNR\/R3;2MMNNR<6*R8))4CPP2X645R2&."LVCP_),[Y((`R`W" M01,Y06Z-'J17_W#DG4%8,^2@R4I@^YE`]'PO^3Q23")X)1@CYE6" MZYZ8N;5O."-(KJ8.LBL"OI0;['$9)@0`=!_5&(DY5_1T($>(A._?.!E)@0B1 MP'%^<"DO;C*-?&@:):UJJ8,F)CV;1W2'C)T-?=6A)P3S2#&)8`EN,HMB:!;IPT[J&*M` MPF-!"GZ&`!8$L.61?44CA`NAX`L&+'2.$#A>A$<.3!24D/#]08=@$8SIN[D> M"G,5S8>^Q+A\L)!5`[[!&-/#1\`UC^GA(^"'P?`2'Y6[T;@;!2H4G@]JQE(0 M!$X1?:>/%;G)*XH1KSAXD':0'>`J@K,QZI40`<\/":TI&A%Q'#,RYSD"5BQ( MXI`(52"$@5N4??9A#8RS\K)BICH8FF0#3?U46*B=)'3O9HXR3`A&CW[T')!C M@/,DICNC(V@!PL'?9!;%B%D49'I3!]G@0SA$&!0&W\G!=XH!?3;4J`LR=XU^ M.2:&^A48F)K^F]RB&'&+M*RE#IIR!?.(GD?R>:281'`J_%]N48RX17K6FSJ( M9J);"K8'ER]PYN2=\C:$=I=?)G)$P%XS]$B(@&\__+M@&8A+O,XTBQ&W2(]% M4@?9.*(D!-/0;51."]N-)6!#I)N=1EV$`8^\AR"W,OPN&+R60M]V*%`?$0]B MK_A@*8A;O%**$==(#\]38:'))3*+Z*Z7,>,\U5BX1BNT#"/8:KNI0!J$-WG' MAJ:[0^]&FAE*'32^&ERC'1@SWP$21Z01P04;(CE"8NC%BZX90X$(`5_LPH/3 M!0&(<[PN">#ETN$V22))'63?Q.KUMTL!-8;P6$>V$8T`XR\ID2,B9'$4$A]A MWH$UP[0CD/!:AG<$:=/`ON)JW[\\E*>W,BOW^WJQK3[-ZZL"OC;O/NU>K?W& MS3N'Y/.4W6?-^ZGD<\WNX8U(X-==`[P)^[%Y*_^Y.;WMCO5B7[["K8([!?OF MR;Y+:_\Y5Q_-VZ#/U1G>@6W^?(=WGDMX#S.X`_BUJL[M/^8&W5O43_\#``#_ M_P,`4$L#!!0`!@`(````(0"343-D2QX``.2K```8````>&PO=V]R:W-H965T M&ULK)W90:'[L51[26%[HBOW?9OE6FW+MJ)M MRR&I3Y_S]@,6B22)GUVR-+YIM3^"2"9`@$SD4F__\Y_?OI[]X_;A\>[^^[OS MQ9O+\[/;[Q_N/]Y]__SN_+__*_V/_?G9X]/-]X\W7^^_W[X[_]?MX_E_OO_W M?WO[U_W#'X]?;F^?SDC#]\=WYU^>GGY<7UP\?OAR^^WF\./A]N;C\=.W[Y>+"\OMQ??;NZ^GVL-UP\_H^/^TZ>[#[?Q_8<_ MO]U^?])*'FZ_WCS1^!^_W/UX9&W?/OR,NF\W#W_\^>,_/MQ_^T$J?K_[>O?T MKZ/2\[-O'ZZ+S]_O'VY^_TKG_<_%^N8#ZS[^`]1_N_OP_??KRC,U!F/WNX_?3N_+?%];1?G5^\?WLTT/_.7 M^[^RA[N/]=WW6[(V^4EYX/?[^S^4:/%1(>I\`;W3HP?ZA[./MY]N_OSZ--[_ ME=_>??[R1.[>T!FI$[O^^*_X]O$#6934O%ENE*8/]U]I`/3?LV]W:FJ016[^ M>?S[U]W'IR_OSE?;-YO=Y6I!XF>_WSX^I7=*Y?G9AS\?G^Z__:\66AA56LG2 M**&_`24G.JY,1_IK.BYI8I[HL#8=Z*_IL+&C/=&/SN5XFO27#T2F/M%A:SKL M;(?3(Z/6XQ'H[XM&=F7ZT=^?&]F"!JY=IB:+=LG_/6@MVL_L<<=''U9K_9K+?[YX[*KEZ0 M"U\X8'*VMJSU^D\.F+V_L.[_Z0'S#%@X4^"DA2]T#!]30GSS=//^[4 M9\F[CS]N5-9>7"MMG`RTD^;T\'?9@=*"TO*;4O/NG,Q'@?](*>T?[S>KJ[<7 M_Z`T],'('%!FX4M$+*%RCE(;2Y!(D$J029!+4$A02E`QL&>S7?I#K5F$A]I( MT$K02=!+,$@P2C`YX((\.+N1(NU7N%&I46[DLSHPL)80AHA8@KO$$B02I!)D M$N02%!*4$E0,[$@7.^$S%N&A-A*T$G02]!(,$HP23`[P?$8I[E?X3*FA)=@- MO?6E?^8'+:-R^AR?:U\DFD78.C&0!$@*)`.2`RF`E$"JF?SMD.M9A(?<`&F! M=$!Z(`.0$,@-D!9(!Z0',@`9@4PN\1Q+VP3/L>$-,R^)2OKH M/SZ)@R8;VBDX'I7Y=!;B;C&0!$@*)`.2`RF`E$"JF9P8=#T+\:`;("V0#D@/ M9``R`IE:"%]N1%3.0FR6&$@")`62`A;B03=`6B`=D![(`&0$,KG$\R5=%OX:7RI%OB\U$;[<"E_.0FR6&$@" M)`62`?8.H1=0A MZA$-B$9$DX=\)ZHR@*S:;%=O;)WKYPLW2I5PL$8B*/R%U`2D=K)%PL"C71::CY^"Y(ULM0:D4488H1U0@*A%5C&CK8?=R&[DM MLE(\U`91BZA#U",:$(V()@_Y#E;5`^G@5T:P*40LYT`\J.JYCDW71*(H%%DI M-E&,*$&4(LH0Y8@*1"6BRB([^NVEW"M9*1Y]@ZA%U"'J$0V(1D23AWP'JRJ" M=/"K-L#JAH8,8(W\`-Z(VE!D.GH!/'=DHR4HE2+*$.6("D0EHLHBZU^Z3>.O M+[65XJ$VB%I$':(>T8!H1#1YR/>O*CJX_GUF'Z5K%)00^&P.ZI:K"M*3>2RR M4MPQ1I0@2A%EB')$!:(24661ZT0(TOD<>?2-[G@UV5A7>GP_*N1R,(BCT6+ M68HM%"-*$*6(,D0YH@)1B:AB1,-S9B=<")G1[^:\U=B.?$(MH@Y1CVA`-"*: M/.3[5]4L?HU_=?7#\Z\IB/@6$BDN4K?O=1IG<\2($D0IH@Q1CJA`5"*J&-'P M'/^*J[C:2O'H&T0MH@Y1CVA`-"*:/.3[5]4Q?HU_=47$\^]<)'$M)#)T8!H1#1YR//O M\F75J*.X7ZPP2.RB1!J+K!2;(4:4($H198AR1`6B$E'%R`O2K;A0JZT4C[Y! MU"+J$/6(!D0CHLE#OA-#U:A7+;)++$89)!99D<8B*\46BA$EB%)$&:(<48&H M1%0Q\H)T*R[4:BO%HV\0M8@Z1#VB`=&(:/*0[U]9C#I]J;/$@I-!(DA%KHJL M%)LA1I0@2A%EB')$!:(24<7(#=+MI5@G:BO%HV\0M8@Z1#VB`=&(:/*0[T19 M<'K&B5A46H:*2C)715:*S1`C2A"EB#)$.:("48FH8N1'HK@8JZT4C[Y!U"+J M$/6(!D0CHLE#OA-E4>D9)V+E:&D*0+X91$**K!2;(4:4($H198AR1`6B$E'% MR(]$L=C75HI'WR!J$76(>D0#HA'1Y"'?B2^K'*F2/^T_W8VK0?Z:*)]0C:P4 MFR%&E"!*$66(T8!H1#1YR'>B*E?\DA+04A<^O)5TKN2X%A);^\AT]()T[L@62E`J190A MRA$5B$I$E47NZ"%(8:B-[0AS[\K60)2]V!>E82/FOSX M-4@D8;%AC*P4FR-&E"!*$66(%;87'((!&C(HM%5HHM%"-* M$*6(,D0YH@)1B:@R:$U9;/;O=@'^U:=-4CSZQG9DU"+J$/6(!D0CHLE#OG]? M5AQ:87'((&>)C!#%B!)$*:(,48ZH0%0BJ@Q:7 M@>";O"MZ95>_R+O"FI%!7@*6RU!DA7BH,:($48HH0Y0C*A"5B"J#/&_K4_2\ M;=#Z^.KR\G(AKL-;HV:]GB=-AZAGY#I::A;K]\A]K.;)0[Z/7U8[6F'MR"`_ MV\KU*+)2UIM:EQ/A"4JEB#)$.:("48FH,DC=,':B4IBT9BD;X8U!ZB:6TQ&\ MK,^1;H4&%G5(R.M>G6U68OY-;'$4;7OSU`IZN7)&\M0 M*XU6ML`4(8H1)8A21!FB'%&!J$14&:1*`8Z;1;&E9BDWN,TYVK3;LGH=6^OM M3CY?VK&$&\E:#UVK[66D1%[H& MV>D8D:=,&'-0C;B&D:4 MHYWI(4*L92D3W\OE8B=F4,R"!GUQ,S,D&RV"_%=4MB M)=@N*:*,D0V2G)'K9-@^%U:*U9>(*D96?8VH0=0BZA#UB`9$(Z+)0UXV)R.? M=NQ/;<6/6OPP-XB.S`:+#*(_C&)&-K4EB%)$&2.K*V?T=SOCP@KP\4M$E4'> M-<1F)PJMM95B70VB%E&'J$GI:KR\LK,:-2%K&K8<;(ZLX96=T%([/TX4ZZ9`FKNC*(8HR] M5R-J$+6(.D0]H@'1B&CRD.]06L).+M(_E\N5%I'+-3J]W8U4`8HZ.GO2V""J MN;,-$T9F)5\N]R*UIBQAXRU#U3E+6=4%(Z,:=](E2UC5E4%K>]51(VH\Y!M= M54U.[8Q^SNBZ]N)NC*B`<]P8D57G+"LWGQ$+V?D?,SJY&TQ82H?$BAX2W(K] M:))UGC(=Q>- M\Z2[?FXCNU9J1)!H='K?$)F.),6#C1$EB%)$&:(<48&H1%09M*;K0?6,0K>F,6BOEZ-J+#7O''8^QZ/M(5HQ>OWG!8M):H]-+=V2E^*QB M1`FB%%&&*$=4("H150;Y*^Y>U/IKEK)AVC"RJV++2.^7Q1ZKX];C1/7=HVH& M;L9[9M^@2PQ>:M/(V05%:N)10#DH1I0@2A%EB')$!:(246605\;=+L#@YAS= MN-#(BXM9ZF1T8!H1#1YR/>'+`6X.(I6P.C`UR'UMT.G5/F(IN]K'C&RD)XR"JWW*K3:V*H,\@^LAJHLA)[;$ M8MAP1_ND08NH8V3WC3VCD^H'*\7A-GK(]X&Z)G67S%<]:;!16D0R,LB+B;VH M6$3'V\T.IV<(RO%IQLC2A"EB#)$.:("48FH8N07)T5. MK8V4>[UE$,T?-P;%FM2RE"Z%;!<;^5&BCB7L=.KQ:`-+G3S:R%+Z:(OE$NXS MLL3Q:/Y$D!?DSTP$O/#>:.3LAR)$,:($48HH0Y0C*A"5B"J#U)HQ)]#M0@12 M;:3HO2R>LPTCF]!;1EPPW2[$8P8=2]BDWC.RJ@=&5O5HD$JKSC#%!?S$'?$* M<1.Z@'_QO>.C%I%US?6\'6O$4NX64$LY$R(Q4@Y*$66H*T>I`E&)J#)(94#' MAF*MK(V44S-M6)=-O2TC'5_[JZM+X8N.)=QHUE9P5`\L956/!JGX=(8IU$_< M,1"^ZFK576"?"5]S"6S'>5`%,UI=F+V9\8J4X^2.C)$[#^:.ZK$Z?+JRX#[6MB6BRB`1_&*1KHV4$Z&-0S$K(]8RMU8ZXZG-T:)Z6B>FUPLM\N5F#PIBUAS9GBXG*5.[HP*EM(6#NS# M2I:P1ZL,4DG7FD#>)JN-E/,@4,/(S3R;G9AV+4N9P-_L%_(E@(Y%W*2BS>L< M;F"IDX<;64H?;K59BC5P8@%,,ULR[LDT\W,W:XYJ_(V$0<]<6;.4#?:8D4W2 M"2-]@LO5?B=G%$M8C@UR\G#"2(?RU6ZY%T7% ME"5L*&>H.FN.&.MEC<(NH0]:AK0*D1 MT>0AW\TO*XAML2!FD+IU.&=&N;6*C)"SM8H9V=!*&)G06N]65_)!!!:QL94Q MWV8LEN;92?+@&48NH0]0C M&A"-B"8/^3Y65:+_]\YPJ[2(4-9(A+*X:QF9CEXHZXY>*!NDXVV]W*T@E(V$ MC;<,5><&.:H+1EKU`G=K)4M8U95!:D<^>QY2?6VEK.?U,*DCHQ:E.D0]H@'1 MB&CRD.]Y6=%32?QOWKS\^9>\MECX,TC=H)ZMM9';H\A(.?N5F)&;/6![E+"4 M20R7^-1\RB+6[!DC-S'HH:LW8^PXY6ZLX(XF5P1V8R6+V,-5!HE<(69Q;:5X M>C2(6D0=HA[1@&A$-'G(GS%DF9.YXB>W=TJ-2!8:D7GXQ*,MH!A1@BA%E"'* M$16(2D05(S?V-WMQO5-;*3ZA!E&+J$/4(QH0C8@F#_F>5+4FF?5?]R,06UVV M MT8!H1#1YR/>FJOM(;_Y-)C]=[MOJ"I+G3(V<$XV,E(-B1`FB%%&&*$=4("H1 M518Y"?Q*7+[65LHZ$\ZQ1:D.48]H0#0BFCSD.U-5M%QG/N,Q70#S/*:1-Z=A M7QIM9RDV0XPH090BRA#EB`I$):+*(M>)\I:+E>+1-XA:1!VB'M&`:$0T>M1L*_8B\162FV4(PH090BRA#EB`I$):**$86< MW65=B9I7;:5X]`VB%E&'J$1=7<`. M([)2;*$848(H190ARA$5B$I$%2-*+XY_186MME(\^@91BZA#U",:$(V()@_Y M_@T5N-1=X)?^6JBN9[G9>:>1'[U7X@9>9*78/C&B!%&**$.4(RH0E8@JBUSO MROV2E>+1-XA:1!VB'M&`:$0T>L.RU4&^79JR)-E=BCQ)9*391C"A!E"+*$.6("D0E MHLHB._JM?(JHME(\^@91BZA#U",:$(V()@_Y#E8%%;D"OV;_K`LSWOJKD4C/ M8@6+=K,4VR=&E"!*$66(T8!H1#1Y MR/%?I$=>^&HGD+):O:#=+L7UB1`FB%%&&*$=4("H158R\W95\?J:V M4CSZ!E&+J$/4(QH0C8@F#_G>5>6E7Q&[NDSEQ:Y&PKMB\8IVLQ3;)T:4($H1 M98AR1`6B$E%ED9.9Y=Q?T0 M-4@X4=P`BZP4FR%&E"!*$66(<8P6-G9F\H.+3WV MVDH^^1U9*6N8N2.C!*521!FB'%&!J$14&40_',^#J!$UB%I$':(>T8!H1#1Y MR/=8J(SSBDW&'HLX!GES?'LIBSA6BDT6(TH0I8@R1#FB`E&)J#+(S#_=_?J=,LJ`G]!Q^]G#[ MZ=TYG=ZU4D4S;^YA6G;;:[4U#[7LJ.7X5`KTV5/+L5@%+5?4,=*MNPN2=OQ24IH(6U4L@V-FK11L2_40C:@,E&H94TMQ\D`Q]E0 MR_'9/]FRI3[T\$M`VY;ZT,,4H1:R-=V8#[60K>DN;ZB%;$VW#D,M9&NZZ11H M65,?^I)!H&5#%J67R4,M9%%*AX&6+?6AIWM#+61K>E@PU$*VIH?)`BTK.@Y] MX#_40MKHT_"A%CI3_0:1],*:QJ:?'($6.@Y]'2V@;4W'H<]L!5J6Y#G]I*?4 MMB3/T>\WA?J0Y^B7?T(MY`5ZH#'40N>C'V*4QUG1^>@'#F7+@OKH-T5ERY+Z MZ!>.H85L0.]"A$9`-J#?:`RUD.?HP?E0"\UX_=BM/,Z"^BR"?1;49Q&,D@79 M6C_=#-K(UOH#K]!"MJ;?X`Z,;4&VIJ^X8,MAO[Q6JQZV5#2TX,AH8.'HI2D= MTJ/29(C3D$(CJLB1P:A=D!\7P3A;D!_UR@06(3_J:R;1-Z'W8Y: M0B,^[/;4$AKS87=%+:%1'_:79-_0J`^4\=76,30"ZA/,ZX<=]0GF]<.._!C, MZX?=BEI"L^^P6U-+R,>'W89:0EX^;*B%7NX+C)KRNGK$+]1"M@[F]<.6;!W, MZX)@WT65*?8+8[+.E\@MGN0-E._=Q00!NM$NI';$(M-`^"J\1A1?.` M?I4BT&=)?8+9[K"D/L%L=UC2F0:SW8%6"?5SDJ'CD*V#J\1A2;8.KA*'!?4) M9KO#@OH$L]V!LET9SG:T2JC?:`^-C6P=7"4.2[)U<)4X4$8J@QGI0!FI#&:D MPX)L'9: M?8@&6_(-S12Z],<6^H&?:_6S+]A"O_-S70=;&FI1O]R#?1JRJ/JI%VRAG_6Y M5K_X$FC9K&C4(6T'TJ9^I0;['%840?160ZB%8HA^.0);Z*-EU^J39($6NN!0 MW]X*M6RI):2-OLI`%@VUT-<$K@]!6T?4$@5;Z-L"=)Q0B,?D.?7B.(Z-OB%P MK=X?QQ;ZE`"-+:AM1=KT6YEBQM,O%)#=0MH.JZOK0_#RA;Z2?ZV^J(XCH(_E MDZU#+?3Y^VOUY73L0U_!IQ&$_$.?5:<\>NQS,0_[\?W;'S>?;YN;A\]WWQ_/ MOMY^HKK"Y?'WFQ[N/JO'G_0_GLRO`OQ^__1T_XU*#^=G7VYO/M[2SYM&PO=V]R:W-H965T=YOB,V25RQ30I(I_O?GR4D&6E)T;OMON@DVP]+ M0FA];&#+?/K?/R_/9W]O=ONG[>M]SCG/Y\XVKP_;QZ?7;_>YZ:3VUVWN;']8 MOSZNG[>OF_O96??-WN7M8'^>?NV\7^YVZS?CS>Z.7YPLWGKR]>UD^O.;]"<6=3 M8_OUZ]/#IK)]^/6R>3WX17:;Y_5!]G___>GG/JSV\F!3[F6]^_'KYU\/VY>? M4N++T_/3X=]CT=S9RT.Q^>UUNUM_>9;[_8]SN7X(:Q__D2C_\O2PV^ZW7P_G M4N["W]'D?;Z[N+N02I\_/3[)/?`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`"?HR:G29H"NC)+$W05/&3-Y19XT)&C.J],:"MLPB M05-&26)_@JZ,F;RK,LD$G0DJ:,Z8.AW&6)#*RXY8D'JS/F]^FAVHWJUB@:H' MRGJ@H@>J_H`7BF$LU[2IZX&&'FCJ@98>:.N!CA[HZH&>'NCK@8$>&.J!D1X8 M^P.QQR3OJ(GQ)!6='KKC%'>:AO(J868V:&Z#%C9HF8K4$\_*!AF3JM23@BE9 MJ>`TC!_TO*X5G)N@@A,VKAPU^37!.0PJ.+%!!6=[7+GJ2L"8<"1KMTW)2@6G3?S433S+!N<2J.`$.QUP4POW(;PS)CC!(B8XPR(CP2D6 MWYJK)Q#!>:>4RG,3G(QQ%8F?6&O*.U8?:$WO5O+L'WU=F\^K&4C)1W(XWE[\ MJI0OHZB@J**HH:BC:*!HHFBA:*/HH.BBZ*'HHQB@&*(8H1BCF*"8HIBAF*-8 MH%BB6*$PA@EWG>&V,]QWAAO/<.<9;CW#O6>X^0QWG\ELOUAHRGO6'PA-[U;W M.7EI^Y:'3MY5D5CR459HHJB@J**HH:BC:*!HHFBA:*/HH.BBZ/GBYOBVG%LH MW.3U6T)]K#%`,8QNY?KNZCJQE5%4W#EY>6=*S?+'N)4)BBF*&8HYB@6*)8H5 M"F.8<->9,E?AOC/<>(8[SW#K&>X]P\UGN/M,9OO%0E,^*/Q`:'JW2H2F>EE> M\E%6:**HH*BBJ*&HHVB@:*)HH6BCZ*#HHNCYXM;_;/?6+23"JH\U!BB&T:T4 M[@I7B:V,HD(6D`C0H8E;F:"8HIBAF*-8H%BB6*$PA@EWG2ES%>X[PXUGN/,, MMY[AWC/SH1ENJ]G9*/LL(2105%%44-11U% M`T73%T$$R7*\6_7]$2;DJ`]:/`20;<`#89;SW#O&6X^D]E]L:QT M9,5&+"SMEG$<;Y9(3=5\I4!EQ2:3"I,JDQJ3.I,&DR:3%I,VDPZ3+I,>DSZ3 M`9,ADQ&3,9,)DVD*D??>U8J,F96:IZJ">D-A8:66Z4J]@%A9*5EL[+7V?2[: M?F[:=*:U.7S^(\$KWC*3"I,JDQJ3.I,&DR:3%I,VDPZ M3+I,>DSZ3`8!\6?`R7<"AEQBQ&3,9,)DRF3&9,YDP63)9,5$,A8;30*6C44W M2K1RG;`?_=/!S5\ESPC)5:X3=F16'8N6E%SE;5DTI>2J7R=]?^*YZJT5C[Y% M:CFA]9>8QS^-+ZBE5"7OHDO*5205KE(-B']_"U*IZ MB^8_D*K^6GO92&2-4T$=MY)W!3NE*I(*5ZDRJ3&I,VDP:3)I,6DSZ3#I,NDQ MZ3,9,!DR&3$9,YDPF3*9,9DS63!9,EDQD5C%1I)895.V,!8=*;'*V[+H20E6 MKF/1E1*L7,>B+R58_3IWQ[4N^?/(8OAXKLKSR4=RU;M9XET`]5%VR?L='Y2K M2"I">K-ZU$1^8L?J75*@9JUKC4_)^%Y@D:TJZ^XL!@I_+SK[- M>]6DM\*D"ENI<8DZDP:3)NQ(BTNTH42'2W29]&`K??CY@#1G5IUX?GH7.'P@/_WK(E1^ZN54WB^=HYDID@I7J3*I,:DS:3!I,FDQ:3/I M,.DRZ3'I,QDP&3(9,1DSF3"9,IDQF3-9,%DR63&17,5&DJDIF[*%L>A(R57> MED5/2JYR'8NNE&CE.A9]*='JUPDSW#W-&>.YZET#$DSZ3`9,ADQ&3,9,)DRF3 M&9,YDP63)9,5$\E3[!+)4S86#2D?^7,=BY:4#Z:XCD53RJ]P].N$&5=PO?4% MI__40C7)5MZN18]*MF;5B<>K=_7$.^+5O]A"35?50L"2][N-:;J*I,)5JDQJ M3.I,&DR:3%I,VDPZ3+I,>DSZ3`9,ADQ&3,9,)DRF3&9,YDP63)9,5DPD7K&1 M)%[9E"V,14?*=)6W9=&3,EWE.FE=Z?U*A_C'"I*J7,JB-255L^K$4]6[6B.: MJI:+JOR+/.+IJJ^'+'F_^YW2%4F%JU29U)C4F328-)FTF+29=)AT`Q(L-O.? MSN/G7(^K]+G*@*L,F8R8C)E,F$R9S)C,F2R8+)FLF$BZ8B-)NK(I6QB+CI1T MY6U9]*2D*]<)NS*R.DO_V@>)5JYCT9<2K5EU8M'J?5/%!Z+U>#.]`N!27P<0 MJ(P7_64F%295)C4F=28-)DTF+29M)ATF728])GTF`R9#)B,F8R83)E,F,R9S M)@LF2R8K)O([RK,N_3E^+"R_I)R-14,:BXXT%BTIOZ.<]\>B*4W8E:Y\P8SW MO2WY<[5PWE@TI?R&Y:CU$9T4I4B728])G\F`R9#)B,F8R83) ME,F,R9S)@LF2R8J)A"OVDH0KF[*%L6A*"5?>ED5;&HN^E'!-;BO9+Y*P2:8: M1A*635I[GNK$$U8R,IFP'+#>S1)35[UXU?559L`BJ7"5*I,:DSJ3!I,FDQ:3 M=D#"9^/+\[N[ZE_JI4&'ZW29])CTF0R8#)F,F(R93)A,FR&;>UI[*T\5I-<+QI4C)Q>LR8+)DLF(B^8KM M)OG*QJ(GYQZ$N9OR;K)/M%`C;)5,/(_)5-6GN>ZL0#5B:7 ML8"%8/5X8MZJEV)YWQ@L*EPBH;]/LZQ^KK_/L1+\/&/>6U4EU*J+&E>H9U=H MZ!^K^]CD+;28M)ETF'29])CTF0R8#)F,F(P#$IY!^ELM)^KG^JE]RIN8,9DS M63!9,EDQD?CTFRJC*20^V83-EU7'H@%E>LK;LFA#F9YR'=V,D76E_IO*%MTH MP'!Z5Q%\8&;J7WR@9J9ZL97WI>FP'(!))2#!U9EW=X5;Y_0L<#QP M5:Y28U)GTF#29-)BTF;28=)ETF/29S)@,F0R8C)F,F$R93)C,F>R8+)DLF(B MN8J])KG*IFQAPH[,REZ+EI1I*>^/15/*M)3K6+2E1"O7R6[,>+1Z5Q'H:.6O MU77]BP_BT7JE5HZ5`I7Q$)295`+B1^NU+1Z%Q'H:+5X/]6_]D!%JWK1 M77*SKE`XSC?+3"I,JDQJ3.I,&DR:3%I,VDPZ3+I,>@'QG[@<^6J7N\37!7"5 M`9,A;VC$5<9,)DRF3&9,YDP63)9,5DPD6K'79-;*QJ(AYQ M:$J9IV;5B8>I=^U`-$S]BZUX795_S8%*5=7])3?KRH0@59%4N$J528U)G4F# M29-)BTF;28=)ETF/29_)@,F0R8C)F,F$R93)C,FMK]>9;&4O),;&3[;;;[>YWINL7>9NTB,]]UB M/VU\X!8':>-#MSA,&Q^YQ5':^-@I3IR4[=8O5M/&:6ZREC=?=8CUMO.$6&VGC3;?83!LW_\=A^_,^)TNVOVP/A^W+ M\:_?-^O'S[GX&PO=V]R:W-H965T1-%FOO!0B.M2#LM3COK_TLBC)795A74S)(8_')!:/,G[-1%ZI M)(5(HPKXRW-R*9ML63PE7185+Z^7+[',+I#B.4F3ZK-.ZCI9O/YVRF41/:

[`>H.ZO$38/6P-B>TL`(':>Q1OW:7KP&-**.#;+O27&^\-)AUKS8/2 MP-]6PZAB/U0L>2OQ@*N%X_\%#L4(AX5#V@<5Z)-TCZD5^Z&"K>PD4)KI94)Q MO4QM"4*_RZO@E&;>*].\?;*"NZ4@58(DT]E0#&L-,^_!W=%'/RC1+;A;"@(' MG=F'PY[G2^SOD5;#<35GNYPZ`F7ID8>4?&\3!4$K(FC0QR9:$/`);#B0LNE( MOV(A\]O'J@6UB8)NU0G;ZO^RX4#*IB)+.*ZZNC%S3^IAUR9`V-"/>D<&+NG< M#VLDM:0V4;!H MUYVP,5@!LVX+-H&M'DCAFA"EZWI)T5E507=@4SP\E@?+>C>%3Q_HO#MZF0Y1 MOJXPFF]$1?GPL![P36@[/.N,M6U"%*\KC,;3`Z^I*!X>UP9>""M^>TLP=<@# M3WO,-2'Z5,,^]F,JR@:Y3+;`7TY96AQIM)X.43[#0?9L1$7Y\-0V:L?FT!PC MQ=.'?;]X.D3A3)/`ERZS&0`W78*-J"B23=N$R)=STW/&%-1/CS`C;TQK7Y<'_V][=&$ M*)_I&6,JRF?QC(GU&YH&M]D!-TUC3$7Y+*8Q[164#XVC"='ZF<8QIJ)\D&NP MOFPU?KQP'&BTGPY1/-,WFH'75!0/SW&C_1B_F[(]M`/TV\]F"MRT#OS'96`= M05=DRF>QCHG;8^@>W.8+@>D>8RK*9W$//FEYA^[!;>X1F.YA5W5-0/$L[C'^ M2L6'SM&$2%,%IG-HU;R^+B&W$(9+W'96N$$:M+X*U9G5JZ46]9ZE;HW4U4PF MBI/8BS0MG5B^XHT0A\N6-MK>5MW7[6O&Y^M[=8OEM;_`+=(E.HGO47%*\M)) MQ1%R^K7-%>H>2GVIY`4V+=PER0KNC^J/9[@O%'";4K]3'*6LFB_PPNJU-Y"[ M?P$``/__`P!02P,$%``&``@````A`+I[GE?X`@``3@@``!D```!X;"]W;W)K M&ULE)9=;YLP%(;O)^T_6+YO".2K1"%5FJI;I4V: MIGU<.V#`*F!D.TW[[W>.G1):0UP5!_QD'DN4GXG MTWW-&^-,%*^8`7Y=BE:_NM7I1^QJIA[W[54JZQ8L=J(2YL6:4E*GRX>BD8KM M*MCWI4)V`'&3A3/$[H)E]N8 M!NN5S>>/X`?=NR:ZE( MLWUE?LK#5RZ*TD"U9[`AW-[GC.H5`P684S=`IE14`P"^I!9X,"(0])W0" M"XO,E'`U'\T6XTD(<`G&[[,`!&HW*$[HG!)81D-^3^MX.E\%3[#I]*BY=1KX[32AK]@.%?.H MDP3`U<%%_P.'8H3#X)#VU@WT24[+6,5VJ`@7[Y-`-/V8L'03.`#GX\))MEQ= M%/'TY.\@G6;:BVO:$3C(@,+ M!]T_@?4_````__\#`%!+`P04``8`"````"$`$<[TFJU']>4D`0UA`AH._/O]QC;8/NP33.:N9@V3P\O]NL7Z.9GJ6G[-JD-Q/6WTO_\*OSBZUK3I]9!>JFN^T;_GC?YU^^LOZ_>J M?FG.>=YJH'!M-OJY;6^N8339.2_39E+=\BO\Y5C59=K"Q_ID-+7% ML*;3I5&FQ56G"F[]&8WJ>"RRW*^RUS*_ME2DSB]I"^-OSL6MX6IE]AFY,JU? M7F]?LJJ\@<1S<2G:[YVHKI69FYRN59T^7V#>W\QYFG'M[@.2+XNLKIKJV$Y` MSJ`#Q7->&2L#E+;K0P$S(+9K=7[FNK%==P;]4^3OC?"[UIRK]Z@N M#K\5UQSG MSDPHUY[SI@T+(JEKV6O35N6_M,AD4E1DSD3@)Q,Q)\YB,5\Z]N=%H+(;"?QD M(M;C(A#K3@1^_OA(5DP$?C*13UMB4'N[U?+3-MVNZ^I=@TL`#&QN*;F@3->$ M5>;K1%WM5^[_%@Y6C*@\$9F-OM0U6),&TO:V7:UF:^,-$I*QFAVN65IRB<=+ M2!Z(KJ^"0`6A"B(5Q"I(5+`7@`&^].9`^'Z&.42&F,-GM>-@<,NT%2=X"3_& M5T&@@E`%D0IB%20JV`M`PH6=B"/8YE*@GIB_AA M/B(!(B$B$2(Q(@DB>Y%(!B9)J>:*4B!-%Q$$A:TD/NB+>.)#1"(D'?P#'TB M'$L9FL>KAFSY#-$^OS,[8&@IWDEL6[DIA_Q`J\]IA.5C7C7L3PE'9K182DH\7C7O)^IS1)]* M2!<:,+00[]$CIM%!6':O%7&M03[F:)!/.%JR+(^9)FK+II&63=R2R#6XG$_N M>T9[/6@\>)9WI`DA-LI!4WH1CU>)0:,'2D&CZ%[0V('#("(L'S,DR"<Y,BI28+>3,>[QJR('/T9"#@*%[,6-G%&/&T"`? M8_F$(QJS&;P009>F*"U;1OH[U3)S:G5;_)C2(R48ZW4#8M5B9FB"#(UM&X+ M6^E"`G+#A3/>BQG3$F.&SA@SK8_/F/"J#[8U\6RRG:3E?2!XM$.6@L>:YJ%Q M]&`;)A:('3Y&`48A1A%&,48)1GL)27,F=CXPYZYF[<_HVMLSK M4^[EETNC9=4K>2\.B=^N>]R_M'_J5E_A.WB9W[WY5KD%+_G)QJCRF0NOM3!_ MFKM/,$[\A]W+8>X>8*9M!=-^I0'7`#$/')<>`S$/'9<>.P=X3#0KM[H!PI?6]S24_Y[6I^* M:Z-=\B,LW[3KC&KZQ0?]T%8W6%;X\J)JX0N+[MT MK++BMM;-T5C7TEM2'+/;>:W_^X_W9:EK51W?CO&UN*5K_3VM]*^;WW];O17E M2W5)TUH#"[=JK5_J^NX81I5V-4U_+$"E;U?FL59?BS2^S MXQ_9+85LPSJ1%7@NBAD=*`C,3?F^M;=JPO:]V:CV:+L66" M7'M.J]K+B$E=2UZKNLC_IR*3."6,3)@1N#(C=FMC8)S%QL&5C3-GH\ER9L[F M9/:!D5,V$J[<[4$]6&O"A.M#'L[9.+@^Z.&"C82KF'%ACFUK,1P9/)B-IW!M M9Q0+,I`2FPV$*QMHC9-*'D:`60VJ.K:X\^XJDI:@<^?,A7@Q9?4\MN M7,>;55F\:;!!@('J'I/MQG2(65[%-%Q1US\K:RA%8N6)F%GKL%90L14\B]\V MMCU;&=_@^4F89HLUIJS8<06I<&+65<%>!9X*?`Y:3^83>9H#E_!I`A6$*H@Z MP(#,B?3!<_<9Z2-F2/JX1UL.VBB4('9X*MBKP%.!ST$[B[E04@VI9U&/4UFR$Q(>F8O('A$/$5^0 MGTYU$!(^58!(B$C4)5(>8>?]C#P2,_#4PVJ)'-GV7,[2EHF&$BDD/#H7D3TB M'B*^(*T_RIH=A(1/%2`2(A)UB91(>!U(B>Q_<_,MCJB;?/')MY3,X'TA,KBT ME`=H)T1\F(O('A$/$5^0SF33L;Q(BLD?$0\2G9-IT:,VKXH!(@$B(2-0E4NC0/#P0.E'+H3-"&S_R+MLQ MTF[R+B6=].P1\1#Q*>F&CDB`2(A(U"52Z.0'2K$RR$79\1X8FZG[#[K2A$S$/)DC3R(F:#R14@L=X@.I)6HYM8PL>6J5[7K'[MLB!2XE$^@P!U++ M1"9-[1(%Y#'!1-CUV4S"$V61#^Q^ZTG`;`QZ$C(1\P0O:*3O%R)*I76>P#%[3N!!P-NA-R M%7,'KW?$%;B"24_U2)IIXPQ=!G\C;1L+D'E1.DOY);;C@K9V7(9^4<98B8]],?W8-+$*3L% M0VTQVW(N=ES05H_+T6#U[)EJUFT<%PME$3UNJUO0U,O6)67,@8]I70HX&G0I MY"I6T.CQBKB@IYY)F_U`IEE7WE;0UJ2H==KGI-.=8!1@%&(424C>\$A?^X#G MK`WN>M[MC)LN:FHT]\<,`HP"C&*)"2G`4KCD300N;+O,T1/ MUII>C9SC$56+7(SV&'D8^0PU]4$]IT>*]!@F3\MSNDNOUTI+BE=R7`B;W&8E M,#W+W,X<^$D`6ZC*YPXTQSW>I.]A?6A%2$B@+/A>WQ._XS+&PO M=V]R:W-H965T]WV[@T!(A(D@:``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`/'WQK?O<^O.HV#Q]B(UXZL:MNS_`ALKQX M8E=]]QD^O'@H:[[[#!^^?2/6?/<9/OA&O)S8-9_8X<,?V!K??]:P_ZQ]P]8X M^6M_B/PU)W_X,`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`W:M;G1+A+BSVZ+LB+(KRIXH^Z(I!)O=PTYM[=373HWMU-E. MK>W4VT[-[=3=3NWMU-].#>[4X4XM[M3C3DWNU.5.;>[4YTZ-[M3I3JWNU.M. MS>[4[5[=[M7M'FY_=3_OU?Y>[>_5_E[M[]7^7NWOU?Y>[>_5_E[M[]7^7NWO MU?Y>[>_5_E[M[]7^7NWOU?Y>[>_5_E[M[]7^HO87M;_`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`U;9+ M.#GNN&07^,*3Q7JS`^QZ%,/M6D5WNQ7VZ,(PW!]>S;$9]O#"J&$[[/&%B*,- MD>>;]CSL:4OJ>1T>J>''K*;7T8?[T!JJ7:H1:JY\%8\BKD?)P':J=CQJ?38" ML]X>+_Q+S+!_:W(+;$[';<$1F_]K05]7P.]U"_ M8#Z7MUS;'00^!_UP-\%@?4U(EQIMA\UKQ$ULB,WK^-6$U^$> MA1?P.M[20$.:+24BH+!4[QW#]1FN]JT/=2ZO\PRX!$Y;6\VQHI^-4;:S1E2S M*Q?$^`ZXK=*.2KLJ[:FTK]*!2HZY4XQ(P[-E2C4O`L.=+-2X!PYXQU;@$#'O.5.,2,.Q9 M4XU+P+#G327.GCA5C/M6XA`-[`E7C$@[L*52- M2SBP)U$U+N'`GD;5N(0#>R)5XQ(.[*E4C:LYJ+N$X5H1=PG/_"997EJR9L`- MZV=+J;Z[I_TM41#E7]Q6:4>E797V5-I7Z4"E0Y6.5#I6Z42E4Y7.5#I7Z4*E M2Y6N5+I6Z4:E6Y7N5+I7Z4&E1Y7LW!]VNY%V[E_N$QB4E,I7.5+E2Z5.E* MI6N5;E2Z5>E.I7N5'E1Z5,E.]6*DG>I52PRW4[W&)9;;J5[C$M/M5*]QB>UV MJM>XQ'@[U6M<8KV=ZC4N,=].]1J7V&^G>HU+`+!3O<8E"-BI7N,2".Q4KW$) M!G:JES@[U:N6<&"G^F4HU+.+!?]1J7<&"_ZC6NYJ`^K]LECY>E4I3.5SE6Z4.E2I2N5KE6Z4>E6I3N5[E5Z4.E1)3NO MBVMV7E>M)%KBN+W/4;^;>&[O=-2XQ'5[KZ/&);[;NQTU+G'>WN^H<8GW]HY' MC4O,2`NQ]CQJ7,&#O?-2XA`)[[Z/&)1S8>5WB[.V/JCD' M="ZPU?IE'&O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O. M`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6O.`6EV7A5WC$@[LO*YQ"0=V7M>XA`,[KVMTPT.^&KP7;&'T7*V`4*+&8LV$D_R9G18*?]I%#& M@YWXDYP9$7;J3W)F3-C)/\F946&G_R1GQH4U`$G.C`QK`9*<&1O6!"0Y,SJL M#4AR9GQ8(Y#DS`BQ5D!S6B^0B$[(\H_)/=TT:\W`,G`^7_X]MN&9!EN]'[^] MR;<$+3::>W!M11]Q?J2Q"_J)Z,Q498*9IDQSKZDM]"<9`R/[VR6% M1'02JS),XCB0!BWK69)DS&64=0BK"@SAU$"1:)>)=N4:Y;MVC?+=)-IMHMVY M1OGN7:-\#XGVF&CVXNWE;?PS2MCU+E)&>_WV&,GB=B8&#)PSH\%>Q9WDS'BP M%W(GVYD18:_E3G)F3-C+N9.<&17VBNXD9\:%O:@[R9F18:_K3G)F;-A+NY.< M&1WVZNXD9\:'O<`[R9D18J_QUISV)N]$=$*J9F@,Y$.CO;][_/:FW1P>]THB)C7:J*M&IJDH$5<^,)$#CC0[06'30JC(.&D:ROM:<%>U- MXLE(G+MJ),Y=52*X>V8D@2)MM+UK7*VWUXW[!J%KM3>.N^B>;*TTGM@[R!'C MGMAKR!/1.>21V,O(EY&SZ9'8*\H1%V48S1"=PZJ,S.:;[9,$P!)TV0O, MDY&`0YHLY_"YD3B:0UQL-*,9HG-8C<0YQ$@V5IOG)NR]Y\E&,Y96HFZ&K,]Y MP1*0_21K+^V,$AVTBD?9'ROT(6V'5O]0:'Z/[%"8?W4WT?9"0XG]T.H238-] M0&%>XC#1CD)#B>/0ZA+-SYT3"O,2IXEV%AI*G(=6EV@>N+J@,"]QF6A7H:'$ M=6AUB684-Q3F)6X3[2XTE+@/K2[1/+/U0&%>XC'1K,VR/,,U14+*VBP7ZR+- M.*SS0IQ7L;]]DHC`#T.QOX""2#[;-L=#:\80%V48RA"!()5A!KE,.QIPB4.0 M_>64I#8PI#+,(9=ICB36LB49&&64=RJ6KC-MH4+3+?H*;W` M=&OXR>I_'%&>++>_ZN)%-I:=U>;6EJP`!;;VER1]%NQOO?@WJ6Q@^TS9('GX MHY*Q>8O-YD!L?QK&B]C="!&WT;Z-P/Y@C,?1Q@3<@8.>I#]B?*1O\>]F-Q:9,0,#/90-^+AOP/U,V]H>Q[&Q]I3EQV!^N\=DD MOV-7X**Q*SQ3-/:.QN^F];7V$Y4G_+:.U./@MW6D+DXR;UVIQXU^;VVV;XRT M)M5C,`7VYW)Q"D\C;W]Q)-@;[R_3&8']93L%L-MMH MWU-@[:U7H#G`SD)S@)UCNBSVE[&LO2ZB?;&"_3F?I"QV%BJ+G6.Z+/87'^UZ M^PO5_OA/5;7N@(<'UW__15#[`2H=\%*J.N`QBMJ5;?^F+;B"?OG1OD-A?CC> M3;2]T'">V@^M+M'LB`<4YB4.$^TH-)0X#FWY%I;DQ_H)A7CZTT0["PWIST.K M1]#L1Q<4YB4N$^TJ-)2X#LU'(#_2;RC$T]\FVEUH2'\?VN0('BC,2SPFFG6^ MBI)UOB[Z&.3GN76]B/$*UO4F(I##,*SK]+4;&-KL=YNH',Y7\%BB[6URPVL:CB7 M50WGTFO,5^05\]:_>C8JX5Q6)9S+JH1SZ25F:S8IS0]D^[.'20V'LJKA4%8U M'$K4V%Q;:4X']B<1DQI.957#J:QJ.)518T-H<2`K,QS(JH(#655P(.#EFWGX\;7AS4^V2E5U@F-4U0FZAN7F MG?&KLTUHNXFV%QHF:C\TRQM'V,5&23ES-BP:\(>23DS.FSIT",I9\:'71/V2,J9$6+=DTWEU:U,N4@9#O#`5#'&) M8(A+!$/-@E"SQFP-E&_*Y&J(+0!Z'-IF^Z/1+M+@@K1Q_6MM96W13E6`QX,+ M\'AP`1X/+L!#B5D[L."02P2'7"(XY!+!H3G#^8 MK/U9-"VY]5,^Q9/^6#_END`)"E`N"3"@#&98'-63L"D$DC`)E4`"A2`:#XM0+@D@J` M2RH`$*D`0.3%2FT(P>93F;J%LN[KO]!"#5F:F^A&:9W;NT5[7:38ZU6?OKF. M<6V'9B\HB#9(KHKL1-CF5R^*[$8,_I3)7F@HN1_:9,F#"..?P')!Y##"V!?Y M^7(48=B0X]`F-^0DPI9CSRZ&G$8,QGX6&DJ>AS99\B+"QI+)A9#+B$')J]!0 M\CJTR9(W$;8LJ1=!;B,"!>]"0\'[T"8+/D18[6_S4_$QPB;]M?Y1X;;^T<7) M3;&6TN/&^=;K'[8*Z#$8?H?]`N.W54"/G*Z*G:.>@>;0V&&'F9X"[#&T,=@_ MIC<&.\CH?W+]P]8/?60T!]@_J"QVB.FRV$G&LLGUCPY[#97%/D)EL5-,E\6. MXJ.5ZQ\==ARJBMV$JF+/F*Z*O<6KKFTT75"'O8>J8E^AJM@S)JM:W^RF+5]+ M/EMM6A9KHCT"->UB^U*N5,0S$RF6/ M`P#6*X\B`6"]LHM+`#;E&B[0!`"V])@4"!:Y0+`X$K8V:^[.L5;9Y#% MCR+;H6$J=T(;#]W)Y9/=B,%A="\TY-\/#?D/0EOF3RZ='$8(TA^%AO3'H2'] M26CCYB>734XC!OG/0D/^\]"0_R(TSZ^73"XC!OFO0D/^Z]"0_R8TG_[V*;&VTT,P M+FL[7:0*P(\J@+^O5@".5`$\4@402!6`($^>[.W6._HV4QEP264`(I4!B=-E M0">5`9Y4!CQ2&0`Y70:04AE02F4`)I4!F=-E0"N5`:Y4!G"BC+5^/N>39:P! M]#B4L09P*K$[H.4B02@7"4*Y M2!#ZS%@"6BX3A'*9()3+!*'/E`EHN4P0RF6"4"X3A$Z7L:90`;`.T$5:J'-" M9U3&.D"/K([2+0"V9.IQX,SZ0!>I3!Q#N0R(G"X#2*D,(*4R(!*[=0&1TV4` M*94!I%0&3%(9,#E=!IA2&6!*9<`DE0&37$;.%7;KH=OP5*;N#.W7[DLZPR&\ MZ0Q'J>D,FWM^RWP,JSI#UW"0W8DX3,EN:#B>[H6&"=D/#?D.0D.^P]"0[R@T MY#L.#?E.0D.^T]"0[RPTY#L/#?DN0D.^R]"0[RHTY+L.#?EN0D.^V]"0[RXT MY+L/#?D>0L//K\?0D,]6#-U,)+0VS45DM#;-16RB-68N4D[`0#E!`^4$#I03 M/%!.`$$Y003E!!(8NO5=R78""LH)*B@GL*"=$D@).857`*:P*.(7U5"T638]L+1+*H#7/ULT\#B;9NIF+=(>8'\U\ M]HR"9F7:&B;_'B;/&B87J0*XI`K@>C"J`4JK@1SJ>/>N5 M_.O+"O,U>?P:@%(%`$H50".-`31^M0+8I`I@DRH`1JH`&&UM+'YT91V2C_6I M3-TAV8T'+^F0AO"F0QJEYGIRB^%\#%M@5-NA85`[H8W.Z\TSNQ&"6=L+#>GW M0T/Z@]!XRA:;#;^'$<8_9V6?.8HP5#T.#55/0EL.*KEIYC1",*BST)#^/#2D MOP@MTK[/,;?SOR'T7&G+?AX;<#Z%5?K0W MRCQ&V*0?UJ8I9=:FN8BZUJ:YN)RSV49[GXPU;1Z"<=EJFHL8F%W$=9$J`,GE MM,E],G:MUK]&!4`H%0"/5`#T+0O(?3+6SB4%`",5`'Y4`/Q]K0!HI!$`1RH` M`*D`"&3WY0!F5U>3<0!+*@,6J0Q@G"X#0&DT()3*@$>4L0[0MW*RC#6%'H-I(GIK"K=:18)4+!)A<(,#D`@%F-56+17-U MPII".(+604YPMI3F<6#!FD(7@9LMI;FXQ&U##D?6%'H(,+"FT$6J`"ZI`K@< M*ZRTR\O6%'HRJ@!*J0*0I`I`KEO#;'MX8LC2=XB@UG6)S/T&9CV%5I^@:CK<[ M$8=;O'=#PZ%U+S0

@ MH)R@@G(""\H)+B@GP*"<((-R`@W*"38H)^"@G*"#<@(/R@D^*"<`H9P@!#FM MDW([D-/:)A>1T]JFI=C>>-;\^K2VR>-HR MK,6B61BPQ@EER+OVE3K6.'D<@+/&R44ZN0/-L2=[.Z)_T+W-&1INJ=1:JY$-D>Z M,A_#JBN1KF$"=B)NO$E*[Z_=C1!VL,(0/*C MT)#\.#0D/PG-MUWNJSV-$*0_"PWIST-#^HO0(GU[->4R0I#^*C2DOPX-Z6]" M6TY->S_M;?SOR'T7&G+?AX;<#Z&9XW%FD7MI'R/,.(XP^?5GG9J#@[+6J;F( MNM:IN;@HI#)` MDDRX)-&`T"I#'!$&>L!?2LGRUA;Z'$H8VWA4IS/[-X03$5STK.NT,.H ML#,Y'_Z$7WQ7GG*S]37_\O)\M+FULMZ^",TZ10_""L-QZ4X_#U%MOZN(D]K;.YW&CY1L; M*QO-K0NVTN=!F'GK5UVDLMA!ILO&/M-@WZR?V@J@%[%_OXZ]O?_/XVACL,], M;PSV&9^#K5E["=&6"KT"S0%V&"KK9X9G.+"',3SC6'9]<[V]4F;O__,@*HO] MA+?:8L>Q,GG^SCKBJ6G7$J\,;L^5E,!O?#X?FX:^!7'_\U3K=\3]^ MUY\&>A"!G[X0\K4'61S0[ MR%1'M.D'SE:'\.9P-4H;]D:P.$LMY'J6?Y-?PA`:#@<[H2U_L6;/2NQ&#(:X M%QJ(V0\-^0]"LZ-\;*XL6!Y&&$H&@)!R4A(.2<%`2#DK"04DX*`D')>&@)!R4A(.2 M<%`2#DK"04DX*`D'I>:@[HB&-YOR;[QG.J+EBU#YS9ZKH_3,Y0T/X\L;H>'` MLA/:LIU(GHC8C1`<4O9"PX%K/S2D/PB-#UM)0S0.:A,ECN*K*'$<&DJN#1A'G1.N#5`L$*2X()"T`)"V((RV`(RUX(RUP(RWX(BWP(BWH(BW@ M(BUH(BU@(BU8(BU0(BT.:*0%-:0%-*0%,Z0%'Z0%'J0%'="L#Q(O2X!`<0D' MU@?I=Q,.K`_2N(0#ZX,T+N'`^B"-2SBP/DCC$@ZL#]*XA`/K@S0NX<#Z((U+ M.+`^2.-J#NH^:'CSZ0OZH"&\61D:I;H/6C3/`935,:SJ@US#@64GXK!0O!L: MCB%[H>%(M1\:\AV$AB6UP]"0[R@TY#L.#?E.0D.^T]"0[RPTY#L/#?DN0L-X M+T-#OJO0D.\Z-.2["0W;=QL:\MV%AGSWH2'?0VC(]Q@:\MEBC9N)A-:0N(B, MUI"XB"%;"^(BY00,E!,T4$[@0#G!`^4$$)031%!.($$YP03E!!24$U103F!! M.<$%Y008E!-D4$Z@`8LZL$$Y`0?E!!V4$WA03O!!.0$(Y00AR&DM@UN,G-8? MN(B#PWI#T*SS9FZ<.1;BQ)'\564.`X-)4Y"FRQQ&F$H<18:2IR' MAA(7H8V3I`\&7D8(TE^%AO37H2']36C+QVS7VQN9;B,`R>]"0_+[T)#\(32> M'GD@\#'"#&<8U=[6;FV).X6RUI:XB+K6EKBXG#1]'M":%`_!N&R=Q$6J``:I M`B`<*\CS@+9.XLFH`J"D"H<1217`X-*9C?9Y0%LF20H`22H``*D`"/Q:`?!( M(P"05``(4@$P:-L9OF:K),DX`":5`8Q4!C1.EP&A-!H@2F4`),I8R^-;.5G& MNB"/0QGK@D:1$@:!I`6`I`5_I`5^I`5OI`5NI`5MI`5LI`5>I`5=I`5*O=4&J)1Q8 M%Z1Q"0?6!6ED<34'=1T:.[%+1Y6=4'C5Q=@9R?B4&(W M-!Q#]D+#D6H_-.0["`W/+QZ&AGQ'H2'?<6C(=Q(:\IV&AGQGH2'?>6C(=Q$: MQGL9&O)=A89\UZ$AWTUHV+[;T)#O+C3DNP\-^1Y"0[['T)#/VA$W$PFM'7$1 M&:T=<1%#M@;$12T_F`4Z=L!"&G!!VF!!VE!!VD!!VG!!FF!!FE!!FD!!FG!!6F!!6E! M!6D!!6G!!&F!!&E!!&D!!&G!`VF!`VE!`VD!`VG!`FF!`C3K#\1?ZP]42SBP M_D#C$@ZL/]"XA`/K#S0NX<#Z`XU+.+#^0.,2#JP_T+B$`^L/-"[AP/H#C4LX ML/Y`XVH.ZOY@>%_="_J#Y>OMJKM)1JF^BB+/5:^.8=55%->PUKH3<>,5>7TG MP&Z$8.%U+S2LY>Z'AO0'H?'%W^1N$M\RE#B*KZ+$<6@H<1+:9(G3"$.)L]!0 MXCPTE+@(;;SDK^\!N(P0I+\*#>FO0T/ZF]"6Z9-W`-Q&"-+?A8;T]Z$A_4-H M/$'R_/]CA#UW/XE[A;+6F+B(NM:8N+@/_]M"B2>C"N"2*AQ&)%4`AN,@]/%_:V*2$N"22H!"*@$,OUX"6-(HP"65 M`(E4`B@R`]EB23(2\$EE0"25`9+398`IC0:<4AE0B3+6^?A63I:Q9LCC4,:: MH5'$"=0N&:D6$%)<,$A:($A:,$=:($=:$$=:`$=:`$9:\$5:X$5:T$5:T$1: MP$1:L$1:H$1:'-5("VI("VA("V9("SY("SQ("SJ@63,D7EHSI%K"@35#&I=P M8,V0QB4<6#.D<0D'U@QI7,*!-4,:EW!@S9#&)1Q8,Z1Q"0?6#&E^3L*#?F.0T.^$]"]#PWBO0D.^Z]"0[R8TY+L-#?GN0D.^^]"0[\$U&N^C:S1>6T,9.2"#K55Q M$1FM57$1FVB]B8O81NM-7,1&VC-`+E).X$`YP0/E#"!X.T$$Y002E!-,4,Z` M@G.""LH)+"@GN*"<`(/&#C(H9Z!!%MF=)CY+E!-P4$[003D##\X)/BAG`,)C M!R'(:9W$N$F4T]H&W4YK&T81IQIK&U0+/B@N\"`MZ"`MX"`MV"`MT"`MR"`M MP"`MN"`ML"`MJ"`MH"`MF"`MD"`MB"`M@"`M>"`M<"`M:"`M8"`M6"`M4(!F M;8-X:6V#:@D'UC9H7,*!M0T:EW!@;8/&)1Q8VZ!Q"0?6-FA^BO=O(UH*\ MR/0<8*^AC<$^,KTQV$E\#O05.K9DA"WQ%SAUV$>H[&E$3I?%?C*635ZATV'' MH:G';D)EL5M,E\6N,I;55^A8XY<,%CL*5<6N,5T5NXM73?Z$?%85.PM5Q:XQ M6=6Z11_'^+H@_1/R$8'YM=9Q_!K:#6L=58M=@.)B#R`M:"-2SBPUE'C M$@ZL==2XA`-K'34NXL?_H^OJ/U6A[.?;-F/;5FS;CFT[L6TWMNW%MOW8=A#;#F/; M46P[CFTGL>TTMIW%MO/8=A';+F/;56R[CFTWL>TVMMW-MU'VL\^2LI]O"P\H M^_GKP@/*?OZZ\("RG[\N/*#LYZ\+#RC[^>O"`\I^_KKP@+*?ORX\H.SGKPL/ M*/OYZ_[JP=>R__;+3P\/SQOWS_G3P_3P^?.75_]\_,^O_$Q\^\[; M]__8_NKIX>,_OJ%NWPT\$&)Y.FK.OI,MSR#-V7O9\HM_SKZ7+<]1S=G?9W=H(#\=GS9!K)8\'380M^)=P:;+GNP:;&`Z6PTV,!\OQWK(GRXA]>=`>7;(%,P^(Z^UP@ M$ZS;W=CNIMFMXXW=YZW[.6:[:6&[1;(%'_FPX(,*)Q9\Y+!N=V*[DV9\Y,." MDJH^^["=A?-^,B'!1]4]SYC7IA,AK/1L9SWP5/%*I\6&;*,9CZ8R(S** M>%R#+#.'6S5E%2Y\]1K*S+B?'\/(]>:!?^H8.,$`\RQRM./;>AC[:WED/L+` M/]F.>0G#Z%6&Z)/Y"0P#SWI- MQGR&8?3J1+1C7L/`*;%D>KV\DAOM])ISD]F.^1W#\KINM&.>Q["\O!N,^1[# M\BIO,.9]#,N+O7.F9FV9DK5C*M:&*5C[93QT.A@.G0VJU68I5GNE5FV54K53 MEFA7J`7:]:E.;9,RM4NJU"8I4GMD67956I0K:I(;M,SB^BU(#,.7DW4GQ&NDS^9CN_R\G?9-R4:/XFX^9$\S<9-RF:O\74K"U3LG9, MQ=HP!6N_C(1.!`.A\T"UVBS%:J_4JJU2JG;*$NT*M4"[/M6I;5*F=DF5VB1% M:H\LRZY*BW)%3?(8,?.W?BL2O3"?&3+WDNCECV&?'1*,QXN9O\66/S_3+H5M M7]6U;576=M72[\JW\%?4/8_P,G]KOXE>F,_KF!\OT0OKW]M$+\SGN$0['O5F M_B;CD6_F;S(><6;^)N-19^9O,AYY9OXFX]%GYF\R'H%F_B;C46CF;S(>`6?^ M)N-1<.9O,AX)9_XFX]%PYF\R'A%G_B;C47'F;S)=)G^3Z3+YF\R_PJU68I5GNE5FV5 M4K53EFA7J`7:]:E.;9,RM4NJU"8I4GMD67956I0K:I)EG,S?.C-DB[%+9]5=>V55G;54N_*]_"7U'WK"ED_M9^N^Z<^9N, M]8/,WV0LNF7^)F.Q+?,W&6MNF;_)6)S)_$W&&DWF;S*6:C)_D[$\D_F;C%69 MS-]D+,YD_B9C>2SS-QE+8IF_R5@&R_Q-QM)7YF\R5L`R?Y.QZI7YFTR7R=]D MNDS^)F/5,?,W&2N-F;_)6&#,_$W&.F/F;S$U:\N4K!U3L39,P=HO(Z$3P4#H M/%"M-DNQVBNU:JN4JIVR1+M"+="N3W5JFY2I75*E-DF1VB/+LJO2HEQ1D[?K M[\E?EN2-WV=W,M=VGC/REZMYKN<<;"%S#>[E+FL<;`KF4MP![N6N?1VL!N9*W`'.Y2Y:GFP M(YGK0@<[EKD\=+`3F:M$!SN5N3ITL#.9BT0'VY:YIG:P'9E+:P?;E;FF=K`] MF4MK!]N7N<)VL`.9"VT'TV66ZTVFRZS:FVR2N2QY]+DAQ*=M7L6G;=[$9V MT^Q0=MCL2';4[%AVW.Q$=M+L5';:[$QVUFQ;MMUL1[;3;%>VVVQ/MM=L7[;? M[$!VT$R7R=^L`5TF?Y--LJG9AFRCV:9LL]F6;"N9FK5E2M:.J5@;IF#MEY'0 MB6`@=!ZH5INE6.V56K552M5.6:)=H19HUZYSUSYW MF^W)#GJ\/<<[Z/'V'.\@^[RFR^LD>$E.E2M8"2E3#<5P;V>T\"1[R?5+C8"&DQL%! M2(VS36_;2?"/_*UQL`]2X^`>I,;9I[?])'A'_M8X6`>I<7`.4N/P\^.U3M8Y M*GYZP7K.W\AT36LUVUW)>DXC/\&99[=B;B)'UNDV0:;#5R%U+N! MJ9!\-ZZ803;<5CTPR+>;\X)')HL$V^*.IYLPX%9)=B19.$&5'@CC-D]T(XN17=B((>S4@ MC>3;/V9E?_GPPV_WGQX.[Y\^_?SKEU>?'SYR]\+KO_%LOU=//W_R]O>O__/\ M^!MW)7WSZL?'Y^?'7Y;_^=/#_;\>GGP!+_[X^/C\__]Q@-\?G_Z]O$/BPW\! M``#__P,`4$L#!!0`!@`(````(0!ZQN9LV@(``-@'```9````>&PO=V]R:W-H M965TU]42%9+Q-$;9=9-$VYP5K MMRGZ_>O^)D&65*0M2,U;FJ(7*M'M\O.GQ9Z+1UE1JBQ@:&6**J6ZN>/(O*(- MD3;O:`LG)1<-4?`HMH[L!"5%7]34CN>ZD=,0UB+#,!?7+YK:*L, MB:`U4:!?5JR31[8FOX:N(>)QU]WDO.F`8L-JIEYZ4F0U^?QAVW)!-C7X?L8! MR8_<_<,%?<-RP24OE0UTCA%ZZ7GFS!Q@6BX*!@YT[):@98KN\#R+D+-<]/G\ M870O!_>6K/C^BV#%-]92"!O:I!NPX?Q10Q\*_1<4.Q?5]WT#?@BKH"79U>HG MWW^E;%LIZ'8(AK2O>?&249E#H$!C>Z%FRGD-`N#7:IB>#`B$//?7/2M4E2(_ MLL/8]3'`K0V5ZIYI2F3E.ZEX\]>`\('*D'@'$K@>2##<7EGL'XJ#0;'M)2$. MHX\E.,9.GTY&%%DN!-];,'$@6'9$SR^>`[..)7@S%LA#U]SIHKX4T!):^;3$ MKNLNG"=H0'X`K2Y!WABQOD3@>`S)7H$D)X@#'DY&(,BI$1^FY/7^'HWH(N@D MLH9&\.D%O=N5`4$X)U`P1JP_1&3O(48V0,O0QOOR-3A%P'U2%L:3D%<&$_== M2A*8EXGVX7D8)?@<;^\^&Y[/H,WG\Y%NB.=ZW1H\U3W)=&4P2:_;\UUW-C&V M'@)P$KG^V%@V//=G87`^'PF'8;]>N`9/A4\"71F,$1YX7A*-=:U'YU$<3HQG MPW,<1.$;@4?_HUN#Q[KC,ZV9<@,Q<^)';A2=\^H!ZR$`>QZ.)\9A>^N7&`8< MA)X[.SDWB9OE;-9/1[;T.Q%;UDJKIB4,L&O'8%V8U6P>%._Z-;/A"E9J?UO! M%Y3"#G)M`)>&ULE)5?;YLP%,7? M)^T[6'YO#(0D"PJITE3=)FW2-.W/LV,,6,48V4[3?OM=VRV%)$J[%P3F^/CG M<\UE=?TH&_3`M1&JS7$\B3#B+5.%:*L<__YU=_4)(V-I6]!&M3S'3]S@Z_7' M#ZN#TO>FYMPB<&A-CFMKNXP0PVHNJ9FHCK?PIE1:4@N/NB*FTYP6?I)L2!)% MFN@7T_QBEE+][^X<1>"J:54:6=@!T)H*=[7I(E`:?U MJA"P`Q<[TKS,\2;.M@M,UBN?SQ_!#V9PCTRM#I^U*+Z)ED/84"97@)U2]T[Z MM7!#,)FR><)49L;ZR2?X,H]E#! MRZ/=4DO7*ZT.",H-:M-1=WCB#(S/LP"$TVZ<.,=SC&`9`_D]K)?3Y8H\P*;9 ML^8F:.#::^*Q8GNJF">]A`!7#Y?\#YP3.S@7G*.]"0-#DM=EO&)[JH@7YTD@ MFF%,KG13.`"7XW*3?+GZ*)9IU/L'R*!)!W&E8\7VDF*4%I@,&2^S.3'4'!(8 MP!U5ZB:(+L%=4HS@X(0.X5R`R=R=\S186#+='I4S[.B62\:H2W&:)=+ZL1CGC"2]I\$=#`F6T60!P>K0_<*#51U@0P=3%KJ6OZWA)\7A&XY<%4JE[,L#+$SZ MW][Z'P```/__`P!02P,$%``&``@````A`&0^E\*:"```9B4``!D```!X;"]W M;W)K&ULK)I=<^*X$H;OMVK_`\7]`K;Y,*XD6P,& M#.;#P)YSKAUP@FL`4]B9S/S[;5EJR59[O,F>N1DF#Z]?M=1JV1)^^//[Y=SX M%MW3.+D^-HU6I]F(KH?D&%]?'YO_^6OZA]ULI%EX/8;GY!H]-G]$:?//I]]_ M>WA/[E_34Q1E#7"XIH_-4Y;=G'8[/9RB2YBVDEMTA6]>DOLES.#/^VL[O=VC M\)A?=#FWS4ZGW[Z$\;7)'9S[1SR2EY?X$+G)X>T273-NGIX1A##]BP-^[1RV/SB^'LC7ZS_?20#]!_ MX^@]+?R_D9Z2]]D]/B[C:P2C#7EB&7A.DJ],.C\R!!>WR=73/`/!O7&,7L*W M<[9+WKTH?CUED.X>](AUS#G^<*/T`",*-BVSQYP.R1D"@'\;EYA-#1B1\'O^ M^1X?L]-CT^JW>H..98"\\1REV31FELW&X2W-DLO_N,@05MS$%";P*4Q,JV7: M/:/7_X1+5[C`IW`Q6G:OU^W;@X^'`LJ\/_`I3`:?-X'BR$W@\]]',A0F\/GO M(S%D?N`_P@;&5B:H)BF&)0)@_ZGH1MVEF`I#Y:(XC'67#K!5^,\G6\5A-]2X MU[?:YI,YKPTWS,*GAWORWH`%!P8KO85L^3(<`Q*`5<$#EW7RLS*!^F`N7YC- M8[/?;$`%I%#;WYZ&0^.A_0WJ\2`T(ZK1%&-4L.)CMJX.)CJ8ZF"F`T\'!#K8ZV.E@7P!MR*!,(ZPGOR*-S(:E$7LU M0J!&0AN(,2KP$E<'$QU,=3#3@:>#N0X6.O`1J$B-@98SE&"H*QVL=;#10:"# MK0YV.M@70"EGL-C\BIPQ&[@7%4K/[G3*/1]Q#5LB97UVRY*QE.#HN(1,")D2 M,B/$(V1.R((07Y*?AKR4$@QY1X$_R*O#(;6)5A M]LB<#8=:]8V$J"ZQ4H*CY!(R(61*R(P0CY`Y(0M"?$E4O[2YN)02#'E%R)J0 M#2$!(5M"=H3LBZ246'A2*B6V^LD1;XE,G>(1,B=D08@O22%HHU]>/)92A$&O"%D3LB$D(&1+R(Z0?9&4$@;/ M(Y](&%.7$\:)9O/)U+!U.54<&(-555P4NBZ M*PC<(^52U[.U97XB1;AJ3`F9$6M/$"/?972-OC4L+T9S*4#;!2$^)X4^+(5& M5=)*D%(?!MJ692U%V-B&D(!8;Z6F,#RZ]4Z*T'I?)*64PL:ME%*^BVNQTX#L M%!^^CA)(`SPD5-RQ+!A'OH=C)N5,^S%E)`9 M4T[; MR>_1=5\DI5P:<+)52F9%TN"L"+.6R\MI0P3315:?W;'+'1VC2M6Q*Y"IAFLB M4)\?8[&%=XHJE9P9]?)0I;SFU&N!*N7EHU=M]$M4J>A7Z*5:7`L$T:N1Z!O: M[FB#%ZH@`FJ_196RWWW(?H\7YO;E5$-: M75E.+B*V0N"136^@%<,$5?V\N@=#.++6]Y93U`RD^0R1:L]#5-O>'%6\/

    0(_T/GDS8/M.?:YQ9)8*4R^FL;C05(7I"F2IRID@XG?Q?A>. M++2JG*)$5>6,>GNH4MYS1-R[<@KQGEC*VD?KVLXM4:4ZM\+65`!K1#\-8(,* M%4!`K;>H4M8[1-QZ8)%AVZ.B8K6!\BA-C'^XL3"YMMIP5%YM#.V1:,Q.T?75 M1B#U^#Y!%9_D=J]?-07$9:JH9GB9*BH/D3*?(Q(5:QG4?($:9>XC@F;EHFCK M_5NB2H6P0J1"6".J"6&#&A5"@$B9;Q$I\QTB7"%LMC"7[^][U%2L$.R$X_]? M(<0YB9K#(_8C",M\N8BT9Z$QJE01N0*55@CN9?&9_I/Y(30JA!DU]ZCY'!$W MMZKG!S'WT;RV?TM4J?ZML#U5R6M$-2%L4*/Z%U#S+:J4^0X1-S?-ROE1[%_Y M#@*WIU\P/YB+MGYP9)7K2WOH&+,?9>%"2Y6`BPB^D859\;3"+^S#ZBY5@X'V MW#M%+U5T,T2J10]1;8MSH:IO<8%>JD4?4>U(+%&EXEHAJHUK+53U<6W02\45 M(%(M;A'5MKC[4(M[]*I8D]C)4=V:]%=R@\E4N84M[H;X`13PX<>%;PO@.G;Q5\X,!1$.7PNL67 M?)3T.`T'?A"E>I^]GE'!1Z8#/\95Z$T'?OFB?&0Y\&L/Y;[EP$\J%=QV8%]/ M^=)V8'=/^W?*W8$#AXN4>P,' M#@LI']G.J,IG;#MPRD+UKNW`\5@%'SIPHD+YS';@7(5RSW;@Y`1X6R8>WG*Y MA:_1*KR_QM>T<8Y>8-)W\@W#G;\GP__(1`D^)QF\WY)7XPG>9XK@4*#3@N7A M)4DR_(,U(-^0>OH;``#__P,`4$L#!!0`!@`(````(0#6VCM8N3D``*4>`0`9 M````>&PO=V]R:W-H965T% M`W%RV-X!XM@`2()LG.\TLF:L&,MR2)KQ[+??V:AJL ME5G558W&C__SGP^_???O=Y\^O__X^T^OFE>-5]^]^_WMQU_>__Z/GUYM-]/O M^Z^^^_SES>^_O/GMX^_O?GKUO^\^O_J?G_____OQSX^?_OGYUW?OOGPG'G[_ M_-.K7[]\^>.'UZ\_O_WUW8<_/KU[ M\\NYT8??7K<:C>[K#V_>__XJ>/CATW-\?/S[W]^_?3?^^/9?'][]_B4X^?3N MMS=?I/^??WW_QV=X^_#V.>X^O/GTSW_]\?W;CQ_^$!=_>__;^R__>W;ZZKL/ M;W\H_O'[QT]O_O:;7/=_FM=OWL+W^?^0^P_OWW[Z^/GCW[]O_OS<_+O[S[_ M^O'/V:?WOZS>__Y.XBTC58W!WSY^_&=E6OQ2(6G\FEI/SV.P_O3=+^_^_N9? MOWUY_/CG_-W[?_SZ10:\(]=47=H/O_SO^-WGMQ)3<7/5ZE2>WG[\33H@__O= MA_>5."0F;_YS_OO/][]\^?6G5^WN5:?7:#?%_+N_O?O\9?J^[J.K/N1O=.39%R$Y M-\Y=N-3['CY6_J$-.\]J MB,%IVN@T&Z;32Y^)X6G:^+1ZR<@^5^,8K)8-5NL;W"#A6O(/#<&W9%Q,.)K-;P@D)-$R27Q#)K0QK-4_ M7A2"-D:R^L=S0O`ZE-YS)1^_^?+FYQ\_??SS.YD@I?WG/]Y4TVWSA[:,)VIX M4'6LZE\KZE+-*R_#RLU/KR2J4J\_RUST[Y\'_>L?7_];9H^W:G/#-LW<8@2+ M:JJHW(X]F'@P]6#FP=R#PH.%!TL/5A[<>G#GP;T':P\>/'CTH`2PJ'9;><@V M,$'(MA[L/-A[0-@078Q'L$"3<8>3#R8>C#S8.Y!X<'"@Z4'*P]N/;CSX-Z# MM0[#TX>'#TX.3!<$@D#B]Z,J3A'-)X#FE` MA^F(9K*4M=!_0Y:5&UG_)@6TVV[D0;T)-DU)D%AE78T=11-<[IC(A,B4R(S( MG$A!9$%D261%Y);('9%[(FLB#T0>B921?#6$FVB"$&Z)[(CLB1R('(F,;.S1HR&/])"'>LAC/B92! MM"UB&R);(CLB>R('(D'.JXITH%-D8YL0)GT9.LKDUZX MV[^J=DKIAO_+K^_?_O/FHQ1!F:=KBFA;;O/#S7_E-9=H($F?1D3&1"9$ID1F M1.9$"B(+(DLB*R*W1.Z(W!-9$WD@\DBD#*39:,>LWC#:*I+`)G75WR?LS`H5 M8L_HP.C(Z*0HZ==P:&9I+]QFSO#&S-"-H(>1:6>=R51+.**J-IY$2VR88!Y)T?$)D2F1&?N9D4Q!9$%F2GQ79 MW!*Y(W)/?M9D\T#DD4BI?MH#DRNCK:)KV=Z,:ZE>VVVO[,P*.MDS.AA*?;7S M)<71K.#KI"CIZG!H9JDSU['AC9G!VQ#*D&N*3+4AAQ#9=;J^#54PE5ELJI)I MAMYEHI8C@TS42:U^?FFNG.1:5]*+?1@I2;0>R+6LS>.P=;ON)FX2C7`Q4R(S M(G,B!9$%D64@Z(W!-9$WD@\DBD#$0'\CPO;AAM M@419%MI^/^_WSJS0\;VBZW#X6=6H@UF9KU[;W:D'8["[T;:@:RLL\FIY[EV5$=6;YUU/B["7/"2"9L6Q4FF[[;00K M4^%845-M";UVJXF;1(S>-M&9M/[+K+N^:RJV1MT M7.W81Q.KE(?(TBSI]%RA/T:S0?!^Y15QBA;7L:+)D4HE;Q%FPSHJIRJ`H:>M MQJ#C=#F,PFQ85^6H!0TO]E4.8&`7.MNZ\D=,,M3\J<^]"R&,Z`S/L< MR+P7BCJM\V`WKAJNDPNT,<]+(/.\`C+/MT"AW^U.L]UJMEV_[V!DWN^!S/L: MR+P_*(K];CH9/Z*->2X554\5)3G=U["R?C\HBOUN.L^/:&.>2WBN'F.*2X>> MS^Y-8H9!V$9FB;F+K'\>F>MF?^`FVGTTL2$^@"5C?(Q,![DFDU11R7I<9B]` MZY5D$F#HUJ#5ZW$FP<;Z)9FD,.F89!(@>M9R\[]D4N8LSZ3J9"W-I&^ZH9(4 MI00+*)^J>FX[9*0-Y6DG#.08R(KR1)$495-%M^?T-$7#;+WJER$S6-DGSH'L M$PO[Q*INRI.:[@9B@38VKDL@\[P",L^WYCF]%N?^#@TO7LL]K.P3UT#VB0_V MB>%:FBX''M'&KJ54].24IN,N,Q_&;QN;VN2QBRS,'1UZ#&H?+6SF.$1FUW>, M[.LS&O=)\A#0.B5Y"*@3;;_3<)J2&0TVUB_)0T#KF.0A(&8TOPZ7/(1)S8Q6 M'?G]]3S4@T,KJ3?5@Z4R]U7/Y,6*VNVY$C&"E56;L2)Y"@]#.U'426\WNKYV M3=$PSU:WCIKQ)\[1T#ZQL$\,VFVX`K)`&[OB)7M>PD)!-A9!V33%28]$PR M$1!=:[CR*IF8.P*D-[K]06O0]HN8*8PLIC,@\SX',N^%HGBWPW=I>BGF>0DWYGD%9)YO M@?0N[;I[W>[[H^X[&)GW>R#SO@8R[P^*8K]E]SC[0YE%EU&JBR=G.!W>;(8# MLSEA!W>R"J^RN]FZ;K<&;C;9PTCF`8CE$)E5BB.8*"B4"N?H!(.D5S+'<;>FN?5MJ\UP M*IREG*)\EG-WX*.JBE;W@59!QHJ2^C$!"M6CTVQV&ETGJ"EL+.MG['P.*PM@ MH3;Z'?P<:T<8\E_!<_9W407?!F\0,2;$%2^X+=I%9'=B#)2-Z`&O9CO0Q,FM[`I._ M\;F20Y"6U1_)(<#>.1V_;S8'_D9&IBW+",FFIE@1@#61`GBMR=F=OKFZ*AN$R$ M0"M"^L0Y&MHG%O:)H33ZHYT%VMBDL@2R:UD!F>=;\YSTLN]JR!T:7KR6>UC9 M)ZZ![!,?[!/#M33=-L`CVMBUE(KR>:O7=JN+36(&=6_!Y%X`;!>9[LJW!LUF MSRV7]C!*IH<#6')_<(PLU""Y;787=()%/G&%@6\F_9*D`PP=ZS3[UU**\WHF M6:=62<\DZQ0F79.)"Q!]JYFX,F=YULG$DF7=MTU7C`$]=7NF5NG$%5!R MC9/JJWCB/K\]Z[N83=6J^EK3I62D3YRCH4T+A7UB$+"_?UZ@C4T+2T4MNY85 MK,SSK7E.>NEO5N[0\.*UW/,GKM'0/O'!/E&3T=6G1[2Q:RD5Y;=GM(V\2%NP;(H+09>[G_/,T&IT9%6;2WZ/=LD\0BFB8?`J%B!FQ<^<M"M MF155031P[.;?%I49-HI850M MC6,:<*E-S.((1V93S@Y,IL&JW+=:S6H#P=5:&$D(X.P0F16T(YA4#IT[7'Z< M8)'5V@C-_?`&4#O6OJY.Y=U]G'Q;3Q\^2'HF7]@#M*[)=_84QK[Y!;-\B0_M MSOW(1[@Z@TUK[>6[C98>V29%%<@VWD>,QHPFC*:,9HSFC`I&"T9+1BM&MXSN M&-TS6C-Z8/3(J(Q(QBF1OJOPF\0,:MU&9CM..S#=$OJ^U:AYT`=&:7&+S%9- M1["X577MYLL3+++B%J'U2Z0/]82<_+X_Z/EJ9-I)&IIZK&,B?'@+2:WG#Q;!`V)C25X;PSM+L$KZ(K4>3;-:#X@U_[6[_Q;)JTEPEDN^.IU\0:W7 MP\RTUBLR(8^J7:;JEM?0F-&$T931C-&<4<%HP6C):,7HEM$=HWM&:T8/C!X9 ME1&EM;YW[58FF\0,FMV"I0O9R,)ZL7T]Z+?\^?\>1EFMUW%+5HM'V,GK5729 MX\KS"19YK8=0TH4L+&4;H/+5;,A2;D!/KIA\LG+/?9-R#XC.7;M=+-&^FM25 M^^H\\`7:QPECK!@WT9K1 M`Z-'1F5$>5TG[2/25OJVL:DMI7=@6.)?]]MMO_C=PR@IKH?([`..8'$9[9]$ M.,$B+_OHJ_5+RKY"[9@\2"E__+I)UO@U;4U`UC?1/AS&^X_+YZ&2"IGO?!JH MCN]>D`IZVI=.`XJLYH]D;G79,68T831E-&,T9U0P6C!:,EHQNF5TQ^B>T9K1 M`Z-'1F5$Z330]6N#36)FTP!";25S!SN9_:MJ^WU?GBEVMP][V&2S`'S9POH( M.ZFF81;PC]B=8)'/`G!EW9),4(A^M1KRBD+_VAS)A)JVIA_KFV0"'*)SU^Y@ M1*2?.+)6\EHFA4F_)"4`[8Y"$@#-K2-R"P#+Q&<4C*@ M1MFBGS_@"#M;]+O5Q`D6^:(?KJQ?HGV%6/0W1?Q-_WT[T7Y-6Q.07;PL=>`0 M2YVFFPM%^YFS7/O5J1W,R[=!@SFC":,IHQFC,J&"T8 M+1FM&-TRNF-TSVC-Z('1(Z,RHK3NUZSR$58K?=O8U);3.["XFFZU.^VND^P> M5DEU/41FGW`$B^M\+OS<+UG4`%K'1/P*T;-V6UX>UO%Z-?TD;4U!UC<1/QQ" M_-Z72>KL*].^3&^Y]K]IF7_VDB_S@9)E/J,QHPFC*:,9HSFC@M&"T9+1BM$M MHSM&]XS6C!X8/3(J(\JG`S>\F\0L+H7`DN7T+C)=YE\W6X.N6R/L891.!V"R M=,8''"/[ZC(?%MET`)CT:W@3H7:L]NNT,$HZ)F^TK-1;ZD&>^WW^_>P2B<# M,!$,O!TCPUV`_Z;("1;9I@]@TC&1/N2C9Q*UW^"7E[E"/^ED`)CT3<2OEO*W MGDNX#!?Q9\YR\50F$&:V\ALM;T#D[_/ITN]0P2LKK M(3*KKDPPV);OL`T&`S<"FH/JZSRPUM:^97% MVP#_5?A3]&2MY(7=<&4=$_'#5SR&D"T@?K@-9DG79-D#A\FG1`W%SOFS;1$_ MVM7DK"<=H%K3-KRXZP2*_:>"^2IX`ALZV:[]0+FD"E2733A35 MY>Y*YN`ST-\GOE8NB91]7)Y($IN+B?2\9^.K/KO#9*#T7ENM#(W9:L)HRFC& M:,ZH8+1@M&2T8G3+Z([1/:,UHP=&CXQ*1,MHQVC/:,#HR.C$Z,9-D4 M!C+IF$B?V:B&8<33MACRE&',`\LU6YV5^>+?ZER)RB\?"[?UD"U=`^'<+1:< M$:Q2E9+5A*VFC&:,YHP*1@M&2T8K1K>,[AC=,UHS>F#TR*@$NK:P;A)V7LBX MP]-M\M]M%ZF7O$`P'_#J@"@=\">&6<^3K#\WHB*Z_2,T9JL)HRFC&:,YHX+1 M@M&2T8K1+:,[1O>,UHP>&#TR*A6=9^9\=*I#CG1TPOU)S:\2/#%L."Q)-A9E M0R1?8M[(R[9U)$TX[A':D=E@%3%F-&$T931C-&=4,%HP6C):,;IE=,?HGM&: MT0.C1T:EH:_&=&,VB.F6T8[1GM&!T9'1B9%,/''TT8MAHHC(:A0@MR'T9K1`Z-'1J4ABVK//UB_,2M$=5-\U7^9 M#1#%$:,QHPFC*:,9HSFC@M&"T9+1BM$MHSM&]XS6C!X8/3(J@:3.V`E:W^VE M;-1*QA>!W@+)7F'2T-U8[\P*#?>,#D#F_@B4NN_Y]X^\>2F+ MPA<)3L\`4L$ILB=%1V>G4EAM/VFL*)'EA-&4T8Q]S=FJ8+1@5`+92*; M]IOE\L[KM'0D`^K*MEXB7Z?[$1JF@QL:YK]IXG]X8Z(-Q0K"G#*:L?NY6:7] M&,L;JHAK/:)LO7/P)V?CF!E01PKDG<`H/\31?*R-[OP MKO_ACRD:F@YG['X.*W-?/,O]`@W-?0GW\C?ZNE&6E8$0BL1J!RMKN&=T`+*^ M'H'$9:(!EUDGLT*_1`-I+_(R4&T:IAIX8JF@>XP6B)OK@+K8X??G#R,U2)XX M&@-9M9\`A3>[=*J7#3G!3&%BKUJ9`5DLYT#FNU"D;^CL7?G7!2W0QCR7BBYK M>`,KT_`6OFS@=HHN:WB/AA;;`[L_PLK*VC-]PLJ@5BO0MDOVKKIQ+)W_<[+J`!_N<$AZ^IOP-VI@ZMT"FSAW0 MUY6_AXGI\P!DOH]`YOND*"J_XX9!5*$1/KO.5>$W8)\H#;SM>AV0E@;)N_Q/ MKT85H456*Q3954W4KSQT>%9%3]X[Y&ZNIS"QB,V`+&)S(/-=*-*(#:[D_9KI M'Q>_!3S8YY2*-!>:5[W\JIMTU1MMD>3"%GY-L#N@D`MM^:Z*OYO8P\1$>F#? M1UB9[Y,B38;K*_H"\!"-SJYSG51;K"^H'KHC:WV\N0Y((]:[NDXC/AC4Z42= M6-T=JY.L>@0K5(_K\$7D?!MFBG;6GYFB9#SFL+*8%8IB`>F=RU,<;+>R7,"# M?4X)#Z&`/*-J;N#$-+P%,@WO@#0_JB[E%[V'AJVLUZZ.+>#!/J=4%+,E:]]H M<+9LM$6BYRW\FIYW0#K7#KBJ[F%B@W!@WT=8F>^3(LV5P97?MA.AZ#B<76?U MI9/NQSXME+-YOA^K2",F1_]N-$=HDY0316DY`0H!&K3/@<\3:PH;B]",G<]A M91$J%,5JT@SN,;BNQPMXL,\IX2%4DV=4T0V1-050X][`QX1[8^1%6YORD*):0UL7"*4()@UESNR.Q M>I%0PAY:^H;_LX>?7L6"(C_[E]WQN(/PD=HGX1LKRNI+^"!=KK1:W6O_+K5UFJY$`LHJA2(MM/*F8?GC5R)J M8Q&:L?.YHL1YH4@CU+L:N`@MT,8\EVB#XO!$0=S`A0ER"V2"W`&IV&L*XAXF M)L(#D/D^`IGODZ(H]L[%@BBJT'#6E(IT"_49ZU/>0NVX+53_TJ&1&F2U07?S M[)(FL`KAZIWW4+THM)6%:X96%JXYD/DN%,5P]?J7YP_ZG%(]F/0OOQ9LH_9) M)FS1+TOG'5#(A+IZN(>)R?7`OH^P,M\G17'.?%(B>M$UA:/:9'M!X0A[]A8M(_`)GO(Y#Y/BE2Z?>N M_`^C2&W0.-?4AFKS\@4#'_8ZLX$/*"XCW`;DJ!/^>U8:%-DU3&"EE;3N=`4F M%I\9D,5G#F2^"T56&BXNS!?P8)]3*C)QNQEGHP99+="+-/WMX#G4@NH:O02T MC>GOP)Z/<&.>3XJBLOV/`(L$4M?YHJ':`7N!!'1GT_IX4SU')FN"&![_7J&1 M&B3A&2O*4E^WXD)XVHWFH.-_ZF**9O;I,W8^AY5%J%`4(^2_*KY`&_-XUVOXE@'N8F.8.0.;["&2^3XI4V_[8689=8UJ3 M^=5^U@N&/6Q_99D?D&6^*XVCCFZ9V26,@>P2)D"74E\=67AF:&6^YT#FNU`4 M4]_K:8$VYKE49&K.5Q+^]R0W:I^(>PNOIK\=D*Z(S]MF/OOU*DV!!_9]A"/S M?5(4M>U_<$1DD+K.LK_[LLW+LWF^*:7(XN6*XPAMDHE?49K]0)K]-5DRA8D% M:,:^Y["R`!6*8H#\6]06:&.>2[1!\K?]MV4W:&02W`*9!'=`0=Z#:_FE03?N ML#`-'H#,]1'(7)\4177['RH>#M&(TU]B\9+T/YN[<<\V(^7GRR[GR4A=I`L! M(+NF"5`(5]AKS>,UA8G%:P9D\9H#F>]"48Q7*]\_=<_O+^#!/J=4%+7NGW'; MJ$%:#.#&]+@#NE`,8&**/+#O(ZS,]TF1_%5M,0VN_%PCHOCJQJ/\BM"+1,$; MCVHU MI>&K6XO=:G_I^2N#L[DK#6&'*JX,?)J,M$U6"W17RRYB`JMD99#'9PH+B\\, MR.(S!S+7A:(8'_^>A@7:F.=2D26_6^]LU""1]A9N3'\[H)"@O9K;`%B8``_L M^@@KU$3Y7WN<"/S-V/5?4M2\2%$#AC4N#*_]#"PM\ MMGDN%?7"QG[CJM//GQ%Q-_L;V-NCMUL@$^X.*)2=0:='[R>$A3VF?``RUT<@ M$_,)*/R(?*/FP!L69]?YFK':1TH+Q+=))>Q&I7<44C"J&\GJ+23V`*E;+HU@ M9'$:`UF"3X!"[6C7_Z0@C"PN,R#S/E?4LT0K@.S+N0LT-%\EK&3Q_=7+V:A1 MW[QO@D5(3!Z)]9/O[5=M*E M\7_>M_6ED)Z/$BR-;H#DKC5&K#MPAW\C6*45@G<2U:I:[9@O?X<\5:MP"GO^ M&L2,W<]A96$LGN5^@89VC250*G*ZQ@VL;)2V0*;RG2*9QBYY%Z5\=7M1BGZNE,O/4)W-W>P1]JU$C-5R5AZ-(3'HQI9=R5C=I(], M`6DYX*76%!86I!F0N9X#69`*1;J4:%(E7:"->2X52>#JKVJC!ME20B_4-+B# MYV02I!6DMC(!'MCW$8[,]TF1KB6:5P-W>R3#GKK."T2UZY06B">&/6Q293-! M0!J@9SPK-)(9W!],*LKN*X(5'F%H5+]RXQ;O4S2SD,W8^1Q6%K)"D8;L&8\3 M+^#$/JJ$DR#X9USY!DY,IEL@D^D.2!?3U0%$URT/][`QI1Z`S/D1R)R?%&D. M-*[\X8^(10-_=IV+I=J;>H%8PE96)I:`K$;0DB$89+<;BNPB)EU%(4*]7LW+ MT*>PL0C-@"Q"A$FRQT\ZPU' MW77M86-"/+#S(ZS,^4F1:O[ZRAW_R,!KA\Z>LX&7!=5+!OYLGD\.BF*`_-L< M1VB3K!04I44!Z.ME=`H3B\^,?<]A9?$I%&E\VG)CD-^F+-#&/)=H@SG/37D; M-#'%;8%,<3N@(.=*S)V>&YT];$QT!R!S?@0RYR=%,>%]$1T.T8@3OO>RK<>S MN1MWM_5(3ZEHFS3A@>PB)D`:H4Z[>2T_@9"/SQ1&%J(9D(5H#F3>"T4QX_U7 M6Q9H8YY+15\5]$8-THR'&Q/=#NCK@M[#Q&1W8-]'6)GODZ*8\.[93%HEP$5- M_E<[4,\O_')O[6\7%%FXNMFN'*T5X2(M![H-9EK2).86)16_& MON>P,M^%(HU>\\H?!BS0QCR7:!/+@=]W0AO3XQ;(]+@#4K7+;PKT6WTW7'L8 MF28/0.;]"&3>3XJBVOTQF10$C71-0:@VI5X@A+"'E:X`>@'%%8`_JQFI0580 M0IOT+@%6(435TM#7M2E,+$`S(`O0',@"5"BR`+G%UP)MS'.I*-%W7IPV:I"5 M`[TL$]T.GD,Y"#O7N:,]3$QV!_9]A)7Y/BE20=9N0!VRJGM)] M`W8^AY4%K%`4%P0#-R@,SY$H(DY+A59]KO4VJA!EOW:/Q/< M#IZ#FCLU16T/$Y/<@7T?866^3XI4S*VKODL3&73M4$WV^UW$)P:==PM[`<4` M^8WZD1HD`1HKRM)=MZ]"@-HU)S)3M+(`S=CW'%86H$)1+(\^*Q9H8YY+M(G9 M?KFH;>#"\G,+9`+<`6GRUQ6U/6Q,A`<@_*XZBG.U5V$6,@NX@)D$:H6?WQZ:^.+$`SM#+?5Z@C7DN%9F\\\YL]+\GZM["BREP!Z236>NL[]S3'C8FP@,[/\+* MG)\417G[Z43&72-6D__5CM`+QEWW]ZR/-[V`8H#=65N#Q,3X0'(?!^!S/=)49S=^`DT-*K)_VJ#*-7!-YTF]L(V4U86`I+[ MCK#)WNOF]ZJT1E![.P0;JU=9N>!<;`(41J-]W6JTW#?IIS"Q0]D9D/F>`UFP M"R`IW:J4WO7TY+W5%=`\+4^:!71]A M99H_*8I%@M<(VAVN$7(J^E_0QME+OH.DJ.I:/!SLN?752(WD+XS^&,B.9B=` M06;M1KO?:7C]3V%DXS\#,N]S()-;J>BY(M[`WCYH"V1>=T!?%_$>)B:U`Y#Y M/@*9B$]`$+';K1@.8<`/%O33G<'JAWC.I4#>.R&C].O[M__$N?+Y_]Q\E)&3 M!C7+QNK7?F-E''IZ8==(&R:ORAHSFC":,IHQFC,J&"T8 M+1FM&-TRNF-TSVC-Z('1(Z-2T<6$VJB1"``)M06RA-H!:4+5_GC!'D:FQ0.0 M>3\"F?1/BO)G'6!W]I8=4O2K72O,3E&2G:OJOB;39(T,Y=8RZC!L?J73T]GS M3Z^L:V5*\DY46RC_VUJ>Y=`M5)/^P+^DYP96DB,[AFM&3TP>F14&OIJ3#=F@YAN&>T8[1D=&!T9 MG1A)=5:-6$(.$T6@9\,:!0QK)#"LT<`P%T&N]&J/*%7Z$VD5MI2RM`JH^N)+ M5&_7[T:/^M$*5S1F-&$T931C-&=4,%HP6C):,;IE=,?HGM&:T0.C1T:E(8MJ MSY]H;\0O$&ME[C8O%-G>ZZA/:*PHZ=6$ MT931C'W-V:I@M&!4LJ\-D"ULMMQPQVC/Z,"^CFQU8B0:"`&K&Y]J(S(=GV_: MBNZ'[QQEI37[N;',",TM,$=*ZK>CQX;=OU;JR9FA8E@RFC&[N=F M9>Y[?M>Y,"NX7S`J%55?&XI=I6O/)K.!>A!)&38(O+$OD0;HO7>T*7;Y-/9OGB0P4=DE;#?_%E)$:R$R*#HT9 M313A6;6Z]VRAE6W1SH#,]]R018E^I+10J[B5[Q^\7,"-?5BI2%Y47QW#R#?U MW#;[!@9V++=5E!Y0`.G)6:LQZ+B=Y3U,DA,*]GV$5;K_2U=Z4BNY4HM'KT-' M%W#&1Q>#:ILYK25/2"3L2J=%X^SAIU?Z<]TB$7=F/%(#J6`F01.X">=^ MM3]<`$%J;%`Y"Y/@*9ZY.B>%5M)[3A$(W.KO/*X/>+GQAVWA<>*$*^T$/M:I!5 MAM`F01.UTLHPN*Y["3T\681F0&EI(.>%6N790;]:`5_FOE04BX$O>QL8F&"V MBK)B$+ITH>SMT2HM!AI9\WV$E9T9G!1]M<;)Z.NGUR2]WZA_8O3C?CP2^&80 M4,R.IBLY(S5(,GS,:`(W^BS+^7?2Z46<:&?QF`&E:1]ZE'Q@H5:2($EQ;+B> M+N#+W)>*[.I<2=O`P!)T"V0)N@/Z>DG;P\2T=P`RWT<@\WU2%)/?ES09?AVB MFN2O=@73FO]-Z\=!V%O,IH*`6K$F^/,8;2/3$90T!K*-_(FBMLZA?7EU*4%[R.NSB1AO:AIC)4>WI_71IA9S"31D"7OS,_ M"$:B7).'(LN&B5K)SV57*[6O?&<>KBQE9D#F?0Z4BH$6685:52\K223C9ML% M?-DGED"AI[(T`MD%[P#"H]!-'N#GCSMY9][@9'-B`<@\WX$ M,N\G10.YB["K\XM6T4P8"'E`4KJ:KR6JG372S%]Y'&(0]NHR_<2M6>LE?1U] MI`V3'84QHPFC*:,9HSFC@M&"T9+1BM$MHSM&]XS6C!X8/3(J%5U^'$*-TLE-#67E2JV8C2\N.>V)=A!N4(P?&)-QJ1XV$ M^^*')@:ZXVK5^@8HW:RM8>,:-JEATQHVJV'S&E;4L$4-6]:P50V[K6%W->R^ MAJUKV$,->ZQAI3+97+]0`39F914UC$^R4[]CJSVC`Z,CHQ,CT1Q]Y!":2+HQ M'-7801.I'321,F@BL+P@5SN'J:Z?6-[KSFRJ7T4VEXT&BFQ^&2M*JNV$T931 MC'W-V:I@M&!4,MHPVC+:,=HS.C`Z,CHQ^C_6SG4YBAN(PJ_BX@78FV$]%:C: MQ2S&W+V^_W.2Q5`!3-E.Y?7S:5JW49_8!>&??;I;TK2.6E)K-`L'S&&5=^"` MQY)C:SWAV85P[6+HVR$'0E*PYL#/K?$MM3B8B`VZ)T<<5A/A3*!FBT'WY(BC MH24S^Y.O'0 MJ2_KS&N=>PA.F0^MRD%_DU+]%1UNQ0QSP!E+V[HV-?HL:Y2MSV["ZF1/PF)" M1+Z5GG0XVDI=]")AUPFC_-+A;I7P,JGE/,D]K]?O)X.J_G7"[CDT2&H5 MZX\2=C?MCRNU]-0G`CM-6%7%6<(&53CJGU=JJ8K%8@@VC/JQU/!XY'/#"2N9 ME/8P*6N4'0G4\>GAA,4?J^Q_D&9X+K5**IR'I`>$.594=:,2YKCBH8EA_YE/ M@1?1JI0.+PS+.8%V9!QFC6(%)<'6:,\(Q0)-3]Y M,(PNAL7H,IEMA\\F.9)$PT%X,6P87EP%D,2PH<=&S8X#IK@J8(IA>2"XXX2L M408"3(E692(B4D3,D@KJ"DQ6*<\(4:)9*1ZBN.)AA6%Y(+07=0(AHIG/+(Y' M(>GX(X2P)&6]P+`RZ@.E)M'&=!-3F^59((1A5?[W><)BS-B>;L.)-I&8E(91 MPU5`U'`50`C#F@QS,X0@1#0M!(80AN70X8X8LD:Q@A!F-0P=$;/08;\:,60] MH2/J#$)';$$I'T:X\F&$87D&]:GFI")^)&X\"KG&'V&$Y2:'C(A8#A'-J(81 M4:,\"XPP;!@B#$LA8C1Z-)^U[P65YRR)>8-,YYUR8##E]B-K,DHN!+M"K^ M(()$/4N]3L9\%K\]Z(0NT;"<1D$75P%T<15`EXBQL"_9UW9R@"ZN"NAB6(D@ M39R$+E&CC`KH8M@P@D3,(HB,D]`E*@U"B*L`NK@*H(MAPT&QW9RH![K4=31T M"6F\7T`7RP8.Z6+8G5E0*&-:51H4RL32V'RE)2>J5BN&0@N5)[^\6=5"2-^J@B8R4L-!Y'F]J=7&/@FE;%-09NQ$JWX>R(W7D',6L5Q^)L5P/.SC44QSJB MX7]3ZY>!50AB%G)$I265C8IC.(H!F_4 M*QB#UV&,78<1WAW&0'48`]5AA'>',0`=]DI@KP7V1F!O!?9.8.\%]D%@!P*# MMM;FZIXQ)'48)'48)'48X]]A4-)A4-)A\,]A@6L>S$RH6KW(5*C!S(4:S&2H MPI1%YD(-9C+48&:#@4/RCMO\\3WD[?6;1''":O)Z M;'?LL><"6PGLA<#V!/928/L">R6PUP)[(["W`GLGL/<"^R"P`X&M$]:O(:S' M'MY\VFQN=R]N+Y[^]G5S?;EYMOGRY6;KCZN_OS$=C\=AY97QK>O-QR6SUFQD7/KN^KO.2C0+HKYN9[4=1/VFTXD>!5&_M'.BQT'4[[!:T4X0<2`J MFK$S#Z)^>]5:$?B1A?`O[!A#O;#?_S26W"#O%L&[WHZ+Y%VX':\D,R3*']R& M1*+%)+B"`*@\$:))D$E'3'$2WW00 M)2(YF"J;Y0PZ611IW+JBV3;"QCTDVOEE.L"%5*EHPP=/\(K>2X&E>]U02 MN&,_CM36,X4[]AM)K80'E<])D^53TF#97IJK6TN_D/I3K:5?+'O9M(E5P:AC MRE=Q@AD>=BZT<#'N%K*C:8-JPAK]E1(L0]-$F]<3#)1@&9BD#$*<5X(%HT(. M%]Y#Z'3F,7+B_Z\KBL MV(6KB%["13IL5/.X`X>-DNS2NI5LW!Z2?2E9$Z77LM6'2`ZEY`C)B92<(CF5 M$KZ_TO&6DWA2OF'1\=45*:$CGDN;59CKE61W-L$':C#L(=F7DC-:3=>I(7>& M$2)5WG+"Z")#[_MN.2%\V3ESPX03V*U:?3KOSI0'3G>Z,Z5_/N_.%0[7.^X' MBS9!:"3*AEU#Q[))V+`7[-CG"0F[NHX=FY"P/PO+"R$Y>MR=J5C,)S?I9259 MS[NU:O'AO#M4^-&\.U;/?K33'2M]B+=2^GMA4(HG>#WOWBK\/5.?PG=#E%/E M,"'V^,-,CYNGOWV_N-R\N;B^_/SM9NO+YB,+^%'_T:[KSY?A/,3^N;WZSL+^ MP=;O5[>W5U_[/S]M+O[<7`<%4N8?KZYNTS\0\^$_5]=_]9N$I_\"``#__P,` M4$L#!!0`!@`(````(0"O["*TC0(``%4&```9````>&PO=V]R:W-H965TW*#15FQ>$E_',SJ[7K*\>=4L>I'7*=`6-HQDELA.F5%U=T#^_ M;R\N*7&>=R5O32<+^B0=O=I\_K0^&'OO&BD]`8;.%;3QOL\9#IMTRY+9;,DT5QT-#+D]A\-4E1+RQHB]EIT/)%:VW$/^ MKE&]>V'3XAPZS>W]OK\01O=`L5.M\D\#*25:Y'=U9RS?M>#[,5YP\<(]+$[H MM1+6.%/Y".A82/34<\8R!DR;=:G``9:=6%D5=!OGURO*-NNA/G^5/+BC=^(: M<_AJ5?E==1**#6W"!NR,N4?H78DAV,Q.=M\.#?AI22DKOF_]+W/X)E7=>.AV M"H;05UX^W4@GH*!`$R4I,@G30@+P)%KAR8""\,>")B"L2M\4=+Z,TM5L'@.< M[*3SMPHI*1%[YXW^%T#QD%3@&E*[X9YOUM8<"+0;T*[G>'CB'(C?S@620.P6 MP05=4@(R#NKWL,G2=,T>P+1XQEP'##Q'3#PB&(B.RJ!VOC*"41FK@JE-XJ;`'=D(DN7(W_((&`61YC%B)@8!Y_'5_DV^%68>,'F.J>U_('M[7J'&EE!92S:`4ELN%>"`MO>L@2 M9MMXF.?AM8'K6\(`S+">E3'^90'";/PA;/X#``#__P,`4$L#!!0`!@`(```` M(0`XU!7/RR0``-C6```9````>&PO=V]R:W-H965TOM)%)%, M('^X9%7T3:O](0&"^2=`),@B?_GO?W_]\N9?=X]/]P_??GT[?S=[^^;NVX>' MC_??_OCU[?_YG^2_KMZ^>7J^_?;Q]LO#M[M?W_[G[NGM?__VO__7+W\_//[Y M]/GN[OD-M?#MZ=>WGY^?OU^_?__TX?/=U]NG=P_?[[Y1R:>'QZ^WS_3/QS_> M/WU_O+O]>*KT]?_U]O[;V[&%Z\>?:>/ATZ?[#W?1PX>_OMY]>QX; M>;S[_OZ%SOO?\]7M!V[[]`]H_NO]A\>'IX=/S^^HN?=C1_&<=^]W M[ZFEWW[Y>$]G8-S^YO'NTZ]O;^;7PWR^>?O^MU].'OJ_]W=_/SG__^;I\\/? MZ>/]Q^/]MSMR-PEE)/C]X>%/8YI_-(@JOX?:R4F"]O'-Q[M/MW]]>>X?_L[N M[O_X_$QZK^F4S)E=?_Q/=/?T@5Q*S;Q;K$U+'QZ^4`?HOV^^WIO8()?<_OOT M]^_[C\^??WV[W+Q;;V?+.9F_^?WNZ3FY-TV^??/AKZ?GAZ__;S2:VZ;&1A:V M$?H;:.1,Q:6M2']MQ05%YID**UN!_MH*:^GMF7IT+J?3I+]\('+UF0H;6V$K M%<[WC$I/1Z"_K^K9SM:COS_7LSEU?)3,!,LHQPM>FT\JT__8*J[,9_PP9VW- M__#1MN^V\]ENN25OGJO*ZLY%WI]3:\XRF_^Q!YWOWEVMUZO-U4M'9:EIU''= MQ4]VF,0>/2NJ_V2'6?VYR/_3'>8(F#LA<+;#[\7SX^PU- MM*3NT_=;,VW/KTUK/!F,(DW3PX]F!YH63"LWIIE?WY+[:.`_T9SVK]]VF]DO M[_]%T]`':[-'F[EO<6`+,^>89B,-8@T2#5(-,@UR#0H-2@9R-IN%W]4CFW!7 M*PUJ#1H-6@TZ#7H-!@>\)P4G&6FD_1,RFF:,C'Q6>P;B">6(`UMPE4B#6(-$ M@U2#3(-<@T*#DH'T=+Y5FK$)=[72H-:@T:#5H-.@UV!P@*<937'_A&:F&;H$ M.T-OO=)#;[0Q<_HT/E>^,*&%\Q\2336 M)_WX)/8C6=-*85)TO5JJ<3@9<;4(2`PD`9("R8#D0`H@Y43.=/HX&7&G*R`U MD`9("Z0#T@,97.()1NL13S"SN%G36'GEXL8TXRLYDC6MW!PE510?)B-V2@0D M!I(`28%D0'(@!9!R(M+IS4Q=SH^3$7>Z`E(#:8"T0#H@/9#!)9Z2-&9`R04M MM%^MI6G(UW(D2LNU&I63$;LE`A(#28"D0#(@.9`"2#D1T7*]4IT^3D;T-`WY6HY$:;E16DY&[)8(2`PD`9("R8#D0`H@ MY41$R\U,71:.DQ%WN@)2`VF`M$`Z(#V0P26>EI0Q>EJ>OR0::U^PD:RFA*-T M@'<@LX7A'>G21-6T<^J#>'NGL[O]Z6AD=6Y=)38L280H1I0@2A%EB')$!:)2 MD)RANC0=Q8;[7B&J$36(6D0=HA[1X"%?;/*[)_;YL#(RJ;BR2*VU5$)X$"MV M0X0H1I0@2A%EB')$!:)2D$BX7JG>'\6*>U\AJA$UB%I$':(>$>U4GWQ/CJ9. M^"*:O%=O+6V6[V0S[N=WE\84FG(A/M.]R8M(U])148UH@91BZA#U",:/.0+;#)@+?#RRMPT>.T* MVVSWZA$\(B7P3@L\6;$_(ML65604(TH0I8@R1#FB`E%IT>G"YCO-9)?_D--L MHNJ.BA'Y3ENKW:"#V2(?QPY[*$(4(TH0I8@R1#FB`E%I$4TIW*\CH@I1C:A! MU"+J$/6(!@_Y:IK4TU7SA0O5F*G2D.(3W)L;;S"/K=4VST&LN&*$*$:4($H1 M98AR1`6BTB)/,7N.(F*%5C6B!E&+J$/4(QH\Y"MF4LQ7*#9FI)YB(W+6K.:V MD9F]Y)2/B"I$-:(&48NH0]0C&CSD>\$D9ZX7+EU-CTF>N49,&R&[CH1S1X MR!?;9&^NV"],4F.RYX6\S?_H/">9UVNU=70P-S+-5'9:"MK[=X!BM$H0I8@R M1#FB`E$IZ$SOCV+%BE6(:D0-HA91AZA'-'C(%U%GVF;$7KB:QC3Q8A=%B&)$":(4488H1U0@*@6)P)N9W@T3*^Y]A:A&U"!J$76(>D2#ASR! M%Z$-CHNV.$\M^=LL%JEUH9K'#F+%'HH0Q8@21"FB#%&.J$!4"A)]Z;D./Q4X MBA7WOD)4(VH0M8@Z1#VBP4.^OJ_;TUC@GH9%SL+#)?[!3.;H3OD77M\78P:J MKN_*\WNV.G=]%QM6)T(4(TH0I8@R1#FB`E$I2&)+G=]1;+CO%:(:48.H1=0A MZA$-'O+%UGGX^>O[`G-MB_S=LK6:0`]BQ6Z($,6($D0IH@Q1CJA`5`H2"=>Z M]T>QXMY7B&I$#:(648>H1S1XR!%W/:3OBX@5>RA"%"-* M$*6(,D0YH@)1*>A,[X]BQ;VO$-6(&D0MH@Y1CVCPD*_OZW8*S!Z:22F=G0*+ MW.E_-,)-IH5.^/8L6]KQ#5B!I$+:(.48]H\)`O MHDF471'-B+UL^A]3;F_FL%DX_7'2=WVOQ#P0/N:`[*$(48PH090BRA#EB`I$ MI:`SO3^*%?>^0E0C:A"UB#I$/:+!0[Z^.GU_89!BBKX8D3O].\0[V#*42IHM MT5<^]W1JYW01$L_O-FK9L&>KK]4:RX]Q6B&E&#J$74(>H1#1[R1=3Y^OGI83FEY7PV>XO\'1[] M$XR#6''%"%&,*$&4(LH0Y8@*1*4@1T3=^Z-8<>\K1#6B!E&+J$/4(QH\Y(OX MNCQ\B7FX1.A[)=6X[S6B!E&+J$/4(QH\Y(O]NN1QB,$,6($D0IH@Q1CJA`5`H2$38;%ODSO&C$6[C+$U&II/"2^;X,;-3N_@J M_]N?CO;"-H[8L#H1HAA1@BA%E"'*$16(2D$26S#'6R_(4QJ55./3J1$UB%I$ M':(>T>`A/[)>ER$N,4.T2,WQ^B:N6/$Y1XAB1`FB%%&&*$=4("H%B81K_2C) M4:RX]Q6B&E&#J$74(>H1#1[R1%SIS/O\''\R]W=Y+5)SO(KE@UBQ&R)$,:($ M48HH0Y0C*A"5@D3$S4RM)H]BQ;VO$-6(&D0MH@Y1CVCPD"_BZS+J%6;4%CES MO$O\@^G,[\*M^M64$HKG=QN5!N_9ZMPZ7FQ8G0A1C"A!E"+*$.6("D2E(#E# M-2Z.8L-]KQ#5B!I$+:(.48]H\)`O]NLRQ!5FB!:I.5[=D3F(%;LA0A0C2A"E MB#)$.:("42E()%SK^TE'L>+>5XAJ1`VB%E&'J$,@7T>2*[JKLA3G>II;. M_9;5B-09I*YT4 M7GH-G[)%\?QNJWZ]L3\=[84\36Q8G0A1C"A!E"+*$.6("D2E(#E#N(9;+SAY MFE3CTZD1-8A:1!VB'M'@(3^R=%+^PO0_Y=[<]?UJ1.H:KB;0@UAQQ0A1C"A! ME"+*$.6("D2E()%PO5&]/XH5][Y"5"-J$+6(.D0]HL%#OH@ZV;[X=OL*\W"+ MU/2O)M"#6+&'(D0QH@11BBA#E",J$)6"7'U5[X]BQ;VO$-6(&D0MH@Y1CVCP MD*?O^G5Y^,G3/)^,R7>'ZW53\%V[/5N11.;%B= M"%&,*$&4(LH0Y8@*1*4@.4,]_8L-][U"5"-J$+6(.D0]HL%#OM@Z7S\__:^G MM)S/9L](KF\'1!&B&%&"*$64(D2#AWS!7I=SKS'G9N0*9JT$16@5(TH0I8@R1#FB`E%ID7_IT2O(HUB)8N,) M445&-5HUB%I$':(>T>`A7['7)=AK3+`9B3P'1!&B&%&"*$64(+V5S=8ZO%@/W>(&H92V^N_&9)*CH=$$6(8D0)HA11 MABA'5"`J&5%R[0PXY;\C6\G@K2PRO]QS*H*DHR?H%W=&AM M\6@=6YT]6L]6X]%V\YG>7QW8XG0T7_77;5"8M8+ZI0DC5W5K)2A"JQA1@BA% ME"'*$16(2HO,[ZH<\2"G&'M/O\[AR*ZXXOB">_.RZ9K1YB3Q_`I>PM:PA?S" MO64D37>,I.F>T=CT<@>O_1S8`M^CM`[M5KW=D5K>]CFSE#NZQ]_3X-"M?6RMZ&->,Y-5FJW])W+"% M.Y+'=N@A?&ZG8RMINF9M\J%1S:2$5K:RAUNM%S.UBS:P"0[Z37A/20;]_SQ\_]%BS+FDGYI1 MX6!WF=QP`!1Q1;&*$26(4D09HAQ1@:BTR%E6'Q%5B&I$#:(648>H1S1XR+OV M;EZW.W0R5_+8#2-Q_(&M!$6(8D0)HA11ABA'5"`J+3H-#-\+-'Z].^07;HAN M3#LG]\BPWFW5DF[/5A3$T^!7"X"#V/#T'2&*$26(4D09HAQ1@:@4],.^'\6& M^UXAJA$UB%I$':(>T>`A7^S7[=9L<+?&(K.BG01<;_7C$&+%;H@0Q8@21"FB M#%&.J$!4"CK3^Z-8<>\K1#6B!E&+J$/4(QH\Y(MH]EK<9UK,B+WHYZ<;NVLC M:Z>]16:%Z^BK'X<0*_90A"A&E"!*$66(819)S'C86R==\(HL<$6-$":+2 M(KJASNH?$54>\D_0).#N"5Z6W(QIO/O3]HU%LF`_,'+/>[0RCX,Y,Y!*+&); MD:SX)!-$)2-*"'_N<%^<=3J=4NG'86"M) M8B.+:/.+^QF+E;2UT\E4PA4E!DN+S*,S/^[$49KG(U;[&']A*8B9B)$,Q9C1NZZJD,^%2B>&2D9L( MK_7!CVPE!Z\8R<%K1L&#-UR**>A6IZ`ON-`FD1(0^U,+Y%4O*J_4^OW`5DY4 M6N1&I5A)0&!4>(J$)4(VH0M8@Z1#VB MP4/>U+S5J>P+@V#*6-GQ^U,+]'TVN70>$$6(8D0)HA11ABA'5"`J+:)?&'+O MCXSD8EIAQ1I1XR'?I:]+&+>8,#*2?AX823\CBQS'QX@21"FVE:%5CJA`5%IT M?KP>Q8H=7R&J$36(6D0=HA[1X"%?,9T=OC`(,`4TWWR@G1SGONK!(F>5'C'R MKWIJ+R<6*W96@BAE)+-WQLAN_,\W2[5`RL6"FRX0E8RDZ2.B"E&-J$'4(NH0 M]8@&#_D"ZO3OHN7W%K-"BSQ=(=6*K)7<+P=);1U9R"12AZ5(&8G?,T9RO<\1 M%8A*1M+6D9$7??J)C4JLN%\UHH:1--\R.MM\)U;:%Q0O3M3%7N<^(7LI]K)5T*MI:)%?FF-%X&VRQO-J"UK:2Y#\I M5Y*F,T;2=,Z(F][,5=,%6TC3I47F:>XS6:JUHM=ULY05M^575#%0L]4/@ZUA M"PFV%H_6L=79H_5LQ2-I`3>)T-#],]*[#9;,';D9L1^3?K,>TSUJ)AR-; MT;E9'S,:3Y!N_ERI79N$+<2=*7=`FL[82@9=SFAL^FJWFZGMA8(MI.G2(O-\ M^!0]F[D:KD=KY3YOPDC"MV;TP_!MV$+"MV4D(Z-C)$WW%IFGHIUNJO,;N"+F M_E<4=MX4;)YNGD<*N!*TIT5A8Y@5\S^F%T M-FPAT=EBTQU;2>#W%IG'>9UNZN#@BCAQ7.F-H+3@W3?2>Z'DP=6U^I M[;(#6XG_(HL<_\6,1O^M%MNEGCC80OR78M,96XG_!WC*3MGI%M>X$7%+8(3!IZ M=^NRN,!-KZL1F5_D3KY;7ZG!?K!6]!8UOF1'C%RGPW-!,5O9B62&CVTE;"+^ M3!G)X3)&9P^7LY5U,6WKZL?]"S:1PY46J;E%K3Z.ULIY3*WBMB2`:T8_#."& M+22`6VRZ8RMINF=DIZWM4MWF'=@@,*W0M(G7G--/\D^/G_,33S__+/J5:5%= M?T:D]F-4)P^V(EE)*$T5&<5HE2!*$66(:CA8SJ<^5[BW:)&< M3&F)LX]X1%0AJA$UB%I$':(>T>`A;V5_17[W1M(+7C#F:IA8)(^<'4Z-DI6@ M"%&,*$&4(LH0Y8@*1"4CN8@=&:'M!,=Q1N[+(50Q0A%8QH@11BBA#E",J$)46G69`WPMFG\:- MVW'2??4;"[2 M]]22OWRPR%E$67)>\:-833Y#5"-J$+6(.D0]HL%#OL_TQL?YR\`.=S@8.9T>`A/^1U4OY"R&/& MO;.)LSM;KJ_4;NI!K-@-$:(848(H190ARA$5B$I!(B'T_BA6W/L*48VH0=0B MZA#UB`8/^2*&LN7EU3OS1;E7?A)HAQFS1?[4OE/;R0>Q8A=%B&)$":(4488H M1U0@*@6)P'2+6'U;5JRX]Q6B&E&#J$74(>H1#1[R!=8)OUF97W8QQ[V`W8B4 MOFJOYB!6[*$(48PH090BRA#EB`I$I2#1=[U3O3^*%?>^0E0C:A"UB#I$/:+! M0[Z^K]LQV.&.@45*1'7?\B!6[(8(48PH090BRA#EB`I$I2!71-7[HUAQ[RM$ M-:(&48NH0]0C&CSDBVCR?3=]?N%2:K<'9`M^OQN1NZQVB'^P?RA7WP5S=77K M9<]69Q=IMB59^D92C06+$26(4D09HAQ1@:@4)+$%BS3H>R75N.\UH@91BZA# MU",:/.2+K7/U%R(+$_+=B/R?8.[4W:6#6/$Y1XAB1`FB%%&&*$=4("H%B81K MW?NC6''O*T0UH@91BZA#U",:/.2)2.]X4?/#Z2)^=<$KJ<>F_)2D?!:&X>+GKELGP^,PUIQ4>F%%=+6U)\,F-7D>+`2'%@I#@P4AP8*0Z, M%`=&B@,CQ2?F*JY.@Q2?S/@T2'%@I#@P4AP8*0Z,%`=&B@,CQ5VF%->[)^?G MZOD,'X=@YJP#/*0.J#/X"W?MY[,IMQ<==EMUZWP_F9$+IMU1-3PIYFQ;SF(@ MP"CFP(YB#AC%'#"*.6`4<\`HYH!1S$WLAR=!$3<9.1$'C"(.&$4<,(HX8!1Q MP"CB@%'$N4P%@,[^7XHX3/'GLY&I]8%:!I*LDQE[A*828"0K,)(5&,D*C&0% M1K("(UF!D:P3$UG7^JE!$G8RX].@J008"0N,A`5&P@(C88&1L,!(6)8N4YKKG8"+%PRX1S"? MC4PIKF_+.6;L*E)\JLJ,%`=&B@,CQ8&1XL!(<6"D.#!2?&*NXBIP2?')C+M, MB@,CQ8&1XL!(<6"D.#!2'!@I[C*EN-XV.*4%ZXO2`MQ2F,]&IC37V_..&3N+ M-)^J,B/-@9'FP$AS8*0Y,-(<&&D.C#2?F*NY"EW2?#+C+I/FP$AS8*0Y,-(< M&&D.C#0'1IJ[3&D>W+U9;"\2?=K!X5/>SVB<'3F;<&CD0 M&#D0&#D0&#D0&#D0&#D0&#G09D?DXFD2]TKF,\MD\7H(,!H?8$?C`QB- M#V`T/H#1^`!&XP,8C0]@-#Y&YLN[4#=I2-[)S)$7&,D+C.0%1O("(WF!D;S` M2%Z7^?+.@ULE%\V)IZ94XLS,%1A9-$<6!U@28&F`90&6!U@18"4S\WY16>;H M)VJ/CID(;$^#JC*K`W9-@+4!U@58'V"#SY3`)H%V]\HOO^C1`ZNP,\+,$]C: M"2.!@9'`P$A@8"0P,!(8&`D,C`0&1@*/3(U@?0_$,6,QJP`C@:?FV(X$!D8" M`^L"C`0&.Q+894K@5VZ#F(<%]?X6,U'L,$=&*MJZ8D!(TYTU&'.HT)(#1D`!&0P(8 M#0E@-"2`T9``1D/"96I(F$S?#8`7]FGFX\X`112?%HDZ[1:(/S;Z=ZTT2B8S MKDJR`B-9@9&LP$A68"0K,)(5&,D*C&0=F1-VI"(P4A$8J0B,5`1&*@(C%8&1 MBL!(19S&`"U\IS&[@_ M8"0O,)(7&,D+C.0%1O*.S)<7&,D+C.0%1O("(WF!D;S`2%Y@)*_+E+PF47?E M?6F0CHF]/TA'YF9?/=Y]^?6O2D.O3 MPIYB<*K#9?,9E=%:-%@V-V4G[ZAZ-S2E7M-_3K_U464T'RZO3Q<.;)/*5J;L MI`+66YNRTT^*5)FYYIB^A(]'YW?*OX+'FYDV0^='?9F;LM#Y4=G"E)UF>>C+ MS/2%]O[Q>.3KE2D+G1^5K4U9^/QF&U,6.C^JMS5EI]_C85^N3-EISM%E.RJB MQQ<"O=Q10-`]\4`)W38U[87\1?TP\4!WV;#>#;G#Q$/(7WM31OJ$_$5E)AZ" M_J(R$P]!?U'9QI2%_$5E6U,6]-=N06<>ZB4]K-TJ(1"BUYJ'"C94G#32Q5#)70<>M-< MJ(2.0Z\P"Y1<41WZM6NHA'I`/]O#DALZTYN@#^A[`=?F5?Q89[^AV`GZ@%YA M3B6AONTW%#M!'^S)!^8=F('C;*D']'[$0,D5E="OGD,EU`/Z26FHA'H0]L%Z M?GU#'VD(U*$2\T4'+*%/M%Z;KY^&2DA3>J%,J(2BBEY,$"HAY>@](X&2#1V' MOJ.!)3>K[?4-O9T)2^C+Y]?FH^*A$AJ-X\NIU:5GOZ+12-\)QCKT+?)K\YGO M4`F-QF!K]'%D*@FU=K.B68Q>4(&M[:FD6(7\ME^1VJN0W_8KBL3Q/=1P/A0' M]/8IUS1:`P>YV9)<^(JI-R>2HKQ%]:ZUTM2 M87Q)H"Y9T45C?,F:*BFIM2'86DFM#<'62FIM"+9VLUQ=WRQ#:N^II!C?E:!Z ML%^2KY'6%N2#\1TVJF\WB\WUS?AR M$E6RIY)B$?+H?D&C?A%4;D'Q1B\+PC,MJ;4AV%I)K0W!UDIJ;0BW-C>KWE`/ MRCG5H==;!WHPIQ@=WQZGSK1CW"RE0O8D;\CO>Q(WY/?27-0"[904=*'CEA1R MH>/2*UNOS=M7,>+:[99*0GVB%XU(8!UZ;0B%2:CDAI9IP;%M0B'04FF& M8H#OS201X*49[@&^IZDCI"=][>/:?,L#SX$^?D$E(9_36\&OS3N_`W7(B^9M MJEA";]R]-B_/#95LJ214A]ZL2\<)E=#'3:[-ITNPM8AZ;;[D$2C9KJ[-&\"Q MA-[X34$7*MEOU]?[8*_IE=;7AV`)O=F:CA/2GMZ-3"4A']`;K*_-*X]#?:,! M%"RA;U-?FV\88QWZ1/7U,5A"7ZJ^-A^=QCKTG6,J";5&7Z2^-I\OQCKT86H: M9*'6Z-O&5'*J\WZZ\#W]]LOWVS_NJMO'/^Z_/;WY)]@YGIZ\GAXYG]0I][__?#XYVE_ M\K?_+P````#__P,`4$L#!!0`!@`(````(0`=Q^/&PO M=V]R:W-H965TOCYGG_NKV__F=[O/[? MU__^Y\NO_>'/X]-V>[HBA=?C_?73Z?06W-X>'YZV+YOCS?YM^THEW_>'E\V) M_GOX<7M\.VPWCU&EE^=;_^XN?_NRV;U>QPK!X2,:^^_?=P_;ZO[AY\OV]12+ M'+;/FQ/Y?WS:O1U9[>7A(W(OF\.?/]_^>-B_O)'$M]WS[O1/)'I]]?(0M'Z\ M[@^;;\]TW7][VHA^:[[:^C]?GJ^+3_U3CL'KN[URUU-PV4&H)O M^_V?RK3UJ!!5OH7:]6@(AH>KQ^WWS<_GTWC_J[G=_7@ZT7CGZ)+4E06/_U2W MQP?J4I*Y\7-*Z6'_3`[0OU3_N716SD::E8)*-%Z*\6\6^R?JY0O$0DJT7H[^<](9^C MRZ&_6J1T\=7DM0;]U1K>Q1HTOR(_Z*_1*.9RV7RQ\/%N+6D1^OOIB_$HHB)/ MU`?CRJ4#[%%XQ"H2)][-Q1?D<:"H#Y^_)(X43T+E\A'R>)C5!],QEU]2@7N& M/GS^DCA>/#M@+AXE#AA/(N83L]GGD%$?]"5]8C[[9FFA#UKF,]YPZ/D2>I?/ M:5J"XP!6'_B:/KR^J:4P"G_U0=?^1/C[''+J@Y8IWA2\NU+F@E7!YXA3'RZ_ M%(X17V+D$Y>2X1A1'[03I1N_F/-R^4LV#HZ1C,0(#?/Y;>V&\\GNVS*)MQE,Q?,7;!PP=(%*Q>L71":`>=V0S.\ MAL!PAC">H3V@MQ22)BXIHO^-N%0R*B[9J3(#Z5*G1RMLP56J+JBYH.Z"A@N: M+FBYH.V"C@NZ+NBYH.^"@0N&+ABY8.R""0/I,:_@!"&;<)?-7#!WP<(%2Q>L M7+!V01@","E@[X_T;0*ADZ%-#4 M,`%9*I:2(5G61N>BUICP!5:!U(#4@32`-(&T@+2!=(!T@?2`]($,@`R!C(", M@4P,D7YV)O[4F'`7SH#,@2R`+(&L@*R!A"$B&7?V**R@%0YTF!CI1-3234(B M:M-S,7S<5-91<'+[Y9CDZ%;0A&LAGT^&:\48<;4JD!J0.I`&D":0%I`VD`Z0 M+I`>D#Z0`9`AD!&0,9")(6(DM;ICKF@B=SS5F%BQ6`-2!](`G2;8M("T@71` MIPLV/2!](`/0&8+-",@8R"0FUNA,@ M5QOI@4V),]H6$W$69WEN5`;M]+1[^+.\IUV33G$INVZ&LCEQCD>)),-/DX(L M3+!T/K(W9N8&L&2->P>M`&D":0%I`VD`Z,:$,-K?5-3:VBT[VJF>, MN%H?R`#($,@(R!C()":9DG%QJFUD>9QI0K<4TJ_%7/+`,S=&[/0"R!+("L@: M2!@B*FLD3H858V5[Z1S+PJJQ8C=#CHCH*6!BR:04[/\_E)5(,I0UL4)9$XF3 M:DSR:D;\]=6_\YQS>LV4\V74@31`M6ELM*J3&6B9&3CQ[Q15EQ'1(P24:R>+";".&7EI6<"O/1&YLF` MU')R(I/1`M$2T0K1&M$E&]7 M`7-_G94F*>.NF1VFS!)A473V6TK$HQQ'0=Q$,EI5_M]]2J0>I7W\\*`RF\Z2 MRXA6?]G""G?)+:S"5K(95C52CUI-Q5S!63=KVBIO)Z<*!>>14YVU[#Q7H>AH M-="))E<\ZT0KW0GGD4.;M<:^RSUEDG!NC$D"N>=6*4 M[H2SA8Y9ZZP3$VV5F*5Q?"5FJ4:R+LQU13J-\@:U0+1$M$*T1D2S%)JD60J> MA1S4--7L"'9BDV:IKFI->@[KM%E*G0:SU,M=>,I7&5]WHL8HN=44G+-F15?T MI6^KC&09KFF4V&JTO"S##:XH6DU&HM5"K39;B5:'D6AU&8E6#[7Z;"5:`T:B M-60D6B/4&K.5:$TT\M0RR@_-\YZS_$W92HZA,XWD'.K,Y+D82)3'?4QU&"U1 M>245]?G.6:C68L`R%/,@33$?,VLV4LQKEN7CL^,VA;NQ,.H<+_&,36Y*-'D2 MX?Z;(Y0R=XY0&B4VH)(S"ROJO2M5,2MC5S5,,GPUPTKQ!?I^WK\KN0-:9[.< M[-H-9E833<.DB99A<1.>[_GY0N[.B9DVFUE-=)A9370-DR9ZAO%5>"7?S^2< M0.BSF=7$@)G5Q-`P:6)DF+X*S[O+YG)N$V,VLYJ8:)9F)FE M-V&6Z&7WE#AE*Q&;:73^E#C75LE3HOOJTH*U:(&2M=H]<2[1B157/'LV6J<[ MX=Y@ABQVU@M:?'5<2E_0XANS\YU!*W!LENR-DK.^T$L[6NT]1Y)S3CVQ@3E' M+[[]?LZIFLZ2':/D`E!P;F\JZF5NJI@XBF@DVW1-6]%11`:U4'#R?G76DM6_ MP4A.`4U&(M_ZD'R;*XI\AY'(=QF)?.]#\GVN*/(#1B(_9"3RHP_)C[FBR$\8 MT:YIIDK!/2Q.V2JJF`P7]93%#I??;.OQ0QDZ.O"9H:Q>3L9U&;9U;66M4U6N MF95UJF88;XCO;.M:SEJZ&J:J=$_3,&FB9=AOMG5LHF.J2A-=PZ2)GF%\%>]L MZ]C$P%25)H:&21,CPWZSK6,3$ZZ:6./=@]B4K:P1FQDFCLP-TX[DO%*NF/>< MB;U@,VO$ELRL)E:&21-KP^(F\M0`?7'#N9FEHS%>*RW/&EIMT/K,4!JAU9BA MOI!B*>?G/.>`0:MQHI7D9%*/DNS)]*D'/^H6Q5V'8^0G1\QQK:(KTDG8S,ZJ M81).-R##1&QLF>A/-SI\PIVQE!=3,,&EA;IBTL&"6F`1ZN"V]%=M9*^/:,-&C MD->5+4$*>52DD&=:*E MK=&+"5.#%D=-:)4;H3SEHV9JVS M3DRT5?)\6G(R'5.V$E=GC.0(-M?H_/ETP15E>5DR$OD5(Y%??TB>)G0<8)3M MYP,6S6?-I`&:SII)"S2;8W;^"F@#LYM(3F_UU,W=O_R"I#2G^S>:NA=-]_A! M7N+`&"/K%9F*^C:8FMNR-E41U1#5$340-1&U$+41=1!U$?40]1$-$`T1C1"- M$4TT.;'B$Y^"]1?L5:(K]F%,N_>W0# M>0K[F-&WP,Q4,($B#5#8Z[KZ`MX[MMDM)*)>W:5#U'MWOH3]A][7B622&QNC MK/1:Q6(JZ_N'L_I6K7+9B$IN4F"BS<[OF5.VDI5CQNCL(CW75LGMJN0\@UBP MEKU(YR%/PU;BQ(K162?6Z4ZXK[.$+';6B[#,9N(&?5M%#3VM.V?]H*^PQ&9. M;SAI$/I>BU9[SY%DU*F'3>Y::S\^XK7V_`VY'S^SLM=7C>0Z)TQDUDP1S1#- M$2T0+1&M$*T1T3>*]!,W<8S&"5DEA5536"W!DMU-IS_L[CNBO^E?5<^9U1K) MFR<5]<5?926HBJB&J(ZH@:B)J(6HC:B#J(NHAZB/:(!HB&B$:(QHPLA:&*<6 M2UL89U:Y+(R%DN09DN.M'B/9T^LWPZR?.LE"75:'RN285A!5$:G?TG`JUA$U M$#41M1"U$740=1'U$/41#1`-$8T0C1%--(I6HGATXA\)B;\2_;(]_-A6ML_/ MQZN'_4_U`R!%];#2X/CG228Y^GF2Z)3K%N2I(+KS=PL*5!"=G]T"/_JIDVB2 M.D7E3#".'M8Z?)(AK;2",!N$='ET,G%JE+,!?>THA>>"<=IEE/,!O9^?8N^5 M`G7T2RGQ_4!-JK02NHQ4KR;D+GT;"*NHK%D0Y1%2RBAY%D3IA)0RRJ$%458A MI8Q2:4&47$@IH_P9N4*)AY0R&I[4R_*H)U+L)VHXTPK*JH/2*OA4(:V`$IN! M2N*@3Y3>#%0J!TLHHQFHA`Z64%XS6*:64'8S4,D=K$,YSD"E>+!D5E3CDW:9 M89F*U,-_K$2O`M.E1K=33GR&E1*5I,45C>:=ZM!H,X9:7M39J6[0NP:J7IH? M]/8$=5):";W]H*XKK8ARX(%*[N%E428\4"D^+*%\>*`2?5@RIA*5[L.223%0 M[S9AP;083-,+2$LE`+$*/54(5"(42]I4HM*A6$*/$P*5%,42>J@0J-0HEM"C MA4`E2+&D3R4J38HE]*H`]6?:[*<7!J@_TTKHM0'JS[02>E.`^C.M1"T)*L^( M'J@%024;L40M!^FK09U*5%H:Z]"3GD`EI[&$GO<$*D6-)?0R!XU/FM?T_@:- M3UH)O<5!XY-60N]RT/BDE=`;'30^:27T$@>-3UI)M130J^OH<[,4T,OGR+NE M@%X?1SZD'2.-TSLU-"ZI+5.)>@J-6O1^#8U+6@F]4D/CDE9"+];0N*25T.LU M-"YI)=5"0%^'PO:;A8"^WH2\6PCHZTK(AX6`OGZ$O%H,Z$LIR+O%@+X)0OS6 MK'3TFV-OFQ_;WN;P8_=ZO'K>?JDDV#?]B?ZM;$H'_9$ M/R^WI>^#W=W0G>3W_?[$_U$-F!^L^_I_`@```/__`P!02P,$%``&``@````A M`-FBA`6*#0``3D```!D```!X;"]W;W)K&ULK)Q; M<^HX$L??MVJ_`\7[!&PP%U>2J8#QE8MM9G>?.80DU`DA!9S;M]^6I79;:L>3 M9,[+D//S7RVI6RW;;7NN__QY>&Y]WYW.^^/+3=NZZK9;NY?M\7[_\GC3_L]? M_A^C=NM\V;S<;YZ/+[N;]J_=N?WG[;__=?WC>/IZ?MKM+BVP\'*^:3]=+J]N MIW/>/NT.F_/5\77W`D<>CJ?#Y@+_/#UVSJ^GW>:^:'1X[MC=[J!SV.Q?VM*" M>WJ/C>/#PWZ[\X[;;X?=RT4:.>V>-Q<8__EI_WI&:X?M>\P=-J>OWU[_V!X/ MKV#BR_YY?_E5&&VW#ELW>GPYGC9?GF'>/ZW^9HNVBW\P\X?]]G0\'Q\N5V"N M(P?*YSSNC#M@Z?;Z?@\S$&YOG78/-^T[RUW;XW;G]KIPT'_WNQ_GRM^M\]/Q M1W#:W\_W+SOP-L1)1.#+\?A52*-[@:!QA[7VBPBDI];][F'S[?F2'W^$N_WC MTP7"[<",Q,3<^U_>[KP%CX*9*]L1EK;'9Q@`_+=UV(NE`1[9_"Q^?^SO+T\W M[=[@RAEV>Q;(6U]VYXN_%R;;K>VW\^5X^)\46/!)3%=.!7&?GX;"`U"AOP^_F!C)41^/WT0*PR./"'LF*/ MKJQ^=_"!X%@]-13QQ^Y M;&ZO3\-2][GR'+-XJS81K+%TQ185(66'6,\',!+X)`A.$)HA,$)L@04"S&=CZ M4.=,RTEZ!V/D1DC/B,!(R$C$2,Q(TE) MWASRO)3@D!>,+!E9,9(RDC&2,[*N$BVN<*[X'7$59F!7AM53QFP\,G;,B1(U M!;:4H)<\1F:,^(P$C(2,1(S$C"0EH7D9:W%>2G#("T:6C*P821G)&,D965>) M%EBXP-("6W^]B:=$H2[BAY.82.+`Z;L247,_+478S&-DQHC/2,!(R$C$2,Q( M4I*&0<]+$0YZP27B4ZC'B,S!CQ&0D8"1F)&(D9210I;H6+"]JY)!"O,A2*P-FD MC*`S-+;Y92G"9BM&4F8Z*S4-IO-2A*;75:(%##8N+6#R7N%*W*I>GO;;KY,C M3`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`HRG2A41$W/3%&H^.>9J)^->=HP=&2HQ5'*4<9 M1SE':PWIJP'1S-./(Y"C@* M.8HXBCE*"-$,C0N1.6EP[`N.EARM.$HYRCC*.5IK2`^VJ&!4@_TW2UX6/""F M.)N))9%6JG7,,$])A0T]CF8<^1P%'(4<11S%'"6$*(1L]'-2X>@7'"TY6G&4 M1#B7?R2(0F[BA<01!`K MA3^%*A&;<>1S%'!;(5=%',4<)0IIX9%#[5*NO8-BOKH*+H35\H9EFG^1K)YO4;1'!*K7C$<.445>1*3Z%F5\Y0 MA9,;V#UC,?DH(5\&O+L058V^C%#U9N1B5%!OB4(.+.K2!0/S&=J*U30XDRYZ0Q5M*_F M"CE0\JDL8 M&:58'Q7DOX";#E%%_HL0O1F:&!5D.E'(@9I)Z716'58B^*&3D/()K*B&QGB,AVCDC9KCN_J`'5[!FB'E2]/_C(JLG"'R>A M2JU59V29KY"M4$)K-45$W66(&KO+426[ZSFV<5)Y_;57C!SY:H MW^CAJ5+U:,H>HL8ISU"E=IHN?P+KHX0\'""B[D)$C=U%J'H[H#%*J+L$$17' MYAPM.%IRM.(HY2CC*.=HK2%],Q'EO*:3S/N>>8@]P[PRE8@\GZ"(]O@Y(BI7 M+12JE*N6'*TX2KFMC*MRCM8:TKTC2E15[_S-+9XJOM&^,X'+JL(Q]%!GRI'' MT8PCGZ.`HY"CB*.8HT2A(F#2"_+S0?FQTV%W>MQ-=\_/Y];V^$U\&@BE_=OK M$LOO%B$#X,/%(B/,(U;?%<_>X&S#CCAPI%@4QI$[:^#>P;!X&W@^Y(I'+W5' MAG"D;@03:P1'BM0T^H$HN<(CW!H\RX&QU?4#CPC@2%T_4(J&([7]]%UXFY_W M,G%<>&V\AL,DZ_J>P!1K>P87U]E/P,%U]A.87)U]R$%79!@?$604Q+?N"'RQ M>E>L>].W%CB]QE("7[C6\8D-H:C3V]!Q#9_T7/CTA8\TZ;GP?0GG=WWWKG:Q M08G:%75+WF0.1T31N>:(W75%D9(?@8HTN+#N"!2F75%CYFV@D.F*PB0_XD$; M4:'G1Z`B#_ZM.S(!:Q.H7O$V4S@RK3T")6975(MY&\^VX$B=-2@ENZ+$>;Z#+*Y MSDX&Z[U.[XU<>%N:VPEACZGCD[$[@?<+>8/IV)W6'O!$R.M:!&-7O,W)386P M%.I6`KSH"6ND:-$ILQ.^YG[=/.X6F]/C_N7<>MX]P);>+6XB3O)[R@BC(!``!``@``$0`(`61O8U!R;W!S+V-O&UL M(*($`2B@``$````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````G)%!3\,@ M&(;O)OZ'AGL+W5\>GN^C M6.YTDWR"\ZHU)$;(`FL( M7/+`<0],[41$(U**"6D_7#,`I,#0@`83/,ZS'']W`SCM_[PP)"=-K<+>QIE& MW5.V%(=P:N^\FHI=UV7=?-"(_CE^6=\_#J.FRO2[$H!8OY^&^[".J]PJD#=[ MMGMS3>)]7>#?62'%8$>%`QY`)O$]>K`[)L_SV[O-"K$9R2]2DGY-4T6H M''`2:P0R<-+UR7*)TZ!2B+`;M?OUNX0U#:GQIKX9^Y[CV+=.U>.+R%)8+6%F5U1-7\%D]V.5JE:7"+]/G)U$H^[S? M_V:+%R6*I5B>;/:$5L-XO56?)5V6::U/+NCK!@2[#MIL\BSE"K)TIUE:E;)< MJ1Y^247NV(>+#JA+1/I<9>K5[3OVX:>3I#P7'A"[*YY+X=CO$\Y$\+IH,YY5 MTG6VZGHK4E56/9G]AK*=6[U[+D4M9V!M>97Q0H&L.JSYV(WSC525>UM6CW(M MA)*.#0'-Y&YX&'LXSB[=*]`*P3!J1]:3C1)8:&NDF2"1L%T6V'IOETBN*['3T9AV1$/!12ACPOFH=4R^_C!0ZB69TU M9('&^-]Y'Z7JD1H)DX#4[Q%$2<*@FG!8*,9:&23THBEF%/W"^M2"*!Q3'$^A MND/]+G&=0C0,R'AW:MIM`H*&)"#TCHVBF.&?AT&=>%%*`X-`C'65( MYK-9L*-'`=N[@?F((JWZQ.B(#LL9,>?Z?8XO0,L5^GW:MF"4W\,3HF4_=(L"CYNHM9%&[N,;86+O MB/W+K[60^1;I+63&Z"UDQN@MU/W",ZB"-IVN5[X&\$P+,;[U3`LQ//:PT2&D MU9D=]6)!5CS*^8:6/E?BK=EL3SK)&IJC);1A;^OO$\X$^LPJKTF\-2\>Q/(M MYN-"W1HOFO[?/;L\[5_TH9,\F'/L]T[?_0,``/__`P!02P$"+0`4``8`"``` M`"$`?C0*&!`"``#!'@``$P``````````````````````6T-O;G1E;G1?5'EP M97-=+GAM;%!+`0(M`!0`!@`(````(0"U53`C]0```$P"```+```````````` M`````$D$``!? M```:`````````````````&\'``!X;"]?&PO=V]R:W-H965T&UL4$L! M`BT`%``&``@````A`+!C^^ZZ`P``J@T``!D`````````````````OQ4``'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`$4>0XFZ`@``$0@``!D`````````````````XB@``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&%CGG66!@``01P` M`!D`````````````````GC$``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`(TW&*A..@``RWH!`!D````````````` M````KUX``'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A``5/AIL`!0``*Q8``!D`````````````````40L!`'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`!7>Z#Z6`P``'0T``!@`````````````````+.`!`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`)WO2?D$!@``$Q\``!D`````````````````)R<"`'AL+W=O;W,4"``##!P``&``````` M``````````!B+0(`>&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A``)D\CEQ`P``9`L``!D`````````````````73`"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/Y!LN?S#P``3$\``!D````` M````````````6Y8"`'AL+W=O&PO=V]R M:W-H965T&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$\':B.C M%P``O^T``!@`````````````````F38#`'AL+W=O``#DJP``&`````````````````"86`,`>&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$I=,)'[$@``K*```!D````````` M````````&7<#`'AL+W=O&PO=V]R:W-H M965TYY7^`(``$X(```9 M`````````````````$B/`P!X;"]W;W)K&UL4$L! M`BT`%``&``@````A`!''+**D!@``-QL``!D`````````````````=Y(#`'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`'K&YFS:`@``V`<``!D`````````````````Y]X#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`-;:.UBY.0``I1X! M`!D`````````````````M^T#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`!W'X]R0$```]4X``!D````````````` M````;4\$`'AL+W=O&PO=V]R:W-H965T M&UL4$L%!@`````[`#L`#Q```/)T!``````` ` end XML 16 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details Textual) (USD $)
    		 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2009
    Dec. 31, 2012
    Jan. 02, 2009
    Jun. 30, 2014
    Minimum [Member]
    Dec. 31, 2010
    Minimum [Member]
    Dec. 31, 2008
    Minimum [Member]
    Jun. 30, 2014
    Maximum [Member]
    Dec. 31, 2010
    Maximum [Member]
    Dec. 31, 2008
    Maximum [Member]
    Derivative Instruments and Hedging Activities Disclosures [Line Items]                      
    Warrants Not Settleable In Cash, Fair Value Disclosure         $ 479,910            
    Weighted Average Remaining Life   6 months 2 years 6 months     2 years   2 years 6 months 6 years 6 months   7 years 6 months
    Reduction In Stock Price             $ 0.22     $ 0.50  
    Additional Paid in Capital         486,564            
    Retained Earnings (Accumulated Deficit)         6,654            
    Total Current Liabilities $ 3,905,940 $ 3,469,065   $ 3,414,301 $ 479,910            
    Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate 59.00% 54.00% 63.00%                
    Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price   $ 0.769 $ 0.46     $ 0.01     $ 0.325    
    Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Stock Price   $ 0.35 $ 0.35     $ 0.06     $ 0.50    
    Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate     1.37%                
    XML 17 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 1) (USD $)
    		 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
    Dec. 31, 2013
    Dec. 31, 2009
    Jun. 30, 2014
    Stock Options One [Member]
    Dec. 31, 2013
    Stock Options One [Member]
    Jun. 30, 2014
    Stock Options Two [Member]
    Dec. 31, 2013
    Stock Options Two [Member]
    Jun. 30, 2014
    Stock Options Three [Member]
    Dec. 31, 2013
    Stock Options Three [Member]
    Jun. 30, 2014
    Stock Options Four [Member]
    Dec. 31, 2013
    Stock Options Four [Member]
    Jun. 30, 2014
    Stock Options Five [Member]
    Dec. 31, 2013
    Stock Options Five [Member]
    Jun. 30, 2014
    Stock Options Six [Member]
    Dec. 31, 2013
    Stock Options Six [Member]
    Jun. 30, 2014
    Stock Options Seven [Member]
    Dec. 31, 2013
    Stock Options Seven [Member]
    Jun. 30, 2014
    Stock Options Eight [Member]
    Dec. 31, 2013
    Stock Options Eight [Member]
    Jun. 30, 2014
    Stock Options Nine [Member]
    Dec. 31, 2013
    Stock Options Nine [Member]
    Jun. 30, 2014
    Stock Option Ten [Member]
    Dec. 31, 2013
    Stock Option Ten [Member]
    Jun. 30, 2014
    Stock Option Eleven [Member]
    Dec. 31, 2013
    Stock Option Eleven [Member]
    Jun. 30, 2014
    Stock Option Twelve [Member]
    Dec. 31, 2013
    Stock Option Twelve [Member]
    Jun. 30, 2014
    Stock Options Thirteen [Member]
    Dec. 31, 2013
    Stock Options Thirteen [Member]
    Jun. 30, 2014
    Stock Options Fourteen [Member]
    Dec. 31, 2013
    Stock Options Fourteen [Member]
    Jun. 30, 2014
    Stock Options Fifteen [Member]
    Dec. 31, 2013
    Stock Options Fifteen [Member]
    Jun. 30, 2014
    Stock Options Sixteen [Member]
    Dec. 31, 2013
    Stock Options Sixteen [Member]
    Jun. 30, 2014
    Stock Options Seventeen [Member]
    Dec. 31, 2013
    Stock Options Seventeen [Member]
    Jun. 30, 2014
    Stock Options Eighteen [Member]
    Dec. 31, 2013
    Stock Options Eighteen [Member]
    Jun. 30, 2014
    Stock Options Nineteen [Member]
    Dec. 31, 2013
    Stock Options Nineteen [Member]
    Jun. 30, 2014
    Stock Options Twenty [Member]
    Jun. 30, 2014
    Stock Option [Member]
    Dec. 31, 2013
    Stock Option [Member]
    Dec. 31, 2012
    Stock Option [Member]
    Dec. 31, 2011
    Stock Option [Member]
    Dec. 31, 2010
    Stock Option [Member]
    Dec. 31, 2009
    Stock Option [Member]
    Dec. 31, 2008
    Stock Option [Member]
    Dec. 31, 2007
    Stock Option [Member]
    Dec. 31, 2006
    Stock Option [Member]
    Dec. 31, 2005
    Stock Option [Member]
    Jun. 30, 2014
    Warrant One [Member]
    Dec. 31, 2013
    Warrant One [Member]
    Jun. 30, 2014
    Warrant Two [Member]
    Dec. 31, 2013
    Warrant Two [Member]
    Jun. 30, 2014
    Warrant Three [Member]
    Dec. 31, 2013
    Warrant Three [Member]
    Jun. 30, 2014
    Warrant Four [Member]
    Dec. 31, 2013
    Warrant Four [Member]
    Jun. 30, 2014
    Warrant Five [Member]
    Dec. 31, 2013
    Warrant Five [Member]
    Jun. 30, 2014
    Warrant Six [Member]
    Dec. 31, 2013
    Warrant Six [Member]
    Jun. 30, 2014
    Warrant Seven [Member]
    Dec. 31, 2013
    Warrant Seven [Member]
    Jun. 30, 2014
    Warrant Eight [Member]
    Dec. 31, 2013
    Warrant Eight [Member]
    Jun. 30, 2014
    Warrant Nine [Member]
    Dec. 31, 2013
    Warrant Nine [Member]
    Jun. 30, 2014
    Warrant Ten [Member]
    Dec. 31, 2013
    Warrant Ten [Member]
    Jun. 30, 2014
    Warrant Eleven [Member]
    Dec. 31, 2013
    Warrant Eleven [Member]
    Jun. 30, 2014
    Warrant Twelve [Member]
    Dec. 31, 2013
    Warrant Twelve [Member]
    Jun. 30, 2014
    Warrant Thirteen [Member]
    Dec. 31, 2013
    Warrant Thirteen [Member]
    Dec. 31, 2013
    Warrant Fourteen [Member]
    Jun. 30, 2014
    Warrant [Member]
    Dec. 31, 2013
    Warrant [Member]
    Dec. 31, 2012
    Warrant [Member]
    Dec. 31, 2011
    Warrant [Member]
    Dec. 31, 2010
    Warrant [Member]
    Dec. 31, 2009
    Warrant [Member]
    Dec. 31, 2008
    Warrant [Member]
    Dec. 31, 2007
    Warrant [Member]
    Dec. 31, 2006
    Warrant [Member]
    Dec. 31, 2005
    Warrant [Member]
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                                                                                                                                                                
    Range of Exercise Prices     $ 0.01 $ 0.01 $ 0.065 $ 0.017 $ 0.07 $ 0.065 $ 0.075 $ 0.07 $ 0.079 $ 0.075 $ 0.08 $ 0.079 $ 0.088 $ 0.08 $ 0.1325 $ 0.88 $ 0.14 $ 0.1325 $ 0.15 $ 0.14 $ 0.17 $ 0.15 $ 0.185 $ 0.17 $ 0.20 $ 0.27 $ 0.23 $ 0.29 $ 0.25 $ 0.318 $ 0.27 $ 0.33 $ 0.29 $ 0.3415 $ 0.318 $ 0.35 $ 0.33 $ 0.585 $ 0.3415 $ 0.10 $ 0.09 [1] $ 0.09 [1] $ 0.11 [1] $ 0.19 [1] $ 0.27 [1] $ 0.26 [1] $ 1.67 [1] $ 1.67 [1] $ 1.67 [1] $ 0.01 $ 0.01 $ 0.075 $ 0.075 $ 0.08 $ 0.08 $ 0.12 $ 0.10 $ 0.15 $ 0.12 $ 0.165 $ 0.15 $ 0.18 $ 0.16 $ 0.198 $ 0.17 $ 0.20 $ 0.18 $ 0.25 $ 0.198 $ 0.27 $ 0.20 $ 0.325 $ 0.25 $ 0.769 $ 0.46 $ 0.769 $ 0.15 $ 0.14 [1] $ 0.13 [1] $ 0.23 [1] $ 0.44 [1] $ 0.49 [1] $ 0.45 [1] $ 1.04 [1] $ 1.25 [1] $ 2.62 [1]
    Shares     550,000 550,000 10,000 325,187 177,286 10,000 14,400,000 197,286 1,740,508 14,400,000 9,300,000 1,740,508 400,000 9,300,000 226,415 400,000 242,857 226,415 1,110,000 242,857 755,000 676,666 162,162 5,000 250,000 370,373 3,019,565 100,000 250,000 94,338 370,373 100,000 100,000 20,000 94,338 75,000 25,000 95,768 20,000 33,203,504 28,929,398 [1] 12,663,566 [1] 5,797,611 [1] 3,498,218 [1] 1,496,174 [1] 1,291,174 [1] 47,882 [1] 41,898 [1] 17,956 [1] 30,000 200,000 2,083,333 2,666,667 7,714,286 7,714,286 200,000 1,428,572 15,314,951 200,000 407,318 16,648,284 333,333 150,000 1,770,833 1,294,118 87,500 533,333 375,000 1,770,833 111,111 1,237,500 1,615,383 375,000 342,029 83,207 342,029 30,385,077 34,643,829 [1] 35,132,136 [1] 26,882,251 [1] 10,670,925 [1] 7,372,813 [1] 5,184,511 [1] 121,278 [1] 92,776 [1] 20,950 [1]
    Weighted Average Remaining Life 6 months 2 years 6 months 7 years 7 days 7 years 6 months 7 days 8 years 8 months 12 days 4 years 5 months 5 days 9 years 1 month 13 days 9 years 2 months 12 days 8 years 8 months 16 days 9 years 5 months 8 days 8 years 8 months 19 days 9 years 2 months 16 days 8 years 1 month 17 days 9 years 2 months 19 days 7 years 6 months 25 days 8 years 7 months 17 days 9 years 14 days 8 years 25 days 9 years 14 days 9 years 6 months 14 days 7 years 11 months 19 days 9 years 6 months 14 days 9 years 9 months 14 days 7 years 1 month 28 days 9 years 9 months 4 days 9 years 4 months 10 days 9 years 8 months 19 days 10 years 9 years 8 months 8 days 9 years 9 months 7 days 9 years 7 months 24 days 9 years 9 months 9 years 6 months 4 days 9 years 8 months 23 days 9 years 3 months 11 days 9 years 9 months 9 years 3 months 4 days 4 months 13 days 9 years 2 months 26 days 5 months 8 days 9 years 3 months                     1 year 5 months 8 days 1 year 11 months 8 days 25 days 10 months 6 days 3 years 8 months 16 days 4 years 2 months 12 days 3 years 6 months 29 days 3 months 29 days 3 years 6 months 7 days 4 years 10 months 24 days 1 year 4 months 17 days 3 years 11 months 23 days 3 years 11 months 19 days 4 months 17 days 3 years 11 months 1 day 3 months 7 days 7 months 6 days 2 years 9 months 29 days 3 months 7 days 4 years 4 months 28 days 3 years 2 months 16 days 2 months 5 days 4 years 9 months 4 days 9 months 7 days 4 days 3 months 18 days 6 months                    
    [1] Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    XML 18 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 19 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LONG-TERM DEBT (Tables)
    		 12 Months Ended
    Dec. 31, 2013
    Long-Term Debt, Unclassified [Abstract]  
    Schedule of Long-term Debt Instruments [Table Text Block]

    Long-term debt is as follows:
     
     
     
    December 31,
    2013
     
    December 31,
    2012
    Note payable issued on October 26, 2009, net of a discount of $0 and $0 discount, with interest at 8% to March 31, 2012 when the remaining balance was payable and convertible into shares of common stock at $.35 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    100,000
     
    Note payable issued on June 12, 2010 with interest at 12% to March 31, 2012 when the remaining balance was payable, and is convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    200,000
     
    Note payable issued on December 23, 2010, with interest at 10%, matured December 23, 2012 and was convertible into shares of common stock at $.084 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    16,800
     
    Note payable issued on September 21, 2010 with interest at 12%, matured March 30, 2012 and was convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    32,000
     
    Note payable issued January 1, 2011 to a law firm that accepted this note in full payment of their past due legal fees. The note bears interest at 6%, matures January 1, 2015 and is convertible into shares of common stock at $.15 per share. The note was renegotiated in March 2013, and has been paid in full
     
     
    —
     
     
     
    89,300
     
    On November 6, 2012 the Company issued four convertible notes at 20% interest, each, net of an aggregate discount of $21,138, due on April 6, 2013. The four notes were converted into 1,041,622 shares at $0.10 per share
     
     
    —
     
     
     
    122,774
     
    Total
     
     
    —
     
     
     
    560,874
     
    Less amount due within one year
     
     
    —
     
     
     
    471,574
     
    Long-Term Debt
     
    $
    —
     
     
    $
    89,300
     
     
    XML 20 R50.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUPPLEMENTAL CASH FLOW DATA (Details Textual) (USD $)
    		 3 Months Ended 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Schedule Of Cash Flow Supplemental Disclosures [Line Items]            
    Interest Paid, Total $ 3,468 $ 15,522 $ 21,606 $ 41,930 $ 55,198 $ 31,008
    XML 21 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RENT OBLIGATION (Details) (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Operating Leased Assets [Line Items]    
    2014   $ 36,000
    2015 37,000 37,000
    2016 38,000 38,000
    2017 39,000 39,000
    2018 3,600 3,000
    2019 $ 0  
    XML 22 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LOSS PER SHARE (Details Textual) (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Jun. 30, 2013
    Dec. 31, 2012
    Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
    Options and Warrants Outstanding $ 63,588,581 $ 63,583,227 $ 84,320,276 $ 47,795,702
    XML 23 R47.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RELATED PARTY TRANSACTIONS (Details Textual) (USD $)
    		 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 12 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 3 Months Ended 1 Months Ended
    May 31, 2013
    Apr. 30, 2013
    Nov. 30, 2012
    Aug. 31, 2012
    Jun. 30, 2012
    Apr. 30, 2012
    Mar. 31, 2012
    Jul. 31, 2007
    Sep. 30, 2013
    Mar. 31, 2013
    Jun. 30, 2012
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2002
    Aug. 04, 2014
    Jun. 30, 2014
    Feb. 28, 2014
    Sep. 11, 2013
    Jan. 31, 2013
    Mar. 28, 2012
    Dec. 31, 2008
    Dec. 31, 2013
    Subsequent Event [Member]
    Jun. 30, 2013
    Minimum [Member]
    Jun. 30, 2013
    Maximum [Member]
    Mar. 28, 2012
    First Advance [Member]
    Mar. 28, 2012
    Second Advance [Member]
    Dec. 31, 2008
    Related Party [Member]
    Sep. 11, 2013
    Samuel Herschkowitz [Member]
    Aug. 31, 2012
    Samuel Herschkowitz [Member]
    Apr. 30, 2012
    Samuel Herschkowitz [Member]
    Feb. 28, 2014
    Samuel Herschkowitz [Member]
    Aug. 15, 2012
    Samuel Herschkowitz [Member]
    Dec. 31, 2013
    Samuel Herschkowitz [Member]
    Non-Convertible Grid Note [Member]
    Apr. 30, 2012
    Samuel Herschkowitz [Member]
    Minimum [Member]
    Apr. 30, 2012
    Samuel Herschkowitz [Member]
    Maximum [Member]
    Sep. 11, 2013
    Sok Partners [Member]
    May 31, 2012
    Sok Partners [Member]
    Mar. 31, 2012
    Sok Partners [Member]
    Dec. 31, 2012
    Sok Partners [Member]
    Dec. 31, 2013
    Sok Partners [Member]
    Non-Convertible Grid Note [Member]
    Jan. 31, 2014
    Sok Partners [Member]
    Non-Convertible Grid Note [Member]
    Subsequent Event [Member]
    Feb. 28, 2014
    Sok Partners [Member]
    Non-Convertible Grid Note [Member]
    Subsequent Event [Member]
    Mar. 31, 2012
    Sok Partners [Member]
    Minimum [Member]
    Mar. 31, 2012
    Sok Partners [Member]
    Maximum [Member]
    Mar. 14, 2012
    Sok Partners [Member]
    Common Stock [Member]
    Jul. 31, 2014
    Sok Partners [Member]
    Common Stock [Member]
    Subsequent Event [Member]
    Mar. 31, 2012
    Dr Herschkowitz and Sok Partners Llc [Member]
    Sep. 30, 2013
    Gadbaw [Member]
    Sep. 30, 2013
    Morawetz [Member]
    Jun. 30, 2012
    Board of Directors Chairman [Member]
    Jun. 30, 2012
    Director [Member]
    Feb. 28, 2014
    Chief Executive Officer [Member]
    Related Party Transaction [Line Items]                                                                                                        
    Payments Made To Officers One                                                                                                   $ 25,000    
    Proceeds from Issuance or Sale of Equity                     3,000,000   3,000,000                 2,055,000                                                            
    Payments Made To Officers Two                                                                                                     30,000  
    Related Party Transaction, Due from (to) Related Party                                         2,000           46,000                                                  
    Converible Note Percentage     20.00% 20.00%     20.00%                                                                                          
    Converible Note Principal Amount     156,243 600,000     240,000                                                                                          
    Notes Payable, Total                                                                             357,282     305,589.04                    
    Debt Instrument, Convertible, Effective Interest Rate                       24.00%                                                       10.00%                        
    Advance Under Note                                                 300,000 84,657                     300,000 300,000                            
    Cash Advance Net Of Interest                                       60,000                                                                
    Debt Instrument, Convertible, Conversion Price   $ 0.10                               $ 0.014 $ 0.12 $ 0.065                                                                
    Stock Issued During Period, Shares, Conversion of Units                                                                         4,615,385 4,615,385                            
    Stock Issued During Period, Value, Conversion of Units             600,000                                                                                          
    Stock Issued During Period, Shares, Other             1,546,667                                                                                          
    Stock Transferred During Period           7,500,000                                                                                            
    Shares Issued Related Party Transactions One         277,778                                                                                              
    Price Per Share Related Party Transactions         $ 0.09                                                                                              
    Compensation Issued In Lieu Of Cash         25,000                                                                                              
    Warrants Shares Related Party Transactions         30,000                                                                                              
    Warrants Price Per Share Related Party Transactions         $ 0.15                                                                                              
    Shares Issued Related Party Transactions Two                                                         26,500,000                                              
    Debt Instrument Convertible Conversion Price Minimum                                                               $ 0.014                                        
    Debt Instrument Convertible Conversion Price Maximum                                                               $ 0.065                                        
    Shares Issued Related Party Transactions Three     1,562,430                                                                                                  
    Proceeds from Related Party Debt     155,000                                                                                                  
    Convertible Note Due Date   Aug. 31, 2013                                                                                                    
    Related Party Transaction, Description of Transaction                       (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.                                                                                
    Equity Bonus Valued At Common Stock Rate                                                                                     $ 0.014 $ 0.065                
    Additional Issue Of Common Stock Shares                                                                                         16,000,000              
    Stock Issued During Period Shares New Issues 357,163 1,041,622                                                       7,500,000               13,250,000                 13,250,000         25,000
    Percentage Of Interest Rate On Event Of Default                                                                   20.00% 24.00%                                  
    Percentage Of Accrued Interest                                                           20.00%                                            
    Proceeds From Offering Of Securities                                             2,000,000 4,000,000                                                        
    Compensation Payment Pursuant To Merger                   listing the Companys shares on NASDAQ pursuant to an underwritten offering of the Companys securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.                                                                                    
    Common Shares received on resignation                                                                                               50,000 50,000      
    Common shares received per share on resignation                 $ 0.325                                                                                      
    Compensation received from serving as board members                 20,000                                                                                      
    Issuance of shares to satisy previous contractual agreements                 30,000                                                                                      
    Debt Instrument, Periodic Payment                                                       314,484               680,444                                
    Conversion of Stock, Shares Converted                                                       22,463,172               48,603,721                                
    Proceeds from Notes Payable                                                                               300,000                        
    Debt Instrument, Maturity Date               Apr. 30, 2008                                                               Feb. 28, 2014                        
    Debt Instrument, Interest Rate, Effective Percentage                       24.00%                                                       10.00%                        
    Percentage Of Gross Proceeds Received In Advance                                                                 10.00%                                      
    Amount Received In Three Tranches                                                                               250,000                        
    Additional Proceeds From Notes Payable                                                                                 20,000                      
    Percentage Of Increase In Interest In Case Of Default                                                                                 20.00%                      
    Class of Warrant or Right, Number of Securities Called by Warrants or Rights                             4,615,385 1,615,383 1,600,000                           111,111                                         3,846
    Stock Issued During Period, Value, New Issues                           $ 5,000                                                                           $ 19,231
    Securities Purchase Agreement Terms                                                                                           (i) a senior convertible note, in an original principal amount of $122,195.60 (the SOK Note), which SOK Note shall be convertible into a certain amount of shares (the SOK Conversion Shares) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the SOK Warrant) to initially acquire up to 407,318 additional shares of Common Stock (the SOK Warrant Shares, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the SOK Securities) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the SOK Convertible Notes Offering).            
    Beneficial Ownership Percentage                       57.00%                                                                                
    XML 24 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
    DEVELOPMENT STAGE OPERATIONS
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Development Stage Enterprises [Abstract]    
    Development Stage Enterprise General Disclosures [Text Block]

    NOTE 2 — DEVELOPMENT STAGE OPERATIONS

    The Company was formed April 23, 2002. Since inception to August 4, 2014, 222,975,766 shares of common stock have been issued between par value and $1.67. Operations since incorporation have been devoted to raising capital, obtaining financing, development of the Company’s product, and administrative services.

    NOTE 2 — DEVELOPMENT STAGE OPERATIONS

    The Company was formed April 23, 2002. Since inception through December 31, 2013, 219,937,619 shares of common stock have been issued between par value and $1.67. Operations since incorporation have primarily been devoted to raising capital, obtaining financing, development of the Company’s product, administrative services, customer acceptance and sales and marketing strategies.
    EXCEL 25 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED M83%A-CED96,B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-534U!4EE?3T9?4TE'3DE&24-!3E1?04-#3U5.5#PO M>#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/DE.0T]-15]405A%4SPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQ/3D=415)-7T1%0E0\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I7;W)K#I7;W)K#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/E)%5$E214U%3E1?4T%624Y'4U]03$%. M4SPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/E-534U!4EE?3T9?4TE'3DE&24-!3E1?04-# M3U5.5#(\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQ/3D=415)-7T1%0E1?5&%B;&5S/"]X.DYA;64^#0H@("`@/'@Z M5V]R:W-H965T4V]U#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/E-534U!4EE?3T9?4TE'3DE&24-!3E1? M04-#3U5.5#4\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I7;W)K#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-43T-+2$],1$524U]$ M149)0TE47U-43T-+7T]05#0\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQ/4U-?4$527U-(05)%7T1E=&%I;'-?5&5X='5A;#PO>#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DE.0T]-15]405A%4U]$ M971A:6QS/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O M#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/DQ/3D=415)-7T1%0E1?1&5T86EL#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I7;W)K#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQ)04))3$E465]&3U)?15%525193$E.2T5$7T9) M3C0\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I7 M;W)K#I7;W)K#I7;W)K#I7;W)K#I3='EL M97-H965T($A2968],T0B5V]R:W-H965T3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\U-&5B-60V95]D.34R7S0Y M-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB.3E?8F8Y9&$Q838Y9&5C+U=O M'0O:'1M M;#L@8VAA'0^)SQS<&%N/CPO'0^ M)U-K>6QI;F4@365D:6-A;"!);F,N/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!+ M97D\+W1D/@T*("`@("`@("`\=&0@8VQA'0^ M)V9A;'-E/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E;G-E M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPOF5D+"`R M,"PU-3`@;W5T'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A6%B;&4@*&EN M(&1O;&QA'0^)SQS<&%N/CPOF5D M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XX,#`L,#`P+#`P,#QS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XR M.3$L-3@T/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;G-E/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$;G5M<#XS,3DL,S`S/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C M3X-"B`@("`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`R,#$P('1O(&-O;G-U;'1A;G0L("0N-3`\+W1D/@T*("`@ M("`@("`\=&0@8VQA2`R,#$P('1O(&-O;G-U;'1A;G0L("0N-3`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`@("`@("`@/'1D(&-L87-S/3-$ M=&@^/'-U<#X\+W-U<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO6%B;&4@870@)"XP,S$@<&5R('-H87)E("AI;B!S:&%R97,I/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U<#X\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@870@)"XP,S4S('!E'0^)SQS<&%N/CPO M6%B;&4@870@)"XP,S(@<&5R('-H87)E/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U<#X\+W1D/@T*("`@("`@("`\ M=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO&5R8VES92!O9B!O<'1I;VYS(&%T("0N,#$@ M<&5R('-H87)E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\ M+W-U<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO&5R8VES92!O9B!O<'1I;VYS M(&%T("0N,#$@<&5R('-H87)E("AI;B!S:&%R97,I/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U<#X\+W1D/@T*("`@("`@("`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`D+C$U M('!E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!O9B!W87)R86YT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS M<&%N/CPO65E M(&)O;G5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U M<#X\+W1D/@T*("`@("`@("`\=&0@8VQA&5R8VES960@870@)"XQ,B!P97(@'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R M8VES92!O9B!W87)R86YT'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R M8VES92!A="`D+C$S('!E'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!A="`D+C`W-2!P97(@'0^)SQS<&%N/CPO&5R8VES92!A="`D+C`W-2!P97(@'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!I M;G-T'0^)SQS<&%N/CPO'!E;G-E/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U<#X\+W1D/@T* M("`@("`@("`\=&0@8VQA65E M(&)O;G5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\+W-U M<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)R9N M8G-P.R9N8G-P.SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO&5R8VES92!A="`D+C`Q M-C<@<&5R('-H87)E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U M<#X\+W-U<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!A="`D+C`W('!E'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO&5R8VES92!A="`D M+C`W('!E'0^)SQS<&%N/CPO'0^)R9N8G-P.R9N8G-P.SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R M8VES92!A="`D+C$X('!E'0^)R9N8G-P.R9N8G-P.SQS<&%N M/CPO'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^ M)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO&5R8VES M92!A="`D+C$W('!E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!`("0N,34@<&5R('-H87)E("AI M;B!S:&%R97,I/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U<#X\ M+W-U<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO&5R8VES86)L92!A="`D+C$U('!E M'0^)R9N8G-P.R9N8G-P.SQS<&%N/CPO&5R8VES86)L92!A="`D M+C(U('!E'0^)SQS<&%N/CPO'0^)R9N8G-P.R9N8G-P M.SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!M86YA9V5M96YT/"]T9#X-"B`@("`@(#PO='(^#0H@ M("`@("`\='(@8VQA2!M86YA9V5M96YT/"]T9#X-"B`@("`@ M(#PO='(^#0H@("`@("`\='(@8VQA2`Q+S,@>65A&5S(&%D=F%N8V5D(&)Y('1H92!#;VUP86YY+B!4:&4@=F%L=64@ M:&5R92!R97!R97-E;G1S('1H92!N970@<&%Y(&9R;VT@=&AE('1R86YS86-T M:6]N('1H870@=V%S(')E=&%I;F5D(&)Y('1H92!#;VUP86YY+CPO=&0^#0H@ M("`@("`\+W1R/@T*("`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`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@;VYE/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@='=O/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@=&AR964\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@9F]U'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@9FEV93PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!/9B!787)R86YT'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!&;W5R(%=A&5R8VES960@070@4F5D M=6-E9"!087(@5F%L=64\+W1D/@T*("`@("`@("`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`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!/9B!787)R86YT'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!/9B!787)R86YT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO&5R8VES92!/9B!787)R M86YT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!/9B!787)R86YT'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO&5R8VES M92!/9B!787)R86YT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!0'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!0'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\U-&5B-60V95]D.34R7S0Y M-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB.3E?8F8Y9&$Q838Y9&5C+U=O M'0O:'1M M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M2!I;G-T'0^)SQS<&%N M/CPOF%T:6]N(&]F(&1E8G0@9&ES8V]U;G0\+W1D/@T*("`@ M("`@("`\=&0@8VQA2UL:6YK M960@:6YS=')U;65N=',\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO6UE;G0@;V8@8V]N M=F5R=&EB;&4@9&5B=#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M)SQS<&%N/CPO6UE;G1S(&]N(&YO M=&5S('!A>6%B;&4\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS M<&%N/CPO2`H=7-E9"!I;BD@9FEN M86YC:6YG(&%C=&EV:71I97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO2!A M8V-O=6YT7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0@0FQO8VM=/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P M<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!C:&%N9V5D(&ET6QI;F4@365D M:6-A;"!);F,N(%!U2!M97)G960@=VET:"!A;F0@:6YT;R!A($1E;&%W87)E(&-O M2!A;'-O(&UA:V5S(&]N9V]I;F<@7-T96US+B!);B!!<')I;"`R,#`Y+"!T:&4@0V]M<&%N>2!R M96-E:79E9"`U,3`H:RD@8VQE87)A;F-E(&9R;VT@=&AE($9$02!T;R!A=71H M;W)I>F4@=&AE($-O;7!A;GD@=&\@;6%R:V5T(&%N9"!S96QL(&ET6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D6EN9R!F:6YA;F-I86P@ M2!A M9&IU#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P M<'0O,3)P="!4:6UE#L@34%21TE..B`P M<'0[(%!!1$1)3D&ES=&EN9R!5 M+E,N($=!05`@&-H86YG92!F;W(@=&AO6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6UE;G1S(&=R86YT960@=&\@96UP;&]Y965S(&EN M('=H:6-H('1H92!T97)M2!H879E(&]N(&]U#L@34%21TE..B`P<'0[(%!!1$1)3D2!I6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@ M3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE&-L=61E(&%N>2!I;G1E#L@34%21TE..B`P<'0[(%!!1$1)3D'!E6QE/3-$)T9/3E0M M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O M;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D&5M<'0@8W5S=&]M M97)S+B!4:&4@0V]M<&%N>2!C;VQL96-T2!I&-L=61E('1H92!T87AE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B!B;VQD(#$P<'0O,3)P="!4:6UE'!E;G-E6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D"!M;VYT:',@96YD M960@2G5N92`S,"P@,C`Q-"!A;F0@)#6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@34%21TE..B`P<'0[(%!!1$1)3DF5D('=H96X@<&5R M&ES=',L(&1E M;&EV97)Y(&AA2!I2!W:6QL+"!T:&5R969O65A2!W:&5R96)Y('1H92!# M;VUP86YY(')E<&QA8V5S(&]R(')E<&%I2P@6QE/3-$)T9/3E0M1D%-24Q9 M.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!E>'!E8W1S M('1O(&-O;&QE8W0@;VX@8F%L86YC97,@;W5T#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T M+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%2 M1TE..B`M,C!P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE M.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXU-BPX,3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/ M33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET M92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@ M,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV/B`\:#(@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD M(#$P<'0O,3)P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y% M+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\ M9&EV/EEE87)S/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY#;VUP=71E6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@#L@34%21TE..B`P<'0[(%!! M1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1) M3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-) M6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/DIU;F4@,S`L/&)R+SX@,C`Q-#PO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!& M3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q+#QB M6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ,C8L,C,T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXV,2PU,#4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR,RPV,30\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY4;W1A;#PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXR,#0L-C4X/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXQ-3@L,3$P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\+W1A8FQE/B`\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!& M3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O M,3)P="!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE#L@34%21TE..B`P<'0[ M(%!!1$1)3D"!B M87-E'!E8W1E9"!T;R!I;7!A8W0@=&%X86)L M92!I;F-O;64N(%9A;'5A=&EO;B!A;&QO=V%N8V5S(&%R92!E2!T;R!R961U8V4@9&5F97)R960@=&%X(&%S'!E8W1E9"!T;R!B92!R96%L:7IE9"X\+V1I M=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE M#L@ M34%21TE..B`P<'0[(%!!1$1)3D"!R971U"!P;W-I=&EO;G,@=VEL;"!B92!S=7-T M86EN960@;VX@97AA;6EN871I;VX@8GD@=&%X:6YG(&%U=&AO#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D2`R-3QS=7`@6QE.FYO2!F M:6QE9"!A(&YO;BUP2`R-3QS=7`@6QE.FYO6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D2!F:6QE9"!A<'!L:6-A=&EO;G,N($$@9F5A='5R M92!C;&%I;65D(&EN('1H92!0871E;G0@:7,@=&AE(&%B:6QI='D@=&\@;6%I M;G1A:6X@8V]N=&EN=6]U2!M96%S=7)I;F7-T96TN(%1H:7,@<')O=FED97,@9F]R(&-O;G1I;G5O=7,@ M;W!E&%M<&QE+"!T;R!E;7!T>2!A M(&9L=6ED(&-O;&QE8W1I;VX@8V]N=&%I;F5R(&]R(&]T:&5R=VES92!D:7-P M;W-E(&]F('1H92!C;VQL96-T960@9FQU:60N/"]D:78^(#QF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D28C.#(Q-SMS(&-O;6UO;B!S=&]C:RP@<&%R('9A;'5E("0P+C`Q("AT M:&4@)B,X,C(P.SQB/D-O;6UO;B!3=&]C:SPO8CX@)B,X,C(Q.RDL(&EN(&%C M8V]R9&%N8V4@=VET:"!T:&4@=&5R;7,@;V8@=&AE($EN=F5S=&]R($YO=&4L M(&%N9"`H:6DI(&$@=V%R2!A8W%U:7)E('5P('1O M(#(L,#,V+#4Y,R!A9&1I=&EO;F%L('-H87)E2`R,BXR)2!O M#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!A;'-O(&5N=&5R960@:6YT;R!A M(%-E8W5R:71I97,@4'5R8VAA2!I2`R,BXR)2!O6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$ M)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG M/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L M93X\6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T M+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE28C.#(R,3LI('=A2P@=VET:"!S=6-H($1E;&%W87)E($-O7-T M96T@9F]R('1H92!C;VQL96-T:6]N(&%N9"!D:7-P;W-A;"!O9B!I;F9E8W1I M;W5S(&9L=6ED2!T;R!M87)K970@86YD('-E;&P@:71S(%-44D5!35=!62!&35,@<')O9'5C M=',N/"]D:78^(#QD:78@#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!W:6QL(&-O;G1I M;G5E(&%S(&$@9V]I;F<@8V]N8V5R;BX@5&AE($-O;7!A;GD@:&%S('-U9F9E M2X\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49! M34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W M(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE'!E8W1E9"!O;B!O=7(@ M9FEN86YC:6%L('!O&-L=61E(&%N>2!I;G1E#L@34%21TE..B`P<'0[(%!!1$1)3D'!E6QE/3-$)T9/3E0M1D%-24Q9 M.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1) M3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[ M4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1% M6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T M<'@[(%!!1$1)3D&5M<'0@8W5S=&]M97)S+B!4 M:&4@0V]M<&%N>2!C;VQL96-T2!I&-L=61E('1H92!T87AE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD M(#$P<'0O,3)P="!4:6UE6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D2X\+V1I=CX@/&9O;G0@#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE M6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N M)RPG#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE2!R96-O9VYI>F5S(')E=F5N=64@:6X@86-C M;W)D86YC92!W:71H('1H92!314,F(S@R,3<[#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE&5D(&%N9"!D971E2!I6QI;F4@86YD('1H92!#;VUP86YY('=I;&PL('1H97)E9F]R M92P@6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG65A2!W:&5R96)Y('1H92!# M;VUP86YY(')E<&QA8V5S(&]R(')E<&%I6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@ M3F5W(%)O;6%N)RPG2!B92!R971U2!B=7ES(&)O=&@@=&AE(%-44D5!35=!62!&35,@=6YI M=',@86YD)B,Q-C`[8VQE86YI;F<@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T M+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!E>'!E8W1S('1O(&-O;&QE M8W0@;VX@8F%L86YC97,@;W5T6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O M;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@34%21TE..B`P<'0[ M(%!!1$1)3D6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O M;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q+#QB6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY&:6YI6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXU M-BPX,3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY287<@;6%T97)I86QS M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXQ,C(L,36QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ M-#4L,C`Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE M/B`\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E, M63I4:6UE6QE/3-$)T9/3E0M1D%-24Q9 M.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1) M3D6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D#L@34%21TE..B`P<'0[ M(%!!1$1)3D#L@34%21TE. M.B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=B!A;&EG;CTS1')I9VAT/D-O;7!U=&5R6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY,96%S96AO;&0@:6UP6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=CY-86YU9F%C='5R:6YG(%1O;VQI;F<\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G/B`F(S$V,#L\+V1I=CX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT M97([(%=)1%1(.B`Q,G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SX\+V1I=CX@/"]T M9#X@/'1D(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I M=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE M#L@ M34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,BPR-3@\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE M/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@ M6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!7 M2$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E4 M12U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,BPR M-3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`Q,'!T.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#QD M:78^3&5S6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D&5D($%S6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@ M9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@34%21TE..B`M,C!P="`P<'0@,'!T.R!0041$ M24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT M97([(%=)1%1(.B`Q,G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SX\+V1I=CX@/"]T M9#X@/'1D(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I M=CX@/&9O;G0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B M;VQD(#$P<'0O,3)P="!4:6UEF%T:6]N('5N=&EL('1H M92!P2!P871E;G1E9"!I2P@86YD M(&EM<&%I2!W6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D&5S("@F(S@R,C`[05-#(#"!B87-E2!T;R!R961U8V4@9&5F97)R960@=&%X(&%S'!E8W1E9"!T;R!B92!R96%L:7IE9"X\+V1I=CX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[ M(%!!1$1)3D"!R971U"!P;W-I=&EO;G,@=VEL;"!B92!S=7-T86EN960@;VX@97AA M;6EN871I;VX@8GD@=&%X:6YG(&%U=&AO#L@ M34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E. M1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$ M14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3D2`R-3QS=7`@6QE.FYO M2!F:6QE9"!A(&YO;BUP M2`R-3QS=7`@ M6QE.FYO6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D2!F:6QE9"!A<'!L:6-A=&EO;G,N($$@9F5A='5R92!C;&%I;65D(&EN M('1H92!0871E;G0@:7,@=&AE(&%B:6QI='D@=&\@;6%I;G1A:6X@8V]N=&EN M=6]U2!M96%S=7)I;F7-T M96TN(%1H:7,@<')O=FED97,@9F]R(&-O;G1I;G5O=7,@;W!E&%M<&QE+"!T;R!E;7!T>2!A(&9L=6ED(&-O;&QE M8W1I;VX@8V]N=&%I;F5R(&]R(&]T:&5R=VES92!D:7-P;W-E(&]F('1H92!C M;VQL96-T960@9FQU:60N/"]D:78^(#QF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D2`T+"`R,#$T+"!3:WEL:6YE($UE9&EC86P@26YC+B`H M=&AE("8C.#(R,#M#;VUP86YY)B,X,C(Q.RD@96YT97)E9"!I;G1O(&$@4V5C M=7)I=&EE#L@34%21TE..B`P<'0[ M(%!!1$1)3D2!T;R!R96=I M6EN9R!3:&%R97,F(S@R,C$[*2!A;F0@=&AE($-O;6UO;B!3=&]C M:R!U;F1E2!I&-H86YG92!#;VUM:7-S:6]N('=I=&AI M;B`Y,"!D87ES(&]F('1H92!C;&]S:6YG(&]F('1H92!O9F9E7,@:6X@=&AE(&5V96YT(&]F('-U8V@@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D2!T:&4@ M87!P;&EC86)L92!H;VQD97(L('=I=&@@=&AE('!E'1E;G0@=&AA="!T:&4@4')E9F5R&-E961I;F<@ M=&AE($)E;F5F:6-I86P@3W=N97)S:&EP($QI;6ET871I;VXN(%1H92!02!O2`H82`F(S@R,C`[3&EQ M=6ED871I;VXF(S@R,C$[*2P@869T97(@=&AE('-A=&ES9F%C=&EO;B!I;B!F M=6QL(&]F('1H92!D96)T2!A;F0@=&AE('!A>6UE M;G0@;V8@86YY(&QI<75I9&%T:6]N('!R969E6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D&5R8VES86)L92!O M;B!A;GD@9&%Y(&]N(&]R(&%F=&5R('1H92!D871E(&]F(&ES65A2!O9B!T:&4@0VQO M2!T:&4@0V]M<&%N>2D@9F]R(&%T(&QE87-T(#4P M,"!35%)%04U705DF(S$W-#L@075T;VUA=&5D(%-U6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5R8VES92P@=&AE($-O;7!A;GD@ M8V]M;65N8V5D(&%N(&EN=&5R;F%L(&EN=F5S=&EG871I;VX@2!O9B!T:&4@ M6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF M:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT M9#X\+W1D/CPO='(^/"]T86)L93X\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO M6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE M#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B M;VQD(#$P<'0O,3)P="!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE2!W87,@9F]R;65D($%P'0^)SQD:78@#L@34%21TE..B`P<'0[ M(%!!1$1)3D3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB M.3E?8F8Y9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N M/CPO6QE M/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O M,3)P="!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!H M87,@86X@97%U:71Y(&EN8V5N=&EV92!P;&%N+"!W:&EC:"!A;&QO=W,@:7-S M=6%N8V4@;V8@:6YC96YT:79E(&%N9"!N;VXM<75A;&EF:65D('-T;V-K(&]P M=&EO;G,@=&\@96UP;&]Y965S+"!D:7)E8W1O&5R8VES92!P2!T:&4@0F]A2!T:&4@0F]A65A#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE2`T+"`R,#$T+"`H=&AE("8C.#(R,#M#;&]S M:6YG($1A=&4F(S@R,C$[*2!W92!R86ES960@)#(L,#4U+#`P,"!I;B!G7,@;V8@=&AE($-L;W-I;F#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6EN9R!T:&4@5V%R7,@;V8@=&AE($-L;W-I;F<@1&%T92`H87,@97AT M96YD960@8GD@7,@:6X@=&AE(&5V96YT(&]F('-U8V@@2`R,RP@,C`Q-"`H;W(@,3(P M(&-A;&5N9&%R(&1A>7,@9G)O;2!*=6QY(#(S+"`R,#$T(&EF('1H92!R96=I M2!A9G1E2!I2!T:&4@4T5#('1H870@=&AE(%)E9VES=')A=&EO;B!3=&%T M96UE;G0@=VEL;"!N;W0@8F4@#L@34%21TE..B`P<'0[(%!!1$1) M3D2!D:79I9&EN9R!T:&4@2!T:&4@8V]N=F5R2!I&-L=61E9"!U;F1E&ES=&EN M9R!C;VYV97)S:6]N('!R:6-E(&9O&ES=&EN9R!C;VYV97)S:6]N('!R:6-E('-H86QL(&)E(')E M9'5C960@=&\@=&AE($YE=R!)2!A9G1E2!T;R!T:&4@97AT96YT('1H870@=&AE(%!R969E M2!L:7%U:61A=&EO;BP@9&ES2P@=VAE=&AE2!L:7%U:61A=&EO;B!P2!J=6YI;W(@#L@34%21TE..B`P<'0[ M(%!!1$1)3D&5R8VES:6YG(&$@5V%R&5R8VES92P@=&AE(&AO;&1E2!787)R86YT(&AA2!E>&5R8VES960@<')I;W(@=&\@=&AE(&9I#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!I=&%L:6,@,3!P="\Q,G!T M(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!H87,@861O<'1E9"!!4T,@-S$X("8C,34Q.R!#;VUP96YS871I;VX@ M)B,Q-3$[(%-T;V-K($-O;7!E;G-A=&EO;B`H)B,X,C(P.T%30R`W,3@F(S@R M,C$[*2X@56YD97(@05-#(##L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!U2!B92!F;W)F96ET960@8F5F;W)E(&-O;7!L971I;F<@=F5S=&EN9R!R M97%U:7)E;65N=',L('1H92!E>'!E8W1E9"!D:79I9&5N9"!R871E(&%N9"!T M:&4@2!U#L@34%21TE..B`P<'0[(%!! M1$1)3D&5R8VES97,@:6X@:71S(&AI2!A M;F0@97-T:6UA=&5D(&QI9F4@86YD('1H92!F=71U2=S(&5S=&EM M871E65A&-H M86YG97,@86YD(#$P(&UI9"UR86YG92!M961I8V%L(&-O;7!A;FEE2!E#L@ M34%21TE..B`P<'0[(%!!1$1)3D2!A;'-O('5S97,@=&AE($)L M86-K+5-C:&]L97,@;W!T:6]N+7!R:6-I;F<@;6]D96P@=&\@=F%L=64@;W!T M:6]N2!B92!F;W)F96ET960@8F5F;W)E(&-O;7!L M971I;F<@=F5S=&EN9R!R97%U:7)E;65N=',L('1H92!E>'!E8W1E9"!D:79I M9&5N9"!R871E(&%N9"!T:&4@#L@34%21TE. M.B`P<'0[(%!!1$1)3D2=S(&5Q M=6ET>2UB87-E9"!C;VYS=6QT:6YG(&%N9"!I;G1E'!E;G-E(&-O M=6QD(&)E(&UA=&5R:6%L;'D@9&EF9F5R96YT(&EN('1H92!F=71U#L@34%21TE..B`P<'0[(%!!1$1)3D2!A;F0@97-T:6UA=&5D('1E M#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE65A65A M&5R8VES92!P#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!C;VUP;&5T960@=&AE('!R:79A M=&4@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!I2!I#L@34%21TE..B`P<'0[(%!! M1$1)3D2!C;VYV97)T960@9F]U#L@34%21TE..B`P<'0[(%!!1$1)3D65A&5R8VES92!P#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE28C.#(Q-SMS(&-O;6UO;B!S=&]C:R!T;R!A;65N9"!T:&4@ M97AE&5R8VES92!P#L@34%21TE..B`P<'0[(%!! M1$1)3D&5R8VES92!T:&4@=V%R&5R8VES92!P&5R8VES97,@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$58 M5"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ M(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[(%!!1$1) M3D&5R8VES960@=V%R6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!I2!T:&4@0V]M M<&%N>2!I#L@34%21TE..B`P<'0[(%!!1$1)3DBX@5&AE('=A'1E;F1E9"!I;B!$96-E;6)E2`R,#$T+CPO9&EV/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!I&5R M8VES92!O9B!T:&4@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!I#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE. M.B`P<'0[(%!!1$1)3D2!U2!A;F0@97-T:6UA=&5D('1E65A#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[ M(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D6QE/3-$)T)/4D1%4BU" M3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1% M4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@.'!T M.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R M;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0W/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E=A6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($Q) M3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@.'!T.R!615)424-!3"U! M3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@ M;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D%V97)A9V4@17AE6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@&5R8VES92!06QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#$R M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXP+C`Y/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C,U+#$S,BPQ,S8\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\ M=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DES6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$W+#DX-BPQ-3<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXR-2PW,SDL-C@R/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C`N,3(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@Q M+#$U.2PY.34\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M,C0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X97)C:7-E9#PO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@U-C`L,S,P/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U14 M3TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`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`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C`N,#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C$T M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,3$\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,C<\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@T.34L-S8X/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ M(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/BDF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=# M3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C,T/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[ M(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B@T+#$W,2PW,S,\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`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`T/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P M="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXP+C$P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,P M+#,X-2PP-S<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,34\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M#L@34%21TE..B`P<'0[(%!!1$1)3DF5D(&9O2!H87,@)#(U M.2PS.3@@;V8@=6YR96-O9VYI>F5D(&-O;7!E;G-A=&EO;B!E>'!E;G-E(')E M;&%T960@=&\@;F]N+79E&EM871E;'D@,3@@;6]N=&AS+CPO9&EV/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3DF5S('1H92!S=&%T=7,@;V8@;W!T:6]N#L@34%21TE..B`M,C!P="`P<'0@,'!T.R!0041$24Y' M+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/E)A;F=E(&]F($5X97)C:7-E(%!R:6-E6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X] M,T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E-H M87)E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-) M6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/E=E:6=H=&5D($%V97)A9V4@4F5M86EN:6YG($QI9F4\ M+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]P M=&EO;G,Z/&)R+SX@/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXD,"XP,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4U,"PP,#`\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$P+#`P,#PO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXX+C

    6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`W M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXY+C$R/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXX+C6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M+W1R/B`\='(@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`W.3PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$L-S0P+#4P.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXX+C6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\ M='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXY+#,P,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$ M)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXD,"XP.#@\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXT M,#`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXD,"XQ,S(U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXY+C`T/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXY+C`T/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=# M3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ+#$Q,"PP,#`\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H M:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ-SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\ M=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$X-3PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$V,BPQ-C(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XR,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C(U,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B0P+C(S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-CD\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXR-3`L,#`P/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-C4\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD M,"XR-SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,W,"PS-S,\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H M:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XR.3PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$P,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\ M=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C,Q.#PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/CDT+#,S.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXY+C(V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C,S/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN,C0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@ M4$%$1$E.1RU,1494.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XS-#$U M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET M92`Q<'0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,S+#(P,RPU,#0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD M,"XP,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,P+#`P,#PO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXQ+C0T/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`N,#<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXW+#6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@ M6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$R/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXS+C4X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0P+C$U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXS+C4R M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ+C,X/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXS+CDW/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,N.3(\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXX-RPU,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\ M=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C(U/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXP+C(W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C(W/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXS+C(Q M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C0N-S8\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C`N,#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED M.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,P+#,X-2PP-S<\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]2 M1$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E' M3CH@8V5N=&5R)SX@/"]D:78^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3DF5D('-H87)E6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3DF5D('-H87)E6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3DF5D M(&9O6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3DF5D('-H87)E28C.#(Q-SMS(#(P,3(@4W1O8VL@26YC96YT:79E(%!L86X@=&\@:6YC M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@34%2 M1TE..B`P<'0[(%!!1$1)3D6QE/3-$)T9/3E0M1D%-24Q9.B`G M5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)TQ)3D4M2$5)1TA4.B`Q,G!T.R!415A4+4E.1$5.5#H@,35P=#L@ M34%21TE..B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)TQ)3D4M2$5)1TA4.B`Q,G!T.R!415A4+4E.1$5.5#H@,35P=#L@ M34%21TE..B`P:6X@,&EN(#!P="<^("8C,38P.SPO:#4^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[ M($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!" M04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ M("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494 M.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/ M3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY06QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!!1$1) M3D6QE M/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@ M4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$ M15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1) M3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$U/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@ M(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@ M,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$ M24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU2 M24=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@(V0T M9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@,W!T M)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y' M+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=( M5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@(V0T9#!C M.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@,W!T)R!V M86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$ M)T9/3E0M4TE:13H@,3!P="<^+C`Q/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU" M3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y' M+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!!1$1)3D6QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0 M.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]2 M1$52+4)/5%1/33H@(V0T9#!C.#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!! M1$1)3D6QE/3-$)T)/4D1% M4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$ M24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU2 M24=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C M9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE M/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@ M4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52 M+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y' M+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$ M1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/ M4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/ M4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@ M(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@ M,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C`V-2`F(S$U,#L@+C,T,34\+V9O M;G0^/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[($)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@ M4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52 M+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y' M+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/"]T6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!! M1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%21TE. M.B`P:6X@,&EN(#!P="<@86QI9VX],T1R:6=H=#X\9F]N="!S='EL93TS1"=& M3TY4+5-)6D4Z(#$P<'0G/BXQ-2`F(S$U,#L@+C(U/"]F;VYT/CPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^5&]T86P\+V9O M;G0^/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`R+C(U<'0@9&]U8FQE.R!"3U)$15(M3$5&5#H@(V0T9#!C.#L@4$%$ M1$E.1RU"3U143TTZ(#-P=#L@4$%$1$E.1RU,1494.B`P:6X[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#(N M,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@ M,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@(V0T9#!C.#L@ M0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@,W!T)R!V86QI M9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@ M(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@ M,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M5T5)1TA4.B!N M;W)M86PG/E=A6QE M/3-$)V-L96%R.F)O=&@[1D].5"U325I%.B`Q,'!T)R!B;W)D97(],T0P(&-E M;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^(#QT6QE M/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T M6QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ M("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P M8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY996%R/"]F;VYT/CPO8CX\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P M8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T M.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY3:&%R97,\+V9O;G0^/"]B M/CPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[34%21TE..B`P:6X@,&EN(#!P="<@86QI9VX],T1C96YT97(^/&(^ M/&9O;G0@6QE/3-$)T9/3E0M4TE: M13H@,3!P="<^,C`P.#PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$ M1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@,&EN M(#!P="<^/&9O;G0@6QE/3-$)T9/ M3E0M4TE:13H@,3!P="<^,S0R+#`R.3PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@ M(V0T9#!C.#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P M:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1% M4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y' M+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C M8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D M-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)#PO9F]N=#X\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/ M4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$ M24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$ M.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z M("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%2 M1TE..B`P:6X@,&EN(#!P="<@86QI9VX],T1C96YT97(^/&9O;G0@6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@(V0T9#!C.#L@0D]21$52 M+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P M="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE: M13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,C`Q,3PO9F]N=#X\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/ M4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$ M24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$ M.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z M("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P M="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,BPT-3@L,S,S/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU, M1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q% M1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E M969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P M8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q M-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%2 M1TE..B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C`W-28C,38P.R8C,34P.R8C M,38P.RXR-3PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@(V0T9#!C.#L@0D]21$52 M+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U14 M3TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%21TE. M.B`P:6X@,&EN(#!P="<^/&9O;G0@6QE M/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P M8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T M.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+ M1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5)) M1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T M;VT^(#QD:78@6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$ M1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/ M4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/ M4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I M;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]2 M1$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$ M24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$U)B,Q-C`[)B,Q M-3`[)B,Q-C`[+C(P/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y' M+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[ M($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0 M041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/ M54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE' M2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P M:6X@,&EN(#!P="<@86QI9VX],T1R:6=H=#X\9F]N="!S='EL93TS1"=&3TY4 M+5-)6D4Z(#$P<'0G/C(P+#`V."PT-3(\+V9O;G0^/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ M("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN M.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!" M3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P M8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T M.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+ M1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,C`Q-#PO9F]N M=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$ M)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T9/ M3E0M4TE:13H@,3!P="<^,BPQ,S,L.#$R/"]F;VYT/CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z M("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%2 M1TE..B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$V-28C,38P.R8C M,34P.R8C,38P.RXS,C4\+V9O;G0^/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#%P M="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q M-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!W:&ET92`R+C(U<'0@9&]U8FQE.R!"3U)$15(M M3$5&5#H@(V0T9#!C.#L@4$%$1$E.1RU"3U143TTZ(#-P=#L@4$%$1$E.1RU, M1494.B`Q,'!T.R!0041$24Y'+5))1TA4.B`P:6X[($)!0TM'4D]53D0Z("-C M8V5E9F8[($)/4D1%4BU43U`Z("-D-&0P8S@[($)/4D1%4BU224=(5#H@(V0T M9#!C.#L@4$%$1$E.1RU43U`Z(#-P="<@=F%L:6=N/3-$8F]T=&]M/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@,&EN(#!P="<^/&9O M;G0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#(N M,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@ M,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X M.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$ M)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@,&EN M(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,S`L,S@U+#`W-SPO9F]N=#X\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,BXR-7!T(&1O=6)L93L@0D]21$52+4Q% M1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#(N,C5P="!D;W5B;&4[ M($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0 M041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/ M54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE' M2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)#PO9F]N=#X\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y' M+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=( M5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D M,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA M>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^ M/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1) M3D65A6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!U28C.#(Q-SMS/"]F M;VYT/B!C;VUM;VX@2P@=&AE(')E;&%T960@97AP96YS92!R96-O9VYI>F5D+B!4 M:&4@87-S=6UP=&EO;G,@=&AE($-O;7!A;GD@=7-E6QE/3-$)T9/3E0M1D%-24Q9.B`G M5&EM97,@3F5W(%)O;6%N)RPG'!E;G-E(&-O M=6QD(&)E(&UA=&5R:6%L;'D@9&EF9F5R96YT(&EN('1H92!F=71U6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM M97,@3F5W(%)O;6%N)RPG2P@86YD('1H92!#;VUP86YY M(&AA'!E2!I2!S:6=N:69I8V%N=&QY(&9R;VT@ M=&AE(#QF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O M;6%N)RPG65A&-H86YG97,@86YD(#$P(&UI9"UR86YG92!M961I8V%L M(&-O;7!A;FEE2!E#L@34%21TE..B`P<'0[(%!!1$1)3D2!A M;'-O('5S97,@=&AE($)L86-K+5-C:&]L97,@;W!T:6]N+7!R:6-I;F<@;6]D M96P@=&\@=F%L=64@;W!T:6]N6QE/3-$)T9/3E0M1D%-24Q9.B`G M5&EM97,@3F5W(%)O;6%N)RPG'!E8W1E9"!T97)M+"!T:&4@;G5M8F5R(&]F(&]P=&EO;G,@86YD M('=A2P@=&AE(')E;&%T960@97AP96YS92!R96-O9VYI>F5D M+CPO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D'!E28C.#(Q M-SMS/"]F;VYT/B!E<75I='DM8F%S960@8V]N#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!I=&%L:6,@,3!P="\Q M,G!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!D971E'!E;G-E9"!O=F5R('1H92!P97)I;V0@;V8@2!F;W(@87=A2!F:6YA;F-I;F<@87)E M(&EN8VQU9&5D(&EN('-T;V-K:&]L9&5R#L@34%21TE..B`P<'0[(%!!1$1)3D65A#L@34%21TE..B`P<'0[(%!! M1$1)3D2!D971EF5D M(&%S(&%D9&ET:6]N86P@:6YT97)E6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!A;'-O(&ES2!D971E MF5D(&%S(&%D9&ET:6]N86P@:6YT97)E6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!I#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE2!A;F0@97-T:6UA=&5D('1E#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!I#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D2`R,#$S+"!I;B!C;VYN96-T M:6]N('=I=&@@82!P2!I2!N;W1E65A6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D&5R8VES92!P#L@34%21TE..B`P<'0[(%!!1$1)3D&5R8VES:6YG(&]P=&EO;G,[ M('1H92!#;VUP86YY(&ES#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE MB!W:&\@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE2!N;W1E65A2!A;F0@2G5N92`R,#$T+B!);B!A9&1I=&EO;BP@=V4@:7-S=65D M('1O('1H92!P;&%C96UE;G0@86=E;G0@9F]R('1H97-E('-A;&5S(&9I=F4@ M>65A6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D2!E;G1E&5R8VES92!P&5R8VES97,@2P@86YD M('1H92!I&5R8VES92!P#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M&5R8VES92!P#L@34%21TE..B`P<'0[(%!!1$1)3D2!A;F0@97-T:6UA=&5D('1E65A6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$9F]N="US='EL93IN;W)M86P^*#$I/"]S=7`^/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/E=A6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([($9/3E0M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!C96YT97([($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D%V M97)A9V4\8G(O/B!%>&5R8VES928C,38P.U!R:6-E/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([($9/3E0M4U193$4Z(&YO M6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!C96YT97([($9/3E0M4U193$4Z(&YO M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/D%V97)A9V4\8G(O/B!%>&5R8VES928C,38P.U!R:6-E M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[ M(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$W+#DU-CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[ M(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$N-C<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C(P+#DU,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C(N-C(\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0041$24Y'+5)) M1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$N-C<\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D]. M5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.R!"04-+1U)/54Y$.B`C8V-E969F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U3 M25I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@;6ED9&QE.R!&3TY4+5=%24=( M5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D]. M5"U35%E,13H@;F]R;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X M('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[ M($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/ M3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F M9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$N,C4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P M,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=2 M3U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T M.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#`W/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-4 M64Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^ M(#QD:78@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!! M1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/ M4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$N-C<\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!& M3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@ M0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$R,2PR-S@\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!! M1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/ M4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$N,#0\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!& M3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@ M0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5. M1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1) M3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE: M13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@'!I6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!4 M15A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0041$24Y' M+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,N M-S8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1) M3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE: M13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@ M(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$L,CDQ+#$W-#PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-4 M64Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DES M6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T M.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F M9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P M,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=2 M3U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L M969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#`Y/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]2 M1$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,C<\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C M965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1) M3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE: M13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(#0P,"<^(#QD:78@'!I6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@R,#6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N-#,\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$N-C<\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@"!S M;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L M969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#$P/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]2 M1$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,3D\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C M965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$P+#8W,"PY,C4\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N M;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P M,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M-#0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%# M2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@ M,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C$X+#(R,BPR-#,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\ M='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q% M.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X<&ER M960\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B@R+#`Q,"PY,36QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C M965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@&5R8VES960\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED M.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F M.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U! M3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXH,3`P+#`P,"D\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@ M;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/ M54Y$.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T M.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@ M;F]R;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C`N,#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/ M4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F M9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-! M3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F M9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-! M3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C4L-SDW+#8Q,3PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E' M2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[ M(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/ M3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`N,34\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M,3$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X97)C:7-E9#PO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@T,3(L.38S*3PO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T], M3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/ M3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@W,2PX,C8I/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q% M.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-4 M64Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]U M='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#$R/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI M9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/DES6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$W+#DX-BPQ-3<\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5. M1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C`N,3(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,C0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T M.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/D5X97)C:7-E9#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B@U-C`L,S,P*3PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X M('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[ M($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/ M3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(#0P,"<^(#QD:78@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B@Q-RPY,#$L,3(W*3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/ M3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA M;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E' M2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,W!X(&1O=6)L93L@ M5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C8V-E969F.R!# M3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E' M3CH@;6ED9&QE.R!"3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9#L@1D]. M5"U714E'2%0Z(#0P,"<^(#QD:78@"!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C M965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C(X+#DR.2PS.3@\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!D M;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,W!X(&1O=6)L93L@5$585"U!3$E'3CH@ M"!S M;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,W!X(&1O=6)L M93L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C8V-E969F M.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U! M3$E'3CH@;6ED9&QE.R!"3U)$15(M5$]0.B`C,#`P,#`P(#%P>"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@"!D;W5B;&4[(%1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C,T+#8T,RPX,CD\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,W!X(&1O=6)L93L@5$585"U!3$E' M3CH@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U=)1%1(.B`Q<'@G/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0G/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D%D:G5S=&5D(&9O6QE/3-$)T9/3E0M1D%-24Q9 M.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE2!V97-T960@86YD(&-U2!E>&5R8VES86)L92!W:71H(&$@=V5I9VAT960@879E&5R M8VES92!P2!V97-T960@86YD(&5X97)C M:7-A8FQE+B!3=&]C:RUB87-E9"!C;VUP96YS871I;VX@2!H87,@)#$V-BPY,#4@;V8@=6YR M96-O9VYI>F5D(&-O;7!E;G-A=&EO;B!E>'!E;G-E(')E;&%T960@=&\@;F]N M+79E#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@34%21TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0 M041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E)A;F=E(&]F($5X97)C:7-E(%!R:6-E M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z M(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O M;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/E-H87)E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R M;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E=E:6=H=&5D/&)R+SX@079E6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U M-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]P=&EO;G,Z/&)R M+SX@/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXD,"XP,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4U,"PP,#`\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,R-2PQ.#<\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!! M1$1)3D'0M8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XP M-C4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=# M3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ,"PP,#`\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R M,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P M+C`W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXY+C0T/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`W-3PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C$T+#0P,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L M,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`W M.3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$L-S0P+#4P.#PO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXY+C(R/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`X/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C@N-C,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XX.#PO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C0P,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@ M/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ,S(U/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXY+C4T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\ M='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXR-#(L.#4W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/CDN-30\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXV-S8L-C8V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ-SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/C4L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/CDN,S8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXS-S`L M,S6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$P+C`P/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1% M6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ M,#`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S<\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S4\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXD,"XS,SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$P,"PP,#`\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXD,"XS-#$U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S4\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)U1%6%0M24Y$14Y4 M.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXD,"XS-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C,W/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C4X-3PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/CDU+#6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M-#0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V M,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(X+#DR.2PS.3@\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E=A6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!! M1$1)3D'0M8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XP M,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(P,"PP,#`\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E M)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XP-S4\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXR+#8V-BPV-C<\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X M+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`X/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C0N,C`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`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U M-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$R/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXT+CDP/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$U/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXS+CDX/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXQ-3`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/C`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`\+W1D/B`\=&0@6QE M/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@ M6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$X/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXR+C@S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0P+C$Y.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$L M-S6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXT+C0Q M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXQ+#(S-RPU,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1% M6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXD,"XR-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,W-2PP M,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0P+C0V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,S`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C`N-3`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED M.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,T+#8T M,RPX,CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/&9O;G0@6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ% M05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/B8C,38P.SPO9&EV/B`\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@)U1I;65S($YE=R!2;VUA;B#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'!I6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D28C.#(Q-SMS/"]F;VYT/B!A M9W)E96UE;G0@=VET:"!I;G9E&EM=6T@;G5M8F5R(&]F('-H87)E6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O M;6%N)RPG#L@ M34%21TE..B`P<'0[(%!!1$1)3DF5D(&YU;6)E2!D:79I9&5D(&)Y(#$N,S,Q-S<@ M=&\@87)R:79E(&%T(#$Q+#DW,"PY.30@28C.#(Q-SMS/"]F;VYT/B!C;VUM;VX@2!T:&4@0V]M<&%N>28C.#(Q-SMS('-H87)E:&]L9&5R#L@34%21TE..B`P<'0[(%!!1$1) M3DF5D('-H87)E#L@34%21TE..B`P<'0[(%!!1$1)3D2`Q-2P@,C`Q,RX\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3DF5D(&9O2!T:&4@ M0V]M<&%N>3PO:#(^(#QD:78@#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W M(%)O;6%N)RPG#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE. M.B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE M6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,S4\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$ M)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$P/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN M,34\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,#6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$58 M5"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`Q,'!T.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXR,#$S/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P M="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXR."PY,CDL,SDX/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXN,#$F(S$V,#LF(S$U,#LF(S$V,#LN-3@U/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU" M3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P M<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O M;'-P86X],T0S/B`\9&EV/E-H87)E6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X] M,T0S/B`\9&EV/E!R:6-E/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#`X/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXX,RPR,#<\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXX+#4Y-RPV.3`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$R/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`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`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS-"PV-#,L.#(Y/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU" M3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXN,#$F(S$V,#LF(S$U,#LF(S$V,#LW-CD\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[3$E.12U(14E'2%0Z(#$R<'0[ M(%1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!I;B`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`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE#L@34%21TE..B`M,C!P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU M;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N M;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE M.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M M4TE:13H@.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=( M5#H@8F]L9"<^(#QD:78^)B,Q-C`[)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!, M24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S M/B`\9&EV/C(P,3,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=CY.970@;&]S6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXH,RPS-3(L.30Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR,C(L M-C(P+#DQ,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ M,C$L,C8W+#4P,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXR,C$L.3(R+#,U,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXQ,3$L,#0U+#4U,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CY%9F9E8W0@;V8@9&EL=71E9"!S=&]C:R!O<'1I;VYS(&%N9"!W87)R M86YT6QE.FYO6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`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`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q M<'0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,"XP,3PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T M(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[ M(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXH,"XP,SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@ M8V5N=&5R)SX@/"]D:78^(#QD:78@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`R,'!X)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXH,2D\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0G/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E1H92!N=6UB97(@;V8@'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@34%21TE..B`P<'0[(%!! M1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y' M+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(')O=W-P86X] M,T0R(&-O;'-P86X],T0S/B`\9&EV/D9R;VT\8G(O/B!!<')I;"`R,RP@,C`P M,CQB6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X] M,T0S/B`\9&EV/C(P,3,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH M.2PT,#8L,S`T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@ M/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY$96YO M;6EN871O6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=CY796EG:'1E9"!A=F5R86=E(&-O;6UO;B!S:&%R97,\ M8G(O/B!O=71S=&%N9&EN9RUB87-I8SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D M('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY%9F9E8W0@ M;V8@9&EL=71I=F4@6QE/3-$9F]N="US='EL93IN;W)M86P^*#$I/"]S=7`^/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U M,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`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`P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P M="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O M=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXH,2XU,3PO9&EV/B`\+W1D/B`\=&0@#L@34%21TE..B`P<'0[(%!!1$1) M3D"<^(#QD:78@"<^(#QD:78@&5R8VES92!O9B!S=6-H(&]P=&EO;G,@86YD('=A3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED M83%A-CED96,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D M-F5?9#DU,E\T.30Q7SEB.3E?8F8Y9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R"!$:7-C M;&]S=7)E(%M!8G-T'0@ M0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S M='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE"!C;VYS97%U96YC97,@9&5F97)R960@=&\@9G5T=7)E('!E2!D:69F97)E;F-E#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE&5S M(&ES(&%P<')O<')I871E+CPO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D2!E>'!EF4@=&AE($-O;7!A;GDF(S@R,3<[2!M=6QT:7!L>6EN9R!T:&4@9F5D97)A;"!L;VYG+71E M6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&EM871E;'D@ M)#$V+C`@;6EL;&EO;B!O9B!G'!E8W1E9"!T;R!B92!A=F%I;&%B;&4@9F]R('5S92!I;B`R,#$U M+"!S=6)J96-T('1O('1H92!396-T:6]N(#,X,B!L:6UI=&%T:6]N(&1E&EM871E;'D@)#$W+C$@;6EL;&EO;B!O9B!G'!I65A28C.#(Q-SMS(&YE="!D M969E2X\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T)/4D1% M4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@8V]L6QE/3-$)T)/4D1%4BU" M3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@8V]L6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@&5S/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E M'0^)SQD:78@ M6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5S(&-O;G-I6EN9R!A;6]U;G1S(&]F(&5X:7-T:6YG(&%S&%B;&4@:6YC;VUE(&EN('1H92!Y96%R6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D"!P6EN9R!S=&%T96UE;G1S(&]F(&]P97)A M=&EO;G,@9'5E('1O('1H92!C=6UU;&%T:79E(&]P97)A=&EN9R!L;W-S97,@ M=&AA="!I;F1I8V%T92!A(#$P,"4@=F%L=6%T:6]N(&%L;&]W86YC92!F;W(@ M=&AE(&1E9F5R"!A#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D&5D.R<@8V5L;'-P86-I;F<],T0P M(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQD:78@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@.'!T.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L M.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q M+#QB6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,#`L,#`P/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1% M6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@ M2`R,#$S/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=CY.;W1E('!A>6%B;&4@:7-S=65D(&]N($1E8V5M8F5R(#(S+"`R,#$P+"!W M:71H(&EN=&5R97-T(&%T(#$P)2P@;6%T=7)E9"!$96-E;6)E6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ-BPX,#`\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXS,BPP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=CY.;W1E('!A>6%B;&4@:7-S=65D($IA;G5A6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=CY/;B!.;W9E;6)E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXQ,C(L-S6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY,97-S(&%M;W5N="!D M=64@=VET:&EN(&]N92!Y96%R/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY,;VYG+51E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N M)RPG#L@34%21TE..B`P<'0[ M(%!!1$1)3D6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ M(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E. M1RU,1494.B`T<'@[(%!!1$1)3D65A65A2!I9B!T:&5R92!I6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D]. M5#H@,3!P="!4:6UE#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3DF5D('-C:&5D=6QE(&]F(&%D:G5S=&UE;G1S M('1H870@=VEL;"!B92!D=64@=&\@=&AE(&QA;F1L;W)D+B!4:&4@;&5A'!I2X@4F5N="!E>'!E;G-E('=A"!M;VYT:',@96YD960@2G5N92`S,"P@,C`Q M,R!R97-P96-T:79E;'DN/"]D:78^(#QD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0G(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXS-RPP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR M,#$V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CXR,#$W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO M9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L M:6=N/3-$8V5N=&5R/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM M97,@3F5W(%)O;6%N)RPG6QE/3-$)W=I M9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$ M,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\ M6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!L96%S97,@:71S('!R:6YC:7!A;"!O9F9I8V4@=6YD M97(@82!L96%S92!T:&%T(&-A;B!B92!C86YC96QL960@869T97(@=&AR964@ M>65A7,@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0G(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS-BPP,#`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$U M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H M:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=CXR,#$V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B M;&4^(#PO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D M/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^)SQS<&%N M/CPO'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#XG/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z M(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!T:&4@0V]M<&%N>2!C;VYT86EN(&$@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2`Q+"`R,#`Y('9A;'5A=&EO;B!W87,@ M8V]M<'5T960@=7-I;F<@=&AE($)L86-K+5-C:&]L97,@=F%L=6%T:6]N(&UO M9&5L(&)A65A'!E8W1E9"!T97)M+"!A;B!E M>'!E8W1E9"!V;VQA=&EL:71Y(&]F(#8S)2P@86X@97AE2`Q+"`R,#`Y('1H97-E M('=A2!A;F0@F5D(&EN(#(P,3`@<')I;6%R M:6QY(&1U92!T;R!A(')E9'5C=&EO;B!FF5D(&$@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G M(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY%>'!E8W1E9"!L:69E/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@65A6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!! M1$1)3D'0M8F]T=&]M M)SX@/&1I=CY%>'!E8W1E9"!V;VQA=&EL:71Y/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY!6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.R!&3TY4+49!34E,63I4:6UE6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE: M13H@.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@ M8F]L9"<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A% M24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SY686QU92!A=#QB6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y% M+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\ M9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SXR,#$Q($=A:6X\ M8G(O/B`H3&]S6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N M=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P M86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SY6 M86QU92!A=#QB6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-) M6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M M4TE:13H@-W!T)SXR,#$T($=A:6X\8G(O/B`H3&]S6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXT-SDL M.3$P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,SDP+#,V.#PO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXH.#@L,CDP/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH M,C$L.#4V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,2PT-CD\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CY787)R86YT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXQ+#8P-#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXH-"PV.#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U M,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY787)R86YT M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXH-S,X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXT,"PT.#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXW,30\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T M('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`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`U/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ+#`W,2PX-#<\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXH-2PU-S`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXS,2PS,S(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXS,"PW-#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P M=#L@4$%$1$E.1RU,1494.B`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@ M=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%# M13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q M<'0@6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T M('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!7 M2$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@ M=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%# M13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I M=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M("-C8V5E9F8G/B`\=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXW.3`L-3DV/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXH,S8Y+#8T,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ-"PY-#8\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/ M33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET M92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`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`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXQ,2PT-CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L M93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[0TQ%05(Z(&)O=&@G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@1D]. M5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=% M24=(5#H@;F]R;6%L.R!0041$24Y'+51/4#H@,W!T)R!C96QL6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z M(&)O=&@G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.R!&3TY4+49!34E,63I4:6UE'0^)SQD:78@#L@34%21TE..B`P<'0[(%!!1$1)3D6QE M/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG65A28C.#(Q-SMS)B,Q-C`[9FER2D@86YD('1H92!R M96QA=&5D(&%C8V]U;G1I;F<@9F]R('=A2`Q+"`R,#`Y+"!A M;F0@)#0W.2PY,3`@=V%S(&)O;VME9"!A2X@5&AE('=A M2!O M9B`V,R4L(&%N(&5X97)C:7-E('!R:6-E(&]F("0N-#8@<&5R('-H87)E+"!A M('-T;V-K('!R:6-E(&]F("0N,S4L(&$@>F5R;R!D:79I9&5N9"!R871E(&%N M9"!A(#$N,S2!W87,@;6%D92!T;R!R961U8V4@<&%I9"UI;B!C87!I=&%L M(&%N9"!I;F-R96%S92!T:&4@;&EA8FEL:71Y(&9O2!D=64@=&\@82!R961U8W1I M;VX@9G)O;2`D+C4P('1O("0N,C(@<&5R('-H87)E(&EN('1H92!U;F1E2!R96%L:7IE9"!A;B!I;F-R M96%S92!I;B!T:&4@;&EA8FEL:71Y(&9O&ES=&EN9R!W87)R86YT2!D=64@=&\@=&AE(&5X=&5N&5R M8VES960N/"]D:78^(#QD:78@#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE#L@34%21TE..B`P<'0[ M(%!!1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P M=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CY3=&]C:R!P6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@65A6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY%>'!E8W1E9"!V;VQA M=&EL:71Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=CY!6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$U,3LE/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N M)RPG#L@34%21TE..B`P<'0[ M(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/B8C,38P.SPO M9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G(&%L:6=N/3-$8V5N=&5R M/B`\=&%B;&4@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G M(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@ M-W!T)SY!;FYU86P\8G(O/B!'86EN("A,;W-S*3PO9F]N=#X\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4 M+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E' M2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/ M3E0M4TE:13H@-W!T)SY686QU92!A=#QB6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!& M3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$ M)T9/3E0M4TE:13H@-W!T)SXR,#$Q/&)R+SX@1V%I;B`H3&]S6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@ M;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT M('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SY686QU92!A=#QB6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E2`Q+"`R,#`Y(&%D;W!T:6]N/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXX.2PW.38\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,3$L-C4R/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXQ,#`L,#4S/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ,2PU.3D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXR,"PX-#<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ-#6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U M,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=CY787)R86YT6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXS.2PW-#,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXV,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,2PU M-C(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXW,30\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E. M1RU,1494.B`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`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXW,#(L,C`U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ+#`W,2PX-#<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T M>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY787)R86YT6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR M-2PU-3,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXR-2PP,30\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH M-BPQ,C(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXV,S$\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]- M.B!W:&ET92`Q<'0@6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T M('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!7 M2$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXW.3`L-3DV/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU" M3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXH,S8Y+#8T,CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ M-"PY-#8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!4'0^ M)SQS<&%N/CPO'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I M=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2P@96YT97)E9"!I;G1O M(&%GBP@=&\@<&%Y($UR+B!'861B M87<@)#(U+#`P,"!A;F0@1'(N($UO2!R86ES:6YG("0S(&UI;&QI;VX@:6X@;F5W(&5Q=6ET>2X@37(N M($=A9&)A=R!R96-E:79E9"`R-SB!H879E(&)O=&@@2!P#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!I M=&%L:6,@,3!P="\Q,G!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E#L@34%21TE..B`P<'0[(%!!1$1)3D2`H)B,X,C(P.SQB/E-/2SPO8CXF(S@R,C$[*2P@ M<'5R6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@ M3F5W(%)O;6%N)RPG2!W M:71H('1H92!33TL@3F]T92P@=&AE(%-/2R!787)R86YT(&%N9"!T:&4@4T]+ M($-O;G9E2`R,BXR)2!O2P@=VAI8V@@87)E(&1E6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UEB!.;W1E+"!T:&4@4T]+($YO=&4@ M86YD(&-E#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE28C.#(Q-SMS(&]B M;&EG871I;VYS('5N9&5R('1H92!N;W1E(&%R92!S96-U2X@5&AE(%-/2R!0=7)C:&%S92!!9W)E96UE;G0@86YD('1H92!N;W1E M(&EN8VQU9&4@8W5S=&]M87)Y(&5V96YT#L@34%21TE..B`P<'0[(%!!1$1)3D2!R96-E:79E9"!A M;B!A9'9A;F-E(&]F("0X-"PV-3<@=6YD97(@=&AE(&YO=&4L(&EN8VQU9&EN M9R!A(&-A6UE M;G0@;V8@:6YT97)EF%T:6]N2!I2!B;VYU M2!I2!B;VYU7,@869T97(@ M4T]+(%!A2!D871E(&]F('1H92!N;W1E+"!I9B!T:&4@0V]M<&%N>2!O8G1A:6YS(&9I M;F%N8VEN9R!F2!O=&AE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E. M1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$ M14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3D2!A;&P@=&%N9VEB;&4@86YD(&EN=&%N9VEB M;&4@87-S971S(&]F('1H92!#;VUP86YY+B!4:&4@0V]M<&%N>2!H87,@<')E M=FEO=7-L>2!IB!A;B!E<75I='D@ M8F]N=7,@8V]NB!E9F9E8W1I=F4@:6X@ M07!R:6P@,C`Q,BP@=7!O;B!T:&4@;V-C=7)R96YC92!O9B!A;B!E=F5N="!O M9B!D969A=6QT(&]N('1H92!N;W1E+B!/;B!!=6=U#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE2!A;6]U;G0@<&%Y86)L92!U M;F1EB!O28C.#(Q-SMS($)O87)D(&]F($1I6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!O9B!T:&4@;V-C=7)R96YC92!O M9B!N=6UEB!.;W1E(&%N9"!T:&4@2&5R2!A;&P@87-S971S(&]F('1H92!#;VUP86YY+B!7:71H;W5T(&$@ M2!U<&]N('1H92!#;VUP86YY)B,X,C$W.W,@87-S971S M+"!I;F-L=61I;F<@<&%T96YT6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E. M1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$ M14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3D2!T:&5S92!P87)T:65S(&AA=F4@96YA M8FQE9"!T:&4@0V]M<&%N>2!T;R!A=F]I9"!I;G-O;'9E;F-Y+B!3:6YC92!T M:&4@2!H860@:7-S=65D(&EN(&5X8V5S#L@34%21TE..B`P<'0[(%!! M1$1)3DB!A9W)E960@=&\@9F]R8F5A28C.#(Q-SMS(&%S M2!I2!C97)T86EN(&-O;7!E;G-A=&EO;B!T;R!$B!C;&%R:69I960@86YD('=A:79E9"!C M97)T86EN(&]F(&AI6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D28C.#(Q-SMS(&-O;6UO;B!S=&]C:RP@8V]N2!S:&%R97,F(S@R,C$[('5N9&5R('1H92!(97)S8VAK M;W=I='H@3F]T92!0=7)C:&%S92!!9W)E96UE;G0L('=E2!W;W5L9"!N;W0@<&%Y('1H92!I;F-R96%S960@#L@34%21TE..B`P<'0[ M(%!!1$1)3D'1E;F1E9"!T;R!$96-E;6)E MB!W:6QL(')E;&5A2!N;W1EB!.;W1E('=A M#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D2P@*&EI*2!R86ES:6YG(&)E='=E96X@)#(@;6EL;&EO;B!A;F0@ M)#0@;6EL;&EO;B!T:')O=6=H(&%N(&]F9F5R:6YG(&]F('1H92!S96-U2!C;VYC=7)R96YT('=I M=&@@;W(@2!W87,@86QS;R!R97%U:7)E9"!T;R!R M96EM8G5RB!A="!H:7,@86-T=6%L(&]U="UO M9BUP;V-K970@8V]S="!F;W(@'!E;G-E&EM=6T@;&EM:70@;V8@)#$P+#`P,"!F;W(@'!E M;G-E#L@34%21TE..B`P<'0[(%!!1$1)3DB!.;W1E(&%N9"!T:&4@4T]+ M($YO=&4@;VX@36%R8V@@-BP@,C`Q,RP@=&AE(&UI;&5S=&]N92!F965S('=E M#L@34%21TE..B`P<'0[ M(%!!1$1)3D28C.#(Q M-SMS(&]U='-T86YD:6YG(&-O;6UO;B!S=&]C:RP@9VEV:6YG('-U8V@@<&%R M=&EE#L@34%2 M1TE..B`P<'0[(%!!1$1)3D#L@34%21TE. M.B`P<'0[(%!!1$1)3D2`R M."P@,C`Q-"P@=VET:"`Q,"4@:6YT97)E2`R,#$T+"!T:&4@0V]M<&%N>2!R96-E:79E9"!A M;B!A9&1I=&EO;F%L("0R,"PP,#`@9G)O;2!33TL@4&%R=&YE&EM=6TN(%-H;W5L9"!T:&4@8V]M<&%N M>2!D969A=6QT(&]N('1H92!N;W1E('1H92!I;G1E2!Y M96%R+B!);B!&96)R=6%R>2`R,#$T+"!T:&4@0V]M<&%N>2!P86ED("0S,#4L M-3@Y+C`T('1O(%-/2R!087)T;F5R#L@34%21TE. M.B`P<'0[(%!!1$1)3D2`T+"`R,#$T(&%S(&1E'0^)SQD:78@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@;&5F M=#L@4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D2!A;F0@=&AE($-O;7!A;GD@;6%Y(&)E(&$@ M<&%R='D@<')I;W(@=&\@=&AE:7(@:6UP;&5M96YT871I;VXL('1O(&%S#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2P@96YT97)E9"!I;G1O(&%GBP@=&\@<&%Y($UR+B!'861B87<@)#(U M+#`P,"!A;F0@1'(N($UO2!R86ES:6YG("0S(&UI;&QI;VX@:6X@;F5W(&5Q=6ET>2X@37(N($=A9&)A M=R!R96-E:79E9"`R-SB!H879E(&)O=&@@2!P#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!I=&%L:6,@ M,3!P="\Q,G!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@;&5F M=#L@4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@;&5F=#L@4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D28C.#(Q-SMS($)O87)D(&]F($1I2!T:&4@9W)A;G0@;V8@ M82!S96-U2!I;G1E2!E=F5N=',@;V8@9&5F875L="!T:&%T(&EN8VQU9&4L(&%M M;VYG(&]T:&5R('1H:6YG6UE;G0@9&5F875L=',L(&-O=F5N M86YT(&1E9F%U;'1S+"!I;F%C8W5R86-Y(&]F(')E<')E#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE2!A="!A;B!I;FET:6%L(&-O;G9E MF%T:6]N M2`R,#$R('1H M92!#;VUP86YY(&ES#L@34%21TE..B`P<'0[(%!!1$1)3D2!33TL@4&%R=&YE#L@34%21TE..B`P<'0[ M(%!!1$1)3D2!S:6=N960@86X@06UE;F1E9"!A;F0@4F5S=&%T960@3F]T92!0=7)C:&%S M92!!9W)E96UE;G0L(&1A=&5D(&%S(&]F($1E8V5M8F5R(#(P+"`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`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6%B;&4@=6YD97(@=&AE($AEB!.;W1E(')E M;6%I;G,@;W5T2P@37(N($MO96YI M9W-B97)G97(@=V%S(&%P<&]I;G1E9"!T;R!T:&4@0F]A#L@34%21TE..B`P<'0[(%!! M1$1)3DB!.;W1E(%!UB!A2X@5VET:&]U="!A('-E='1L96UE;G0@28C.#(Q-SMS(&%S2X\+V1I=CX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D2!A;F0@071L86YT:6,@4&%R=&YE2!S M96-U2`Q-"P@,C`Q M,BP@979I9&5N8VEN9R!T:&4@<&%R=&EEB!.;W1E(%!U&-E#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!E;G1EBP@05!!(&%N9"!33TL@*'1H92`F(S@R,C`[1F]R M8F5A2!A;&P@;V8@=&AE($-O;7!A;GDF(S@R,3<[B!A;F0@4T]+(&%G'1E;F0@ M=&AE(&UA='5R:71Y(&]F('1H96ER(&YO=&5S('1O($1E8V5M8F5R(#,Q+"`R M,#$R.R`H:78I('1H92!#;VUP86YY(&%GB!U<&]N('1H92!A8VAI M979E;65N="!O9B!F:6YA;F-I86P@;6EL97-T;VYE2!R871E('5P;VX@9&5F875L="X\+V1I=CX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D&ES=&EN9R!D969A=6QT&5R8VES M:6YG(&%N>2!R:6=H=',@=VET:"!R97-P96-T('1O(&5V96YT2!I;G1E2!O MB!.;W1E.B`H82D@=&AA="!D;V5S(&YO="!C M;VYS=&ET=71E(&%N(&5X:7-T:6YG(&1E9F%U;'0@86YD("AB*2!O8V-U#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T M+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!A M8VMN;W=L961G960@=&AA="`W+C4@;6EL;&EO;B!S:&%R97,@;V8@=&AE($-O M;7!A;GDF(S@R,3<[B!.;W1E(%!U#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!A9W)E96UE;G0@869T97(@<&%Y;65N="!O9B!A;&P@8W5R M2!O2!A M;65N9&5D+"!T:&4@9'5E(&1A=&4@;V8@=&AE'1E M;F1E9"!T;R!!=6=U#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M'1E;F0@=&AE(&1U92!D871EBP@*&EI*2!IB!.;W1E(&%N9"!T:&4@4T]+ M($YO=&4L(')E2!W87,@8VAA;F=E9"!T;R`D,"XP,30@<&5R M('-H87)E(&9R;VT@)#`N,#8U('!E#L@34%21TE..B`P<'0[(%!!1$1)3D2!W;W5L M9"!H879E('1O(&)E(')E<75IB!T:&4@9F]L;&]W:6YG(&-O;7!E;G-A=&EO;CH@*$$I("0W-2PP M,#`@=7!O;B!C;VYS=6UM871I;F<@=&AE('-H96QL(&UE#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M6%B;&4@=&\@1'(N($AEB!I M;B!T:&4@979E;G0@=&AA="!T:&4@0V]M<&%N>2!C;VYS=6UM871EB!R96-E:79E9"`D M-S4L,#`P(&%F=&5R('1H92!#;VUP86YY('-U#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@;&5F=#L@4$%$1$E. M1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$ M14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3DB!A M;F0@8V5R=&%I;B!O9B!H:7,@87-S:6=N965S+B!4:&4@0V]M<&%N>2!I28C.#(Q-SMS(&%C M8V]U;G1S(')E8V5I=F%B;&4L('!A=&5N=',@86YD(&-E&EM871E;'D@)#$U-2PP,#`@:6X@<')I;F-I<&%L(&%M M;W5N="!O9B!S96-U6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@;&5F=#L@4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D2!R96-E:79E9"!A;B!A9&1I=&EO M;F%L("0S,#`L,#`P(&EN(&1E8G0@9FEN86YC:6YG(&9R;VT@4T]+(%!A2!Y96%R+B!$65A6UE;G0@;V8@=&AE(&=R:60@;F]T92P@:6YC;'5D:6YG(&EN=&5R97-T+CPO M9&EV/B`\+V1I=CX\=&%B;&4@8F]R9&5R/3-$,"!S='EL93TS1"=W:61T:#HQ M,#`E.R!T86)L92UL87EO=70Z9FEX960[)R!C96QL3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\U-&5B-60V95]D M.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB.3E?8F8Y9&$Q838Y M9&5C+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0@0FQO8VM=/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S='EL93TS1"=-05)' M24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE"!S86QA65E'0^)SQD:78@ M#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE"!S86QA M65E2!C;VYT M6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0@0FQO8VM=/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P M<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2`Q-RP@,C`Q-"P@4VMY;&EN92!-961I8V%L($EN8RX@*'1H92`F M(S@R,C`[0V]M<&%N>28C.#(R,3LI(&%N9"!A('-T;V-K:&]L9&5R(&5N=&5R M960@:6YT;R!A('-E='1L96UE;G0@86=R965M96YT(&%N9"!R96QE87-E("AT M:&4@)B,X,C(P.U-E='1L96UE;G0@06=R965M96YT)B,X,C(Q.RD@=VET:"!- M87)S:&%L;"!2>6%N("@F(S@R,C`[4GEA;B8C.#(R,3LI(&%N9"!A(&-O;7!A M;GD@6%N("AT;V=E=&AE6%N(&ES(&%N(&5N9VEN965R M('=H;R!P2P@ M=F%R:6]U2!O9B!G;V]D(&9A M:71H(&%N9"!F86ER(&1E86QI;F#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'1I;F=U:7-H97,@86YY('!R:6]R(&-L86EM2!D969A=6QT6QI;F4@=&\@96YF;W)C92!T:&4@ M4V5T=&QE;65N="!!9W)E96UE;G0@;W(@6%N M(&9U;&QY+"!U;F-O;F1I=&EO;F%L;'D@86YD(&ER2!P&-L=7-I=F5L>2!T;R!3:WEL:6YE(&%N9"!R96UA:6X@:6X@9G5L;"!F M;W)C92!A;F0@969F96-T+CPO9&EV/B`\+V1I=CX\=&%B;&4@8F]R9&5R/3-$ M,"!S='EL93TS1"=W:61T:#HQ,#`E.R!T86)L92UL87EO=70Z9FEX960[)R!C M96QL'0^)SQD:78@6%N("9A;7`[($UI9"U3=&%T92!3=&%I;FQE2!A M9W)E96UE;G0@8F5T=V5E;B!P;&%I;G1I9F9S(&%N9"!T:&4@0V]M<&%N>2P@ M=F%R:6]U6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG M(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D M/CPO='(^/"]T86)L93X\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D]. M5#H@,3!P="!4:6UE#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)W=I M9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$ M,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\ M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO2!497AT($)L;V-K73PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE2!C:&%N9V5D(&ET6QI M;F4@365D:6-A;"!);F,N(%!U2!M97)G960@=VET:"!A;F0@:6YT;R!A($1E;&%W M87)E(&-O2!A;'-O(&UA:V5S(&]N9V]I;F<@7-T96US+B!);B!!<')I;"`R,#`Y+"!T:&4@0V]M M<&%N>2!R96-E:79E9"`U,3`H:RD@8VQE87)A;F-E(&9R;VT@=&AE($9$02!T M;R!A=71H;W)I>F4@=&AE($-O;7!A;GD@=&\@;6%R:V5T(&%N9"!S96QL(&ET M6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!A9&IU#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$ M,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU! M4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4 M:6UE2!C:&%N9V5D(&ET6QI;F4@365D:6-A;"!);F,N(%!U2!M97)G960@=VET:"!A;F0@:6YT;R!A($1E M;&%W87)E(&-O2!A;'-O(&UA:V5S(&]N9V]I;F<@7-T96US+B!);B!!<')I;"`R,#`Y+"!T:&4@ M0V]M<&%N>2!R96-E:79E9"`U,3`H:RD@8VQE87)A;F-E(&9R;VT@=&AE($9$ M02!T;R!A=71H;W)I>F4@=&AE($-O;7!A;GD@=&\@;6%R:V5T(&%N9"!S96QL M(&ET6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!A9&IU#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE7-I2!A;F0@ M0V%P:71A;"!297-O=7)C97,F(S@R,C$[+CPO9&EV/B`\+V1I=CX\=&%B;&4@ M8F]R9&5R/3-$,"!S='EL93TS1"=W:61T:#HQ,#`E.R!T86)L92UL87EO=70Z M9FEX960[)R!C96QL2!497AT($)L;V-K73PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQD:78@#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!S:&]U;&0@ M2!E>'!E8W1S('1O(&)E(&5N M=&ET;&5D(&EN(&5X8VAA;F=E(&9O#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2X@5&AE(&%M96YD;65N M=',@:6X@05-5(#(P,30M,3`@=VEL;"!B92!E9F9E8W1I=F4@<')O2!F;W(@86YN=6%L(')E<&]R=&EN9R!P97)I;V1S(&)E9VEN;FEN9R!A M9G1E2!E=F%L=6%T960@86YD M(&%D;W!T960@05-5(#(P,30M,3`@9F]R('1H92!R97!O#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'!L:6-I="!G=6ED86YC92!O;B!H;W<@=&\@86-C;W5N="!F;W(@2!A9&]P=&EO;B!I6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D#L@ M34%21TE..B`P<'0[(%!!1$1)3D2!I6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\'0@0FQO8VM=/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S='EL93TS1"=- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4 M:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE&-L=61E(&%N M>2!I;G1E#L@ M34%21TE..B`P<'0[(%!!1$1)3D'!E6QE/3-$)W=I9'1H.C$P M,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL M<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P M<'0O,3)P="!4:6UE#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!N;W0@8F4@2!T:&4@8V]S=',@;V8@;V)T86EN:6YG('1R861E;6%R:W,@86YD('!A=&5N M=',N($5V96YT2!N;W0@8F4@6EN9R!V86QU92!O M9B!T:&4@87-S970@97AC965D2!R961U8VEN9R!T:&4@8V%R M6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`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`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3D#L@34%21TE. M.B`P<'0[(%!!1$1)3D'!E;G-E&5D.R<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D'!E;G-E&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D M/CPO=&0^/"]T&5S($-O M;&QE8W1E9"!&2!497AT($)L M;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D'!E;G-E&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE M/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[ M4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1% M6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T M<'@[(%!!1$1)3D#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE28C.#(Q-SMS('-A;&5S('1O(&YO;F5X96UP="!C=7-T;VUE28C.#(Q-SMS(&%C8V]U;G1I;F<@ M<&]L:6-Y(&ES('1O(&5X8VQU9&4@=&AE('1A>&5S(&-O;&QE8W1E9"!A;F0@ M6QE/3-$)W=I9'1H.C$P,"4[('1A M8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN M9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\2!497AT($)L;V-K73PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQD:78@#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5D.R<@ M8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^ M/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@ M1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)W=I9'1H M.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C M96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\2!497AT($)L;V-K73PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQD:78@#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS M<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^ M/"]T86)L93X\#L@34%21TE..B`P M<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE#L@34%2 M1TE..B`P<'0[(%!!1$1)3D'!E;G-E&5D.R<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T2!;4&]L:6-Y M(%1E>'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG M/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[(%!!1$1) M3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B M;VQD(#$P<'0O,3)P="!4:6UE#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE M/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[ M4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1% M6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T M<'@[(%!!1$1)3D#L@34%21TE..B`P M<'0[(%!!1$1)3D6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF M:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT M9#X\+W1D/CPO='(^/"]T86)L93X\2!;4&]L:6-Y(%1E>'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#XG/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE. M.B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE&5D(&%N9"!D971E2!I6QI;F4@86YD('1H92!#;VUP86YY('=I M;&PL('1H97)E9F]R92P@2!T;R!I=',@8W5S=&]M97)S(&9O2!B92!R971U2!B=7ES('1H92!35%)%04U705D@1DU3('5N:71S+"!C M;&5A;FEN9R!S;VQU=&EO;B8C,38P.V%N9"!F:6QT97)S)B,Q-C`[9G)O;2`F M(S@R,C`[='5R;FME>28C.#(R,3L@2!W M;W5L9"!H879E('1H92!R:6=H="!T;R!R97!L86-E;65N=',@9G)O;2!T:&4@ M&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!R96-O M9VYI>F5S(')E=F5N=64@:6X@86-C;W)D86YC92!W:71H('1H92!314,F(S@R M,3<[#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE&5D(&%N9"!D971E2!I M6QI;F4@86YD('1H92!# M;VUP86YY('=I;&PL('1H97)E9F]R92P@65A2!W:&5R96)Y('1H92!#;VUP86YY(')E<&QA8V5S(&]R(')E<&%I M6QE/3-$ M)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG2!B92!R971U2!B=7ES(&)O=&@@ M=&AE(%-44D5!35=!62!&35,@=6YI=',@86YD)B,Q-C`[8VQE86YI;F<@6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!E>'!E8W1S('1O(&-O;&QE8W0@ M;VX@8F%L86YC97,@;W5T6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\2P@4&]L:6-Y(%M0;VQI8WD@5&5X="!";&]C:UT\+W1D/@T*("`@("`@("`\ M=&0@8VQA#L@ M34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L M.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q M+#QB6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY&:6YI M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXU-BPX,3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CY287<@;6%T97)I86QS/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,C(L,36QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXQ-#4L,C`Y/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.R!&3TY4+49!34E,63I4:6UE&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%!!1$1)3D2!A;F0@17%U:7!M96YT/"]H,CX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%2 M1TE..B`P<'0[(%!!1$1)3D2!A;F0@97%U:7!M96YT(&ES(&-O;7!U=&5D('5S M:6YG('1H92!S=')A:6=H="UL:6YE(&UE=&AO9"!O=F5R('1H92!E6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G(&%L:6=N M/3-$8V5N=&5R/B`\=&%B;&4@#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO M=&0^(#QT9"!C;VQS<&%N/3-$,SX\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!L969T.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!& M3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(&)O;&0G/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L M.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/EEE87)S/"]D:78^ M(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`M,3!P=#L@4$%$ M1$E.1RU,1494.B`Q,'!T.R!615)424-!3"U!3$E'3CH@=&5X="UB;W1T;VTG M/B`\9&EV/D-O;7!U=&5R6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@'0M8F]T=&]M)SX@/&1I=CY-86YU9F%C='5R:6YG('1O;VQI;F<\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!L969T.R!724142#H@-G!X.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M#L@34%21TE..B`M,C!P="`P<'0@,'!T.R!0041$24Y' M+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE M/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C M96YT97([(%=)1%1(.B`Q,G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/"]T9#X@/'1D(&-O;'-P86X],T0S/CPO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!M961I=6T@;F]N93L@5$585"U!3$E'3CH@8V5N=&5R.R!7 M24142#H@,3)P>#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT M9"!C;VQS<&%N/3-$,SX\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!L969T.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-) M6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(&)O;&0G/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4 M+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E' M2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/DIU;F4@,S`L/&)R+SX@,C`Q M-#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4 M+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E' M2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q+"`R,#$S M/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`M,3!P M=#L@4$%$1$E.1RU,1494.B`Q,'!T.R!615)424-!3"U!3$E'3CH@=&5X="UB M;W1T;VTG/B`\9&EV/D-O;7!U=&5R6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ,C8L,C,T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXV,2PU,#4\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#PO=&0^(#PO='(^(#QT'0M8F]T=&]M)SX@/&1I=CY,96%S96AO;&0@:6UP#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!R:6=H=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^,C,L.#6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V M<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`Q<'0@'0M M8F]T=&]M)SX@/&1I=CY4;W1A;#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D M/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%=)1%1(.B`V<'@[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!R:6=H M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^,36QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z("-C8V5E9F8G/B`\=&0@#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C M:R`Q<'0@6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`S<'0@9&]U8FQE.R!4 M15A4+4%,24=..B!L969T.R!724142#H@-G!X.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXD/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`S<'0@9&]U8FQE.R!415A4+4%,24=..B!R:6=H M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^,C`T+#8U.#PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!B;&%C:R`S<'0@9&]U8FQE.R!415A4+4%,24=..B!L969T.R!72414 M2#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXD/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`S<'0@ M9&]U8FQE.R!415A4+4%,24=..B!R:6=H=#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^,34X+#$Q,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O M;6%N)RPG#L@34%21TE..B`P M<'0[(%!!1$1)3D6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE M+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS M1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\#L@4$%$ M1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D#L@34%2 M1TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!A;&EG;CTS1')I9VAT/D-O;7!U=&5R6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY,96%S96AO;&0@:6UP M6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY-86YU9F%C='5R:6YG(%1O;VQI;F<\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G/B`F(S$V M,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E, M63I4:6UE6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%, M24=..B!C96YT97([(%=)1%1(.B`Q,G!X.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SX\ M+V1I=CX@/"]T9#X@/'1D(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A M8FQE/B`\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49! M34E,63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,BPR-3@\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U M-2DG/B`\=&0@6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L M969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXQ,BPR-3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494 M.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@ M8F]L9"<^(#QD:78^3&5S6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D&5D M($%S6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M#L@34%21TE..B`M,C!P="`P<'0@ M,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%, M24=..B!C96YT97([(%=)1%1(.B`Q,G!X.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SX\ M+V1I=CX@/"]T9#X@/'1D(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A M8FQE/B`\+V1I=CX@/&9O;G0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=) M3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D#L@34%21TE..B`P<'0[(%!!1$1)3D&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP M861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3DF%T:6]N('5N=&EL M('1H92!P2!P871E;G1E9"!I2P@ M86YD(&EM<&%I2!W2!497AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$58 M5"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ M(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5S("@F(S@R,C`[05-#(#65AF5D M+CPO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U14 M3TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R M,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D'!E M8W1E9"!T;R!B92!T86ME;B!I;B!I;F-O;64@=&%X(')E='5R;G,@=&\@9&5T M97)M:6YE(&EF('1H97)E(&%R92!A;GD@:6YC;VUE('1A>"!U;F-E2!R96-O9VYI>F5S('1A>"!B96YE9FET&%M:6YA=&EO;B!B>2!T87AI;F<@875T:&]R:71I M97,L(&)A"!U M;F-E6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[ M4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1% M6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T M<'@[(%!!1$1)3D&%M:6YA=&EO;B!B>2!F961E6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E M;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO M='(^/"]T86)L93X\#L@34%21TE. M.B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B!B;VQD(#$P<'0O,3)P="!4:6UE#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!A8V-O=6YT&5S(&EN(&%C8V]R9&%N M8V4@=VET:"!!4T,@-S0P("8C,34Q.R`\:3Y);F-O;64@5&%X97,@*"8C.#(R M,#M!4T,@-S0P)B,X,C(Q.RD\+VD^+B!5;F1E65AF5D+CPO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[ M(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494 M.B`T<'@[(%!!1$1)3D'!E8W1E9"!T;R!B92!T86ME;B!I;B!I;F-O;64@=&%X M(')E='5R;G,@=&\@9&5T97)M:6YE(&EF('1H97)E(&%R92!A;GD@:6YC;VUE M('1A>"!U;F-E2!R96-O9VYI>F5S('1A M>"!B96YE9FET&%M:6YA=&EO;B!B>2!T M87AI;F<@875T:&]R:71I97,L(&)A"!U;F-E6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&%M:6YA=&EO;B!B>2!F961E M6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA M>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^ M/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\'0^)SQD:78@#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2`R-3QS=7`@6QE.FYO2!F:6QE9"!A(&YO;BUP2`R-3QS=7`@6QE.FYO6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$58 M5"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ M(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!F:6QE9"!A<'!L M:6-A=&EO;G,N($$@9F5A='5R92!C;&%I;65D(&EN('1H92!0871E;G0@:7,@ M=&AE(&%B:6QI='D@=&\@;6%I;G1A:6X@8V]N=&EN=6]U2!M96%S M=7)I;F7-T96TN(%1H:7,@<')O=FED M97,@9F]R(&-O;G1I;G5O=7,@;W!E&%M<&QE+"!T;R!E;7!T>2!A(&9L=6ED(&-O;&QE8W1I;VX@8V]N=&%I;F5R M(&]R(&]T:&5R=VES92!D:7-P;W-E(&]F('1H92!C;VQL96-T960@9FQU:60N M/"]D:78^(#PO9&EV/CQT86)L92!B;W)D97(],T0P('-T>6QE/3-$)W=I9'1H M.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C M96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD M(#$P<'0O,3)P="!4:6UE3PO:#(^(#QD:78@#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!I;B!E86-H(&]F(#$T M."!C;W5N=')I97,L(&EN8VQU9&EN9R!T:&4@56YI=&5D(%-T871E#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE7-T M96T@=&AA="!H87,@96UB;V1I;65N=',L(&)A2!T;R!M86EN=&%I;B!C;VYT:6YU;W5S M('-U8W1I;VX@=&\@=&AE('-U7-T96T@=6YI="!I;B!S=6-T:6]N:6YG('=A&5D.R<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T2!;4&]L:6-Y(%1E M>'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I M=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B;VQD M(#$P<'0O,3)P="!4:6UE#L@34%21TE..B`P M<'0[(%!!1$1)3D28C.#(Q-SMS(&-O;6UO;B!S=&]C:RP@<&%R('9A M;'5E("0P+C`Q("AT:&4@)B,X,C(P.SQB/D-O;6UO;B!3=&]C:SPO8CX@)B,X M,C(Q.RDL(&EN(&%C8V]R9&%N8V4@=VET:"!T:&4@=&5R;7,@;V8@=&AE($EN M=F5S=&]R($YO=&4L(&%N9"`H:6DI(&$@=V%R2!A M8W%U:7)E('5P('1O(#(L,#,V+#4Y,R!A9&1I=&EO;F%L('-H87)E2`R,BXR)2!O#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE2!A;'-O(&5N M=&5R960@:6YT;R!A(%-E8W5R:71I97,@4'5R8VAA2!I2`R,BXR)2!O M6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)W=I M9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$ M,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\ M#L@34%21TE..B`P<'0[(%!!1$1) M3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B!B M;VQD(#$P<'0O,3)P="!4:6UE#L@34%21TE. M.B`P<'0[(%!!1$1)3D2`T+"`R M,#$T+"!3:WEL:6YE($UE9&EC86P@26YC+B`H=&AE("8C.#(R,#M#;VUP86YY M)B,X,C(Q.RD@96YT97)E9"!I;G1O(&$@4V5C=7)I=&EE#L@34%21TE..B`P<'0[(%!!1$1)3D2!T;R!R96=I6EN9R!3:&%R97,F M(S@R,C$[*2!A;F0@=&AE($-O;6UO;B!3=&]C:R!U;F1E2!I&-H86YG92!#;VUM:7-S:6]N('=I=&AI;B`Y,"!D87ES(&]F('1H92!C M;&]S:6YG(&]F('1H92!O9F9E7,@:6X@ M=&AE(&5V96YT(&]F('-U8V@@6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!N;W0@8F4@;V9F97)E9"!O6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D2!T:&4@87!P;&EC86)L92!H;VQD97(L M('=I=&@@=&AE('!E&-E961I;F<@=&AE($)E;F5F:6-I86P@3W=N M97)S:&EP($QI;6ET871I;VXN(%1H92!02!O M2`H82`F(S@R,C`[3&EQ=6ED871I;VXF(S@R,C$[*2P@ M869T97(@=&AE('-A=&ES9F%C=&EO;B!I;B!F=6QL(&]F('1H92!D96)T2!A;F0@=&AE('!A>6UE;G0@;V8@86YY(&QI<75I9&%T M:6]N('!R969E6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D&5R8VES86)L92!O;B!A;GD@9&%Y(&]N(&]R(&%F M=&5R('1H92!D871E(&]F(&ES65A2!O9B!T:&4@0VQO2!T M:&4@0V]M<&%N>2D@9F]R(&%T(&QE87-T(#4P,"!35%)%04U705DF(S$W-#L@ M075T;VUA=&5D(%-U6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D&5R8VES92P@=&AE($-O;7!A;GD@8V]M;65N8V5D(&%N(&EN=&5R M;F%L(&EN=F5S=&EG871I;VX@2!O9B!T:&4@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$ M)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG M/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L M93X\6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/ M4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$ M1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E. M1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!H87,@<')E<&%R960@=&AE('5N875D:71E9"!I;G1E M2!A8V-E<'1E9"!I;B!T:&4@56YI=&5D(%-T871E&-H86YG92!#;VUM:7-S:6]N M("@F(S@R,C`[4T5#)B,X,C(Q.RD@9F]R(&EN=&5R:6T@9FEN86YC:6%L('-T M871E;65N=',N(%1H97-E(&EN=&5R:6T@9FEN86YC:6%L('-T871E;65N=',@ M2!T;R!P2!T M:&4@0V]M<&%N>28C.#(Q-SMS(&9I;F%N8VEA;"!P;W-I=&EO;BP@=&AE(')E M2!I;G1E65A&5D.R<@8V5L;'-P86-I;F<] M,T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO2P@0W5R6QE/3-$)TU! M4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E. M1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$ M14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!! M1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P M=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!- M05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N M/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@ M.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L M9"<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!& M3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q+#QB M6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXR,S`L,#DR/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C M8V5E9F8G/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS-C`L M-C8S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P M="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,C(L,3&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG M/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$ M)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4 M.B!N;W)M86P[($9/3E0M4TE:13H@.'!T.R!615)424-!3"U!3$E'3CH@8F]T M=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L M.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R(#,Q M+#QB6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXQ."PV,#,\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@ M,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U M8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L M93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#PO=&%B;&4^(#PO9&EV/B`\+V1I=CX\=&%B;&4@8F]R9&5R/3-$,"!S='EL M93TS1"=W:61T:#HQ,#`E.R!T86)L92UL87EO=70Z9FEX960[)R!C96QL2P@4&QA;G0@86YD($5Q=6EP;65N="!;5&%B;&4@ M5&5X="!";&]C:UT\+W1D/@T*("`@("`@("`\=&0@8VQA6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE M6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/CPO9&EV/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@ M5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE28C.#(Q-SMS(&EN=F5S=&UE;G0@:6X@1FEX960@07-S971S(&-O;G-I6QE/3-$)T-,14%2.F)O=&@[ M($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G M(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M M4TE:13H@.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=( M5#H@8F]L9"<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=CY,96%S96AO;&0@:6UP6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\ M=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXQ-S4L,#$Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV/B`\+V1I=CX\=&%B;&4@8F]R M9&5R/3-$,"!S='EL93TS1"=W:61T:#HQ,#`E.R!T86)L92UL87EO=70Z9FEX M960[)R!C96QL'0^)SQD:78@#L@4$%$1$E.1RU2 M24=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE28C.#(Q-SMS(&EN=F5S=&UE;G0@:6X@1FEX960@07-S971S M(&-O;G-I#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R M;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/D1E8V5M8F5R M(#,Q+#QB6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXV,2PU,#4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D M('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR,RPV M,30\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ-S4L,#$Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@ M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@ M6QE/3-$)T)/ M4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U14 M3TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@ M=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#PO='(^(#PO M=&%B;&4^(#PO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z M(&)O=&@G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.R!&3TY4+49!34E,63I4:6UE6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N M;VYE.R!415A4+4%,24=..B!C96YT97([(%=)1%1(.B`Q,G!X.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SX\+V1I=CX@/"]T9#X@/'1D(&-O;'-P86X],T0S/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/CPO9&EV/B`\+W1D/B`\=&0@8V]L3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB M.3E?8F8Y9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO2!;5&%B;&4@5&5X="!";&]C:UT\ M+W1D/@T*("`@("`@("`\=&0@8VQA6QE/3-$ M)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`M,C!P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@ M4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D M/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!, M24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y% M+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0W/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E-T;V-K($]P M=&EO;G,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y% M+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DYU;6)E6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@ M;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D%V97)A9V4@17AE6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SY/=71S=&%N9&EN9R!A="!$96-E;6)E6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$R+#8V,RPU-C8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXS-2PQ,S(L,3,V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C`N,3,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ M-RPY.#8L,34W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M,#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C$R/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXH,2PQ-3DL.3DU/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1% M6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/BDF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C(T/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@X+#,R-BPX-C(\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,3@\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`Q<'0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T M($1E8V5M8F5R(#,Q+"`R,#$S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C`Y/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1% M6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,T+#8T,RPX,CD\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/DES6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4L,3$U+#`V,3PO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C$Q/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C(L,3,S+#@Q,CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXP+C(W/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X<&ER960\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXH-#DU+#6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXH-"PQ-S$L-S,S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/BDF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXP+C$V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C M93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@ M6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=. M.B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXI)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`Q<'0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B@R+#(R,"PX,S$\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@ M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXI)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T)/ M4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXS,"PS.#4L,#6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=# M3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C$U/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\+W1A8FQE/B`\+V1I=CX@/"]D:78^/'1A8FQE(&)O&5D.R<@8V5L;'-P M86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@ M,3!P="!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U4 M4D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P M=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T9/3E0M1D%-24Q9 M.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[($1) M4D5#5$E/3CH@;'1R)SX@/'1A8FQE('-T>6QE/3-$)U=)1%1(.B`S,RXW,B4[ M($)/4D1%4BU#3TQ,05!313H@8V]L;&%P6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!C96YT97([($9/3E0M4U193$4Z(&YO M6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE.FYO6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D]. M5"U714E'2%0Z(#6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M"!S M;VQI9#L@1D].5"U714E'2%0Z(#6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E"!S;VQI9#L@1D].5"U714E'2%0Z(#"!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!&3TY4+5-464Q%.B!N;W)M M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!& M3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E M8V5M8F5R(#,Q+"`R,#`U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S M;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DES6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C8V-E M969F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-! M3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0 M041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C`N.#4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[ M(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2 M;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/ M3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52 M+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C0Q+#@Y.#PO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI M9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-4 M64Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DES M6QE/3-$)T)/4D1% M4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T M.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D]. M5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F M9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R M;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$ M.B`C8V-E969F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R M;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C$N-C<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%, M24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0041$24Y'+5))1TA4 M.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(X+#4P,CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T], M3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D]. M5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI M9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI M9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/DES6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$L,C0S+#(Y,CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,CPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4L,#6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M-#4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4 M+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L M969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B@Q,2PY-S$I/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M M8F5R(#,Q+"`R,#`X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!& M3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@ M0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C`N,C8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1) M3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE: M13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@ M(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4L,3@T+#4Q,3PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@ M1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D]. M5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@;6ED9&QE.R!&3TY4+5=% M24=(5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@ M1D].5"U35%E,13H@;F]R;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(P-2PP,#`\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R M;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$ M.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@ M,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R M;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C`N,S<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%, M24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0041$24Y'+5))1TA4 M.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(L,3@X+#,P M,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!& M3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@ M0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@0D]2 M1$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N-#D\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F M9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=2 M3U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^ M(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,L M-#,U+#8V,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/C`N,S0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B@X+#DW.2D\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T M.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/D5X97)C:7-E9#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/ M3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@Q,C@L-36QE/3-$)T)/4D1%4BU" M3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!& M3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@#L@1D].5"U& M04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@ M0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P M,"<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/DES6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(L-#@S+#,S-#PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,#$\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE M=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[ M($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(#0P,"<^(#QD:78@'!I6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@X,RPY-#$I/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N-#@\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO M6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/D]U='-T86YD:6YG(&%T($1E8V5M8F5R(#,Q+"`R,#$Q M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!& M3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N M;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P,#`P M,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M,3$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C(V+#@X,BPR-3$\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q% M.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I M;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T],3U(Z(",P M,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C`N,C,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5. M1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1) M3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@ M0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE: M13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C$Q+#8X."PQ-C8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-4 M64Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X M<&ER960\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@S+#,V-BPT-34I/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q% M.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5. M1#H@(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD M:78@&5R8VES960\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C M9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)4 M24-!3"U!3$E'3CH@;6ED9&QE.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X M('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L M.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C M9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXH-#$R+#DV,RD\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U3 M5%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!" M04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I% M.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@ M-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF M(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U3 M5%E,13H@;F]R;6%L.R!0041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED M.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F M.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U! M3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXH-S$L.#(V*3PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P M,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N M;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@#L@1D].5"U&04U)3%DZ(%1I;65S M($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F9F9F9CL@0T],3U(Z(",P,#`P M,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@ M1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U19 M3$4Z(&YO6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z M(#0P,"<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E' M2%0Z(#0P,"<^(#QD:78@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@"!S;VQI9#L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V9F M9F9F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(U+#6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/ M3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/ M3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D5X<&ER960\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z M(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B@X+#,R-BPX-C(I/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!L969T.R!&3TY4+5-464Q%.B!N;W)M86P[($9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!&3TY4 M+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U) M3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C965F9CL@0T], M3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(#0P,"<^(#QD:78@&5R8VES960\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE M/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%, M24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/4CH@ M(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T M=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXH-38P+#,S,"D\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO"!S M;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F M9F9F.R!#3TQ/4CH@(S`P,#`P,#L@1D].5"U325I%.B`Q,'!T.R!615)424-! M3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O M;&ED.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0 M041$24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C`N,#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($9/3E0M4U193$4Z(&YO"!S;VQI9#L@5$585"U!3$E'3CH@ M;&5F=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P M,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@;6ED9&QE.R!& M3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED.R!415A4+4%,24=..B!R M:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.R!"04-+1U)/54Y$.B`C9F9F9F9F.R!#3TQ/4CH@(S`P,#`P M,#L@1D].5"U325I%.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!& M3TY4+5=%24=(5#H@-#`P)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXH,36QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T)/4D1%4BU"3U143TTZ(",P,#`P,#`@,7!X('-O;&ED M.R!415A4+4%,24=..B!R:6=H=#L@1D].5"U35%E,13H@;F]R;6%L.R!0041$ M24Y'+5))1TA4.B`U<'@[($9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C`N,3$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@"!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@ M1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@(V-C M965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`N,#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@"!D;W5B;&4[(%1%6%0M04Q)1TXZ M(')I9VAT.R!&3TY4+5-464Q%.B!N;W)M86P[(%!!1$1)3D#L@1D].5"U&04U)3%DZ(%1I;65S($YE=R!2;VUA;CL@0D%#2T=23U5.1#H@ M(V-C965F9CL@0T],3U(Z(",P,#`P,#`[($9/3E0M4TE:13H@,3!P=#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;3L@0D]21$52+51/4#H@(S`P,#`P,"`Q<'@@ M6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C`N,30\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($9/3E0M4U193$4Z(&YO6QE/3-$)T-,14%2.F)O M=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P M<'0[0TQ%05(Z(&)O=&@G/B`F(S$V,#L\+V1I=CX@/'1A8FQE('-T>6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`U,'!X.R!6 M15)424-!3"U!3$E'3CH@=&]P)R!A;&EG;CTS1&QE9G0^(#QD:78@&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D M:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6UE;G0@07=A'0^)SQD:78@ M#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\ M+W1D/B`\=&0@6QE M/3-$)T)/4D1%4BU"3U143TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@8V]L6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M;&5F=#L@3$E.12U(14E'2%0Z(&YO&5R8VES92!06QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=# M3$5!4CIB;W1H.T-,14%2.B!B;W1H)SY/<'1I;VYS.CQB6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXU-3`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXQ,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XP-SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C$W-RPR.#8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B0P+C`W-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$T+#0P M,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XP-SD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ+#6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C@N,3,\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXW+C4W/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C(R-BPT,34\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@ M/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ-#PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C(T,BPX-3<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$U/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXW-34L M,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-SD\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XQ.#4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ-C(L,38R/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1% M6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S8\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXR-3`L,#`P/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ M(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S(\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XR,SPO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C,L,#$Y+#4V-3PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXY+C8Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C(U/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXY+C8U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\ M='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXS-S`L,S6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/CDN-3$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ,#`L M,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN,C@\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XS,3@\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXY-"PS,S@\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD M,"XS,SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(U+#`P,#PO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXY+C(T/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/C(P+#`P,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`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`P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXS,RPR,#,L-3`T/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/E=A6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXS,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0P+C`W-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(L M,#@S+#,S,SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C`W M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B0P+C`X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,N-S$\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4 M.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXD,"XQ,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(P,"PP,#`\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!! M1$1)3D'0M8F]T=&]M M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ M-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$U+#,Q-"PY-3$\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C M8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$V-3PO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C0P-RPS,3@\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@ M/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ.#PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/C,S,RPS,S,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$Y.#PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C$L-S6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXS+CDR/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B0P+C(P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N-C`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XR-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,W-2PP,#`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD M,"XR-SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$Q,2PQ,3$\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C M8V5E9F8G/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C,R-3PO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C$L-C$U+#,X,SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXT+C6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B0P+C6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`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`P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXS,"PS.#4L,#6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE M=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[5$585"U!3$E'3CH@8V5N=&5R)SX@ M)B,Q-C`[)B,Q-C`[/"]D:78^(#PO9&EV/CQT86)L92!B;W)D97(],T0P('-T M>6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS M<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^ M/"]T86)L93X\#L@34%21TE..B`P M<'0[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1) M3D#L@34%21TE..B`M,35P="`P<'0@ M,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E)A;F=E(&]F($5X97)C:7-E M(%!R:6-E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4 M+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E' M2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/E-H87)E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=( M5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E=E:6=H=&5D/&)R+SX@ M079E6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L M,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/D]P=&EO M;G,Z/&)R+SX@/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XP,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C4U,"PP,#`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B0P+C`Q-SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C,R-2PQ.#<\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXD,"XP-C4\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL M93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXQ,"PP,#`\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXY+C0T/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`W M-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$T+#0P,"PP,#`\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G M8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B0P+C`W.3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$L-S0P+#4P.#PO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXY+C(R/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C`X M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/C@N-C,\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD M,"XX.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C0P,"PP,#`\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H M:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ,S(U/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXY+C4T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXR-#(L.#4W/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[ M(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/CDN-30\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXV-S8L-C8V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/C6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XQ-SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C4L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/CDN,S8\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXS-S`L,S6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$P M+C`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B M;W1H)SXQ,#`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/CDN-S<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S4\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78@6QE/3-$ M)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXD,"XS,SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C$P M,"PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXD,"XS-#$U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CDN-S4\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXD,"XS-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S M='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXP+C,W/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C4X-3PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/CDU+#6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C`N-#0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(X+#DR.2PS.3@\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z M(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/E=A6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.R8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@ M6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXD,"XP,3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C(P,"PP,#`\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XP-S4\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXR+#8V-BPV-C<\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R M,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P M+C`X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C0N,C`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`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L M,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$R M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXT+CDP/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\='(@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$U/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-, M14%2.B!B;W1H)SXS+CDX/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R M/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB M;W1H.T-,14%2.B!B;W1H)SXQ-3`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T M>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/C`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`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$X/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ% M05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXR+C@S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\ M='(@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C$Y.#PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$ M)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/C$L-S6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2.B!B;W1H M)SXT+C0Q/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[ M0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.T-,14%2 M.B!B;W1H)SXQ+#(S-RPU,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O M=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5! M4CIB;W1H.T-,14%2.B!B;W1H)SXD,"XR-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C,W-2PP,#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)T-, M14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B0P+C0V/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV('-T>6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/C`N M,S`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78@6QE M/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T-,14%2.F)O M=&@[0TQ%05(Z(&)O=&@G/C`N-3`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T M('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.T-,14%2.B!B;W1H)SXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\ M=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G M/C,T+#8T,RPX,CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78@6QE/3-$)T-,14%2 M.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/"]D:78^/'1A8FQE M(&)O&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^ M/'1D/CPO=&0^/"]T6UE;G0@07=A'0^)SQD:78@#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)T9/3E0M M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG6QE/3-$)TQ)3D4M2$5)1TA4.B`Q,G!T.R!415A4+4E.1$5. M5#H@,35P=#L@34%21TE..B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)TQ)3D4M2$5)1TA4.B`Q,G!T.R!415A4+4E.1$5. M5#H@,35P=#L@34%21TE..B`P:6X@,&EN(#!P="<^("8C,38P.SPO:#4^(#QD M:78@6QE/3-$)T)/4D1%4BU"3U143TTZ M("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1% M4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$ M24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/ M4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!"04-+ M1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY0 M6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P M<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU, M1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q% M1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E M969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P M8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$U/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I M;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]2 M1$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$ M24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@ M4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52 M+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y' M+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$ M1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/ M4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/ M4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C`Q/"]F;VYT/CPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!! M1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I M;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!" M3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!! M1$1)3D6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@0D]21$52+4)/5%1/33H@(V0T9#!C.#L@0D]21$52+4Q%1E0Z("-D M-&0P8S@[(%!!1$1)3D6QE M/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D M,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@ M4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$ M15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1) M3D6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU, M1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q% M1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET M93L@0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X M.R!0041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494 M.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z M(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@ M0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0 M041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I M;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]2 M1$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$ M24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C`V-2`F(S$U,#L@ M+C,T,34\+V9O;G0^/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU, M1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q% M1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET M93L@0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X M.R!0041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/"]T M6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P M:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D M-&0P8S@[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!! M1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M5&]T86P\+V9O;G0^/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!W:&ET92`R+C(U<'0@9&]U8FQE.R!"3U)$15(M3$5&5#H@(V0T M9#!C.#L@4$%$1$E.1RU"3U143TTZ(#-P=#L@4$%$1$E.1RU,1494.B`P:6X[ M(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@ M(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@ M,W!T)R!V86QI9VX],T1B;W1T;VT^/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I M;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]2 M1$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$ M24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T9/3E0M M5T5)1TA4.B!N;W)M86PG/E=A6QE/3-$)V-L96%R.F)O=&@[1D].5"U325I%.B`Q,'!T)R!B;W)D M97(],T0P(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU, M1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$ M+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C M9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2 M.B!T6QE/3-$)T)/4D1% M4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$ M24Y'+4)/5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[ M/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@0D]21$52+4Q% M1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY996%R/"]F M;VYT/CPO8CX\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!"04-+1U)/54Y$+4-/3$]2.B!T6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@.'!T)SY3:&%R97,\ M+V9O;G0^/"]B/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T9/3E0M4TE:13H@,3!P="<^,C`P.#PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494 M.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z M(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F M.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[ M(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[ M/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE. M.B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,S0R+#`R.3PO9F]N=#X\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52 M+4)/5%1/33H@(V0T9#!C.#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1) M3D6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P M8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T M.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+ M1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)#PO9F]N M=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D M-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@ M,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!" M04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$ M15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@ M,&EN(#!P="<@86QI9VX],T1R:6=H=#X\9F]N="!S='EL93TS1"=&3TY4+5-) M6D4Z(#$P<'0G/C,P+#`P,#PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@(V0T9#!C M.#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,C`Q,3PO9F]N M=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ("-D M-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@ M,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!" M04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$ M15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,BPT M-3@L,S,S/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[ M($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0 M041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/ M54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE' M2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@ M,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C`W-28C,38P M.R8C,34P.R8C,38P.RXR-3PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@(V0T9#!C M.#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@,&EN M(#!P="<^/&9O;G0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!!1$1) M3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F M;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@ M,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@0D]21$52+51/4#H@(V0T9#!C.#L@ M0D]21$52+5))1TA4.B`C9#1D,&,X.R!0041$24Y'+51/4#H@,W!T)R!V86QI M9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494 M.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z M(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W:&ET93L@ M0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D,&,X.R!0 M041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@6QE/3-$)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1% M4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y' M+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B!W M:&ET93L@0D]21$52+51/4#H@(V0T9#!C.#L@0D]21$52+5))1TA4.B`C9#1D M,&,X.R!0041$24Y'+51/4#H@,W!T)R!V86QI9VX],T1B;W1T;VT^(#QD:78@ M6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$U M)B,Q-C`[)B,Q-3`[)B,Q-C`[+C(P/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@ M,&EN(#!P="<^/&9O;G0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#$P<'0[(%!! M1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ M("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN M.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!" M3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE: M13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U14 M3TTZ("-D-&0P8S@[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/ M5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@ M,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X M.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M,C`Q-#PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[ M(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@ M,&EN(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,BPQ,S,L.#$R/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@0D]2 M1$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^+C$V M-28C,38P.R8C,34P.R8C,38P.RXS,C4\+V9O;G0^/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1) M3D6QE/3-$)T9/3E0M4TE:13H@ M,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV/B`\+W1D/B`\+W1R/B`\='(^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`R+C(U<'0@9&]U8FQE M.R!"3U)$15(M3$5&5#H@(V0T9#!C.#L@4$%$1$E.1RU"3U143TTZ(#-P=#L@ M4$%$1$E.1RU,1494.B`Q,'!T.R!0041$24Y'+5))1TA4.B`P:6X[($)!0TM' M4D]53D0Z("-C8V5E9F8[($)/4D1%4BU43U`Z("-D-&0P8S@[($)/4D1%4BU2 M24=(5#H@(V0T9#!C.#L@4$%$1$E.1RU43U`Z(#-P="<@=F%L:6=N/3-$8F]T M=&]M/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[34%21TE..B`P:6X@,&EN M(#!P="<^/&9O;G0@6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0 M041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E. M1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0 M.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^)B,Q-C`[/"]F;VYT/CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[34%21TE. M.B`P:6X@,&EN(#!P="<^/&9O;G0@6QE/3-$)T9/3E0M4TE:13H@,3!P="<^,S`L,S@U+#`W M-SPO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,BXR-7!T(&1O=6)L93L@ M0D]21$52+4Q%1E0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#(N,C5P M="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X.R!0041$24Y'+4)/5%1/ M33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$1$E.1RU224=(5#H@,&EN M.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M5$]0.B`C9#1D,&,X.R!" M3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)T9/3E0M4TE:13H@,3!P="<^ M)#PO9F]N=#X\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#(N,C5P="!D;W5B;&4[($)/4D1%4BU,1494.B`C9#1D,&,X M.R!0041$24Y'+4)/5%1/33H@,W!T.R!0041$24Y'+4Q%1E0Z(#!I;CL@4$%$ M1$E.1RU224=(5#H@,&EN.R!"04-+1U)/54Y$.B`C8V-E969F.R!"3U)$15(M M5$]0.B`C9#1D,&,X.R!"3U)$15(M4DE'2%0Z("-D-&0P8S@[(%!!1$1)3D6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$ M1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[ M(%!!1$1)3D6QE/3-$)T9/3E0M1D%- M24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG65A#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q M,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S M($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G/B`F(S$V,#L\+V1I=CX@/&1I M=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z M(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE6QE/3-$)T)/4D1%4BU"3U143TTZ M(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L M6QE/3-$)T)/4D1%4BU"3U143TTZ(&UE M9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@8V]L6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,S4\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR M,#$P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXN,34\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,#6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494.B`Q M,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR,#$S/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXR."PY,CDL,SDX/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[($)/ M4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,#$F(S$V,#LF(S$U,#LF(S$V M,#LN-3@U/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\+W1R/B`\+W1A8FQE M/B`\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E, M63I4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!! M1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!& M3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U7 M14E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/E-H87)E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-) M6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z M(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/E!R:6-E/"]D:78^(#PO=&0^(#PO M='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CXR,#`X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXX,RPR,#<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXX+#4Y-RPV.3`\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$R/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`Q<'0@6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$ M14Y4.B`P<'0[(%!!1$1)3D6QE/3-$ M)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ M(&-E;G1E6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS-"PV M-#,L.#(Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXN,#$F(S$V,#LF M(S$U,#LF(S$V,#LW-CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L M93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#PO=&%B;&4^(#PO9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/ M3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[3$E. M12U(14E'2%0Z(#$R<'0[(%1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!I M;B`P:6X@,'!T)R!A;&EG;CTS1&-E;G1E&5D.R<@8V5L;'-P86-I M;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQD:78@#L@34%2 M1TE..B`P<'0[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G/B`F(S$V M,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4+49!34E, M63I4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1) M3D6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&UE9&EU;2!N;VYE.R!415A4+4%,24=..B!C96YT97([(%=)1%1(.B`Q M,G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D(&-O;'-P M86X],T0S/CPO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!M961I M=6T@;F]N93L@5$585"U!3$E'3CH@8V5N=&5R.R!724142#H@,3)P>#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!C;VQS<&%N/3-$,SX\ M+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!B;&%C:R`Q<'0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@.'!T.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%=)1%1(.B`V<'@[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A% M24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV M/C(P,3,\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\+W1D/B`\=&0@'0M8F]T=&]M)SX@/&1I=CY.970@;&]S M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!724142#H@-G!X.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXD/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!R:6=H=#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^*#$L-S,U+#DU-#PO9&EV/B`\+W1D/B`\=&0@#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*3PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXH,RPS-3(L.30Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`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`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!7 M24142#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!724142#H@ M-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!724142#H@-G!X.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D('-T>6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M("-C8V5E9F8G/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T M.R!724142#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXR,C(L-C(P+#DQ,#PO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!L969T.R!724142#H@-G!X.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,C$L,C8W+#4P M,#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T.R!724142#H@ M-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXR,C$L.3(R+#,U,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!L969T.R!724142#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ,3$L,#0U+#4U,CPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`M,3!P=#L@ M4$%$1$E.1RU,1494.B`Q,'!T.R!615)424-!3"U!3$E'3CH@=&5X="UB;W1T M;VTG/B`\9&EV/D5F9F5C="!O9B!D:6QU=&5D('-T;V-K(&]P=&EO;G,@86YD M('=A6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!L969T M.R!724142#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%=)1%1(.B`V<'@[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!R:6=H=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-3$[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!724142#H@-G!X.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@;&5F=#L@5TE$5$@Z(#9P>#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`Q<'0@6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!B;&%C:R`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`Q<'0@6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ M(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,"XP,3PO9&EV/B`\+W1D/B`\=&0@ M#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)#PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(&-E;G1E#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C M:R`S<'0@9&]U8FQE.R!415A4+4%,24=..B!L969T.R!724142#H@-G!X.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXD/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`S<'0@9&]U8FQE.R!4 M15A4+4%,24=..B!R:6=H=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^*#`N,#(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^*3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,"XP,SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0G/B`F(S$V,#L\+V1I=CX@/'1A8FQE('-T M>6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B`Q,G!T.R!&3TY4+5-464Q%.B!N;W)M M86P[($9/3E0M4TE:13H@,3!P=#L@5D525$E#04PM04Q)1TXZ('1O<#L@1D]. M5"U714E'2%0Z(&YO2X@5&AE(&5F9F5C="!O9B!T M:&4@&-L=61E M9"!F'0^)SQD:78@#L@34%21TE. M.B`P<'0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G M(&%L:6=N/3-$8V5N=&5R/B8C,38P.SPO9&EV/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0G(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M M86P[($9/3E0M4TE:13H@.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!& M3TY4+5=%24=(5#H@8F]L9"<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY. M970@;&]S6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXH,C@L-CDW+#0Q-3PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXQ-3$L.34X+#8Q.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXV.2PU.#6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`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`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@ M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,"XP-CPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T M(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D M/B`\+W1R/B`\+W1A8FQE/B`\+V1I=CX@/&9O;G0@6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z M(&)O=&@G(&%L:6=N/3-$8V5N=&5R/B8C,38P.SPO9&EV/B`\=&%B;&4@6QE/3-$)U=)1%1(.B`Q<'@G/B`\ M9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/CPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T-,14%2.F)O=&@[0TQ%05(Z(&)O=&@G/B@Q M*3PO9&EV/B`\+W1D/B`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`R,'!X.R!-05)' M24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T M.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2 M;VUA;CM&3TY4+5-)6D4Z(#$P<'0G(&%L:6=N/3-$8V5N=&5R/B`\=&%B;&4@ M#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!C;VQS<&%N/3-$ M,SX\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!B;&%C:R`Q<'0@'0M8F]T=&]M)SX@/&1I=CY$969E#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!R:6=H=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\+W1D/B`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`L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US M<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS+#(U.2PP,#`\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#PO=&0^(#PO='(^(#QT6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z("TQ,'!T.R!0041$24Y' M+4Q%1E0Z(#$P<'0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/D]T M:&5R/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`Q<'0@#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!R:6=H=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^."PU-C@L,#`P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C M8V5E9F8G/B`\=&0@#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/ M33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#PO=&0^(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4 M+4%,24=..B!C96YT97([(%=)1%1(.B`V<'@[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\+W1D/B`\=&0@#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)#PO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE M+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS M1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\#L@34%21TE..B`P<'0[(%!!1$1)3D#L@34%2 M1TE..B`P<'0[(%!!1$1)3D6QE/3-$)T9/ M3E0M1D%-24Q9.B`G5&EM97,@3F5W(%)O;6%N)RPG#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P M=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C M:R`Q<'0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@ M,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED M.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T M>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY4;W1A;"!$969E M6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS+#,Q."PP,#`\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L M93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^ M(#PO=&%B;&4^(#PO9&EV/B`\+V1I=CX\=&%B;&4@8F]R9&5R/3-$,"!S='EL M93TS1"=W:61T:#HQ,#`E.R!T86)L92UL87EO=70Z9FEX960[)R!C96QL3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB M.3E?8F8Y9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#XG/&1I=B!S='EL93TS1"=-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`M M,35P="`P<'0@,'!T.R!0041$24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=( M5#H@,'!T.R!&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6%B;&4@86YD(&-O M;G9E2`R,#$S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@2`R,#$S/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[ M(%!!1$1)3D'0M8F]T M=&]M)SX@/&1I=CY.;W1E('!A>6%B;&4@:7-S=65D(&]N(%-E<'1E;6)E2`R,#$S/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG M/B`\=&0@2`Q+"`R,#$Q('1O(&$@;&%W(&9I M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO M='(^(#QT6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1) M3D'0M8F]T=&]M)SX@ M/&1I=CY4;W1A;#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXU-C`L.#6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D M/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^)SQS<&%N/CPO'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4 M.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[ M(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0G(&%L:6=N M/3-$8V5N=&5R/B`\=&%B;&4@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS-RPP,#`\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$V/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$ M)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CXR,#$W/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C8V5E9F8G/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#PO='(^(#QT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#PO='(^(#PO=&%B;&4^(#PO9&EV/B`\9&EV('-T>6QE/3-$)T-, M14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-) M6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/CPO9&EV/B`\ M+V1I=CX\=&%B;&4@8F]R9&5R/3-$,"!S='EL93TS1"=W:61T:#HQ,#`E.R!T M86)L92UL87EO=70Z9FEX960[)R!C96QL'0^)SQD:78@#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE#L@34%21TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$24Y' M+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P M<'0[(%!!1$1)3D'0M M8F]T=&]M)SX@/&1I=CXR,#$T/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)! M0TM'4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXS.2PP,#`\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXS+#`P,#PO9&EV/B`\+W1D/B`\ M=&0@#L@4$%$1$E.1RU224=(5#H@ M,'!T.R!&3TY4.B`Q,'!T+S$R<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9 M.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G M/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H.R!&3TY4 M+49!34E,63I4:6UE&5D.R<@8V5L;'-P86-I;F<],T0P(&-E;&QP861D:6YG/3-$,#X\='(^/'1D M/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P M="!4:6UE6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[0TQ%05(Z(&)O=&@G(&%L:6=N/3-$8V5N=&5R/CPO M9&EV/B`\9&EV('-T>6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I M;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ M(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X M.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA M;CM&3TY4+5-)6D4Z(#$P<'0G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS M1"=#3$5!4CIB;W1H.R!&3TY4+49!34E,63I4:6UE6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)T)!0TM'4D]53D0M0T], M3U(Z("-C8V5E9F8G/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#PO='(^(#QT6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE M/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY2:7-K+69R964@:6YT M97)E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@&5D.R<@8V5L;'-P86-I;F<],T0P(&-E M;&QP861D:6YG/3-$,#X\='(^/'1D/CPO=&0^/"]T6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4.B`Q,'!T+S$R<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE#L@ M34%21TE..B`P<'0[(%!!1$1)3D#L@34%21TE..B`M,35P="`P<'0@,'!T.R!0041$ M24Y'+4Q%1E0Z(#!P=#L@4$%$1$E.1RU224=(5#H@,'!T.R!&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4 M.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY3=&]C:R!P6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@65A6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY% M>'!E8W1E9"!V;VQA=&EL:71Y/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY!6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3LE/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W M:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-0 M04-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\+W1R/B`\='(@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA M>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^ M/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE6QE/3-$ M)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4 M+5-)6D4Z(#$P<'0G(&%L:6=N/3-$8V5N=&5R/CPO9&EV/B`\9&EV('-T>6QE M/3-$)T-,14%2.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM& M3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%. M4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@ M4$%$1$E.1RU,1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0G/B`F(S$V,#L\+V1I=CX@/&1I=B!S='EL93TS1"=#3$5!4CIB;W1H M.R!&3TY4+49!34E,63I4:6UE6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[($Q)3D4M2$5)1TA4.B!N;W)M86P[($9/3E0M4TE:13H@ M.'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L M9"<^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=( M5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF M;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SY686QU92!A=#QB6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A% M24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV M/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SXR,#$Q($=A:6X\8G(O M/B`H3&]S6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R M.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O;&0G(&-O;'-P86X] M,T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE:13H@-W!T)SY686QU M92!A=#QB6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z M(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O M;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE: M13H@-W!T)SXR,#$T($=A:6X\8G(O/B`H3&]S6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z M("-C8V5E9F8G/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXT-SDL.3$P M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,SDP+#,V.#PO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4 M+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXH.#@L,CDP/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-% M.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,C$L M.#4V/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R M87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXQ,2PT-CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z('=H M:71E)SX@/'1D('-T>6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I M=CY787)R86YT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[ M/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXQ+#8P-#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXH-"PV.#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z M(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT M6QE/3-$)U1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D'0M8F]T=&]M)SX@/&1I=CY787)R86YT6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXH-S,X/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN M;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXT M,"PT.#$\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXW,30\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA) M5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT M97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`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`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`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`U/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[ M(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ+#`W,2PX-#<\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@ M;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@ M5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^ M)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXH-2PU-S`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U M,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXS,2PS,S(\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXS,"PW-#`\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)T)!0TM'4D]53D0M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@ M4$%$1$E.1RU,1494.B`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@ M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F M=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^ M(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@ M6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O M;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$58 M5"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L M969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E4 M12U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI M=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@ M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@ M/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M0T],3U(Z("-C M8V5E9F8G/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXW.3`L-3DV/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=W:&ET M92US<&%C93IN;W=R87`[($)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B M;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)T)/4D1%4BU"3U14 M3TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH M,S8Y+#8T,CPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E M6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ-"PY-#8\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@ M=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S M<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`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`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[ M(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXQ,2PT-CD\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=I9'1H.C$P,"4[ M('1A8FQE+6QA>6]U=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D M9&EN9STS1#`^/'1R/CQT9#X\+W1D/CPO='(^/"]T86)L93X\6QE/3-$)T-,14%2 M.F)O=&@[($9/3E0M1D%-24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z M(#$P<'0[4$%$1$E.1RU"3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO M;F4[(%1%6%0M24Y$14Y4.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU, M1494.B`T<'@[(%!!1$1)3D6QE/3-$)T-,14%2.F)O=&@[($9/3E0M1D%- M24Q9.E1I;65S($YE=R!2;VUA;CM&3TY4+5-)6D4Z(#$P<'0[4$%$1$E.1RU" M3U143TTZ(#-P=#L@5$585"U44D%.4T9/4DTZ(&YO;F4[(%1%6%0M24Y$14Y4 M.B`R,'!X.R!-05)'24XZ(#!P=#L@4$%$1$E.1RU,1494.B`T<'@[(%!!1$1) M3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%!!1$1)3D6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($Q)3D4M2$5) M1TA4.B!N;W)M86P[($9/3E0M4TE:13H@.'!T.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M.R!&3TY4+5=%24=(5#H@8F]L9"<^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L.R!&3TY4+5-)6D4Z M(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D].5"U714E'2%0Z(&)O M;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE/3-$)T9/3E0M4TE: M13H@-W!T)SY686QU92!A=#QB6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S M;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!,24Y%+4A%24=(5#H@;F]R;6%L M.R!&3TY4+5-)6D4Z(#AP=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;3L@1D]. M5"U714E'2%0Z(&)O;&0G(&-O;'-P86X],T0S/B`\9&EV/CQF;VYT('-T>6QE M/3-$)T9/3E0M4TE:13H@-W!T)SXR,#$S/&)R+SX@1V%I;B`H3&]S6QE/3-$)T)!0TM' M4D]53D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXT-SDL.3$P/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=(251% M+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXH,SDP+#,V.#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT M9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=. M.B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH.#@L,CDP/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q) M1TXZ(&QE9G0[(%=(251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/BDF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@ M/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXH,C$L.#4V/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=W:&ET92US<&%C93IN;W=R87`[(%1%6%0M04Q)1TXZ(&QE9G0[(%=( M251%+5-004-%.B`[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/BDF M(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ M+#8P-#PO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH-"PV M.#D\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXT,"PT,3D\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=4 M15A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXQ+#8R-#PO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXY,3`\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T M=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`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`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$ M15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E4 M12U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W M:&ET92`Q<'0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@ M,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L M969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!W:&ET92`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E4 M12U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/"]T6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q) M1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D52 M5$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^ M(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%, M24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$ M)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!! M0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D M:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%, M+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@ M6QE/3-$)U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$U,3L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E' M3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O M;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#PO='(^(#QT6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE M/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I M9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A M<#L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B M;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1% M6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV M/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH-2PU-S`\+V1I=CX@ M/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q) M1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE M9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV M/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[ M(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\ M+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)T)!0TM'4D]5 M3D0M0T],3U(Z(')G8B@R,#0L,C,X+#(U-2DG/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#LF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ M(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXU.3(\+V1I M=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$58 M5"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"=415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG M/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$ M)U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT M.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXV+#6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXV+#`X,SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)U1%6%0M M04Q)1TXZ(&-E;G1E6QE/3-$)U1%6%0M04Q)1TXZ(')I9VAT.R!615)4 M24-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXV,S$\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=415A4+4%,24=. M.B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P M.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1) M0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)!0TM'4D]53D0M M0T],3U(Z('=H:71E)SX@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U)3D1%3E0Z(#!P=#L@4$%$1$E.1RU,1494 M.B`Q,'!T.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CY787)R86YT M6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1% M4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E M+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED M.R!415A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF M(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM M04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S M='EL93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!4 M15A4+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E' M3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE M/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E' M3CH@8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L M86-K(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E M.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4 M+4%,24=..B!L969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@ M8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$ M)T)/4D1%4BU"3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@ M8V5N=&5R.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\ M+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K M(#%P="!S;VQI9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ M(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS M1"="3U)$15(M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@ M0D]21$52+4)/5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L M969T.R!72$E412U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@ M/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU" M3U143TTZ('=H:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!6 M15)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T M9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI M9#L@5$585"U!3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^ M(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M M0D]45$]-.B!B;&%C:R`Q<'0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/ M5%1/33H@=VAI=&4@,7!T('-O;&ED.R!415A4+4%,24=..B!L969T.R!72$E4 M12U34$%#13H@.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V M,#L\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#%P="!S;VQI9#L@5$585"U!3$E'3CH@8V5N=&5R.R!615)424-!3"U! M3$E'3CH@8F]T=&]M)SX@/&1I=CXF(S$V,#L\+V1I=CX@/"]T9#X@/'1D('-T M>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@5$585"U! M3$E'3CH@;&5F=#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q M-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!B M;&%C:R`Q<'0@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P M="!S;VQI9#L@5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#%P="!S;VQI9#L@ M5$585"U!3$E'3CH@6QE/3-$)T)/4D1%4BU"3U143TTZ M('=H:71E(#-P="!D;W5B;&4[(%1%6%0M24Y$14Y4.B`P<'0[(%!!1$1)3D6QE/3-$)T)/4D1%4BU"3U143TTZ('=H M:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ('=H:71E(#-P="!D M;W5B;&4[(%1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=H M:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O M=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E# M04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^*28C,38P.SPO9&EV/B`\+W1D/B`\ M=&0@6QE/3-$)T)/4D1%4BU" M3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&QE9G0[(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B0\+V1I=CX@/"]T9#X@/'1D M('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[(%1% M6%0M04Q)1TXZ(')I9VAT.R!615)424-!3"U!3$E'3CH@8F]T=&]M)SX@/&1I M=CXQ+#`W,2PX-#<\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)W=H:71E+7-P M86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@ M5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q) M1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL M93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%, M24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C M,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)T)/ M4D1%4BU"3U143TTZ('=H:71E(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$)T)/4D1%4BU"3U143TTZ(&)L86-K(#-P="!D;W5B;&4[ M(%1%6%0M04Q)1TXZ(&QE9G0[(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\ M9&EV/B0\+V1I=CX@/"]T9#X@/'1D('-T>6QE/3-$)T)/4D1%4BU"3U143TTZ M(&)L86-K(#-P="!D;W5B;&4[(%1%6%0M04Q)1TXZ(')I9VAT.R!615)424-! M3"U!3$E'3CH@8F]T=&]M)SX@/&1I=CXH,34Q+#$Q-SPO9&EV/B`\+W1D/B`\ M=&0@6QE M/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@ M,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@ M5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO M=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U M8FQE.R!415A4+4%,24=..B!C96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T M;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO M=W)A<#L@0D]21$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U! M3$E'3CH@;&5F=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O M='1O;2<^(#QD:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"=" M3U)$15(M0D]45$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C M96YT97([(%9%4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO M9&EV/B`\+W1D/B`\=&0@6QE/3-$)W=H:71E+7-P86-E.FYO=W)A<#L@0D]2 M1$52+4)/5%1/33H@=VAI=&4@,W!T(&1O=6)L93L@5$585"U!3$E'3CH@;&5F M=#L@5TA)5$4M4U!!0T4Z(#L@5D525$E#04PM04Q)1TXZ(&)O='1O;2<^(#QD M:78^)B,Q-C`[/"]D:78^(#PO=&0^(#QT9"!S='EL93TS1"="3U)$15(M0D]4 M5$]-.B!W:&ET92`S<'0@9&]U8FQE.R!415A4+4%,24=..B!C96YT97([(%9% M4E1)0T%,+4%,24=..B!B;W1T;VTG/B`\9&EV/B8C,38P.SPO9&EV/B`\+W1D M/B`\=&0@6QE/3-$)W=I9'1H.C$P,"4[('1A8FQE+6QA>6]U M=#IF:7AE9#LG(&-E;&QS<&%C:6YG/3-$,"!C96QL<&%D9&EN9STS1#`^/'1R M/CQT9#X\+W1D/CPO='(^/"]T86)L93X\'0O:F%V87-C3X-"B`@("`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`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA&EM=6T@6TUE M;6)E'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2P@4&5R:6]D($EN8W)E87-E("A$96-R96%S92D\+W1D/@T*("`@ M("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N(&]F($EN=&%N9VEB;&4@07-S971S M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`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`@("`@("`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`@("`@("`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`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`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`N,#$@*'1H92!#;VUM;VX@4W1O8VL@*2P@:6X@ M86-C;W)D86YC92!W:71H('1H92!T97)M&EM871E;'D@,C(N,B4@;W)I9VEN86P@:7-S=64@9&ES8V]U;G0I M("AT:&4@26YV97-T;W(@0V]N=F5R=&EB;&4@3F]T97,@3V9F97)I;F'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'1U86PI("A54T0@)"D\8G(^/"]S=')O M;F<^/"]T:#X-"B`@("`@("`@/'1H(&-L87-S/3-$=&@@8V]L'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!)7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`@("`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`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!3:&%R92UB87-E9"!087EM96YT($%W87)D(%M,:6YE M($ET96US73PO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO6UE;G0@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`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`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO2!3:&%R M92U"87-E9"!087EM96YT($%W87)D+"!&86ER(%9A;'5E($%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M6UE;G0@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!3:&%R92U"87-E9"!087EM96YT($%W87)D+"!&86ER(%9A;'5E($%S M'!E8W1E9"!6;VQA=&EL:71Y(%)A=&4L($UA>&EM=6T\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!$97-C'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)U1H92!# M;VUP86YY(&-O;7!I;&5D(&AI'0^)SQS<&%N/CPO2!C;VUP:6QE M9"!H:7-T;W)I8V%L('9O;&%T:6QI=&EE'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N(&]F(&1E8G0@9&ES8V]U;G0\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S(T(&UO;G1H'0^ M)S(T(&UO;G1H'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO2!$871E/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO2!)'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!2871E/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`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`Q+#DR,"PP,#`@&ES=&EN9R!S M:&%R96AO;&1E7,@9G5L;'D@9&EL=71E9"!S:&%R97,@;V8@8V]M;6]N('-T M;V-K('=A2`Q+C(U-#4@=&\@87)R:79E(&%T(#$U+#DT,BPV,#2`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`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO2!D:79I9&EN9R!T:&4@2!T:&4@8V]N=F5R2!I&-L=61E9"!U;F1E&ES=&EN9R!C;VYV97)S:6]N('!R:6-E(&9O2!S=&]C:R!E>&-H M86YG93QS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R M8VES92!/9B!#;VUM;VX@4W1O8VL@5V%R'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!O9B!S=6-H(&]P M=&EO;G,@86YD('=A7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'1U86PI("A54T0@)"D\8G(^/"]S=')O;F<^/"]T:#X-"B`@ M("`@("`@/'1H(&-L87-S/3-$=&@^2G5N+B`S,"P@,C`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`@("`@("`@/'1H M(&-L87-S/3-$=&@@8V]L"!#'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!;365M8F5R73PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^)SQS<&%N/CPO69O'0^)SQS<&%N/CPO"!#'0^)SQS<&%N M/CPO69O'0O:F%V87-C3X- M"B`@("`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`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G1S M($]F($YO=&5S(%!A>6%B;&4@1'5E($EN(%EE87(@5'=O/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4@27-S=65D(%1H'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO6%B;&4@27-S=65D($1A=&4\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^4V5P(#(Q+`T*"0DR M,#$P/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`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`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\U-&5B-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB M.3E?8F8Y9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA'1U86PI("A54T0@)"D\8G(^/"]S=')O;F<^/"]T M:#X-"B`@("`@("`@/'1H(&-L87-S/3-$=&@@8V]L2!3=6)J96-T('1O(&]R($%V M86EL86)L92!F;W(@3W!E'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)S4@>65A'0^)S4@>65A3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\U-&5B M-60V95]D.34R7S0Y-#%?.6(Y.5]B9CED83%A-CED96,-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO-31E8C5D-F5?9#DU,E\T.30Q7SEB.3E?8F8Y M9&$Q838Y9&5C+U=O'0O:'1M;#L@8VAA2!3:&%R92UB87-E9"!087EM96YT($%W87)D M(%M,:6YE($ET96US73PO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES92!P'0^)SQS<&%N/CPO'!E8W1E9"!L:69E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)S8@;6]N=&AS/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)S(@>65A'!E8W1E9"!V;VQA M=&EL:71Y/"]T9#X-"B`@("`@("`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`@("`@("`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`S,2P@,C`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`D-S4L,#`P(&%F=&5R('1H92!#;VUP86YY('-U M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@4'5R'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7,@6EN9R!F:6YA;F-I;F<@6UE;G0@'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO2!P'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^1F5B(#(X+`T*"0DR M,#$T/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6%B;&4\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!W:71H('1H92!33TL@3F]T92P@ M=&AE(%-/2R!787)R86YT(&%N9"!T:&4@4T]+($-O;G9E&EM871E;'D@,C(N,B4@ M;W)I9VEN86P@:7-S=64@9&ES8V]U;G0I("AT:&4@4T]+($-O;G9E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0@0FQO8VL@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65R($1I7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA2P@4V5T=&QE;65N="!!9W)E96UE;G0L(%1E2!R86ES97,@ M)#(@;6EL;&EO;B!O'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\>&UL('AM;&YS.F\],T0B=7)N.G-C:&5M87,M;6EC M'1087)T7S4T96(U C9#9E7V0Y-3)?-#DT,5\Y8CDY7V)F.61A,6$V.61E8RTM#0H` ` end XML 26 R43.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RENT OBLIGATION (Details Textual) (USD $)
    		 3 Months Ended 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Property Subject to or Available for Operating Lease [Line Items]            
    Operating Leases, Rent Expense $ 15,447 $ 15,173 $ 33,056 $ 35,159 $ 61,150 $ 45,961
    Lease Expiration Date     Jan. 31, 2018   Jan. 31, 2018  
    Lessee Leasing Arrangements, Operating Leases, Term of Contract     5 years   5 years  

    XML 27 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Summary Of Significant Accounting Policy [Line Items]      
    Total $ 247,396 $ 175,019 $ 12,258
    Less: Accumulated depreciation 42,738 16,909 8,737
    Total Fixed Assets, Net 204,658 158,110 3,521
    Computers and office equipment [Member]
    		      
    Summary Of Significant Accounting Policy [Line Items]      
    Total 126,234 61,505 12,258
    Leasehold Improvements [Member]
    		      
    Summary Of Significant Accounting Policy [Line Items]      
    Total 23,874 23,614  
    Manufacturing Tooling [Member]
    		      
    Summary Of Significant Accounting Policy [Line Items]      
    Total $ 97,288 $ 89,900  
    XML 28 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Summary Of Significant Accounting Policy [Line Items]      
    Finished goods $ 88,285 $ 56,818 $ 91,008
    Raw materials 230,092 18,603 39,543
    Work-In-Process 42,286 46,754 14,658
    Total $ 360,663 $ 122,175 $ 145,209
    XML 29 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details) (USD $)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2009
    Dec. 31, 2008
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
    Stock price   $ 0.35 $ 0.35  
    Exercise price   $ 0.769 $ 0.46  
    Expected life   6 months 2 years 6 months  
    Expected volatility 59.00% 54.00% 63.00%  
    Assumed dividend rate 0.00% 0.00%   0.00%
    Risk-free interest rate - Minimum 0.13% 0.13%   2.00%
    Risk-free interest rate - Maximum 2.97% 2.97%   4.50%
    Minimum [Member]
    		        
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
    Stock price $ 0.06      
    Exercise price $ 0.01      
    Expected life 2 years     2 years 6 months
    Maximum [Member]
    		        
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
    Stock price $ 0.50      
    Exercise price $ 0.325      
    Expected life 6 years 6 months     7 years 6 months
    XML 30 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $)
    		 0 Months Ended 1 Months Ended 2 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 140 Months Ended 146 Months Ended 2 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 1 Months Ended 6 Months Ended 146 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
    Mar. 15, 2013
    Oct. 31, 2013
    Sep. 30, 2013
    May 31, 2013
    Apr. 30, 2013
    Sep. 30, 2013
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2012
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2002
    Dec. 31, 2013
    Jun. 30, 2014
    Sep. 30, 2013
    Minimum [Member]
    Sep. 30, 2013
    Maximum [Member]
    Jun. 30, 2014
    Computers and office equipment [Member]
    Minimum [Member]
    Dec. 31, 2013
    Computers and office equipment [Member]
    Minimum [Member]
    Jun. 30, 2014
    Computers and office equipment [Member]
    Maximum [Member]
    Dec. 31, 2013
    Computers and office equipment [Member]
    Maximum [Member]
    Jun. 30, 2014
    Leasehold Improvements [Member]
    Dec. 31, 2013
    Leasehold Improvements [Member]
    Jun. 30, 2014
    Manufacturing Tooling [Member]
    Minimum [Member]
    Dec. 31, 2013
    Manufacturing Tooling [Member]
    Minimum [Member]
    Jun. 30, 2014
    Manufacturing Tooling [Member]
    Maximum [Member]
    Dec. 31, 2013
    Manufacturing Tooling [Member]
    Maximum [Member]
    Feb. 04, 2014
    Series A Convertible Preferred Stock [Member]
    Jun. 30, 2014
    Series A Convertible Preferred Stock [Member]
    Jun. 30, 2014
    Series A Convertible Preferred Stock [Member]
    Dec. 31, 2013
    Subsequent Event [Member]
    Jul. 31, 2014
    Subsequent Event [Member]
    SOK Partners, LLC, [Member]
    Jul. 31, 2014
    Subsequent Event [Member]
    Investor [Member]
    Dec. 31, 2013
    Subsequent Event [Member]
    Series A Convertible Preferred Stock [Member]
    Summary Of Significant Accounting Policy [Line Items]                                                                        
    Stockholders' Equity, Period Increase (Decrease)                         $ 2,337,000     $ 6,956,000 $ 9,104,000                                      
    Debt Instrument, Increase (Decrease) for Period, Net                         1,823,000     3,935,000 4,060,000                                      
    Research and Development Expense               131,285 75,264 249,636 133,541   235,000 15,000                                            
    Amortization of Intangible Assets                         140,588                                              
    Property, Plant and Equipment, Useful Life                                       3 years 3 years 7 years 7 years 5 years 5 years 3 years 3 years 7 years 7 years              
    Stock Issued During Period, Value, New Issues                             5,000                             2,055,000   2,055,000       2,055,000
    Stock Issued During Period, Shares, New Issues       357,163 1,041,622                                                   20,550         20,550
    Preferred Stock, Par or Stated Value Per Share                                                                       $ 0.01
    Warrants Issued To Purchase Common Stock                     444,444                                           1,600,000      
    Common Stock, Par or Stated Value Per Share $ 0.01     $ 0.01       $ 0.01   $ 0.01     $ 0.01 $ 0.01   $ 0.01 $ 0.01                               $ 0.01      
    Preferred Stock Conversion Price, Per Share                                                                       $ 0.26
    Exercisable Price Of Warrants                                                                 $ 0.325      
    Warrants Expiration                                                                 five years      
    Proceeds from Issuance or Sale of Equity, Total                       3,000,000   3,000,000                                     2,055,000      
    Percentage Of Additional Warrants Issued To Purchase Common Stock                                                                 30.00%      
    Convertible Preferred Stock, Terms of Conversion                   Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the New Issuance Price), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange                                             Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the New Issuance Price), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange      
    Beneficial Ownership Limitation, Percentage                   4.99%                                             4.99%      
    Preferred Shareholders, Receivable, Upon Any Liquidation, Description                   an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends                                             an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends      
    Warrants Exercise Price $ 0.08 $ 0.25   $ 0.10   $ 0.10 $ 0.18                     $ 0.15 $ 0.46                           $ 0.26      
    Request To Issue Common Stock, Shares, To Group Of Partnership And Individuals During Period     4,993,814                                                                  
    Cashless Exercise Of Stock Purchase Warrants, Total     6,184,412                                                                  
    Common Stock, Shares, Outstanding, Requested To Issue To Group Of Partnership And Individuals                         1,264,988     1,264,988                                        
    Advertising Expense               $ 1,250   $ 7,793                                                    
    Securities Purchase Agreement Terms                                                                   a senior convertible note, in an original principal amount of $122,196 (the SOK Note), which SOK Note shall be convertible into a certain amount of shares (the SOK Conversion Shares) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the SOK Warrant) to initially acquire up to 407,318 additional shares of Common Stock (the SOK Warrant Shares, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the SOK Securities). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the SOK Convertible Notes Offering). (i) a senior convertible note, in an original principal amount of $610,978 (the Investor Note), which Investor Note shall be convertible into a certain amount of shares (the Investor Conversion Shares) of the Companys common stock, par value $0.01 (the Common Stock ), in accordance with the terms of the Investor Note, and (ii) a warrant (the Investor Warrant) to initially acquire up to 2,036,593 additional shares of Common Stock (the Investor Warrant Shares, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the Investor Securities). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the Investor Convertible Notes Offering).  
    XML 31 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
    DEVELOPMENT STAGE OPERATIONS (Details Textual) (USD $)
    		 1 Months Ended 140 Months Ended 147 Months Ended
    Nov. 30, 2012
    Jan. 31, 2011
    Dec. 31, 2010
    Sep. 30, 2010
    Jun. 30, 2010
    Oct. 31, 2009
    Dec. 31, 2013
    Aug. 04, 2014
    Development stage operation [Line Items]                
    Common Stock, Shares, Issued             219,937,619 222,975,766
    Equity Issuance Per Share Amount $ 0.10 $ 0.20 $ 0.084 $ 0.18 $ 0.46 $ 0.65 $ 1.67 $ 1.67
    XML 32 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Accounting Policies [Abstract]    
    Significant Accounting Policies [Text Block]

    NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Nature of Operations and Continuance of Operations

    BioDrain Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.
    The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
    Since inception to June 30, 2014, the Company has raised approximately $9,104,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $4,060,000 in debt financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

    Recent Accounting Developments

    In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification (“ASC”), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.
    In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.
    In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation” providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.
    We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.

    Valuation of Intangible Assets

    We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles — Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made.
    Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.

    Accounting Policies and Estimates

    The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

    Presentation of Taxes Collected from Customers

    Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

    Shipping and Handling

    Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.

    Advertising

    Advertising costs are expensed as incurred. Advertising expenses were $1,250 and $7,793 in the three and six months ended June 30, 2014 and there were no advertising expenses in the three and six months ended June 30, 2013.

    Research and Development

    Research and development costs are charged to operations as incurred. Research and development expenses were $131,285 and $249,636 in the three and six months ended June 30, 2014 and $75,264 and $133,541 for June 30, 2013.

    Revenue Recognition

    The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition.
    Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution and filters may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution and filters from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.

    Receivables

    Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.
     

    Inventories

    Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:
     
     
     
     
     
    June 30, 2014
     
    December 31,
    2013
    Finished goods
     
    $
    88,285
     
     
    $
    56,818
     
    Raw materials
     
     
    230,092
     
     
     
    18,603
     
    Work-In-Process
     
     
    42,286
     
     
     
    46,754
     
    Total
     
    $
    360,663
     
     
    $
    122,175
     

    Property and Equipment

    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:
     
     
     
     
    Years
    Computers and office equipment
     
     
    3 – 7
     
    Leasehold improvements
     
     
    5
     
    Manufacturing tooling
     
     
    3 – 7
     
    The Company’s investment in Fixed Assets consists of the following:
     
     
     
     
    June 30,
    2014
     
    December 31,
    2013
    Computers and office equipment
     
    $
    126,234
     
     
    $
    61,505
     
    Leasehold improvements
     
     
    23,874
     
     
     
    23,614
     
    Manufacturing tooling
     
     
    97,288
     
     
     
    89,900
     
    Total
     
     
    247,396
     
     
     
    175,019
     
    Less: Accumulated depreciation
     
     
    42,738
     
     
     
    16,909
     
    Total Fixed Assets, Net
     
    $
    204,658
     
     
    $
    158,110
     
     
     
     
    Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

    Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.

    Income Taxes

    The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
    The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.
    Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.

    Patents and Intellectual Property

    On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.
    Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.

    Subsequent Events

    On July 23, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Investor Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $610,978 (the “Investor Note”), which Investor Note shall be convertible into a certain amount of shares (the “Investor Conversion Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock ”), in accordance with the terms of the Investor Note, and (ii) a warrant (the “Investor Warrant”) to initially acquire up to 2,036,593 additional shares of Common Stock (the “Investor Warrant Shares”, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the “Investor Securities”). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the “Investor Convertible Notes Offering”).
    On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $122,196 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”).
    See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of the above transactions.

    Interim Financial Statements

    The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company’s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on March 27, 2014. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

    NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Nature of Operations and Continuance of Operations

    Skyline Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.
    The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
    Since inception to December 31, 2013, the Company raised approximately $6,956,000 in equity and $3,935,000 in debt financing, including $2,337,000 in equity and $1,823,000 in convertible debt in 2013. In 2014, the Company has completed a private offering of units of preferred stock and warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

    Recent Accounting Developments

    We reviewed all significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.

    Valuation of Intangible Assets

    We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles — Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made.
    Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.

    Accounting Policies and Estimates

    The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

    Presentation of Taxes Collected from Customers

    Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

    Shipping and Handling

    Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.

    Advertising

    Advertising costs are expensed as incurred. There were no advertising expenses for 2013 and 2012.

    Research and Development

    Research and development costs are charged to operations as incurred. Research and development costs were approximately $235,000 and $15,000 for 2013 and 2012, respectively.

    Revenue Recognition

    The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 — Revenue Recognition.
    Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution kits. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution  kits may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and cleaning solution  kits from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.

    Receivables

    Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.

    Inventories

    Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:
      
     
     
    December 31,
    2013
     
    December 31,
    2012
    Finished goods
     
    $
    56,818
     
     
    $
    91,008
     
    Raw materials
     
     
    18,603
     
     
     
    39,543
     
    Work-In-Process
     
     
    46,754
     
     
     
    14,658
     
    Total
     
    $
    122,175
     
     
    $
    145,209
     
     

    Property and Equipment

    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:
     
     
    Years
    Computers and office equipment
     
     
    3 – 7
     
    Leasehold improvements
     
     
    5
     
    Manufacturing Tooling
     
     
    3 – 7
     
     
    The Company’s investment in Fixed Assets consists of the following:
     
    December 31,
    2013
     
    December 31,
    2012
    Computers and office equipment
     
    $
    61,505
     
     
    $
    12,258
     
    Leasehold Improvements
     
     
    23,614
     
     
     
      
     
    Manufacturing Tooling
     
     
    89,900
     
     
     
      
     
    Total
     
     
    175,019
     
     
     
    12,258
     
    Less: Accumulated Depreciation
     
     
    16,909
     
     
     
    8,737
     
    Total Fixed Assets, Net
     
    $
    158,110
     
     
    $
    3,521
     
    Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

    Intangible Assets

    Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.

    Income Taxes

    The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
    The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.
    Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.

    Patents and Intellectual Property

    On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.
    Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.

    Subsequent Events

    Sale of Convertible Preferred Stock and Warrants. In February 2014, we raised $2,055,000 less offering expenses from a private place of convertible preferred stock. As of February 4, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement with certain investors (the “Purchasers”) pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”), and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”). The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. The closing of the sale of the Preferred Shares and Warrants (collectively, the “Securities”) occurred as of February 4, 2014 (the “Closing”). If the Company’s Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares purchased by each Purchaser purchased are convertible.
    The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing of the offering, and to use commercially reasonable efforts to have the registration statement declared effective within 105 days if there is no review by the Securities and Exchange Commission, and within 150 days in the event of such review.
    The Securities were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.
    The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.
    The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.26 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY® Automated Surgical Fluid Disposal Systems, then, the number of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.
    Settlement with Group of Warrantholders. In September 2013, the Company received a request to issue 4,993,814 shares of its common stock to a group of partnerships and individuals in connection with the cashless exercise of stock purchase warrants covering a total of 6,184,412 shares. In processing the exercise, the Company commenced an internal investigation regarding the warrants and withheld delivery of the certificates for a substantial majority of the shares, pending the outcome of the investigation.
    After investigation, the Company disagreed with the group’s position that all of such shares should be delivered in connection with the exercise. Following negotiations, effective March 3, 2014, the Company and the group entered into a settlement agreement that resulted in, among other things, a net reduction of 1,264,988 shares. This reduction is reflected as outstanding on the balance sheet as of December 31, 2013.
    XML 33 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details) (USD $)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2011
    Dec. 31, 2010
    Dec. 31, 2009
    Dec. 31, 2008
    Dec. 31, 2007
    Dec. 31, 2006
    Stock Option [Member]
    		                  
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
    Outstanding Number Of Shares 28,929,398 [1] 12,663,566 [1] 5,797,611 [1] 3,498,218 [1] 1,496,174 [1] 1,291,174 [1] 47,882 [1] 41,898 [1] 17,956 [1]
    Issued - Number of Shares 5,115,061 17,986,157 [1] 9,514,286 [1] 2,483,334 [1] 2,210,000 [1] 205,000 [1] 1,243,292 [1] 5,984 [1] 23,942 [1]
    Expired - Number of Shares (495,768) (1,159,995) [1] (2,235,368) [1] (83,941) [1] (207,956) [1]        
    Exercised - Number of shares (345,187) (560,330) [1] (412,963) [1] (100,000) [1]          
    Outstanding Number Of Shares 33,203,504 28,929,398 [1] 12,663,566 [1] 5,797,611 [1] 3,498,218 [1] 1,496,174 [1] 1,291,174 [1] 47,882 [1] 41,898 [1]
    Outstanding - Average Exercise Price $ 0.09 [1] $ 0.09 [1] $ 0.11 [1] $ 0.19 [1] $ 0.27 [1] $ 0.26 [1] $ 1.67 [1] $ 1.67 [1] $ 1.67 [1]
    Issued - Average Exercise Price $ 0.11 $ 0.09 [1] $ 0.08 [1] $ 0.01 [1] $ 0.17 [1] $ 0.37 [1] $ 0.2 [1] $ 1.67 [1] $ 1.67 [1]
    Expired - Average Exercise Price $ 0.34 $ 0.24 [1] $ 0.11 [1] $ 0.73 [1] $ 0.43 [1]        
    Exercised - Average Exercise Price $ 0.02 $ 0.01 [1] $ 0.01 [1] $ 0.01 [1]          
    Outstanding - Average Exercise Price $ 0.10 $ 0.09 [1] $ 0.09 [1] $ 0.11 [1] $ 0.19 [1] $ 0.27 [1] $ 0.26 [1] $ 1.67 [1] $ 1.67 [1]
    Warrant [Member]
    		                  
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
    Outstanding Number Of Shares 34,643,829 [1] 35,132,136 [1] 26,882,251 [1] 10,670,925 [1] 7,372,813 [1] 5,184,511 [1] 121,278 [1] 92,776 [1] 20,950 [1]
    Issued - Number of Shares 2,133,812 25,739,682 [1] 11,688,166 [1] 18,222,243 [1] 3,435,662 [1] 2,188,302 [1] 5,075,204 [1] 28,502 [1] 71,826 [1]
    Expired - Number of Shares (4,171,733) (8,326,862) [1] (3,366,455) [1] (2,010,917) [1] (8,979) [1]   (11,971) [1]    
    Exercised - Number of shares (2,220,831) (17,901,127) [1] (71,826) [1]   (128,571) [1]        
    Outstanding Number Of Shares 30,385,077 34,643,829 [1] 35,132,136 [1] 26,882,251 [1] 10,670,925 [1] 7,372,813 [1] 5,184,511 [1] 121,278 [1] 92,776 [1]
    Outstanding - Average Exercise Price $ 0.14 [1] $ 0.13 [1] $ 0.23 [1] $ 0.44 [1] $ 0.49 [1] $ 0.45 [1] $ 1.04 [1] $ 1.25 [1] $ 2.62 [1]
    Issued - Average Exercise Price $ 0.27 $ 0.12 [1] $ 0.15 [1] $ 0.14 [1] $ 0.34 [1] $ 0.65 [1] $ 0.45 [1] $ 0.35 [1] $ 0.85 [1]
    Expired - Average Exercise Price $ 0.16 $ 0.18 [1] $ 0.50 [1] $ 0.48 [1] $ 1.67 [1]   $ 3.76 [1]    
    Exercised - Average Exercise Price $ 0.13 $ 0.11 [1] $ 0.01 [1]   $ 0.46 [1]        
    Outstanding - Average Exercise Price $ 0.15 $ 0.14 [1] $ 0.13 [1] $ 0.23 [1] $ 0.44 [1] $ 0.49 [1] $ 0.45 [1] $ 1.04 [1] $ 1.25 [1]
    [1] Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    XML 34 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LONG-TERM DEBT (Details) (USD $)
    Dec. 31, 2013
    Dec. 31, 2012
    Debt Instrument [Line Items]    
    Total $ 0 $ 560,874
    Less amount due within one year 0 471,574
    Long-Term Debt 0 89,300
    Note Payable Issued One [Member]
    		    
    Debt Instrument [Line Items]    
    Total 0 100,000
    Note Payable Issued Two [Member]
    		    
    Debt Instrument [Line Items]    
    Total 0 200,000
    Note Payable Issued Three [Member]
    		    
    Debt Instrument [Line Items]    
    Total 0 16,800
    Note Payable Issued Four [Member]
    		    
    Debt Instrument [Line Items]    
    Total 0 32,000
    Note Payable Issued Five [Member]
    		    
    Debt Instrument [Line Items]    
    Total 0 89,300
    Note Payable Issued Six [Member]
    		    
    Debt Instrument [Line Items]    
    Total $ 0 $ 122,774
    XML 35 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
    BALANCE SHEETS (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Current Assets:      
    Cash $ 40,151 $ 101,953 $ 13,139
    Accounts Receivable 149,640 97,245 39,711
    Inventories 360,663 122,175 145,209
    Prepaid Expense and other assets 149,524 60,588 27,409
    Total Current Assets 699,977 381,961 225,468
    Fixed Assets, net 204,658 158,110 3,521
    Intangibles, net 68,137 53,355 140,588
    Total Assets 972,772 593,426 369,577
    Current Liabilities:      
    Current portion of convertible debt, net of discounts of $0 and $21,138 (See Note 6)   0 1,081,187
    Accounts payable 1,625,330 1,062,108 733,595
    Accrued expenses 2,194,486 2,057,957 1,599,519
    Short-term note payable 81,124 280,000 0
    Deferred Revenue 5,000 69,000 0
    Total Current Liabilities 3,905,940 3,469,065 3,414,301
    Long-term debt and convertible debt, net of discounts of $0 and $0 (See Note 6)   0 89,300
    Accrued Expenses 290,344 331,216 0
    Liability for equity-linked financial instruments 130 11,599 169,179
    Total Liabilities 4,196,414 3,811,880 3,672,780
    Commitments and Contingencies 0 0 0
    Stockholders' Deficit:      
    Common stock value 2,228,700 2,199,376 1,042,473
    Additional paid-in capital 26,647,135 23,279,585 14,945,435
    Deficit accumulated during development stage (32,099,683) (28,697,415) (19,291,111)
    Total Stockholders' Deficit (3,223,642) (3,218,454) (3,303,203)
    Total Liabilities and Stockholders' Deficit 972,772 593,426 369,577
    Series A Preferred Stock [Member]
    		      
    Stockholders' Deficit:      
    Series A Convertible Preferred Stock, $.01 par value, $100 Stated Value, 40,000 authorized, 20,550 outstanding $ 206 $ 0  
    XML 36 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details 1) (USD $)
    		 3 Months Ended 9 Months Ended 12 Months Ended
    Sep. 30, 2010
    Jun. 30, 2010
    Mar. 31, 2010
    Dec. 31, 2009
    Sep. 30, 2009
    Jun. 30, 2009
    Sep. 30, 2010
    Dec. 31, 2009
    Dec. 31, 2008
    Class of Warrant or Right [Line Items]                  
    Initial Value $ 31,506 $ 31,332 $ 25,553 $ 12,698 $ 39,743 $ 169,854   $ 702,205 $ 479,910
    Annual Gain (Loss)       617 (738) 20,847 (369,642)   (390,368)
    Total             790,596    
    Value At 2009 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Initial Value       12,081 40,481 149,007   1,071,847 870,278
    Total             1,071,847    
    Value At 2010 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Initial Value 10,615 592 539 28 62 1,604     1,506
    Total             14,946    
    Gain Loss 2010 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Annual Gain (Loss) 20,891 30,740 25,014 12,053 40,419 147,403     868,772
    Total             1,145,292    
    Value At 2011 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Initial Value 54,775 6,714 6,109 752 1,624 6,293     89,796
    Total             166,063    
    Gain Loss 2011 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Annual Gain (Loss) (44,160) (6,122) (5,570) (724) (1,562) (4,689)     (88,290)
    Total             (151,117)    
    Value At 2012 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Initial Value 53,437 631 2,408 337 714 0     111,652
    Total             169,179    
    Gain Loss 2012 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Annual Gain (Loss) 1,338 6,083 3,701 415 910 6,293     (21,856)
    Total             (3,116)    
    Value At 2013 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Initial Value 0 0 0 0 0 0     11,599
    Total             11,599    
    Gain Loss 2013 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Annual Gain (Loss) 53,437 631 2,408 337 714 0     100,053
    Total             157,580    
    Value At 2014 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Total 0 0 0 0 0 0 130   130
    Gain Loss 2014 [Member]
    		                  
    Class of Warrant or Right [Line Items]                  
    Annual Gain (Loss) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 11,469   $ 11,469
    XML 37 R6.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] (USD $)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2011
    Dec. 31, 2010
    Dec. 31, 2009
    Dec. 31, 2008
    Dec. 31, 2007
    Dec. 31, 2006
    Dec. 31, 2005
    Dec. 31, 2004
    Dec. 31, 2003
    Dec. 31, 2002
    Issuance of common stock to Founders , par value                         $ 0.0167
    Issuance of common stock new issues, par value             $ 0.35           $ 1.67
    Issuance of common stock, compensation for loan guarantees by management, par value                   $ 0.0167   $ 0.0167  
    Issuance of common stock, investment including finders fee, par value                       $ 1.67  
    Issuance of common stock, payment of patent legal fees, par value                     $ 0.0167    
    Issuance of common stock, vendor contractual consideration, par value                 $ 0.0167        
    Issuance of common stock, employment agreements, par value                 $ 0.0167        
    Issuance of common stock, investment, par value                 $ 1.67        
    Issuance of common stock, conversion of convertible securities, par value           $ 0.35   $ 1.67          
    Issuance of common stock, investor relations, par value             $ 0.35            
    Issuance of common stock, under PMM in 2009           $ 0.50              
    Issuance of common stock, under PPM in May 2009, par value     $ 0.07                    
    Issuance of common stock upon conversion of debt and interest, par value           $ 0.27              
    Issuance of common stock, under PPM in March 2010, par value         $ 0.50                
    Issuance of common stock to consultants for IR and consulting, par value         $ 0.50                
    Issuance of common stock to consultants, in May 2010, par value         $ 0.50                
    Issuance of common stock, under PPM in April 2010, par value         $ 0.50                
    Issuance of common stock, under PPM in September 2010, par value         $ 0.10                
    Issuance of common stock to consultants, in third quarter, par value         $ 0.22                
    Issuance of common stock, upon exercise of warrants         $ 0.135                
    Issuance of common stock, to directors as compensation     $ 0.09   $ 0.15                
    Issuance of common stock, under PPM one in first quarter       $ 0.075                  
    Issuance of common stock, under PPM two in first quarter       $ 0.085                  
    Issuance of common stock, under PPM three in first quarter       $ 0.09                  
    Issuance of common stock, under PPM four in first quarter       $ 0.10                  
    Issuance of common stock, under PPM two in second quarter       $ 0.07                  
    Issuance of common stock, under PPM one in third quarter       $ 0.06                  
    Issuance of common stock, under PPM three in third quarter       $ 0.20                  
    Issuance of common stock, under exercise of stock options     $ 0.01 $ 0.01                  
    Issuance of common stock, under IR compensation     $ 0.15 $ 0.35                  
    Issuance of common stock, to private investor in fourth quarter       $ 0.15                  
    Issuance of common stock to institutional investor upon conversion of Note Payable one     $ 0.1342                    
    Issuance of common stock to institutional investor upon conversion of Note Payable two     $ 0.13                    
    Issuance of common stock to institutional investor upon conversion of Note Payable three     $ 0.088                    
    Issuance of common stock to institutional investor upon conversion of Note Payable four     $ 0.0446                    
    Issuance of common stock to institutional investor upon conversion of Note Payable five     $ 0.0446                    
    Issuance of common stock to institutional investor upon conversion of Note Payable six     $ 0.0446                    
    Issuance of common stock to institutional investor upon conversion of Note Payable seven     $ 0.0397                    
    Issuance of common stock to a private investor in the first quarter     $ 0.065                    
    Issuance of common stock to the now Interim CEO in the first quarter for consulting     $ 0.065                    
    Issuance of common stock to institutional investor upon conversion of Note Payable Eight     $ 0.0286                    
    Issuance of common stock to private investor upon conversion of Note Payable one     $ 0.15                    
    Issuance of common stock to a private investor in the second quarter one     $ 0.15                    
    Shares issued upon exercise of options     $ 0.01                    
    Issuance of common stock to a private investor in the second quarter two     $ 0.065                    
    Issuance of common stock, conversion of debt, par value one     $ 0.15                    
    Issuance of common stock, conversion of debt, par value two     $ 0.15                    
    Issuance of common stock to private investor upon conversion of Note Payable two     $ 0.18                    
    Issuance of common stock to private investor upon conversion of Note Payable three     $ 0.052                    
    Issuance of common stock to private investor upon conversion of Note Payable four     $ 0.10                    
    Issuance of common stock to private investor upon conversion of Note Payable five     $ 0.032                    
    Issuance of common stock to institutional investor upon conversion of Note Payable Nine     $ 0.031                    
    Issuance of common stock, conversion of debt, par value three     $ 0.15                    
    Issuance of common stock, under PPM one in second quarter     $ 0.07                    
    Issuance of common stock to institutional investor upon conversion of Note Payable Ten     $ 0.0353                    
    Issuance of common stock to private investor upon conversion of Note Payable six     $ 0.032                    
    Issuance of common stock to institutional investor upon conversion of Note Payable Eleven     $ 0.0297                    
    Debt Conversion Converted Instrument Shares Issued Value     $ 11,021                    
    Shares issued as settlement to remove anti-dilution agreement     $ 0.065                    
    Shares issued in settlement with former COO     $ 0.15                    
    Issuance of common stock to debtors compensation     $ 0.10                    
    Issuance of common stock to conversion of note payable     $ 0.07                    
    Issuance Of Common Stock To Debtors Compensation One   $ 0.15                      
    Shares issued under PPM to five investors   $ 0.07                      
    Issuance Of Common Stock To Debtors Compensation Two   $ 0.15                      
    Shares issued to an institutional investor at per share   $ 0.07                      
    Issuance Of Common Stock To Debtors Compensation Three   $ 0.067                      
    Common stock issued to former consultant exercising option, Par value   $ 0.01                      
    Common stock issued to former CEO exercising option, par value   $ 0.01                      
    Shares issued upon conversion of four notes payable, par value   $ 0.15                      
    Shares issued for interest to the four notes payable, par value   $ 0.15                      
    Shares Issued For Cashless Exercise Of Warrants Par Value One $ 0.20 $ 0.12                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Two $ 0.17 $ 0.16                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Three   $ 0.15                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Four   $ 0.20                      
    Shares Issued To Twenty Four Warrant Holders Exercised At Reduced Par Value   $ 0.10                      
    Shares Issued To Four PPM Investors Converting Notes Par Value   $ 0.12                      
    Shares Issued To Eleven PPM Investors Converting Notes Par Value   $ 0.18                      
    Shares Issued To Consultant As Compensation Par Value   $ 0.38                      
    Shares Issued For Two Note Conversions Par Value   $ 0.014                      
    Shares Issued For Exercise Of Warrants Par Value   $ 0.15                      
    Shares Issued To Cashless Exercise Of Warrants Par Value   $ 0.075                      
    Shares Issued To Investor For Cashless Exercise Of Warrants Par Value   $ 0.17                      
    Shares Issued To Former Board Directors As Compensation Par Value   $ 0.325                      
    Shares Issued To One Investor For Cashless Exercise Of Warrants Par Value Two   $ 0.12                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Five   $ 0.10                      
    Shares Issued For Interest On Conversion Of Two Note Conversions Par Value   $ 0.18                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Six   $ 0.075                      
    Shares Issued In Settlement With Former Noteholder Par Value   $ 0.27                      
    Shares Issued To Option Holder Par Value One $ 0.167 $ 0.065                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Seven   $ 0.13                      
    Shares Issued To One Warrant Holder Exercised At Reduced Par Value   $ 0.125                      
    Shares Issued For Cashless Exercise Of Warrants Par Value Eight   $ 0.075                      
    Shares Issued To Option Holder Par Value Two $ 0.07 $ 0.07                      
    Par Value Of Common Stock Issued For Ir Compensation One $ 0.275                        
    Shares Issued For Cashless Exercise Of Warrants Par Value Nine $ 0.01                        
    Shares Issued For Cashless Exercise Of Warrants Par Value Thirteen $ 0.18                        
    Par Value Of Common StockIssued For Ir Compensation Two $ 0.25                        
    Shares Issued For Cashless Exercise Of Warrants Par Value Ten $ 0.10                        
    Shares Issued For Cashless Exercise Of Warrants Par Value Eleven $ 0.075                        
    Shares Issued For Cashless Exercise Of Warrants Par Value Twelve $ 0.17                        
    Shares Issued To Sixteen Shareholders Of Series Convertible Preferred Stock Dividends Payable In Common Shares Par Value $ 0.26                        
    Shares Issued For Cashless And Cash Exercise Of Warrants Par Value $ 0.15                        
    Stock Issued To Investor Relations Consultants Exercise Price One $ 0.15                        
    Stock Issued To Investor Relations Consultants Exercise Price Two $ 0.25                        
    Shares Issued To Sixteen Shareholders Of Series Convertible Preferred Stock Dividends Payable In Common Shares Par Value One $ 0.26                        
    XML 38 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details Textual) (USD $)
    		 1 Months Ended 0 Months Ended 1 Months Ended 2 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 140 Months Ended 147 Months Ended 1 Months Ended 6 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended 1 Months Ended 2 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 1 Months Ended 6 Months Ended 146 Months Ended 1 Months Ended 6 Months Ended 12 Months Ended 2 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 2 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
    Mar. 31, 2014
    Oct. 31, 2013
    May 31, 2013
    Apr. 30, 2013
    Mar. 15, 2013
    Jan. 31, 2013
    Nov. 30, 2012
    Jan. 31, 2011
    Dec. 31, 2010
    Sep. 30, 2010
    Jun. 30, 2010
    Oct. 31, 2009
    Jul. 31, 2007
    Mar. 31, 2007
    Sep. 30, 2013
    Jun. 30, 2013
    Mar. 31, 2014
    Mar. 31, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2009
    Dec. 31, 2008
    Dec. 31, 2002
    Dec. 31, 2013
    Aug. 04, 2014
    Feb. 28, 2014
    Sep. 11, 2013
    Jan. 15, 2013
    Mar. 28, 2012
    Sep. 07, 2011
    Jun. 22, 2010
    Apr. 30, 2012
    Amuel Herschkowitz [Member]
    Feb. 28, 2014
    Amuel Herschkowitz [Member]
    Jun. 30, 2014
    SOK Partners, LLC, [Member]
    Jun. 30, 2013
    SOK Partners, LLC, [Member]
    Feb. 28, 2014
    Chief Executive Officer [Member]
    Jan. 31, 2014
    Chief Executive Officer [Member]
    Mar. 31, 2014
    Preferred Holder [Member]
    Jun. 30, 2014
    Preferred Holder [Member]
    Mar. 31, 2014
    Warrant Holder [Member]
    Jun. 30, 2014
    Warrant Holder [Member]
    Jan. 31, 2013
    Private Placement [Member]
    Jun. 30, 2013
    Private Placement [Member]
    Jun. 30, 2013
    Private Placement 2 [Member]
    Jun. 30, 2013
    Private Placement 2 [Member]
    Jun. 30, 2014
    Warrant [Member]
    Dec. 31, 2013
    Warrant [Member]
    Dec. 31, 2012
    Warrant [Member]
    Dec. 31, 2011
    Warrant [Member]
    Dec. 31, 2010
    Warrant [Member]
    Dec. 31, 2009
    Warrant [Member]
    Dec. 31, 2008
    Warrant [Member]
    Dec. 31, 2007
    Warrant [Member]
    Dec. 31, 2006
    Warrant [Member]
    Jun. 30, 2014
    Warrant [Member]
    SOK Partners, LLC, [Member]
    Mar. 15, 2013
    Warrant [Member]
    Private Placement [Member]
    Mar. 31, 2013
    Warrant [Member]
    Private Placement [Member]
    Feb. 04, 2014
    Series A Convertible Preferred Stock [Member]
    Jun. 30, 2014
    Series A Convertible Preferred Stock [Member]
    Jun. 30, 2014
    Series A Convertible Preferred Stock [Member]
    Sep. 10, 2013
    Stock Incentive Plan 2012 [Member]
    Apr. 15, 2013
    Stock Incentive Plan 2012 [Member]
    Nov. 30, 2012
    Convertible Notes One [Member]
    Nov. 30, 2012
    Convertible Notes Two [Member]
    Nov. 30, 2012
    Convertible Notes Three [Member]
    Nov. 30, 2012
    Convertible Note Four [Member]
    Jun. 30, 2014
    Stock Options and Warrants [Member]
    Dec. 31, 2013
    Stock Options and Warrants [Member]
    Dec. 31, 2012
    Stock Options and Warrants [Member]
    Dec. 31, 2011
    Stock Options and Warrants [Member]
    Dec. 31, 2013
    Stock Options and Warrants One [Member]
    Dec. 31, 2012
    Stock Options and Warrants One [Member]
    Dec. 31, 2013
    Stock Options and Warrants Two [Member]
    Dec. 31, 2012
    Stock Options and Warrants Two [Member]
    Sep. 30, 2013
    Minimum [Member]
    Jun. 30, 2014
    Minimum [Member]
    Dec. 31, 2013
    Minimum [Member]
    Dec. 31, 2008
    Minimum [Member]
    Sep. 10, 2013
    Minimum [Member]
    Jun. 30, 2014
    Minimum [Member]
    Warrant [Member]
    Dec. 31, 2013
    Minimum [Member]
    Warrant [Member]
    Jun. 30, 2014
    Minimum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2013
    Minimum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2012
    Minimum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2011
    Minimum [Member]
    Stock Options and Warrants [Member]
    Sep. 30, 2013
    Maximum [Member]
    Jun. 30, 2014
    Maximum [Member]
    Dec. 31, 2013
    Maximum [Member]
    Dec. 31, 2008
    Maximum [Member]
    Sep. 10, 2013
    Maximum [Member]
    Jun. 30, 2014
    Maximum [Member]
    Warrant [Member]
    Dec. 31, 2013
    Maximum [Member]
    Warrant [Member]
    Jun. 30, 2014
    Maximum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2013
    Maximum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2012
    Maximum [Member]
    Stock Options and Warrants [Member]
    Dec. 31, 2011
    Maximum [Member]
    Stock Options and Warrants [Member]
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                                                                                                                                                                                    
    Weighted Average Remaining Life                                         6 months   2 years 6 months                                                                                             5 years 3 years   10 years 5 years   10 years   2 years   2 years 6 months       5 years     3 years   6 years 6 months   7 years 6 months       10 years     10 years
    Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum                                     0.13%   0.13%     2.00%                                                                                         1.44%     0.34%                                                    
    Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum                                     2.97%   2.97%     4.50%                                                                                         2.75%     2.44%                                                    
    Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate                                     0.00%   0.00%     0.00%                                                                                         0.00% 0.00% 0.00% 0.00%                                                    
    Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum                                               53.00%                                                                                         59.00%     54.00%                                                    
    Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum                                               66.00%                                                                                         66.00%     66.00%                                                    
    Issued - Average Exercise Price                                                                                               $ 0.27 $ 0.12 [1] $ 0.15 [1] $ 0.14 [1] $ 0.34 [1] $ 0.65 [1] $ 0.45 [1] $ 0.35 [1] $ 0.85 [1]                                             $ 0.119 $ 0.102   $ 0.01 $ 0.01 $ 0.0586   $ 0.0111 $ 0.0126     $ 0.242 $ 0.336   $ 0.769 $ 0.769 $ 0.1837   $ 0.096 $ 0.3412
    Convertible Debt, Issuance Of Warrants                           $ 100,000                                                                                                                                                                        
    Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Volatility Description                                     The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach   The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach.                                                                                                                                                          
    Amortization of debt discount             33,469 47,908 7,232 15,553 96,613 30,150 92,700 40,242   275,640     0 92,538 413,695 57,518       756,497                                                                                                                                                
    Debt Instrument Convertible Remaining Discount Amortization Period 1               24 months 24 months 18 months 22 months 24 months   5 years                                                                                                                                                                        
    Convertible Bridge Debt, Issuance Of Warrants                         170,000                                                                                                                                                                          
    Debt Instrument, Maturity Date                         Apr. 30, 2008                                                                                                                                                                          
    Proceeds from Issuance of Debt               50,000 16,800 32,000 200,000 100,000                                                                                                         27,500 27,500 51,243 50,000                                                            
    Warrants Issued During Period, Shares, In Connection With Convertible Debt               1,595,239 200,000 320,000 1,111,112 200,000                                                                                                                                                                            
    Equity Issuance Per Share Amount             $ 0.10 $ 0.20 $ 0.084 $ 0.18 $ 0.46 $ 0.65                           $ 1.67 $ 1.67                                                                                                                                              
    Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate                                             1.37%                                                                                                                           0.78% 0.33%                   2.04% 1.80%  
    Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate                                     59.00%   54.00%   63.00%                                                                                               54.00%   59.00% 59.00% 66.00% 66.00%                                            
    Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number                                         27,658,652         27,658,652                   31,341,741                                                                                                                            
    Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price                                         $ 0.085         $ 0.085                   $ 0.10                                                                                                                            
    Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Outstanding, Weighted Average Remaining Contractual Term 1                                         8 years 9 months 18 days                             8 years 9 months 14 days                                                                                                                            
    Share-based Compensation Expense                                         3,700,070 830,372                           352,762 1,378,541                                                                                                                          
    Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Stock Options                                         166,905         166,905                   259,398                                                                                                                            
    Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition 1                                         22 months                             18 months                                                                                                                            
    Stockholders' Equity, Reverse Stock Split                                               Under theterms of the Companys agreement with investors in the October 2008 financing, 1,920,000 shares of common stock were the maximum number of shares allocated to the Companys existing shareholders at the time of the offering (also referred to as the original shareholders or the "Founders"). Since the total of the Companys fully diluted shares of common stock was greater than 1,920,000 shares, in order for the Company to proceed with the offering, the Board of Directors approved a reverse stock split of 1-for-1.2545. After this split was approved, additional options and warrants were identified, requiring a second reverse stock split in order to reach the 1,920,000 shares. The second reverse stock split on the reduced 1-for-1.2545 balance was determined to be 1-for-1.33176963. Taken together, if only one reverse stock split was performed, the number would have been a reverse stock split of 1-for-1.670705. On June 6, 2008, the Board of Directors approved the first reverse stock split. The authorized number of shares of common stock of 20,000,000 was proportionately divided by 1.2545 to arrive at 15,942,607. On October 20, 2008, the Board of Directors (i) approved the second reverse stock split pursuant to which the authorized number of shares of common stock of 15,942,607 was proportionately divided by 1.33177 to arrive at 11,970,994 shares and (ii) approved a resolution to increase the number of authorized shares of the Companys common stock from 11,970,994 to 40,000,000, which was approved by the Companys shareholders holding a majority of the shares entitled to vote thereon at a special meeting of shareholders held on December 3, 2008.                                                                                                                                                    
    Common stock, shares authorized                                     800,000,000   800,000,000 800,000,000       800,000,000       300,000,000   200,000,000 80,000,000                                                           100,000,000 50,000,000                                 300,000,000                     800,000,000            
    Convertible Note Conversion Price           $ 0.12                                                                             $ 0.18                                                                                                          
    Debt Instrument, Face Amount             156,243                                                                         300,000   1,000,000 1,000,000                                                                                                      
    Convertible Notes Converted Into Common Stock     1,116,084     2,500,000                                                                           2,500,000   6,000,000 4,611,111                                                                                                      
    Debt Instrument, Convertible, Conversion Price       $ 0.10   $ 0.12                                             $ 0.014   $ 0.065                         $ 0.15                                                                                                            
    Accumulated discounts on current portion of convertible debt (in dollars)           77,644                             0 21,138       0                                                                                                                                                
    Debt Instrument, Convertible, Effective Interest Rate                                         24.00%         24.00%                                   8.00%   8.00% 8.00%                                                                                                      
    Shares Grants Increase For Threshold                                                                                                                               20,000,000                                                                    
    Shares issued under PPM to five investors at $.07 per share (in shares)         7,142,858                         7,142,857                                                                               7,142,858 7,142,857                                                                              
    Shares issued under PPM to five investors         $ 0.07                         $ 0.07     $ 0.07                                                                                                                                                          
    Common stock, par value (in dollars per share)     $ 0.01   $ 0.01                           $ 0.01   $ 0.01 $ 0.01       $ 0.01                                                                                                                                                
    Warrants Exercise Price   $ 0.25 $ 0.10   $ 0.08                   $ 0.10 $ 0.18                                                             $ 0.198                     $ 0.15 $ 0.15                                   $ 0.15                     $ 0.46                    
    Shares issued under PPM to five investors at $.07 per share                                         500,000                                                                         500,000 500,000                                                                              
    Warrants Issued To Purchase Common Stock                                       444,444                                                                                                                                                            
    Debt Instrument Interest             11,169                                                                                                                                                                                      
    Stock Issued During Period, Shares, New Issues     357,163 1,041,622                                                           7,500,000       25,000                                             20,550                                                                          
    CommonStocksharesIssuedToConsultantExercisingOptions       200,000   200,000                                                                                                                                                                                        
    Common stock issued to former CEO exercising option, par value       $ 0.01                                 $ 0.01                                                                                                                                                          
    Common stock issued to former consultant exercising option, Par value       $ 0.01                                 $ 0.01                                                                                                                                                          
    Common stock shares issued to CEO exercising options.       333,330                                                                                                                                                                                            
    Stock Issued During Period, Value, Issued To Twenty Four Warrant Holders                             1,044,490           1,044,490                                                                                                                                                          
    Stock Issued During Period, Shares, Issued To Twenty Four Warrant Holders                             10,444,898                                                                                                                                                                      
    Issuance of net exercise provision shares                             6,533,788                                                                                                                                                                      
    Share Based Compensation Arrangement By Share Based Payment Award Warrant Vested And Expected To Vest Exercisable Number                                         34,643,829         34,643,829                                                                                                                                                
    Shares Issued To One Warrant Holder Exercised At Reduced Par Value   $ 0.125                                     $ 0.125                                                                                                                                                          
    Stock Issued During Period Value Issued To One Warrant Holders   125,000                                     125,000                                                                                                                                                          
    Stock Issued During Period Shares Issued To One Warrant Holders   1,000,000                                                                                                                                                                                                
    Stock Issued During Period, Value, New Issues                                                 5,000                         19,231                                           2,055,000   2,055,000                                                                        
    Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price                                                                             $ 167                 $ 0.13 $ 0.11 [1] $ 0.01 [1]   $ 0.46 [1]               $ 0.01                                                                            
    Class of Warrant or Right, Number of Securities Called by Warrants or Rights                                     1,615,383               4,615,385 1,600,000             111,111     3,846                                     407,318                                                                                  
    Convertible Preferred Stock, Terms of Conversion                                     Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the New Issuance Price), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange                                                                                                                                                              
    Beneficial Ownership Limitation, Percentage                                     4.99%                                                                                                                                                              
    Preferred Shareholders, Receivable, Upon Any Liquidation, Description                                     an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends                                                                                                                                                              
    Class of Warrant or Right, Exercise Price of Warrants or Rights                                     $ 0.325                 $ 0.325             $ 0.27             $ 0.15                             $ 0.165                                                                                  
    Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period                                                                             325,187     333,334 279,366         2,220,831 17,901,127 [1] 71,826 [1]   128,571 [1]                                                                                            
    Cashless Exercise Of Common Stock Warrants Total                                 1,158,131                                                                                                                                                                  
    Preferred Stock, Dividend Rate, Percentage 6.00%                                                                                                                                                                                                  
    Stock Issued During Period, Shares, Conversion Of Convertible Securities                                                                               72,760 116,934                                                                                                                  
    Cashless Exercise Of Common Stock Shares Issued 250,000                                                                                                                                                                                                  
    Debt Instrument, Unamortized Discount                                     $ 46,072   $ 0         $ 0                                           $ 23,876                                                                                                    
    [1] Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    XML 39 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Stockholders' Equity Note [Abstract]    
    Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
    The following summarizes transactions for stock options and warrants for the periods indicated:
     
     
     
     
     
     
     
    Stock Options
     
    Warrants
      
     
    Number of Shares
     
    Average Exercise Price
     
    Number of Shares
     
    Average Exercise Price
    Outstanding at December 31, 2012
     
     
    12,663,566
     
     
     
    0.09
     
     
     
    35,132,136
     
     
     
    0.13
     
    Issued
     
     
    17,986,157
     
     
     
    0.09
     
     
     
    25,739,682
     
     
     
    0.12
     
    Expired
     
     
    (1,159,995
    ) 
     
     
    0.24
     
     
     
    (8,326,862
    ) 
     
     
    0.18
     
    Exercised
     
     
    (560,330
    ) 
     
     
    0.01
     
     
     
    (17,901,127
    ) 
     
     
    0.11
     
    Outstanding at December 31, 2013
     
     
    28,929,398
     
     
     
    0.09
     
     
     
    34,643,829
     
     
     
    0.14
     
    Issued
     
     
    5,115,061
     
     
     
    0.11
     
     
     
    2,133,812
     
     
     
    0.27
     
    Expired
     
     
    (495,768
    ) 
     
     
    0.34
     
     
     
    (4,171,733
    ) 
     
     
    0.16
     
    Exercised
     
     
    (345,187
    ) 
     
     
    0.02
     
     
     
    (2,220,831
    ) 
     
     
    0.13
     
    Outstanding at June 30, 2014
     
     
    33,203,504
     
     
    $
    0.10
     
     
     
    30,385,077
     
     
    $
    0.15
     
    The following summarizes transactions for stock options and warrants for the periods indicated:
     
     
     
    Stock Options(1)
     
    Warrants(1)
     
     
     
    Number of
    Shares
     
    Average
    Exercise Price
     
    Number of
    Shares
     
    Average
    Exercise Price
     
    Outstanding at December 31, 2005
     
     
    17,956
     
    $
    1.67
     
     
    20,950
     
    $
    2.62
     
    Issued
     
     
    23,942
     
     
    1.67
     
     
    71,826
     
     
    0.85
     
    Outstanding at December 31, 2006
     
     
    41,898
     
     
    1.67
     
     
    92,776
     
     
    1.25
     
    Issued
     
     
    5,984
     
     
    1.67
     
     
    28,502
     
     
    0.35
     
    Outstanding at December 31, 2007
     
     
    47,882
     
     
    1.67
     
     
    121,278
     
     
    1.04
     
    Issued
     
     
    1,243,292
     
     
    0.2
     
     
    5,075,204
     
     
    0.45
     
    Expired
     
     
     
     
     
     
     
     
    (11,971)
     
     
    3.76
     
    Outstanding at December 31, 2008
     
     
    1,291,174
     
     
    0.26
     
     
    5,184,511
     
     
    0.45
     
    Issued
     
     
    205,000
     
     
    0.37
     
     
    2,188,302
     
     
    0.65
     
    Outstanding at December 31, 2009
     
     
    1,496,174
     
     
    0.27
     
     
    7,372,813
     
     
    0.49
     
    Issued
     
     
    2,210,000
     
     
    0.17
     
     
    3,435,662
     
     
    0.34
     
    Expired
     
     
    (207,956)
     
     
    0.43
     
     
    (8,979)
     
     
    1.67
     
    Exercised
     
     
     
     
     
     
     
     
    (128,571)
     
     
    0.46
     
    Outstanding at December 31, 2010
     
     
    3,498,218
     
     
    0.19
     
     
    10,670,925
     
     
    0.44
     
    Issued
     
     
    2,483,334
     
     
    0.01
     
     
    18,222,243
     
     
    0.14
     
    Expired
     
     
    (83,941)
     
     
    0.73
     
     
    (2,010,917)
     
     
    0.48
     
    Exercised
     
     
    (100,000)
     
     
    0.01
     
     
     
     
     
     
     
    Outstanding at December 31, 2011
     
     
    5,797,611
     
     
    0.11
     
     
    26,882,251
     
     
    0.23
     
    Issued
     
     
    9,514,286
     
     
    0.08
     
     
    11,688,166
     
     
    0.15
     
    Expired
     
     
    (2,235,368)
     
     
    0.11
     
     
    (3,366,455)
     
     
    0.50
     
    Exercised
     
     
    (412,963)
     
     
    0.01
     
     
    (71,826)
     
     
    0.01
     
    Outstanding at December 31, 2012
     
     
    12,663,566
     
     
    0.09
     
     
    35,132,136
     
     
    0.13
     
    Issued
     
     
    17,986,157
     
     
    0.09
     
     
    25,739,682
     
     
    0.12
     
    Expired
     
     
    (1,159,995)
     
     
    0.24
     
     
    (8,326,862)
     
     
    0.18
     
    Exercised
     
     
    (560,330)
     
     
    0.01
     
     
    (17,901,127)
     
     
    0.11
     
    Outstanding at December 31, 2013
     
     
    28,929,398
     
    $
    0.09
     
     
    34,643,829
     
    $
    0.14
     
     
    (1)
    Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]
    The following summarizes the status of options and warrants outstanding at June 30, 2014:
     
     
     
    Range of Exercise Prices
     
    Shares
     
    Weighted Average Remaining Life
    Options:
     
     
      
     
     
     
      
     
    $0.01
     
     
    550,000
     
     
     
    7.02
     
    $0.065
     
     
    10,000
     
     
     
    8.70
     
    $0.07
     
     
    177,286
     
     
     
    9.12
     
    $0.075
     
     
    14,400,000
     
     
     
    8.71
     
    $0.079
     
     
    1,740,508
     
     
     
    8.72
     
    $0.08
     
     
    9,300,000
     
     
     
    8.13
     
    $0.088
     
     
    400,000
     
     
     
    7.57
     
    $0.1325
     
     
    226,415
     
     
     
    9.04
     
    $0.14
     
     
    242,857
     
     
     
    9.04
     
    $0.15
     
     
    1,110,000
     
     
     
    7.97
     
    $0.17
     
     
    755,000
     
     
     
    9.79
     
    $0.185
     
     
    162,162
     
     
     
    9.76
     
    $0.20
     
     
    250,000
     
     
     
    9.72
     
    $0.23
     
     
    3,019,565
     
     
     
    9.69
     
    $0.25
     
     
    250,000
     
     
     
    9.65
     
    $0.27
     
     
    370,373
     
     
     
    9.51
     
    $0.29
     
     
    100,000
     
     
     
    9.28
     
    $0.318
     
     
    94,338
     
     
     
    9.26
     
    $0.33
     
     
    25,000
     
     
     
    9.24
     
    $0.3415
     
     
    20,000
     
     
     
    9.25
     
    Total
     
     
    33,203,504
     
     
     
     
    Warrants:
     
     
      
     
     
     
      
     
    $0.01
     
     
    30,000
     
     
     
    1.44
     
    $0.075
     
     
    2,083,333
     
     
     
    0.07
     
    $0.08
     
     
    7,714,286
     
     
     
    3.71
     
    $0.12
     
     
    200,000
     
     
     
    3.58
     
    $0.15
     
     
    15,314,951
     
     
     
    3.52
     
    $0.165
     
     
    407,318
     
     
     
    1.38
     
    $0.18
     
     
    333,333
     
     
     
    3.97
     
    $0.198
     
     
    1,770,833
     
     
     
    3.92
     
    $0.20
     
     
    87,500
     
     
     
    0.60
     
    $0.25
     
     
    375,000
     
     
     
    0.27
     
    $0.27
     
     
    111,111
     
     
     
    3.21
     
    $0.325
     
     
    1,615,383
     
     
     
    4.76
     
    $0.769
     
     
    342,029
     
     
     
    0.01
     
    Total
     
     
    30,385,077
     
     
     
      
    The following summarizes the status of options and warrants outstanding at December 31, 2013:
    Range of Exercise Prices
     
    Shares
     
    Weighted
    Average
    Remaining
    Life
    Options:
     
     
      
     
     
     
      
     
    $0.01
     
     
    550,000
     
     
     
    7.52
     
    $0.017
     
     
    325,187
     
     
     
    4.43
     
    $0.065
     
     
    10,000
     
     
     
    9.20
     
    $0.07
     
     
    197,286
     
     
     
    9.44
     
    $0.075
     
     
    14,400,000
     
     
     
    9.21
     
    $0.079
     
     
    1,740,508
     
     
     
    9.22
     
    $0.08
     
     
    9,300,000
     
     
     
    8.63
     
    $0.88
     
     
    400,000
     
     
     
    8.07
     
    $0.1325
     
     
    226,415
     
     
     
    9.54
     
    $0.14
     
     
    242,857
     
     
     
    9.54
     
    $0.15
     
     
    676,666
     
     
     
    7.16
     
    $0.17
     
     
    5,000
     
     
     
    9.36
     
    $0.27
     
     
    370,373
     
     
     
    10.00
     
    $0.29
     
     
    100,000
     
     
     
    9.77
     
    $0.318
     
     
    94,338
     
     
     
    9.75
     
    $0.33
     
     
    100,000
     
     
     
    9.73
     
    $0.3415
     
     
    20,000
     
     
     
    9.75
     
    $0.35
     
     
    75,000
     
     
     
    0.37
     
    $0.585
     
     
    95,768
     
     
     
    0.44
     
    Total
     
     
    28,929,398
     
     
     
     
    Warrants:
     
     
      
     
     
     
      
     
    $0.01
     
     
    200,000
     
     
     
    1.94
     
    $0.075
     
     
    2,666,667
     
     
     
    0.85
     
    $0.08
     
     
    7,714,286
     
     
     
    4.20
     
    $0.10
     
     
    1,428,572
     
     
     
    0.33
     
    $0.12
     
     
    200,000
     
     
     
    4.90
     
    $0.15
     
     
    16,648,284
     
     
     
    3.98
     
    $0.16
     
     
    150,000
     
     
     
    0.38
     
    $0.17
     
     
    1,294,118
     
     
     
    0.27
     
    $0.18
     
     
    533,333
     
     
     
    2.83
     
    $0.198
     
     
    1,770,833
     
     
     
    4.41
     
    $0.20
     
     
    1,237,500
     
     
     
    0.18
     
    $0.25
     
     
    375,000
     
     
     
    0.77
     
    $0.46
     
     
    83,207
     
     
     
    0.30
     
    $0.769
     
     
    342,029
     
     
     
    0.50
     
    Total
     
     
    34,643,829
     
     
     
     
    Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block]

    The following table is the listing of stock options and warrants as of June 30, 2014 by year of grant:
     
    Stock Options:
     
    Year
    Shares
    Price
    2010
    410,000
    $
    .15
    2011
    550,000
    .01
    2012
    9,477,286
    .07 – .08
    2013
    17,901,157
    .065 – .3415
    2014
    4,865,061
    .15 – .25
    Total
    33,203,504
    $
    .01 – .3415
    Warrants:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    342,029
     
     
    $
    .769
     
    2010
     
     
    30,000
     
     
     
    .01
     
    2011
     
     
    2,458,333
     
     
     
    .075 – .25
     
    2012
     
     
    5,352,451
     
     
     
    .15 – .20
     
    2013
     
     
    20,068,452
     
     
     
    .08 – .198
     
    2014
     
     
    2,133,812
     
     
     
    .165 – .325
     
    Total
     
     
    30,385,077
     
     
    $
    .01 – .769
     

    The following table is the listing of stock options and warrants as of December 31, 2013 by year of grant:
     
    Stock Options:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    420,955
     
     
    $
    .017 – 585
     
    2009
     
     
    75,000
     
     
     
    .35
     
    2010
     
     
    410,000
     
     
     
    .15
     
    2011
     
     
    550,000
     
     
     
    .01
     
    2012
     
     
    9,497,286
     
     
     
    .07 – 08
     
    2013
     
     
    17,976,157
     
     
     
    0.065 – 0.3415
     
    Total
     
     
    28,929,398
     
     
    $
    .01 – .585
     
    Warrants:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    342,029
     
     
    $
    0.46 – 0.769
     
    2009
     
     
    83,207
     
     
     
    .46
     
    2010
     
     
    200,000
     
     
     
    .01
     
    2011
     
     
    8,597,690
     
     
     
    .075-.25
     
    2012
     
     
    5,352,451
     
     
     
    .15 – 0.20
     
    2013
     
     
    20,068,452
     
     
     
    0.08 – 198
     
    Total
     
     
    34,643,829
     
     
    $
    .01 – 769
     
     
     
    XML 40 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LOSS PER SHARE (Details) (USD $)
    		 3 Months Ended 6 Months Ended 12 Months Ended 140 Months Ended
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2013
    Numerator:              
    Net loss available in basic and diluted calculation $ (1,735,954) $ (1,175,535) $ (3,352,949) $ (3,277,061) $ (9,406,304) $ (7,422,155) $ (28,697,415)
    Denominator:              
    Weighted average common shares outstanding-basic 222,620,910 121,267,500 221,922,352 111,045,552 151,958,618 69,587,814 18,952,512
    Effect of dilutive stock options and warrants (1) 0 [1] 0 [1] 0 [1] 0 [1] 0 [2] 0 [2] 0 [2]
    Weighted average common shares outstanding-diluted (in shares) 222,620,910 121,267,500 221,922,352 111,045,552 151,958,618 69,587,814 18,952,512
    Loss per common share-basic and diluted (in dollars per share) $ (0.01) $ (0.01) $ (0.02) $ (0.03) $ (0.06) $ (0.11) $ (1.51)
    [1] The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
    [2] The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
    XML 41 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
    INCOME TAXES (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Income Tax Disclosure [Abstract]    
    Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
    The components of deferred income taxes at June 30, 2014 and December 31, 2013 are as follows:
     
    June 30,
    2014
    December 31, 2013
    Deferred Tax Asset:
    Net Operating Loss
    $
    7,920,000
    $
    3,259,000
    Other
    648,000
    59,000
    Total Deferred Tax Asset
    8,568,000
    3,318,000
    Less Valuation Allowance
    8,568,000
    3,318,000
    Net Deferred Income Taxes
    $
    —
    $
    —
    The components of deferred income taxes at December 31, 2013 and December 31, 2012 are as follows:
     
     
     
    December 31,
    2013
     
    December 31,
    2012
    Deferred Tax Asset:
     
     
      
     
     
     
      
     
    Net Operating Loss
     
    $
    3,259,000
     
     
    $
    2,209,000
     
    Other
     
     
    59,000
     
     
     
    73,000
     
    Total Deferred Tax Asset
     
     
    3,318,000
     
     
     
    2,282,000
     
    Less Valuation Allowance
     
     
    3,318,000
     
     
     
    2,282,000
     
    Net Deferred Income Taxes
     
    $
    —
     
     
    $
    —
     
    XML 42 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 43 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STATEMENTS OF CASH FLOWS (USD $)
    		 6 Months Ended 12 Months Ended 140 Months Ended
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2013
    Cash flow from operating activities:          
    Net loss $ (3,352,949) $ (3,277,061) $ (9,406,304) $ (7,422,155) $ (28,697,415)
    Adjustments to reconcile net loss to net cash used in operating activities:          
    Depreciation and amortization 25,829 141,482 148,761 1,079 159,405
    Vested stock options and warrants 369,636 1,378,090 3,700,070 830,372 7,197,742
    Equity instruments issued for management and consulting 111,917 67,230 239,290 3,919,828 6,029,058
    Stock-based registration payments     0 0 355,124
    Capital contributions resulting from waivers of debt     0 0 476,398
    Amortization of debt discount 0 92,538 413,695 57,518 756,497
    (Gain) loss on valuation of equity-linked instruments (11,468) (88,673) (157,580) 3,116 (785,650)
    Changes in assets and liabilities:          
    Accounts receivable (52,395) (62,180) (57,534) 10,583 (97,245)
    Inventories (238,488) 37,173 23,034 (47,604) (122,175)
    Prepaid expense and other assets (88,936) (8,176) (33,179) 2,739 (60,588)
    Notes payable to shareholders 0 0 0 0 (14,957)
    Accounts payable 563,223 (28,993) 429,033 421,104 2,147,872
    Accrued expenses 790,157 (379,465) 776,548 1,039,255 2,494,237
    Deferred Revenue (64,000) 5,000 69,000 0 69,000
    Net cash used in operating activities: (1,947,473) (2,123,035) (3,855,166) (1,184,165) (10,092,697)
    Cash flow from investing activities:          
    Purchase of fixed assets (72,377) (9,826) (162,761) 0 (175,019)
    Purchase of intangibles (14,782) (48,545) (53,355) 0 (195,850)
    Net cash used in investing activities (87,159) (58,371) (216,116) 0 (370,869)
    Cash flow from financing activities:          
    Proceeds from long-term and convertible debt 125,000 1,300,000 1,822,718 528,525 3,935,209
    Repayment of convertible debt     0 (150,000) (250,000)
    Principal payments on notes payable (300,000) 0 0 0 (75,667)
    Issuance of preferred stock 2,055,000 0      
    Issuance of common stock 92,831 1,005,333 2,337,378 695,794 6,955,977
    Net cash provided by (used in) financing activities 1,972,831 2,305,333 4,160,096 1,074,319 10,565,519
    Net increase (decrease) in cash (61,802) 123,927 88,814 (109,846) 101,953
    Cash at beginning of period 101,953 13,139 13,139 122,985 0
    Cash at end of period 40,151 137,066 101,953 13,139 101,953
    Non cash transactions:          
    Conversion of debt to accrued liabilities 0 415,775 415,775 100,000 515,775
    Common stock issued for accrued interest/bonus 694,500 23,394 402,669 106,310 620,839
    Conversion of accounts payable to convertible debt     0 0 546,600
    Common stock issued to satisfy debt 0 178,568 2,318,568 817,800 3,538,935
    Stock/warrant issued to satisfy accounts payable/Liabilities $ 0 $ 43,521 $ 100,521 $ 418,644 $ 539,165
    XML 44 R3.htm IDEA: XBRL DOCUMENT v2.4.0.8
    BALANCE SHEETS [Parenthetical] (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Allowance for Doubtful Accounts Receivable (in dollars)   $ 0 $ 4,073
    Discount on short term note payable (in dollars) 46,072 0  
    Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
    Common stock, shares authorized 800,000,000 800,000,000 800,000,000
    Common stock, shares outstanding 222,869,997 219,937,619 104,247,228
    Accumulated discounts on long-term debt and convertible debt (in dollars)   0 0
    Accumulated discounts on current portion of convertible debt (in dollars)   $ 0 $ 21,138
    Series A Preferred Stock [Member]
    		      
    Preferred stock, par value (in dollars per share) 0.01 0.01  
    Preferred stock, stated value (in dollars per share) $ 100 $ 100  
    Preferred stock, shares authorized 40,000 40,000  
    Preferred stock, shares outstanding 20,550 20,550  
    XML 45 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RETIREMENT SAVINGS PLANS
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Compensation and Retirement Disclosure [Abstract]    
    Pension and Other Postretirement Benefits Disclosure [Text Block]

    NOTE 9 — RETIREMENT SAVINGS PLAN

    We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, 2013 and again in 2014, we matched 100%, of the employee’s contribution up to 4% of their earnings. The employer contribution was $8,171 and $12,304 for the three months ending June 30, 2014 and June 30, 2013, respectively, and was $15,494 and $18,097, for the six months ending June 30, 2014 and June 30, 2013, respectively.

    NOTE 10 — RETIREMENT SAVINGS PLANS

    We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2012, its inception year, and again in 2013, we matched 100%, of the employee’s contribution up to 4.0% of their earnings. The employer contribution was $32,790 and $1,654 in 2013 and 2012. There were no discretionary contributions to the plan in 2013 and 2012.
    XML 46 R1.htm IDEA: XBRL DOCUMENT v2.4.0.8
    Document And Entity Information
    		 6 Months Ended
    Jun. 30, 2014
    Document Information [Line Items]  
    Entity Registrant Name Skyline Medical Inc.
    Entity Central Index Key 0001446159
    Entity Filer Category Smaller Reporting Company
    Document Type S-1
    Amendment Flag false
    Document Period End Date Jun. 30, 2014
    XML 47 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
    COMMITMENTS AND CONTINGENCIES
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Commitments and Contingencies Disclosure [Abstract]    
    Commitments and Contingencies Disclosure [Text Block]

    NOTE 10 — COMMITMENTS AND CONTINGENCIES

    On July 17, 2014, Skyline Medical Inc. (the “Company”) and a stockholder entered into a settlement agreement and release (the “Settlement Agreement”) with Marshall Ryan (“Ryan”) and a company related to Ryan (together, the “Plaintiffs”). The settlement relates to a previously disclosed lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company’s products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing.
    Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue Skyline to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder.
    The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company’s rights to Ryan’s prior patent assignments, and disclaims any right, title or interest in the Company’s Streamway product including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the Streamway product belong exclusively to Skyline and remain in full force and effect.
    NOTE 11 – COMMITMENTS AND CONTINGENCIES
     
    Marshall Ryan & Mid-State Stainless, Inc. v. Skyline Medical Inc. & Dr. Samuel Herschkowitz. On March 5, 2014, plaintiffs filed an action in District Court in Hennepin County, Minnesota against the Company and one of its stockholders, Dr. Samuel Herschkowitz. Marshall Ryan, one of the plaintiffs, is an engineer who worked with the Company on design of certain of its products. The action alleges, among other things, breach of a consulting agreement, a manufacturing agreement and a supply agreement between plaintiffs and the Company, various claims of fraud and negligent misrepresentation and breach of the duty of good faith and fair dealing. The Company believes the claims are without merit and is preparing its response.
    XML 48 R4.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STATEMENTS OF OPERATIONS (USD $)
    		 3 Months Ended 6 Months Ended 12 Months Ended 140 Months Ended
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2013
    Revenue $ 318,293 $ 150,856 $ 388,513 $ 278,583 $ 468,125 $ 188,772 $ 769,559
    Cost of goods sold 98,365 67,335 129,448 108,939 189,707 128,540 381,467
    Gross margin 219,928 83,521 259,065 169,644 278,418 60,232 388,092
    General and administrative expense 1,330,222 888,133 2,509,504 2,711,216 7,530,037 6,285,905 23,280,400
    Operations expense 291,584 204,928 556,859 409,395 1,096,969 761,047 3,387,550
    Sales and marketing expense 319,303 108,593 524,223 195,562 578,793 172,970 1,640,248
    Interest expense 14,773 126,654 32,897 222,206 636,503 259,349 1,562,959
    Loss (gain) on valuation of equity-linked financial instruments 0 (69,251) (11,468) (88,673) (157,580) 3,116 (785,650)
    Total expense 1,955,882 1,259,057 3,612,014 3,446,705 9,684,722 7,482,387 29,085,507
    Net income (loss) available to common shareholders $ (1,735,954) $ (1,175,535) $ (3,352,949) $ (3,277,061) $ (9,406,304) $ (7,422,155) $ (28,697,415)
    Loss per common share - basic and diluted (in dollars per share) $ (0.01) $ (0.01) $ (0.02) $ (0.03) $ (0.06) $ (0.11) $ (1.51)
    Weighted average shares used in computation - basic and diluted (in shares) 222,620,910 121,267,500 221,922,352 111,045,552 151,958,618 69,587,814 18,952,512
    XML 49 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
    INCOME TAXES
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Income Tax Disclosure [Abstract]    
    Income Tax Disclosure [Text Block]

    NOTE 5 — INCOME TAXES

    The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
    There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.
    During September 2013, the Company experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize the Company’s net operating losses (NOLs). The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company’s value immediately before the ownership change.
    At June 30, 2014, the Company had approximately $16.0 million of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2015, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. The Company also had approximately $17.1 million of gross NOLs to reduce future state taxable income at June 30, 2014, which will expire in years 2022 through 2034 if unused. The Company’s net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At June 30, 2014, the federal and state valuation allowances were $7.1 million and $1.5 million, respectively.
    The components of deferred income taxes at June 30, 2014 and December 31, 2013 are as follows:
     
     
     
     
     
    June 30,
    2014
     
    December 31, 2013
    Deferred Tax Asset:
     
     
      
     
     
     
      
     
    Net Operating Loss
     
    $
    7,920,000
     
     
    $
    3,259,000
     
    Other
     
     
    648,000
     
     
     
    59,000
     
    Total Deferred Tax Asset
     
     
    8,568,000
     
     
     
    3,318,000
     
    Less Valuation Allowance
     
     
    8,568,000
     
     
     
    3,318,000
     
    Net Deferred Income Taxes
     
    $
    —
     
     
    $
    —
     
     

    NOTE 5 — INCOME TAXES

    The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
    There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.
    Federal and state income tax return operating loss carryovers as of December 31, 2013 were approximately $13,969,000 and will begin to expire in 2017.
    The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with the net operating losses. Future events and changes in circumstances could cause this valuation allowance to change.
    The components of deferred income taxes at December 31, 2013 and December 31, 2012 are as follows:
     
     
    XML 50 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LOSS PER SHARE
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Earnings Per Share [Abstract]    
    Earnings Per Share [Text Block]

    NOTE 4 — LOSS PER SHARE

    The following table presents the shares used in the basic and diluted loss per common share computations:
     
     
     
     
     
     
    Three Months Ended June 30,
     
    Six Months Ended June 30,
      
     
    2014
     
    2013
     
    2014
     
    2013
    Numerator:
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
    Net loss available in basic and diluted calculation
     
    $
    (1,735,954
    ) 
     
    $
    (1,175,535
    ) 
     
    $
    (3,352,949
    ) 
     
    $
    (3,277,061
    ) 
    Denominator:
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
    Weighted average common shares outstanding – basic
     
     
    222,620,910
     
     
     
    121,267,500
     
     
     
    221,922,352
     
     
     
    111,045,552
     
    Effect of diluted stock options and warrants(1)
     
     
    —
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Weighted average common shares outstanding – basic
     
     
    222,620,910
     
     
     
    121,267,500
     
     
     
    221,922,352
     
     
     
    111,045,552
     
    Loss per common share-basic and diluted
     
    $
    (0.01
    ) 
     
    $
    (0.01
    ) 
     
    $
    (0.02
    ) 
     
    $
    (0.03
    )
     
    (1)
    The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.

    NOTE 4 — LOSS PER SHARE

    The following table presents the shares used in the basic and diluted loss per common share computations:
     
     
     
    Year Ended December 31,
     
    From
    April 23, 2002
    (Inception) To
    December 31,
    2013
      
     
    2013
     
    2012
    Numerator:
     
    Net loss available in basic and diluted calculation
     
    $
    (9,406,304
    ) 
     
    $
    (7,422,155
    ) 
     
    $
    (28,697,415
    ) 
    Denominator:
     
    Weighted average common shares
    outstanding-basic
     
     
    151,958,618
     
     
     
    69,587,814
     
     
     
    18,952,512
     
    Effect of dilutive stock options and warrants(1)
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Weighted average common shares outstanding-diluted
     
     
    151,958,618
     
     
     
    69,587,814
     
     
     
    18,952,512
     
    Loss per common share-basic and diluted
     
    $
    (0.06
    ) 
     
    $
    (0.11
    ) 
     
    $
    (1.51
    ) 
     
    (1)
    The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
    XML 51 R23.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LOSS PER SHARE (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Earnings Per Share [Abstract]    
    Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

    The following table presents the shares used in the basic and diluted loss per common share computations:
     
    Three Months Ended June 30,
    Six Months Ended June 30,
    2014
    2013
    2014
    2013
    Numerator:
    Net loss available in basic and diluted calculation
    $
    (1,735,954
    )
    $
    (1,175,535
    )
    $
    (3,352,949
    )
    $
    (3,277,061
    )
    Denominator:
    Weighted average common shares
    outstanding-basic
    222,620,910
    121,267,500
    221,922,352
    111,045,552
    Effect of diluted stock options and warrants(1)
    —
    —
    —
    —
    Weighted average common shares
    outstanding-basic
    222,620,910
    121,267,500
    221,922,352
    111,045,552
    Loss per common share-basic and diluted
    $
    (0.01
    )
    $
    (0.01
    )
    $
    (0.02
    )
    $
    (0.03
    )
     
    (1)
    The number of shares underlying options and warrants outstanding as of June 30, 2014 and June 30, 2013 are 63,588,581 and 84,320,276 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.

    The following table presents the shares used in the basic and diluted loss per common share computations:
     
     
     
    Year Ended December 31,
     
    From
    April 23, 2002
    (Inception) To
    December 31,
    2013
      
     
    2013
     
    2012
    Numerator:
     
    Net loss available in basic and diluted calculation
     
    $
    (9,406,304
    ) 
     
    $
    (7,422,155
    ) 
     
    $
    (28,697,415
    ) 
    Denominator:
     
    Weighted average common shares
    outstanding-basic
     
     
    151,958,618
     
     
     
    69,587,814
     
     
     
    18,952,512
     
    Effect of dilutive stock options and warrants(1)
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Weighted average common shares outstanding-diluted
     
     
    151,958,618
     
     
     
    69,587,814
     
     
     
    18,952,512
     
    Loss per common share-basic and diluted
     
    $
    (0.06
    ) 
     
    $
    (0.11
    ) 
     
    $
    (1.51
    ) 
     
    (1)
    The number of shares underlying options and warrants outstanding as of December 31, 2013 and December 31, 2012 are 63,583,227 and 47,795,702, respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
    XML 52 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUPPLEMENTAL CASH FLOW DATA
    		 6 Months Ended
    Jun. 30, 2014
    Supplemental Cash Flow Elements [Abstract]  
    Cash Flow, Supplemental Disclosures [Text Block]

    NOTE 11 — SUPPLEMENTAL CASH FLOW DATA

    Cash payments for interest were $3,468 and $15,522 for the three months ended June 30, 2014 and June 30, 2013, and $21,606 and $41,930 for the six months ended June 30, 2014 and June 30, 2013.
    XML 53 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Derivative Instruments and Hedging Activities Disclosure [Abstract]    
    Derivative Instruments and Hedging Activities Disclosure [Text Block]

    NOTE 7 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS

    The Company adopted ASC 815 — Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company’s first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.
    The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized a slight increase in the liability for existing warrants during the first quarter of 2012. In 2013 there was a significant decrease in the liability primarily due to current expirations and the amount of warrants reaching expiration in the near term. In the first quarter 2014 the liability continued to decrease, and was stable in the second quarter 2014.
     
    The inputs to the Black-Scholes model during 2009 through 2014 were as follows:
     
     
    Stock price
     
    $
    .06 to $.50
     
    Exercise price
     
    $
    .01 to $.325
     
    Expected life
     
     
    2.0 to 6.5 years
     
    Expected volatility
     
     
    59%
     
    Assumed dividend rate
     
     
    —%
     
    Risk-free interest rate
     
     
    .13% to 2.97%
     
    The original valuations, annual gain/(loss) and end of year valuations are shown below:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Initial
    Value
     
    Annual
    Gain
    (Loss)
     
    Value at
    12/31/09
     
    2010 Gain
    (Loss)
     
    Value at
    12/31/10
     
    2011 Gain
    (Loss)
     
    Value at
    12/31/2011
     
    2012 Gain
    (Loss)
     
    Value at
    12/31/2012
     
    2013 Gain
    (Loss)
     
    Value at
    12/31/2013
     
    2014 Gain
    (Loss)
     
    Value at
    12/31/2014
    January 1, 2009 adoption
     
    $
    479,910
     
     
    $
    (390,368
    ) 
     
    $
    870,278
     
     
    $
    868,772
     
     
    $
    1,506
     
     
    $
    (88,290
    ) 
     
    $
    89,796
     
     
    $
    (21,856
    ) 
     
    $
    111,652
     
     
    $
    100,053
     
     
    $
    11,599
     
     
    $
    11,469
     
     
    $
    130
     
    Warrants issued in quarter
    ended 6/30/2009
     
     
    169,854
     
     
     
    20,847
     
     
     
    149,007
     
     
     
    147,403
     
     
     
    1,604
     
     
     
    (4,689
    ) 
     
     
    6,293
     
     
     
    6,293
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 9/30/2009
     
     
    39,743
     
     
     
    (738
    ) 
     
     
    40,481
     
     
     
    40,419
     
     
     
    62
     
     
     
    (1,562
    ) 
     
     
    1,624
     
     
     
    910
     
     
     
    714
     
     
     
    714
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 12/31/2009
     
     
    12,698
     
     
     
    617
     
     
     
    12,081
     
     
     
    12,053
     
     
     
    28
     
     
     
    (724
    ) 
     
     
    752
     
     
     
    415
     
     
     
    337
     
     
     
    337
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Subtotal
     
     
    702,205
     
     
     
      
     
     
     
    1,071,847
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 3/31/2010
     
     
    25,553
     
     
     
      
     
     
     
      
     
     
     
    25,014
     
     
     
    539
     
     
     
    (5,570
    ) 
     
     
    6,109
     
     
     
    3,701
     
     
     
    2,408
     
     
     
    2,408
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 6/30/2010
     
     
    31,332
     
     
     
      
     
     
     
      
     
     
     
    30,740
     
     
     
    592
     
     
     
    (6,122
    ) 
     
     
    6,714
     
     
     
    6,083
     
     
     
    631
     
     
     
    631
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 9/30/2010
     
     
    31,506
     
     
     
      
     
     
     
      
     
     
     
    20,891
     
     
     
    10,615
     
     
     
    (44,160
    ) 
     
     
    54,775
     
     
     
    1,338
     
     
     
    53,437
     
     
     
    53,437
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Total
     
    $
    790,596
     
     
    $
    (369,642
    ) 
     
    $
    1,071,847
     
     
    $
    1,145,292
     
     
    $
    14,946
     
     
    $
    (151,117
    ) 
     
    $
    166,063
     
     
    $
    (3,116
    ) 
     
    $
    169,179
     
     
    $
    157,580
     
     
    $
    11,599
     
     
    $
    11,469
     
     
    $
    130
     
     
     
     

    NOTE 8 — LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS

    The Company adopted ASC 815 — Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company’s first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2012 and 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.
    The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $.46 per share, a stock price of $.35, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $.50 to $.22 per share in the underlying stock price. The Company realized an increase in the liability for existing warrants during 2011 primarily due to a reduction in the spread between the exercise price and the market price of the underlying shares. In 2012, there was a slight increase to the liability due to the extension of warrants. In 2013 there was a significant decrease as a result of the older warrants expiring or getting exercised.
    The inputs to the Black-Scholes model during 2009 through 2013 were as follows:
     
     
    Stock price
     
    $
    .35
     
    Exercise price
     
    $
    .769
     
    Expected life
     
     
    .50 years
     
    Expected volatility
     
     
    54%
     
    Assumed dividend rate
     
     
    —%
     
    Risk-free interest rate
     
     
    .13% to 2.97%
     
     
    The original valuations, annual gain (loss) and end of year valuations are shown below:
     
     
     
    Initial
    Value
     
    Annual
    Gain (Loss)
     
    Value at
    12/31/09
     
    2010
    Gain (Loss)
     
    Value at
    12/31/10
     
    2011
    Gain (Loss)
     
    Value at
    12/31/2011
     
    2012
    Gain (Loss)
     
    Value at
    12/31/2012
     
    2013
    Gain (Loss)
     
    Value at
    12/31/2013
    January 1, 2009 adoption
     
    $
    479,910
     
     
    $
    (390,368
    ) 
     
    $
    870,278
     
     
    $
    868,772
     
     
    $
    1,506
     
     
    $
    (88,290
    ) 
     
    $
    89,796
     
     
    $
    (21,856
    ) 
     
    $
    111,652
     
     
    $
    100,053
     
     
    $
    11,599
     
    Warrants issued in quarter ended 6/30/2009
     
     
    169,854
     
     
     
    20,847
     
     
     
    149,007
     
     
     
    147,403
     
     
     
    1,604
     
     
     
    (4,689
    ) 
     
     
    6,293
     
     
     
    6,293
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter ended 9/30/2009
     
     
    39,743
     
     
     
    (738
    ) 
     
     
    40,481
     
     
     
    40,419
     
     
     
    62
     
     
     
    (1,562
    ) 
     
     
    1,624
     
     
     
    910
     
     
     
    714
     
     
     
    714
     
     
     
    —
     
    Warrants issued in quarter ended 12/31/2009
     
     
    12,698
     
     
     
    617
     
     
     
    12,081
     
     
     
    12,053
     
     
     
    28
     
     
     
    (724
    ) 
     
     
    752
     
     
     
    415
     
     
     
    337
     
     
     
    337
     
     
     
    —
     
    Subtotal
     
     
    702,205
     
     
     
      
     
     
     
    1,071,847
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
    —
     
    Warrants issued in quarter ended 3/31/2010
     
     
    25,553
     
     
     
      
     
     
     
      
     
     
     
    25,014
     
     
     
    539
     
     
     
    (5,570
    ) 
     
     
    6,109
     
     
     
    3,701
     
     
     
    2,408
     
     
     
    2,408
     
     
     
    —
     
    Warrants issued in quarter ended 6/30/2010
     
     
    31,332
     
     
     
      
     
     
     
      
     
     
     
    30,740
     
     
     
    592
     
     
     
    (6,122
    ) 
     
     
    6,714
     
     
     
    6,083
     
     
     
    631
     
     
     
    631
     
     
     
    —
     
    Warrants issued in quarter ended 9/30/2010
     
     
    31,506
     
     
     
      
     
     
     
      
     
     
     
    20,891
     
     
     
    10,615
     
     
     
    (44,160
    ) 
     
     
    54,775
     
     
     
    1,338
     
     
     
    53,437
     
     
     
    53,437
     
     
     
    —
     
    Total
     
    $
    790,596
     
     
    $
    (369,642
    ) 
     
    $
    1,071,847
     
     
    $
    1,145,292
     
     
    $
    14,946
     
     
    $
    (151,117
    ) 
     
    $
    166,063
     
     
    $
    (3,116
    ) 
     
    $
    169,179
     
     
    $
    157,580
     
     
    $
    11,599
     
    XML 54 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LONG-TERM DEBT
    		 12 Months Ended
    Dec. 31, 2013
    Long-Term Debt, Unclassified [Abstract]  
    Long-term Debt [Text Block]

    NOTE 6 — LONG-TERM DEBT

    Long-term debt is as follows:
     
     
     
    December 31,
    2013
     
    December 31,
    2012
    Note payable issued on October 26, 2009, net of a discount of $0 and $0 discount, with interest at 8% to March 31, 2012 when the remaining balance was payable and convertible into shares of common stock at $.35 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    100,000
     
    Note payable issued on June 12, 2010 with interest at 12% to March 31, 2012 when the remaining balance was payable, and is convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    200,000
     
    Note payable issued on December 23, 2010, with interest at 10%, matured December 23, 2012 and was convertible into shares of common stock at $.084 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    16,800
     
    Note payable issued on September 21, 2010 with interest at 12%, matured March 30, 2012 and was convertible into shares of common stock at $.18 per share. The note was renegotiated in February 2013
     
     
    —
     
     
     
    32,000
     
    Note payable issued January 1, 2011 to a law firm that accepted this note in full payment of their past due legal fees. The note bears interest at 6%, matures January 1, 2015 and is convertible into shares of common stock at $.15 per share. The note was renegotiated in March 2013, and has been paid in full
     
     
    —
     
     
     
    89,300
     
    On November 6, 2012 the Company issued four convertible notes at 20% interest, each, net of an aggregate discount of $21,138, due on April 6, 2013. The four notes were converted into 1,041,622 shares at $0.10 per share
     
     
    —
     
     
     
    122,774
     
    Total
     
     
    —
     
     
     
    560,874
     
    Less amount due within one year
     
     
    —
     
     
     
    471,574
     
    Long-Term Debt
     
    $
    —
     
     
    $
    89,300
     
     
    Cash payments for interest were $55,198 and $31,008 for 2013 and 2012, respectively.
    The four renegotiated notes above, totaling $450,958 in principal and interest, will be paid for the next two (2) years as follows: $120,000 in 2014 and $120,000 in 2015. The remaining balance including attorney’s fees and interest is due on February 1, 2016. The debt is secured by 666,667 shares of common stock held in escrow. The escrow account releases 1/3 or 333,333 shares per year to the Company if there is no default. If a default occurs the entire amount of stock left in escrow at the time of default is released to the former note holders.
    XML 55 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RENT OBLIGATION
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Rent Obligation [Abstract]    
    Leases of Lessee Disclosure [Text Block]

    NOTE 6 — RENT OBLIGATION

    The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $15,447 and $33,056, for the three and six months ended June 30, 2014 and was $15,173 and $35,159 for the three and six months ended June 30, 2013 respectively.
    The Company’s rent obligation for the next five years is as follows:
     
     
    2015
     
    $
    37,000
     
    2016
     
    $
    38,000
     
    2017
     
    $
    39,000
     
    2018
     
    $
    3,600
     
    2019
     
    $
    —
     

    NOTE 7 — RENT OBLIGATION

    The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $61,150 and $45,961 for 2013 and 2012, respectively.
    The Company’s rent obligation for the next five years are as follows:
     
     
    2014
     
    $
    36,000
     
    2015
     
    $
    37,000
     
    2016
     
    $
    38,000
     
    2017
     
    $
    39,000
     
    2018
     
    $
    3,000
     
     
     
    XML 56 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RELATED PARTY TRANSACTIONS
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Related Party Transactions [Abstract]    
    Related Party Transactions Disclosure [Text Block]

    NOTE 8 — RELATED PARTY TRANSACTIONS

    The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

    Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC

    On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $122,195.60 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”) for an aggregate purchase price of $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”). The SOK Note, the SOK Warrant, the SOK Securities Purchase Agreement and the SOK Registration Rights Agreement contain terms and conditions substantially identical to that of the Investor Note, the Investor Warrant, the Investor Securities Purchase Agreement and the Investor Registration Rights Agreement (as defined below), respectively, which are described in greater detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.
    On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 8) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.
    The remaining disclosure of this Note 8 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.
    On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is a member of the Company’s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.
    On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.
    As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company’s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.
    On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.
    As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.
    Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.
    In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.
    Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $0.014 per share from $0.065 per share, to satisfy the Company’s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.
    In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.
    Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.
    Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.
    APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.
    In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.
    In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.
    As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 57% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.
    On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.
    In December 2013, the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company paid $305,589.04 to SOK Partners in complete payment of the grid note, including interest.
    In connection with the sale of the Preferred Shares on February 4, 2014 as described in Note 3, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased 19,231 Preferred Shares for a purchase price of $25,000 and received warrants to purchase 3,846 shares of common stock.

    NOTE 9 — RELATED PARTY TRANSACTIONS

    The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units in SOK Partners.
    The Company, entered into agreements, in 2008, with our Chairman of the Board, Lawrence Gadbaw, and in 2009 with a board member, Peter Morawetz, to pay Mr. Gadbaw $25,000 and Dr. Morawetz $30,000 upon the Company raising $3 million in new equity. Mr. Gadbaw received 277,778 shares at $.09 per share in June 2012 as compensation in lieu of the $25,000 cash for raising $3 million in new equity. Mr. Gadbaw was paid the balance due under his separation agreement from 2008. This amount was $46,000 upon signing the agreement in 2008 payable at $2,000 per month; the payments to Mr. Gadbaw are complete. Mr. Gadbaw also received a warrant for 30,000 shares at $.15 per share on June 30, 2012 as compensation for service as Chairman. Mr. Gadbaw and Dr. Morawetz have both resigned from the Board in the third quarter of 2013. Both Mr. Gadbaw and Dr. Morawetz received 50,000 shares of common stock each at $.325 per share; 20,000 of these shares were for compensation from serving as Board members and the remaining 30,000 shares were issued to satisfy previous contractual agreements.

    Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC

    On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 9) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 22,463,172 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 48,603,721 shares of common stock. The collateral that secured these notes was released back to the Company.
    The remaining disclosure of this Note 9 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.
    On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is a member of the Company’s Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due.
    On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $0.065 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $0.065 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 4,615,385 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 4,615,385 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.
    As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company’s Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.
    On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 1,546,667 shares of common stock. An additional 7,500,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.
    As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.
    Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.
    In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 16,000,000 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.
    Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 26.5 million shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $0.014 per share from $0.065 per share, to satisfy the Company’s obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.
    In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default and (b) occurs and accrues after the date of the letter agreement.
    Dr. Herschkowitz and the Company acknowledged that 7.5 million shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.
    Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.
    APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 13,250,000 shares to Dr. Herschkowitz, (ii) issued 13,250,000 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $0.014 per share from $0.065 per share.
    In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.
    In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million.
    As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 65% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.
    On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 1,562,430 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 1,041,622 shares of common stock at $.10 per share.
    In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest.
    ZIP 57 0001144204-14-058012-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001144204-14-058012-xbrl.zip M4$L#!!0````(`/IF.D5(E]84D#0"`$BE)``1`!P`*_G_-[G?@ MU)GGV6XSJ9K@G>Y]^IA*5=6CW:J2MJ2>WC[7KI6AS)#$="9H@)1*<^Q^]QL1 M0"9$0D0``0E*9G>>44F9X.[Q"P]W#W_Y[__7]_5*>8)1[(?!?[T!;]4W"@P6 MX=(/[O_KS>\W'T^=-\K_]>O_^__UW_^/TU/E-QC`R$O@4KE]4=Y[B7<3>8N_ MXOS["G@+WEH*^D'33Z_AXZFF`D/Y_ZCVSZ;U,S#_O\K_<_;Y_Z=\N+Y13I7G MY^>W2_2$A#SA[2)<*Z>G^7O>>3%Z!WK._W[W]9.BO079W[[?1BO_9_Q_%41V M$/\<_[5"5#\DR>///_V$'WGKA\O(\X,U7/H+;X6?^Q.F0K5TQ%GZI94?_%7Z M$G[@VS"Z1Y]4]9_PGV\1`?G'\5^7_O8+Q0];/Z5_W'YT[]'/.ODL<%WW)_+7 M[4=CO^J#Z*'@I__]^=/UX@&NO5,_B!,O6)1H\1FTTY_WX]#0@,WZ1OJ)_`M+ M^!C!!5[BVN^X/WG1(@I7\*<[;Y&*C\/OBX?J MS^._5'S!#YY@G%1_)?U;!3>!YR_BZN^0/^&O@/)78G]1_07TAZJ/)X]1S>?1 M7RJ^L(E/[SWO\K!G[^]Z<"J#=)Q(`-^NL;M(L5Y;_C MC?!S3"#^%=XI9&/\G+P\PO]Z$_OKQQ7&+_G=0P3OT._0+C_-=_';[_'RC?(3 M>E"J+,[#(('?$^4:+A*D@XBB0*](5<4B^Z./X'RE@F_H_R-2M)L0:-_T].>4 MI.TW8)#XR4OVN^UO_27^_9T/(X60#4MLYB(_O_B?;WY5T0XV#`N8[G__B?YR M_JJ?J'>5*'B$$5)B-`5H7T<)4KGP5TPT7B`5Y,_9_2U_5(&=Y>Y+0$.KNGOY M,OM*D:3"R_-?93+,GLT4K%X0K#Y%P>IM!*OW+UBC(%ACBH(UV@C6Z%^P9D&P MYA0%:[81K-F_8*V"8*TI"M9J(UBK?\':!<':4Q2LW4:P=O^"=0J"=:8H6*>- M8)W^!>L6!.M.4;!N&\&ZO0L6J#>AJJ>"!>H$!0O4%H+%7]('$*S[35>/3K#N MJ:[V+-A<%1R58'M7!0`A%F2"!5,4+&@CV"RVT;-@MX@])L'VCE@-(=;*=.P4 M@S"@31`&?\GJ6<<6HEM')=C>$:L7=.P4HUN@370K#VGW+5C]&`7;MQVK%W3L M40FV;QU;"'0?E6![U[%&015,,=`-V@2Z\9?Z5@5&014T4\WI03+H--S>^^0GXV3O??06]SZ]G8QZ(1"A3]Q?;BS8]$O]"C9U MZZ9U#M!&B'`N2 M(5JNGW/9V-UNYX[59/P`^G;;:'&[W5N,Q2A8^(W M+\T%2[[4KV#U@F"GK#"';J<>Q6@NU;%;R&J&!SP?87%42"U?2L MQ@E6)NM3T40K6^8;_>62"==#W>A;LI*^TV@FVORLMXCI-S1HH.Y7%8UVF MZV06CG5SPI##,C+;'.MF3Y$W,[V/>A7VDEFXG3JTO43V\M206M[+9C\7-PAF MK\=;M\;DK5NO*$^RN6#[RY,D>]GZIFE30FIA+Q/(:;U=W$_MV"AK.:L?BZ4D MF:EX'>7KZ9XDH]J%ZVE[XM?3=IOK:;LG6\XNW"^X$[]?:"Y8M[]:)/L5%7DU M%FR?15YVP:US)W:,T-Y'<\'J_0G6*9B"SL0S59PVIJ#3DXYU7A%BFPNV/\02 M>VEJ4=JRO50,M\JTE]Q7=/JX8SI]W%>TEYL+MN>]C(1K3ZD"MK"7`1&GW9=7 MZ'X#$XX*NJ>@CZ@@4`NM/]1IM_X@)?]-G1?TI5XLEI)@)]Y3I9U@>[JMRP5+ M*OO4B47ZJ>.CN6#3+_4CV&)9.IAV'!NT*DL'_9W+DQ-H*36W)!F9IX_V>KK- MD&8(36WL/E,:)M-.T97'/0+1D/ M#S%Y[Z]A0$8H\<>8E/V&;]=)N/CK\A%_*;YY#C_#]2V,-C&>Y?+9^V<8W;P\ MPOCR[CV\38R^J\WV:R:GX49Q!-D?JZ45$KBWMMV[/]41>8D7"<:'`\1A#,\ MQ."QD]7Q`.2#?_^0S``1`DA!5L<#D"]^,"L0,7SL1'4T\+B!P0P.$7!L!74T MT/BP@D\S.L304935T0#DYAFNGN:S14Q]%&1U-`!!?YCA(69Z7!Z=Y1%_##?1 MC`XA=.Q$=43P\.>S110>_O$=+=?^]QD=0NC82NJ(P#%[+N+P.!;/Y0\OBM"3 MZ7/E.O$2B-E)Y74>KA_#`/USXH#@L$5@L">1HP``=7+,ZW\D!T3.+7TVS``X MMB-@[\YLAL#17(UE_-*W8C,"CO#R*[YY\*,$SJZ"<()%45S'`Q,90P\>]FE#0(6MX=(TB0LS6#I$GL\BA!@AVR&2;-8IC'"!3BMLTX:90`>B0P MR=RZFSG85?9SCR21+X_K["7QS0@XGF2]'/)[B7HS"(XG(2]GN"+6-_K+E>!15 MZ%L#B2I`GP%P-'7F!=-H1@!M+!X#``J6SVP?5C&XPPXEJ->-BVP;S$HA_UA) M(*]L[550Z+(^I]./,IT^IF:1-.]YWM],;39^YFS\PV?C3Q@]\^W6*)+YIXN@ MN19@'+4`$T307*T^F6KUB:-K+G8?<;'[U+$UU\J/NU9^XOB:>T"-N`?4Q+$U MM\X><>OLJ6-K[KP][L[;$\?7W/YNU.WO)HZNN2W\R-O"3QQ?5GS:Z MYJ;TXVU*/VUDS3WMQ][3?MKXFEOBC[TE_K3Q-7>LFD;'JHFC;&YX-8F&5U-' MV=PO:_S]LB:.L;G=U@3:;4T=8W.WKFETZYHXSN9F7Y-H]C5QE,T-(2;1$&*" M*)L[TE7GV\]1_";U&G-#NY$TM)LNAN9^>&/IAS=A#,WM]$;43F^Z.)J[\8VI M&]]T<31W:3M\E[;IHF=N\G;X)F\31L_<(VX4/>*FBZ"YQ=P86LQ-%S_S.,V6C1XQ;0X\YU[E.L]]G((\8 MR,7EF8'<5B//%Y@]76#.^GI,^GJ&^B1B'T]AY;:A)9>C\8>;2"+ M@K*`A3U#^9!0/KQ6'BV4RS$U81M[#KA)#;B](IT]TO`>#711*WL&^BB!/@*- M/A&@B]C9\Q5/26?/4!X!E&>M7`OEQ>#.IJ$$-2OR\2!<4)'/"!\9PF<=+D.' M9Z[4[%CF'RL)9-;3XT&Q0(AD1O&!4#SK8HFZF/(8CQ/(Q3C?'/\8(9`%U/$, MY,,!>=;(=4!ND'L]75".4[>--8&S09[RZX+$X;7$6"'1)*>W&,0^"Y:9LH^+ M'_X4!O<)C-8XF(+C*M.&4C4W>P']/5DO+"I+%$]60\=BP=>@[#6+%4/[]S/MW& M=[J---8EAJ+Y=!O5Z396+-5W8)PUTO@TTC2\MCFN-HTPQ`CB:F,UU%I67\Z` M/O:XVE@!+9ZQ,EU@CE3'C=7T$\_]>%V0&(&6&!DD0/'8`]]T-3WVSL/@"4:) M?[N"7\($'JU+62N'@YTQH-49`TYU]7#H.=80::T<9O0T00\]5N1X\7/P:2*3 M1!#=T>Q8\7/P:0\C0T_7C@>SRW_L,:R1&?-=>QO,@#[V&-8T`#UG8DPA$V-D M6#I#SKMJ?`-F`4,7P0*S]P2O5EZ`;8TB?N:N`/NM76H$-AS"_`#A"#TAQ9=Q M"LRME+*_R(**^PVH<\A\^#5U3X$ZP)K.,>]7MZ:S2G\%*KTGJ*CF-U7++$G5 MRB)%^K>KR']"]@5B?4%J?HM@N=[J)7(X M$](\5;6F)J1J]1,P(OH&;-V0&3QC`T]9E8""(R'[U*E7(=KQPH`<*C7R.!0( MBJI`YGE2B$S,*F'$*D%&2**D27H*;\T:9;P:10J&>K))!`W;&4,CP]"8[-J2 M'M*['69S[[X!>_<=R_FK]W3^ZB7SA;]C7@9PZ+'38L]AHP-(=4#AE2F0*"J(FG__!6 M&WB6H)_=8\A'%IC8O">1P^!GK.-1Z_`#U!D_9?SD$IGQ(X0?,..'P@^8\=,` M/]J,'PH_!ZU:SV,U#;^.]J?Q7(//S,]O.H[.?)X6>VGT=E/T\./[/]/"K[>73X,7;V<]Y] MJ&@_S_@9%WZP_6RTL)][ZSS$P<_L?XW/_YH2?F;_:US^U^3P,_M?H_*_)H>? MV?\:E?\U5OP0_ROOWCG'#T=[?F%7JC%^\)<.A9_Y_!K5^34Y_,SGUZC.K\GA M9X[_C"K^,SK\V`7[V9WC/U.(_]AM[.>^VI9R\#/;S^.RGR>'G]E^'I7]/#G\ MS/;SJ.SGR>%GMI]'93^/%3_$_W+G^.'8[1_L2C7&#_[2H?`SVS^CLG\FAY_9 M_AF5_3,Y_,SVSZCLG['A!V%EKM^95OR0I+`VM9_[JM_AX6>VG\=E/T\./[/] M/"K[>7+XF>WG4=G/D\//;#^/RGX>&WYJ^B?\YOG!IS".9P-H"Z!]D1P(06/M MH%"+H-D$VD/0W`.H$8)F(V@/07,7H$8(FLV@/03-?8#X=?`S@D:+H-%5PG,1 M-%O2X[*DIX>@V9(>ER4]/03-EO2X+.G1(:BZGGD^Q49[BHVUHKD>0;,E/2Y+ M>GH(FNV@<=E!TT/0;`>-RPX:*X*HNN;Y%!OM*3:ZRF8N@F9+>ER6]/00--M! MX[*#IH>@V0X:EQTT.@15UZ?.=M!H[:"Q5JC6(VBV@\9E!TT/0;,=-"X[:'H( MFNV@<=E!8T405:@N93;%RGV/00-'OSX_+F MQX:@FGK#&4&C1=#8*@[Y")HMZ7%9TM-#T&Q)C\N2GAZ"9DMZ7);TV!!4RK2O MZ%LV]YT:5]^IUGGV?7EBU?B9K:#16D$30=#"G_DV8[2W&1-!T-Q_,GSP2 MC?#SV?ONKS?K(G:^>L$]G#9."BSDORHQ.BU(#!%:+D+"#XX$$D5&9T@02%@9 M)+1"'9?V[5WH1BG^9-GJ:\$A,WGUA#8R!/Z/Z57EO^4O_2(8+@GWGH4MG+^ MJM8T>S4+$9*IJ%OFF@\<;C\"XU353C6GI_VX]1BT[OMJWB0#0T/K356K>L'H MTV>(3`LBM(6HM[$0^^H8:A:09<[(FC:RS#;(,GM"EE-`EK-%UMEZ`U=_1[): M//P5/OO)OV=\+S4D=XSC,V6JP$YXS9R!OFX03Z"^]61@9P<^/HW8*3@/@_7ZS"X3L+% M7ZDXEM#_!.^]U0?"[XSQ<6`&L_>TN2\)1IES;O-DB_UVZ^X%Y2]UA2J MWB'XNARN8P+\ZTPCG0S@Q^%\C0KP>7*K7D@^TU^K9AZG#M3;)+?J_>4CUD#B M=>JN<6J)L4'"+D#"W4+B-V]YZSW/+@;GN"N*Z7!X:MZU4.^MRB8+^:6)BMJW M:XC^NCQ;/GG!HI2?B%/8+H(XB398&-.&314O:8!NG_O#A9?V6*C\Z%X5H#TYSDR-?'(%#D,6IT@H)?X9S7*YHNAZ66YC0Q9V6$U MYTU."E'TT=9??3&8ZY[\0(L@-*+6S;!%EP M1D'/?094LP`A[W$P'S2C>RD*[0,`[VV#"M@8#ZJIG%4#8*-K3FC%<-A!RAH;0K)TFJ)W& M"BVW`"UWAM84H>6V@98[-+3F@V_$!]]((43->)LA-%X(C6XF7#6$Y@-N>@?< M6*%%'7!S<',2P:#;\0'WUAMI[)VFB$T8@B-5`M1 MMW=SF&`288*1WM=1XC'O%I80Z%@?FTF-QI,1@V MYM-B`J?%0&B8VZ>.^+2PAL+`?%I,[K08#!OS:3&!TV(@-,R]*D9\6CA#86`^ M+29W6@R&C?FTF,!I,1`:YOK72:#!'00-IV0[#86,^ M+<9_6@R%ACGU?!)H&*!=='E2TXR*L:*BE%PWLME,)=4R5_V.V!#5ACE>YFXZ M$S1$!\/&?,B,]9`9'@US@?^(3XMA$K#G%C13/"T&P\9\6DS@M!BH5&/V+<9[ M6M#CB/K"P&PQC!@#`^D!>\;`>#%@#W7]/6-@M!@8Z-)[;JT[7@P,<7E1GB$W M>PIC]11*EQ=CG1I7:(`S=PB8"IC:-,"AK=2^VDS,MR#3BVL-Y<7.MR#C53"' MB&G,FF)RFF*P6,>,C-PF,XK-@>7EWYR\@%MDCYJB(DZLH1&]-7JY6B!STT>V'WKW)__1R$WE!["VP]QV_>RG^9=H;H0F/9#_LR4HN_BL7*'LU M:WD/MB_(M*2Q[`NJ,&'>#_-^>!TU%EL[Q[@)T0\IP(W#`?S;]>8VAO_:X)#M M$V5547^:OG,@'X.O8F?6+7/-!PYZ3K49G)5^::!V#)+ENLD$\DAYU?W]Y M2#4^[E%IX"GIFI'YBG7P0<^"\?GN[+J*X!V,(KAL5JHQX[`##EO1P+XK3X]^ MD<6=MT>%RSAOBWE;O"K/D<;W#,O16`V'6/_YBJ^?*[Y)8J/F&N%LO8&KOR,' M:_'P5_CL)_]N&2-J&9V:+L0:AVAJ)'UL(=0)72G,H9KIAVH&.VSGK,5I92T. M?Y5C?=/5]"J'>""7C_B\*"+DL_?/,,+BBB_OL/[.Y)B\7,/%)O(3;*),&B7" M#.X85XV+LFF?$P M<-P\AS,XA,"QE=01@>,A@K/N$(3'3E;'`Y"/X2::\2&$CYVHC@@> M_M.L/@3AL175\<#CVO\^HT,('5M)'1$XX!.<+]<$X;&3U?$`Y(-__Y#,`!$" M2$%6QP.0+_X<^!#$QTY41P./F_ET$0/'S=$=+1]6L^TABHZBK(X&(#?/<#5[ MMH+JHR"KHP%(?//@1PF2#9NQ2J:#S^A])QF?.+9UP,0/@:'(Z M,W[WTCEG"!Q-UF;&+YVP.2/@6/(R<[]G/@0H1_"XCH"]O,L9`<>37[D-?M&Y ME3,(CB>'E"2)L;MH$Q]*T:;KHF7L^';[GTX31 M,[>,&D7+J.DB:.XX-8:.4Q/&S]RP:@0-JZ:+G[G?U>'[74T8/7.?C%&TRYHN M@N9N6^/HMC5=!,W-NL;0K&NZ^)E[?1V^U]=TT3.W"AM+J[#I8FCN-#:63F,3 MQM#-4TT>#,[N@M.QO>OKSMPLDNC@)2XDB7^$*O71YA0A^N4&^3NPM2/KHNY?B M7_`R?+O>W,;P7QN\2K@6HP3+\I]PPNK$`5G'4,T'>.AK0X/XTNS(*B_QX;2N MW4;KVJ#G98FZ3!6OJDPY[Y3W6=(H&=R]S#ZU./;1>T6$_ MUI!S.3>(>=C/8!X%F$=PKD\C&4E$,\^]Z=KTIIOU\IANO6-CAXZ/KT@KC_4ZK\&]]0SE$4!Y!%IYK%#>ZVCPN$E@%)\%R\N[.W\! M\4(^KF$Y/_HJ"M%;DY>K%5K(+.A)/O3N)4\M9NZ*Z0*\/;K:O$U`SMFFXB[< M'/IM>WTWMP^N5N`"[8-?D2DR#2!_@EX,'\+5\F+]&(5/9"7CAII[NN`58B[_ M,$-4,\3:7@3/NO+@NG($MNY$@"QPZ,\HSC]6$LA\XD\#Q3=AN(K?XRR48/D9 M'77'8PJTQU3OAD?-HLPH[VATS+KZ0+IZMCADH'C6U2.*JAPQ9(9Q\[KP M?F#;9(XA=\^9FQ-`1Y\S-P*OCO"//# MM-R*U+[A_M-SPVE13(VXX71FMFF-S3;O`V6C<@[/X,IAGQ(QV M1HP?(("@)^QC(/^+#%VC%70-.MR<#`L//KS[\!TN-HG_!%,7NV0=W?C)"OW^ M(ECZ3_YRXZVFC88:=K8HJ!?'X52)UD:5:*>:TY$S9OB4U4D1!S+52=%T M`=LNR#,>QH<'*98)&+29]MYAO(3^)WCOK3X0OM,&'[M6S*4`Y]QMNPA4)+B? M*E`LQ>Z1CG%%CF-:9&'P,8\[G&L MXQZ'0\/.5SQ;;^#J[^A<73S\%3[[R;_;F6W3Q49C6Z1&8J_9E=2W/L#V*/U[ MN%H>HQ-)(%`IA8GYCGI/OJ->B9OL3O.H45,A@\-A1A\19LB1-&-E-%@I'S#% M1>_K@-E9I_/BCTQ1C.G*M`8SLU'R6HR28:[:I4R%G(N)!BPFFM9$R&%2!VK2 ME`H3(,Z"9;8HI2#/IS"X3V"TQHW(IWN'LFW/4,G-WC2,/5G,FE'&X*&C@-BP M=3@SH/L`-*NB<@9TKX64,Z!'9KM.&+BS(2AL",Y`F0Y0QJR`BLULM_C29WQ- M%E\M.\P.=,"]#];@)DNBE"*R+8('^>.-]/]LD#V'D3QU$=?SD?Z\4 MQ2L[O6CS!L>:D"7X*5QXJ_^QB?QXZ2_H<7''A@..4%X9(FKLF5DOC$4O3,)8 MH:.BLUH9KUH9,Z"H\VEN-/0*3AAZ3>)5^V+Y#`(4IT6"$)?ZJT+D9$A MR-TI%=6=$31B!+FGJM$806Y_.L@N(,B=$30-!#4N^\5?8C." MQHT@H+9`4.^]&-5"E8XZ(VB\""+P:6Q)J_W5>1D%!.7.U8R@D2.HL1V$O]2S M'400Y,X(F@:"FK<_47NS@VJ\^7]XJPT\2V8`;0&T)Y'9EV?X\C-^QHJ?:7CR M,WY&C)\)^/$S?L:+GREX\3-^1HJ?B?CP,WY&C)\)>/`S?D:,GS'Z[S-^IH.? M5N?7L/B9(XBCCB"."4$X$[0PBVQNH#SR!LK4=#').<%;).@S$L:.!'T0)*AF ML3E$$0:?O7^&$>YF$%_>X<8&V<#S3AB=3AAH[=U9)TQ+)[A#X6+6":/3"<.L/5!GG3`IG0#4 MH7`QZX2QZ82AUA[,.F%:.@$,A8M9)XQ.)PRT]MJL$Z:E$P;*5M!FG3`^G=#? MVF^K'JU"U34+":5^"9^< M1@)M8`6&AM6LD4:HD<8*':T`G?D>?G(:26L#*VUH6,T::80:::S0T0O0T6>- M-#6-U'((]\"PFC72"#72X:&S"?P4-_&#%T%ZU=?0BS<1_#4CCWPD?US^M^(K M\--JGO_[]?N:A_MQ:&C`_AE]HOVSOR&&OUUC`JFW+/TG!#1Z%?!7OVS6,/*2 M,*)1)DQ:4>#T$RM>^!X&X=H/V*_DB9I^Y_Y#\[\6.!>0X>-F3W1EDO`'A-;G MO_\?IZII^--][YU[\@/0[_A^\29^\%=F?R3G:DR]^<$^Z MY"D98+_"N[T\R3>$YH\>>OKR&WBCX)>3SV&8*4NX\-?>*OZO-^J;7X$.=*1S M&KTZEY$L>O42O1J;7A6XIMZ1X+/%`D\4C[_"!41?N5W!+S`YWT017A11N>I, M.G77!F!')NN-DJ@K2]%@4N?:FF&VH^XB>$*_#:,7]!%A69GL-35,32V`L/B* MEJ\O"\-BOUY#2LP4>_U5!!\]?_GA^R,Z5_%,\3#]\5JLT1GP&]AN'SV5RMQ*;)U.S#*>!=YMV1Z*;FRM;VIZZ;9 MC=STD^("9"M\W7)-VZ;W1>-W4D)@:WG3U0W-XKWS/$3*/TJP<+Z$"8ROO!=\ M'#953("MVX&*@.X4!,!^K30B*8&QE;K:EKS$TE97&,>Y-US6!6Z*K^HTR2*-$QM;UFFK: M2`FT(.U]UICU*T1FVJ8QO#2V;B^@OOI%GMUAU7+RY6]H#Y6GE44E+DV._XO&E-9.%#XF+C!&$L6[,=M5)#M'L] M)0^V\M:QE2?X^O-PO0X#ZLKSEQ?!N??H)]ZJ\#5Q&7',<<,U3$,O&I7<=TNEEA(D6Z5K MNH8L)Z<3M>^1_;`*B2]]G7CW\`.B+'J,_!@B"P-?\"`=N%EO5EX"E^\W$7(, MZ6^(RYY]'`!7ZKNJ:6E`F^^_J1`TE2_9IAQXD)B'UZZBXZN"HJ*[^I*$"4B]OD$'$MM3=`?8?37 M17`5A0L8-Q`1YXPQ++-JT4HOZTQ264@F^R`P++NHN<1(VM^/5R2/X2)81-## M)T;ZOV4BJS->RL2R];ZFZW8I#"%*B"0&C&^:CLN]M'H&V$<%TL:6%`:P[WP1 MQ$FTP<F/890^9N].1&0-.'<.CJ93H2!14J0Q(;`.'(?(U4U)3'R%,?2B M!;[[+QA$V95CC?!+2:AENCE.5)EJYKME$,I`"K8.H\3_MX==BK;XCV(``ERJ:8$;!Z`ZE0#GFV2AS#"JR0N8XNO?!TU^P]#^>Y> M+8=*2J;VX%1>;A+0V`^!H4KZ/G-2#/^X"?T7D--.$#KNA4S$M`GO?%#[KO`EUD!0R\`D#7YFU` MK<$-;%6O6%H!<=,4&+/\R_+_L,(I4YV70-S.!O,6H+?`,UP]===#EO@2S`81 M?1)<2C@([%:^YKP`Y'D?PTW4>04<\168M\#>"O@2E)!03#9U">SY(*"7X-K_ MWG4%G`:.<3%SV>3?U_BM(II(/,&GJXURWPG\[U86P.9-W!M9Z.R(',ZN-9`Y`U< MV?G\W(_M^U$")5@QXOZL-@._RI^5L@KB/JTVF_/[/NV=E$40=VOU62-5N;4R M5L$51&J/%LIRR#DW9(++]V83?_J>U\9ZR#N\NKS*A0,TYNV[I@%G._=*S80NKC7.^X7TU$+NX MYVO,`9YBY+C"W6H@=B%7ERAVVYJ]K*HT*BD6C9"O2Y:A5.=_Q,N0P?^R;:C- M%2VBF9,6Z,,U;"=QH#:YH9U17CI;J:SE)E*?[V3;GZQM9=[@4O956>Y?-F3* MP(#)9T`M^J8QIG._C,0TRR4YTCD>CTBEY'$`U>`+%?>V.Q:I2BE9`*K)EZIQ M/$*5480`5('204VS^HK'CDRF$HH*@"I0YJ@9FF/V<_U1&!55H.`0`"GI5V-'*5E1(` M@(!K91^-+2#K7@(``>_*-6WK*)1K=VF*>%:.J[EZ3TD48Q!HUXL;`$0ZM1W/ MT22AIPP``HZ4KIFE"46O6:0RFL0`3<"/`D<#4QEESD`3<:%<6W..(HHBI7`9 M:`+^$S".*"PMH189:"+NDVVH9D]7KF.0:>=\`4W$5<(A4^OU'DL2$@`T$=?( M!L9KUIK=K_0U`4\(D%N1?JJLQR3%UL7J0!/Q@%[W4=.U_!QH(OT]+? MIE]CDF+[['J@"3@]X'4GCG0O$@>ZB)>CN0;HJ3QP1&)L7_<-=`''QM3Q?UZ[ M$%O7*`%=Q)&Q;=5Y_4+L4G4$=!'?1=-Q-/VUR[%+(1'0!=P7_77?24@I#0*Z M@`/CZ%I/G>U&),=NM3Y`%W!A=$-3>VJG,")!MA6@@/>B&Y:A.\.+\);_@EOZ M!1\]/R*S'<[B>+/.;F2_/\)%`I=X,#00&?$CP2O4G3>_7AE_`O6S9KRG!-<+ M7^.48'N74'>1`/4_`?BLZ<YF?GV,4IIZK2<,EAI!W] M=I=23VFJ!)W69W"4KKCD6DH3S-*46D=I:L14`I^U8]>>DFHHS=0W,CX#]<@% M*J^"TL3N$5#_/')Y2JN<-$V"47?VCV0539I6)M$CEZ>L1J6=@=THXS MTBDC1\LBWL]QVI5RDK,L@]S[@F/>PAWSLBSLWEC':.5TK@6WL!\#<.++,>.O M?8F=99-(Q>>C3#.04%MGI9EKQWHWUKVLSB*9:Y^UHTS,Z%XW8F/_0T,N\B$% M^([_IG?TFS)'[#?,?WP17,'(#Y>_16$<5TM.=7:24QWI&1BV0/V-H:FN*;&+ M:`7O8Q%OYW/9%JC%D9UJ/BIYN@5YNM)37&R!$AW)E24CEFYG*\@6J-217&`R M)G$"M7`JJ3UD$-DB?:\EM\(9L8`EV)VV2-=KR77THY(H*$@4R,_1L@4J?60/ M%1BQ?+O;^;9`TP+'=&W+?:T2U0H2U2043=DBS:]U4S-,B>.+1BQ1Z448CD!G M`]>0W&UL5`+NMRK#$6GF9B.5`&1.&ABQ@#N7`3H"7A>R"BS',"4V*9(AT;C1 M.\0G.]7XMY_]P%]OUD4Q?\6D8)%V=WZ=HG@HR.T(S?V2H8,C#IB`\!;C0_[GC61$(LTQ4:"]Q\$O-K7H2>PY]N M@YG!\Y)4+8F(A]DAG.H*#1AN,4K[B%9(P,?LLD+B00!M7J"J@*ZPCRDEVNL* M!052E3?[F)7K)>ICREDOH:!`\['V1[1>(D=4^_LI5R@*,-O6+3>4A`42CPEH M32YE7_,"E2]LA$\H&==EKE#\(#7YK'E#5:Z7Z`DE9;V$8@L&";DUFTY_1`LF MN,&Z+I:FSC&(@?96]Z42BDW,MPMMMU5F6+0S*C15*#`Q;Z26&ZGCX@C%).:+ M[XY;IW4"CZ8V"$+,3FW;W=-A?<0S$4"C$FOY`?5XL"DD/BI534""N-^0.4MP*T$JF4E` M@MH1[>'ZZH?V>U@_'@0*B:_Y'CYT:U66%5]GQ%>]Z:L?__4Q@O`"R2Z"UM@UF6( M#IGI?:G:*NI'(JX^$*JILY@'<"PU,(MY`-M?TXY,S/\(5^@Q*S]YZ63;:CI# M;N0JQ)0QS[TQ)V.382\:V.#*OB\+872R;VO@:BS?C,C0DM$_HC$G8Y-A+_AE MN6=3DOV(RKLI"0LED:8WHFJ3IA.O^,JZ]>6?)IX"JNMS#>EA[A`U\;Q/9,+/ MJW28VTA=*.$SS\Z=%5>G`JWVJR24ZYGM)3#G$W8JRVJ_2@V*4=U9X35-*Z2$ M+9[#"<"'F7 M;VQ*/GIFD-HW(?HY-4AM2@14RB,5M0)9DUFQUY>(E>IN[=RL]S!>1#[YK0@: M*&ZM-[_>/$`%4^0%+^@!ZT=_!9?*@Q\G(9*WMU*>\E?Y,%9"Q+#B*8]DG93P M3M&4)%1LY05Z48S_#4PE1M):G2Z\1V4-E^01"_)X_/TD\I;H\8C6-2Z&4.#W MQ0/F/U:\8*D`55G[RU,BD8HOHV\EB-C+FW/EW6:U@HD?*.]")"'R9?2Y6S]` M#\>?B6"\6:'UW\1^<(\(?LX@I7@IIA3O\3$*O<7#VVPM^U\=6DV!%N@N0J@FN?%3=`/V2F([6<-A.\ANT6TZBY!'2EV/RF:AD`5>N; MKE8!T&%2K-FF9:@#DBRB(5RVD-62:NR=8FO7IV8K9+5,L:$R*78M"^@#4FP7 M9&Q7R]@`;(HU6QT2%6Y!QFZ-C#7VN6&:YH`R!FJAJ9>:-_6B*-:9%.LJ,`>4 M,2A:\R"3L491;+`IUHUB%4_O%&M5':(HBMG6A(U\B0X$$Z,CB)-H@T^C@C7R M%:X]9&$']_D#BH].;2Q&FG3=Z6*0B@6CD(K?B8`^N1%0XX9-Y2:.EAD1#8\3 M^35M"DLCHDM)ZKPS`6Y$]*RI3F7;B&@T$_3"#>U/O8O\Y;V84R=@3IB([:&JNHG`!X3+^&(7K M'>WX^\W5OLD^=:FI(/5O;DVC@/XSV>:#"J\U/+DM@;"`P75/3W>SP[TABC^P*'(*6P%@_0/ZCC9Y=@>/4 M$IBR1\Y4=>S"/G5D3_",RCZX/;7*.EK3%R788>1)Z"_!?DQ;30 M0^*M\(ME:RPB.A`LHDG$^\07>_?W1+"`+K#%^YD!IV^"1;:S+=YQO-C" M!6*OMGBC*]`[AD54B"V>.*`Z1CN*>Z\1&TE>DLW*B\_+/ONJ2JB2RT@7HO?4 M(YN57)_EA3E#5CZ/92%:-JIMOQ`"A=!VDXY8KW0A^M\1K'KJK*Q7';*L]P!U M)L/53MJL(NI#%$A-3-J-PY8VJ_0Z%7B3I,>C$WCC>*K#*L(^1`G5>`3>3X<; MAU6.?=P(%Q)X7>C$/_J#^RP8+ MK"SU,P3=NC191R"0C$Q"T[%D#IH6Y6-X^8FGI#.E*IYMKC;J;-XK?](:C;6E M9IM6<8X$'2%9;KR5<&,R:@7,-[]>.7^ZGX'S7D*',>D<[67HK5;A`FF,934$ M\/N"6,A>H.3`OIEW=%6WBXEZ0F1()9ZUB.PK>QTGM]AJ5^H_K!]7X0N$US!Z M0KN@^KM?<%2=+#Z&0WP3)MZJ^/?S,$Z^A,F?$!&[".\#_]^(BL*QUD!WL*_S M@66Y:C%N.@3U@XDLO=CX&$;9K_#GVNQ^ETX:');B/4V*9?D0KI8PBM,H[%>( M%$0,R1^N'Y&]T+P=A8O0\'N`'HG+0K!A1*I4DEW-2ZQX]\B%QTI,>?:3!\4G M[(51C'Y*ZTT628C-!?QPY!$F.* ME6<80?*$==8((DCM#O2Y[!M>OA=Q%4V)*(CLM@37KI!/9E)1O(1\*O'7,&.7C^$& MBRG>_N+'M\JU'RQ2#A*\RGN2N]NL5B_*TE]M,`MU4D!D(`DC+O$;O6!/;B=8 MT&&$U^@NHRJO1T),/*;)!>G:%!D^(?]*ZW_0.]_[$3IL\+*1TIXG7.N#I$$` ME%$2$PCA(J53]*)3\%8S#?.M0_3$ M""W+'7HZ6N`P@)6OQH]%-AMZS!KSC]VI/+5P$E/UG1RWCU=VH-'(JTTC'!5)<2/)/\`KI,&RR=YZD M51HB7 MWA'Y52R)>*(8SKMJP&1US0MZ;V5"4';,Y:'R[ISI](3,O>K8,LKJR.S`3OU" M:6WX86>=`WK;R&>H)K-,IT-@6_*V$4@R-RR25'\`OLT"WV8-7@7RQA'Q%LF! M/`0#`@=3JX43R""WU"Z`Y=:_4B<;8!U9%/'-;(?&E/3"@A0UT\">,#LP3A:\ M_*W?`R\M3\:MP]-ZY?--%$&VJ5$F'["-!MNVC'R7B;ZXON$) MYRQCTQMW.>IYN0`W=Z/8;Z@1Z;+YEJM=`#>'HC/CNZY4V^YH:?3L(_*<'M!O M<<3H`&$4'?`C%)I:TJP\+DHLISD-2/)IW0ZIYR$7.%>/ZYOP(^+D8GM!4V\% MZ#4;5,",L8&A.::=T=Z`G#[9:+=;N\W/UH&`\7-H:>DE:57%.74@8`*E;#CC M8N,PBRY@.,F1UI67)HA=WA6L*]D;7MR24G,0-Z=++ELBD!:WDR2P51%*0P^[ MC`BJEN2A>9U4Q8%4PX(F7K*G@LIP7AT-^*#0 M&A0'FE3%;GUWUZ8RD&OBE>;P;8E(.V\LASBE(SJTAKD'P0Z[D*HD3OU/4Q49A]`'( M&LI%KQ)UL?$0VX)_>93GM?(D3U&MWDIB4Q'2]@GB8LULH2G[9_0@@JI.0OD. M$6=7CI3&+6)%@]>#!O>6%!T"\0J#/*?RAXHE50PXI]Y M6$K\XH[7*A\`RZV,=N:OJDP`KNO@\@4^DS_10!,XBW6!`(!NVL#2J:0L+BW4 M'0B6,TE22U_BDZ^C?Z/?;E:)A\DFZ@@]+JS*>!>Y@-2;ML9I0Y9LOHP"7T8- MW)W#\%58:+3%<2IK=`[##]MOILG]N?/<@J\&KCHHL=:,,D'6MK*1QR'=7KX; MAUP"ZQ@M*NV;L$)2+4!IL%,D4\V!_Z/N\\6GIQSJKU8XA.7\(3?/2'N^X):# MF:[_>Y9EVMC(YK6K5]&QXF[C]QU($^&Q+"F)3(KT_\.<.EL'OA.%)5YWC1"_ MP&1GAH9//KZ.3!_8@B4!H\`RT2'AY!R)T$$?Q.B3%\$B7,-/85QW1-67T^F< MKO>GMJ%IP"SUX:8^BHGW6#7]IVZAFKIQ0XAK8DQOFDZKD#2&,2P:_5. M-<=R;0.(BH:JHRP'X@OUEN^\V%^T6$>!(]ER3<=V0$%^C8CJ@R,6&%P!C6`" MQ)-5[!-W,)8$(&6J`BPYKJF9Q5213AR1.UQLR)/"OW6N1` MWP*H(D>SJ+:L(ZL?KEBX%,@!$->8P[`E@D.1M$A1K2G*U0:I!`08/3/=^P;=>TU;SPA/E2*>11DN0TP;<01'1-LYN0M\NV2RO@ M;[SO9W$,T6?1*GFX.!.;T.?H`2]W841Z%S00)]M?UC35IV8ZMICL:F MBKRO,U6TI#C=:'3@R*`*QY[2MD2K5?A,FAR("XXS"H8KN/V7RZ67%BE[Q`M? MI"WH_>1[M]G,WR^PZDZH1K9T(W:*5A:5Y5?*HY"2)MUYO3.%VXO#LHCKLM%% M[".;E5Z.P[.%Z\JZM]("E'&*T#W5:;)TURIK0O%3H_Z3'[X_^A'ALF*:FH@P M#7QQ!.Q3H)WJ0(2V\ALYQ3+XB^@AM56/NQ:EN*KHRGO!3FL:26[:*U.WQ8:3 MBU#:'U=-&U+J-N<@&P=7C0=8Z39GEEIYB-)AV&H\ODJWV:>G3I^=!^'*?VJZ M5NPSUG'UPW-U[7]OQI3#/HP!7EM277M$L`]FPP9F\8BH>Z$$PB@$N,*>+H^FM(B.7D%1 M9T?"VKN`6-GN*5!/M3R]NY*@ODAN?,:Z&G'JU%/5.MVV3QJ4Y.9'CJOG-+NG M&C@$S8U5L)OZSMHI`*?J89#1W%AQS4S.B&Y-/P@V&A_>+JF:QU+&_U^$YFIU M7-%(HN>8A-OR)*R@5"9K4O1BRS-Q>-::;VS.V'``]-H&%HW9*W:\*&95#G.\ M&2IWI(]8LXXBZ4,RW/BD,51N7Y;ZMD%CX+BI.6"HW'XL(V>X\2EGE!K1T2P# MPO*8.6Y\1!HJ:PAINHVM,7/<5$<;*FO8)UGAUIB6U&Q/+KLB*5FJ`2RMIEUJ METYU`HU>Y9Y)XA78NLED5Z@]K!PN6QQ$#6JY:_K##L]F<^0VJ/MF=QL:[P>'C8+3Y>0I:-&T19+/Z4/KL);BIW,N`,1<#Z%D` M0]5/]5J'K4A9[SPT7Z@T"&/FL8'#\]!80X(T)*.?JL9IO94V)`MM%(.5!\/2 MN%)S)G*S[,KSFV=[&X"36@?4HA];?%<+.NH3:@RZIQI]:VN2?D@B=.!&#S$> M=A)LX&]AN-S/Y!*2"SN6`1S'+D[OJWII!\(8@J);G-%W%Y8#-%,Z8?P\=H-N M8D:GV%JN61JZ*T`8GOIV>4?^>KW7F%1D%>D>8GO)"HYIE,8ZE-[7CAS6VG%2 MW1S7QIWUI)`CLF+LZVK=`88E3@[)L;V*PKNZB7K,A6+?,UNJIA=V6^%5S:E@ MK0\G:B119;O81`RQ#U0RG#96Y3=Q^D=G'CF:ZNN'NV^"=R&$M)^>HT2U3 MU261([)P'(?`M#37%!?/;YX?X!J!R^`])/WK2!^XW-_#QO!5!!/O>_-EI#LG MT>U`=``*SK(H'9+I9ZR[P1DJ9=JFHQZ,`0&D<-H@V8YIF1T8R(I7LU,`*88O M8;#]9WX8D`':+;##/HQLP]'0>;0MH!6@01K5+,2P3R?7<@Q;TP:E6@0F[.-* M)W92)3U$_#+&@Q.FE MQ&[L-#1#(BACGZ*\YE#-.6(U`:)[`'5H4V&(=%UJUD>JGKI>>62@4:@-4[/. M4@,S*8!0D5Y,S7I-B?.X*]?$XX/BCYMD$\&L-_>5]T(.X/<;V#2/VS#9)H!N MU12TBE#1DH>+X.8Y_!-Z=,]#)AL=F2TIH; M?`'9E!FV[:#7%4R+4M*>%V2\-N6%;4/H+5G)":%9(5]$&N$K:0#6VEFFNR31 MUS"F:Q5N52M?VH4RUJ'!\9L!*'H?XI25"]A!"\)<L MO1%]E])$/!&2ZZ_^CY:7O?LSC>K--^/^FXG/V< M"!9$Z;Y'(HE5/1&]%YN2^1K&3`6F>,236^QBN+4_VBNE=,M_TZW8FQ[A`AD3 MN/*JQ3:P$$ZNK,^4&'HAKF>PI&]Z[S_Y2X@T2)M&&D:IAU1%5Q*U-[CL4]^K MN+[Z\5\?D:U0S*+-#JX64F.E+1LDBPQ]IR?1,3@97H+I-)H6$F3E0:<2U%Q[ M2`FFG-`2/%O^+X-Q[]-&IG?6O2W.0JD6A.CM1 MX/S9DBC8!IAANRXH;,/&%`W"TK=4Q@DN.6TWT\7@=!ES;%6SG>G(`:AMY<`V M()'Y:$U("J"M%'C-6VQW2F+06HJ!TWL-S^,QM0G)06\K!\ZM%#!==X1B<`MB M<"F..-=4JJ85,WG&R9($M<_K/Z?:P"DFLHQ%$$`MS(I3*9[8P2[--$U][!Q) M.,DXK>U,?81;ME8(;0\R3B<\"ZA3DD+KIX4VJIZES.^:%3G'4\(;56]*]R+>BPB(*>=6VW/NIRTMY%=LU5R M)$/'<>99J!88TR4$3PRMU1RG_85AVU,20VL]Q[;F3-W0QQ3%X8FAI:8SU@B&VJH*NDOH M7A$K<$SK$`RUW?9T.]"*F8NFWA]#5%Z!#(8XHZQ)>L7P[+155X!CI"";UC@$ M/VTU`F`;'*>F:?>H$.KY::T0.+:#O1UWTA<[U5$=$W`:(NB6:QE]''3\=!F3 MT^H3^1^&/11E4C8I)T_=L`VU#R7*9:BU$N7>90W/2UN-PVE3>FI8CGL(?MIJ M'$YWTS2EI"]VJ%M3"5#C-$8E=\?#<]-6$W#ZJNJJ;?2X>>KY:;UY.,>U!;0> MSY!Z?EIO'EYW5Z>/S<._;S/,Y'+ M3UNT<7K?GAH&L`ZR0*WAQLD$T?O4U?7LM-75G):ZV56G;'Y$[NLX?70M,!A= M4N3,R;,83LI2M!0G74+K)6[(YZ>UEN($WVVM!Y.%STYK'<49++Z=><3C9MMV M`C?^.0N6Y4\5I^^1.ZBK"-[!*()+^O/-(UB<]L&VJYK%PO>N!!Z"80F7^;PF MQ731\"3%)$%?<7HA`V`@LUB;N)RZ)T5P^BX#PS6FON#4Z]?[J$C6TCY[[^$R35,DA4D^_'BU48;Z** M[I=8+%J%NVQR!O)1[=.:D7'H1I:L.($)WOQZI?TY;"M+XCU]AKV8>1ZND2Q;E:8=%$'R@Q<%2#?$9XO%9KU9>;B[ M)[SS%_0(/B:%G-B756PHPG_Q7B-EW[OU5X@I&-?VE*\EK5F;QOU7#=(-]A\A MXA^_]Z6^'RQ3J10-#KHO)\&LU5=?TVH6QM!P>4](CO`.+_F-O?=;/DR[[CWQ MN,+BF72[[JHVLLUW7*FY>74G7*`/V0FW!*:\J?]G;PEOPLL[I%9AA-:>9M3: MM>S?YBYHW]Z%Z+V7=^_]".WL,(K/'Q`-:R\HGJ(W/C+"+N\N@B5N!;WQ5OLG M*MW@?#\=5,U-@%IZ:21<1>$"PF7\,0K7V+3U@@6\C/!4Y,N[U)1N/)3`M!C1 MME,KG:50&J?`)T)@,6Z>0Z'%R%>AJ?!YR3T\X2/Z]DT&5'RRG^I6*MV.:3 M8746`5GG\S!X0AX@F7Y3_E+*=DQ3F(-'UK(AG??E@8)%H323&`[:Z`[ MXQ07G*,7L>EH8BS@]=E--2V:>Q_N[I!9X#_5ZB3&Z!G39@W"2+5D0<:-B&!S M<+[#9?ICC`1*3'Y0`6DCVV$T]::PHU)T[84IDNA&U2]&` M!^);[<>"R2OCW9Q-*,ZXA'*9/,"HN75A"TP=!:9A619]#\TDI!P_P1\GLDTO-HK?JX(S!#U#:+!@?K_?N!GNQ>I@X7@IXZ1;/`2%#-1O]QBM$;/B5E9Q:K%\05 M^6[=EUK0+GYOH.;IZT*D4*;>+O22LGT1?/+AYO(.7R2UH)I;\%JP1UFO+E&9 MWW6ERR-1Q@8?'\6X@!@=C;&]'_BH-/V_G:TW MX>(GN:/]?@/?[P?]GU4**2`2,+:`3"Y%.<>/RV*-D9`.#;6X= M7@J5KF`_%D:I=6VUZ;GU*`\H"=;Q)Q"B`:H!+(VN31!F(77LMM%$?,>Y"S=> M!B1V?'GW'MYYFQ5]@]#K6C;()'.%;WI$&9V`=(0S!$O-:FMCSW+$<[981,33 M3K][L+UOJ:QLD5I(4.13<9B=[7MY=P?QSKJ\NX8+M,=P]EI-&H1>"`_HXIBV M6-UH<8Z$5CK<><3UP(DH_BQ60UG,B=&>D\R$R<(E"^@_P>5E\!7&_GU``C\U M5=)Z(6-<__:;M[SUGJ6@3L`L,TMWIASZ*3/U"2>^_!XL880=GTJC-+V31'8% M1']=9E\I\E9VH2MX8&>'.(9EVEN3LDQ0>VH_^E&*0K81DL:(U>JP)8.0$O';E*B[%$HWX37Z?OQR M%<$G/]S@*X@D0O3@O*7[")+LMS:L"%@CQ7!F*[+8=X&I*>,OL@PJB@>WQ$-V M#]C3^<*NI-&!83BUUX@4%_)9ENM46)Q&K9:C&D9;9HO78P5?-(OQP"5=\#'@ M&@.!*RE-,RP=V`7SF\M0/Q*0O.1`X&K+<-"!9VN@!>_B)T0_?K+%:00K?G`( M,-'79;7%:?_:X/3SXH?L`U]@LK/]66T;-`"`J$737<-K6S\26%Q M:-F9!=F9,F0G8"4!P[6,5R`[NR`[6X;L!,PR4K':F^1DY&W5Z16A$J)=^+^O MO"URC=`J;8OBAV-*B84CJZD1!S+Y_@7Z>CJIX2)8K#9+]->//CX>XH_T'6BU MSBQSQNFDJYM[;F];VH;F4\(>Y;3EU8`U4='4U+ZV%1/'*C-L1^@$D"FH[*9^ M#"`2B"YIP#0<<54O$TR9@W=Y=X4X"A)R`XJ>4A-.5(V"=`R*4;8Q"8"X(JDC M:D#>9*P\K]Q[4O*0K#,X]>;B"J.[;-)-=6BP"-B#EFG9XEI"$FC^`8-E&!6B M?NC'V$?*IBI4GTO'*DC'HACE#58P@?#:LVD;G%$9,&!;FHXEY!&,4CAR%0BG M/[3I"#GL+075\>KJ2MZ8;XIP\10Q73,9U%?2 M4^D@/H0K;"15%<"72I>!A(W,:2A->XLETCH2+WFCL\[I*6T*.^=-4X6:$RX#69R>T^/A53(0V=T"#=?NB7-V0EAORRR0G:ZY M+MUKLUT6G+ARH=M2M>6..XVJ+_58IH/3D+H9'6G)W2:)$R_`3GG/1XPAJ]2+9HI-CB72X,JD MA_M.^=S+0`8[ZJ/IXG&-:8A,LAKE5/Q9XC&SL8JOE)Q0YI[3!%DSI[_?9*=F MF+SV2J]-9'+W&]V?>=]>G;SX2@DM%/><@2%-<@(FP;Z,#<=)I7ME`I.\W=BF MLNN*7P>.57Q.07P.Q3T[H`=,5S=5\>N,24A`QH[C6.&FJ0GE5'00VD6PB*`7 MPXN@9C_\`\9)-CSB,NU)S!V,P32$.%:TO9T3WHVR@9F4K4TX33I[D=+0^T>N MR"RVA0U,PW;MOI5P+M=^>F=9=)]M5C_$/"C5B"311LHP7D0^0=/E7>'W]06< M-?TI+0L1^X/_HW+G!UZPP`'GR/-C_+]!F"@K&,=*\N`%RM^`LO97*_2.$_22 MW=(HX9WR-]L\0?;<+\H//GJ2I]R'^/N/D?^$^XHD._(JOHJ`B+^KA)%RC_91 M`B/%"Y;X2>A1^G_@SR0/$/TM1)0\9B6B^6^_G%V_/_M?"@GV/.,JT>#^1'E^ M\!*M5^@G$D;+PH\5FC:/7"Q@KM[#(804IZ1]T_&O\W[?*1:!\ M]EX4+$?E??16*58>*5%VFYP+1/'NTH=`!:/9"UZ4>!,]>G&,/I.+>2?8M_S& MTS7+7EO0F.7O7&TB7)"7W(2?872_UU:P6.>KU\!$?_/KRH^QA(O\Q$H:H5/0 M:F:+\9B]2TE"M)*[M4D@7O"TK#=?O]U3=B7(Z&F;%7F/'U0L^RU,GB%ZU-_, M7&P$+W_3U1T^T:.#DM2?P\UJJ3QX3Q!3A58]@DB=16@5T#^7<(46+<(_[JTH M?LA=N%JA?Y&KF)UD?U9^./MQN]";QW3OQ9OUVML**7Z`"'MK(O(3Y8=WZ//( M:69\X5\;;^7?O>!_%O8C#F:FF^)\-%L"[+;$35'07JP@%1B6!!Q!?WV+4`'W MY>LERH./OD)29I1PDYR&=Z>/Z%"`^`2+$R3\2,''*SJD<&MA^!TO`"+3#Q9X M9LP2@P2),8"I^D,/?2B(OJ!ZXI/TCYZRSOJ>K?RUGQ`=!%(F\;OB#1)4_I:W M%96Y-3NJX3G^8?VX"M/!$WG]ZP'RGWCC`!I$!"L8ZM\`[-6:X=27F\;.HQR[ MH5P_6\6R.'XC`,YV`LVDV)0-!\Z8R9[D))"B6['SZ@0D.]'4$D@OT1U7%0I< MU7/3NK2E>6(Q9S:#83@-*A!VA/3*@82%Y$Q[T!RAE/%!F9:[O3F3)`S#U/2N M(B!_*S7?2[]/"K.OUNLSY#"MFFMPUB"'=-"[[JJY:A*BH1^J9<"4TP,:&-M^ MVX=D5#(T.251JJD9FMV:[2\;3-7V*X7FM`=989%*>KS,6S4L2'_[JK^A5+!( MMR#'%LMQH'D0`OI-F!4`GMTS;`C&'83-MI%4#D:I]U-M*L@6(O45_NV&V$Q? M\T`!;I+TAX=]^!CWJ:.[(0N1SBDHTEQK5W_:B):>V9"M;#@Y(F.2`^-,=-CV MC(/'O(V1"\FKZ;"M&DEBR/9S2LXG/_@++C^FP2MOM6O$$.>3&,ZWT9H__.3A MZG'=PFNE1UA0C)UJZ#^N5=8W[>D;GEO9.&#;30.(JT+9XP(Y!"_D\GX,HX^; M8/DU"X@W1P.WNJ@E*0-P(L%R<+B=$$S3J5)H][N/#P@&G9K;,.* MF.N$2"SVJL%'QUE0UR-89*=S9B*+GJ>[[Y M1]*/)OL>:2*_J)WP4+^];977W=&PMHGE+0@:@B&Y,+=9`SIZDHB,8'UW?-NL M@1[IO#[N310KRB^362\2@\<9($%1JEA7BVF!N/RR;@\?^]'<,'M MG%=_E6-S!H.(IV]0E/3/AXSU8]MBFF.*9W(,S[_D/8Y+%(TD:/==)K,"^@B%C\JIJ):]B[E75YV8KLG\,G8 MC1Q#31Y@^Y*!9!RPC35'9(:$#($4,^<.@`H1BZVB$V\C7LK"V*PW^/=/\,/= M';+L\%`FM*S>ZFP99G6&7^#SV6(1;@(X&(4U"0'+ZX-F<*2J69F( M>X.'+W:E6.-T\YY0K2KK)DKCU6#JVX$-`'V)7PB+&#(XX2Y#]]AM/!C]*G\"6<)T,V\%5!S14B//=E/DC*IR\@.Y!V` M6PFG/6=T"D!6\*0E)'GO<++N+-4&_8BK%U.)80QSQKP`W3(F8BGU60]O<^;# M3$E,]3UJ;L0F[`@>MD^UQ=@Y/0)TD.72LK+X*/?A0G_VOC14EM M#S^&V<@9H'.JF::I5UVV=:;UP&*0#1=>,N"@`N<,3N`6W(R)+N2PVJMV3F&LI>F&4!H%BZP!N9,-^W;II$K8EIQI,Z:NTVLT('MRXA'D6 M"/+*KB!B(WG!M[F(XJ_PWD<@%_8V*4YX):HFT'BK)DC%(X'>B:JSM" MQ[+\G-<^PPV<"2R'Y)NIZWG7K:YABUE1/9,M>;EXJ;)7LLDH.N5Y:S=B3VT(&0CA1-@FXXD;Q[\J`.B.`$R'9BJK'9S95I;A%VN MX6-"EKL%GYSY"2;?(ZNAI6\^)!@EG`$)A0J&L?$N>=-S*CDD"4(T"C4X#`2B M::62A<:,-,9#W%E_<0PTU=Y-'V]!T!`,R5A9SBP$QQF[#.1N=,Z0!.1_65:3 MG(8[`<7!F2X>3E&:KDO-WAA"-Y*[$-1,.V M9&(M,B`.EP06DBR''=?[/ZK MSPL'FVVC&K:K-@LXM;\9;"841EX\9]J$KAN6.WZ>9"\TVW*5*Y06F6[-;7'> M1`H+@"ZI=T,P)'F-.<,MI$JD4U"V?NJPS9E,H;N::59&B`:()9?(EKUVG)M? M.7Q+2RVFB.=8;?OAKN:9P=*3H[M;&9SQ$KH\K@<,V,K&-3L8.%3$M\J^.SA\ M!"YO=;4B0-811C+-48HCMN4EUYID!0^NO)>\\_QE@!]T&=2Y'K*SE1R!3BW` M=%2=WU._FH]&.4PWSZ'8[1=K53DE#@*7&?7D#,"-A$7E#(Y`9A40G2QP&!'( M5>HNI^F*@5QK.>*@-L>8("'05`7CPMBFB+?@I22+XC?:C`]A[7'>1(E";92WDCBT70 M]"X1[7!F2P"K04U#C',Q$"(#TK%M5AD34@=W(WI<,9&W%H\0C$ M3EAKS^DT8M@`M.*N<;I$U;'5\;!Q5$Z*F\@&Y9(U('?=-:W#&3!A`&X6R+@D M(GFO!C("27(8-X"?,B,).^V#9Q1GG,)3H>S'UO&O0X8` M'$`;LI;541)/N6-?!5\V]#5 M[..,G-":Q,OWZ1F`'1G@Y[2-TVUZ>,/(1"!9%7*";1;09,F#JT0.APF!N!L! MAKA"%,/&5Z0S(G^19[/TX.EQ9E28^SN^*4U#\25CG=F&GZ-ISD1D(5D)<*HF M+-O6)`HFWSR%AW0J%I`-D])(B[H.^P@KAD9I@\8,B9\7%Y%`&@A##W"&46`C M24S/EPGIDP$9*\FV]$S!LWY`GN5N;(T3YW--OJO+DP#[*"Q_L4U6N004")0F MF.*G.Y.E/NX?9(B`TRS.05#I=F?1F4G)R.>$]`P`;-[PXSJ.1;SAH=95I"\< M7MQMZ>XTQ](#>C+1D625`: M:%5U@>B9UBAX5K.Z](T;'5K*YH'%67BIZZT99T!#Q:U9)P(/PK%LP'/B:0.( MK!Y4#U'=T&XF"CCAL289M9B"?FB6L8TY%I&@8=PSGY+QRIN0((%I*DL\\I\0 M>7ETO&L:O\.9?J#IO$[_;(*&R\>0O;(<>VK`A(XNEUL44QS["33+M.H2FAY2 M,QD"X2?`Z$YSP,TJ@WM.6III6(PY46TVN'0AR-W:G`D(&K!,79
    HRKG'@ M0F#L*0:'M85'&V8D3GSI:H]SYAD`5[>M;5`:R-P_'RAM&B#*S",A! MUBW_@3,^P>DG_6&/\/[-"1EJA].QHX$_-%R.3"N,R!`6VPHUMV,YAL/5X<4J M6:%Q*EX-M:(V:))[5Z[<.),H0)/4IU8;.;-")K*338$@)]K.0&>#31+3XTHF ME"%>3@:BNKV;&BX!\?!RE;SC>=-T78V#WN&$W&Z?'`R](JW^5-MRM3ZTPX`H MQF&3KL8V9TY(,:#>,^UCDY,,)'("VK9J'JEL)>M2_M23$0FZI5XY'(I%^O+8 MJF%R9"R-[][0G&9%=U2HO.:*_2C4?=)')B4)0.1,C=$-O0^+:?R2E:M,.;-K M@&9:?5C_[<3<3J<<#L$"K8\PC+=3QWIFNS\D^T^=35/.R!M0W5FI!])')B49 M..2T(+"J6A@=@60E:U*V;^7J57VR#B3EEAKE8``6*(G#*#;[4:3#`?G:_]Y9 MCW*\([4?/;I'^;AD)`.$O`GA3A^&TMCE*EF'YG0S>@9P!V M9*"`?=_C:CK=Q7]D(I"L<3C-/8IWL!WE(9I,>P!,"-R>8-ITOWU86+/6= M%4^@7]Z$7\)GTB',7Y_#SDVK>#.E7#$329"^0_`K`0N<,5.ZF",^9AG)52"< MD5;`&AQ4V^&/8T*5R*6"RH_R-.*MQ6ET&4"1KLG2Q<.I@K4:EJ?0;`PE"*0=!!X"`T\Q1G2Z0T437NK'.USN=9XEZ:5$YLU/88ZG&QZT[)=T#OW@^[2TE"LND,5+;IM"IY&!1:$_1KJ2*8?2U=T-#8^*)8Y M];"X@:&0M]*%[-'(1@:&V`%%^ZC$*5DCA72W(:P73+19FNE&1`D!V!U0VW0S;*A"4K576ZG/%JEJEVR$?I M17M.!<"N*C+WPW`MLTM&2EL1]Q?8HX3`=A9T=Z\'6I>X',_J3FMO#N0XN9PQ M<*9I`4$GO\A("P$,Z3NYJD`J@>[:6E45!I>',O,EY+SW([A`D#F+B_VC6R"8 M,[*C:+<+$-`+Q3*6B6U#:[;MM.92BL4M/-^;M9:<&WQ;-422L[H0/1K)R,`, MV_K5@541]GNETI1\5+"-7U-W;!&[;&2B)5FR';"ZD3TBZBV5696S)I7H\ MLI&`.HWC\%B\FO!7)4^Y6I(SIM%4*[/MAA=N4X5Q0+0*)&]CR/+L)0D<]W9Q M)R,2R1L5V:T93!\V]S!2D@%!3BJX(V18OC[)2E:=;)?(`9I(['<8*;>[03T< M@`6:P2`4J[P$"%EL]WG%2G'.N9]QS:I&3CWGNB-0%>JG8AFH;G(-4&M]M9X#73P9F*"&=[12X M>JLQYHWF_+;B0L;"LZ\LK%9#ZVG.I24]R%4IO.FB^#]]YGD,FI2C"\3\-=MN MEO3!2]`"0LMDAHV;1T5<^/W`8\\-:^JA-//A*YQ>[D M-0PW-:M^^5BT],V'A'4TV,%:3;?`2'F7NXEY8T4-!`,)@BAM@O&`0"`&BI"@ M;IL%-62#K\O/893X=SY,+?"'<(4.@?B3'R?(+K^)O""^@]'9/0P6+\WWM\&) M7+)4LSA=0_,H8]DY%9,]"*;Z$!B?9`1Z4H"]^1TF_/,A84LYD>%<=(]^2#SE.NPK5TIBU+4)":&#G#;CZ`ETK,`0, M=I.9MBC8#EH/T\[E:4BISG=F;%_.F$J3T^2QAHX>R9>P=B;;-+.!L;VY&0?+ M0Y;[`Y./S'#I$/Z8I3TRX.,=>4,L]#5YD'$_OF6?-9Q6BAH MFL%LBB@DA`:FW7"K;XE,@T`0T"M#,,T$T/B"N?DNYLRP$VG$4D]._\S(6%"V MV5:T6L\"<.`&"I9`]`S?!EI6 M@TO/QMWG&J>122F\LCA50DY/:;)="BZ&DI0,:/$F&E3U[3P2Z4I669Q&886` MZ1A$W3)U](!(%HA(8CB#+D.]#UZ@1<(N'56JS8YYNJHFMP5*!=%])\+)W;J\ M86GV7@NK-EEQN0,B\MV!]I0M<(]M%?L?->$A9WX3GV*RF&`C?[M\Q%^+/WR' MT<*/X;)&"*`@!$#QP[FY)HRTIF<0AF2L*C]>.D(IL!0:.\)I`'WT#,E85LY- MM!PIU,6*SN)KF"0K0NM-^!6NPR=X%B3^>W]%3E%>5)>UO)Q\0%O3F#T$A4D3 M7.GTV0==:H%D00-9E+C"OSTSI25/B8[QYWSRD"2\"Z,U^F@Z7L?#?),OHD>' MCXQ#BA'EXLS<*I1$MB!G"'8DK"UGI)9$&?2]BV4(@S-FP3*9U_.-=_XPFNLJW.:P\I2\\=B6IP4<3MAP&-DV;HIR M,+"Z(O?O"+&\&>T2.!Y;)3PE*+:)J^NJUL>]P)#M<@Y7Q\Z95(9+V`\@6YQ4 MLOMJ^E."3[$XB3:8L?A0`PI<=H!4`^ZV9$F0"3JFPOU:\5P'0\%$H!@:F+;J M.+MX2C-&&H_>R*,PZ&.[V$P+[<*9.;95OZUI&HXS&0O-MJ]EBT-HLJY_4(&( MC/D"SK9@MP-'/1:@4SQQ;MI-2S,ZUH]+KI^7L(Z>[%#RL8 MQ[MU_\.+(@]12N[%&P>"\144VQ[GMO@6H6M(_KJO,1(*VU0<3B@I=L8B%9%+ M:B2:JH&\C9F2`!EL';;9$1S3S.)Y4@)D#^P=_UHT7AN\EP&``BDT/W[RV%^>@K'$6SP0Z_:;JYG4'1 M,)PD/8XF8]$XV86[DIPVS)XM_[F)DU0WUVRUDF=WA;NA9!?3^$[L\N[.7]0& M7EF6)V";689J.#D,)1%Y*,:EZS!.8F+/DFM0TMG23>?-\+'V.J6*$M,W(U(V M/*<%#F>R\0&9EXUS3L3-V&L;VTH234IT!\6!2#,/.XOB$#I`X]AZCJ%9(CD4]5PU M",5TDXP,G`CUVU$M2]?%6JAWDDK:P&4/;&T4`B?]T%)M7H%=#3%UZ=FI\/($ MY_K4YH$Z*2$1"(3:M*)OUH:9"FD4Q%F(SGS8?O-27`PT1VPK3M]EE#:BI%\> MI"PEIS>.9,;I?I8'9%R@@`1SKZO[_/.YJ$VUI7O:X@"[0'M>)G:Y%Y^[R]XF MI/3*@XPEU#GQ,=4`59G"A^5;LLW!&=0!#-/1JI+$>Q,"IS&(?!`(W'T2)%1. MKA#E9E\<94OM`O&*/D8N#3IO:,X4#@"`K19Y$26E7R:D+";;MK(-M,QGG8AE]C"QS0F7"7?Q$B;R0'Q+V0Z<:\U^157V MNJJ!-:1N$##8;,.PJM0\B_[>2IXE-RU`$A`(LN4;2%+-AFD*#$FL9&4H6 MDBT-SA03U[*`(3+ZNYM@RL[T`5$B4`%!H-(D7"D%+>?;(%EG\\M@&Y>FW6A MY"!9WW&&I.!FI6+MMCL(I:P2#H8.H28R""(Z9[.PV:$=\2\PN0@6X1I^"N/X M[,GS5Z3-:%C@*!N!]LZ+_46U--1"CJ.J??L*$\\/X/*#%P6(K+BU2-B!RE,3 M?<3>>>$-61G(GZ!YX@4>-?3_FASQ'4Q?1@U2BPD@B#=>EIXN$B=@4C4<;U+V M-">T.)!`N!5G`TI$Q(Q#8A%3MH&Y1)&0C@#%]))3,YP4BV&#GS65Q#50VA M1C82A%0VM0X.'P$+DF#(<<6*,YM(:%=7$-<6%GR%R\T"+K.GY)JIZ'=_^(Y_ M/,B-,&?4BP8,U=T&:J5RVX])[A1,#,_AE MI+)P"[)P:8[85N>IYN"Q1>J8.9*WNNR*D7'*`J@%1:?2'+&#A*=`-S5;=P^C)7\"4A*]P$=X'?LM+=LX8$F"DW>@'9J0?V\@H MV$8&+0>.M>>JNJF/2R^4^9&G%SBVWA@E818D8=+\\"P]37=,;9T:M%=V^B1&VD; MFQ,TTW3@X"Y$?$:$X_27P;;O[\^1&UOYR.?:.;IJV1@_=&]7^DH%,SLB*D6Y*2PKK;,O) MT70A[=J2`%V/WM2DO>KN0$GBS-L0VWZZXL7[Z.<5N*-"81KG_J ML#T/<_%,2X-M"@UP;]Q7G%*V%N"V#Q8KB^$'+1NI!T?*EF#;4`[0U49N;D,. M9*\49SRN;>JJ+J3G6O(C26$#SG2'4QT8NNUJ*GT= M(YV64]IE/E`YX21+U5S=ZFVC`57*8O'"/*HJ9MFW9$&NK@"Y40(XDPPTU6A2<25&Y@&YE[(O.1&@ M0XFL;"6/3&8"V?Q(<+K**7!OPV,GM2$M205PIBB<`N!8CFLV"J'U&I$&/DP,%7,W%ZS?\ M5K,+6\VFJ>8$C6QD(`%YB5N-UD;*(<`9/H!GN>IV;U<(TN,4@#-K0-,UVS6= M_C:,M.MWP)D;<*HYEFN7P"?`"CFJ+S=)G'C!$E''\/SDZ&,!&\-2@6D4W7B: MR"YE]>0!,(EUB60V8&]<*% MC!LBH`FT9'4TO>RRRN3"EL*%0,T:XL(J'2`RN9`1_@6:0%BNGJXQJ<6Q%7-2PP9G[D0943()`CB:%;7$MV;SG=WUWW$*W! MZ9Y5(^D-#G01BTB@FWI3_J3TKO&?6N2S`$[O>%W5>!R8`Y])&MTHF@.3\%BDV-:NT+`Z8!.&Y:2^:#U.*?O^"F^*NDO)TV*?C$XE3^&3<]@ MD,F`;(QS*W_T_K@Q:&)X36\<9`?TEV%NTN1P+BK0(0)Z7&N+)H=32&PB^1G] M28>^0>2TA3ZU09\I5G+BO)PFT(ZF]\F`Y*W,:>1L63CEI4=V9!U8G.;+I\C` M`\#JKQ[1H>GA'%FZZAI&?Y:`2Y/#N;G7=$-3>UQH*3%]7K]A',[ODP796X_C MG9JV;JH]IIO2Y/!NV('CFOT9?73[*&#RVIWA&^;^=K2<:P^3?=ZE-QX]LB`9 MLIQ^MXYC&*XI7H-PY47$7;Z\*X@Z=:E_#]!WKA[7G[V7FA"`5FQ.1=-)G6K? M'F'TC40MBA1K;WY5WZKYL%,Q8D3"&OF3S@MS0M.?$_]V!:_A`GTX\>M&GK(: M(@*Z92R#,YW3-DF8S!+/>\+)'^E'NT?F::]?X/3ES6MP1TFU06VZ?3F0/+Q%&Q$L5AN<2_#1)_KL(ZQ3JRQ!G7=Y=(;LK2#[!>V^% M'E2WZ1G]\@#=857BPM=1V9S??\!@&4;(L$@B1/?&6Z$?8Q^)CW'[R>HW!NA> MJA*Y9M/:G/P]NDOD\)DW]Q2XW7^)9!6(MS*?*?D*[?B>VR3FPM^1:R MVU*^G49'51/">Y7+0U1GN;`E(V2_Z42]FXTV1$/:^Q0.8_P42S9TMU06:M1^ M1+,W9(KE^U'*!N_&LV!Y@=B.T'M:.*=T=U6&`#214!:;P.;AN6CQT'SR`Z"[ MJ4IQN3-R1'DHCLS%]=D7$1)$]JN]!&PQKL1#5B)<<0ALP^=%4!]097(F:J,U MYXR0U!1WC%`/FP]10ZP9[O9#/<+,7\/'A$3CVW`C'K@"C5=E2UBK_701W#SX MT?)_;;PH:<>;N)FD:0WW4IFX2O[(F]*OGL77,$E6Q#>Z";_"=?@$SP)$I;\B MIN;6<6ISO`D91>G1;YD4FVUHK%G,8E(O7OK\67_XR4.:XGL>MC'ZZ!ZF(L9N M0ZK$X8G/.M'T:Q93=$?3SMNNDK!&VZYDM\29X=*&-;D79_6T-3&HA)O"L/0) MW864L=.`O@]%0<(:@+%1-0"3,W&KHV*/B9/6%V],/(K;':HKB[=>8@WMG&97 MW%X!>I^ADE:N<^.7M'2@Z;ZEK%/4:11;:,5!4V.6M(O]Z$=QPC:7&,/6`-V1 ME"4"6T2]U='6E#D$G.[,-;"2G`;,[='6F#F\W-W9$S>21)0<@[BF_.'01U?V M-+IS:4=SJ9ZV5M"\AH@CCI_"Y*Z?5*-]VEII%0$GC,F<>)AFVQ>O#6DM]UU7 M[L0-)ZT!,"N(:V?MDC]DPVW:L-?`=@)-#=XB;;UQQSCS-;K'Z<&Y(P$Z`7.7 MN63B`1T1'V6/I/)M5ZF0]\,*/L$`P7?;LC*_50SN,\>-E?'&JL/5Z'ZD(E<_ M+:EC<+@+`)5M_RZ,B=]IZ=6,\8BJY0>M+3HC,.\[4[33&C6XA`)&!2],@EAL M['O1'=B@>WH*W:Z*TB-;%;#T&]V[LZ-7SU8%3)>9NBE#-A>RO)*']NN-@`#G5%_0SY=0@8;IO.=&=#7IYR[7_ MO8V8A"RB0<2$&!A`2M@D:",G\00D57<;9IRU8($N\7D/'R-$1NN#@S.;1BV. MF2^^JP4=S).87;\%#,PB+&"ZAFJR*6F=5R(4/6$M MIR9DT%`WA-TI;9/AGBVNPS6ZS6T? M%09M[KG%+MN8G/5SV<:Z:>L%&3>M'%>Z.R[3<35EI(.P&.A3-[8+@-`]_%N+8-:.Y/%&-VUEL685LV8$&G=>*MW)9F\-;A\M-KRMN7_"'LB_^/6L"ECUP>8;(6VX6D!?? M83+:()Q5Q6@;,AD\X\?TDS]#]]MMJFJ$:>M82]-2V32H8A.K7ZBACJ)X\R.'>6SMEB$:'O?O*]6W]%.E_< MA%F;PQ;N`:=!\:[$7(@`^B+S(EA$T(OA>YC^[T6`OAQNB%Y-_>K(6[;Q:C@] MB0T-3[??77&*T2&5>A:..$V(#6]]5=75+-?NB^&L32&RN,X6_]KX M$43/11].7JY6.*4^6.*NTX_MFC-H=*_E>G4G3H9T!IAHY!SNEE9*P3L`%T(8 M8Y_SP#;5XH12B5QF=Q#&O;#C`QQ#[J61BBWRZ+7"9BV">\J>M% M8[!WDH7@P-&%,@DFR5L MNC?P",@6@3;=WW?O=#5YX?ON.X+41V MUF7R`*/6AA/=+G9__(_NLG@0(:M7YIAHXHP%TH$]3N9$X$>W;*5C&$CS,\-R M39BKN.HBS272:Y$>;\@;M&6MN9)K06?'Z^160[2U!JU:*V]9A6G;`RSZNA$[=+`M M.S:$H%NIUONPU:_L1!@+%W0[U$$($UEFNIDIO?=,$VB&*'4=PD%"M++]9>0* MZ:[3+29TM@ZCQ/\WX2JMXGCOQ\3E0Q;7VM^L6X"2[CVZ[RP7![-S*9!%,A.N M[*/2`+KEF@/2+(0.SHEH6J6IV<(TMTS(:9%YTQ*]*P+<3FYS8W MK@UK,M*\N(2Q>EMQ+>PV7#5([[*K$F5%Z&(PU<@]:L-?@]1TNY*]1A0R4T=Q M2<*[T(N6-0V*V[.IB_7?),NH:]7+*$Z?X(UT*K@>,@YTNA]GO372C;1!&&4N M*R?"K@$+`'ZFP1C8%3@"=;I9YUYFA:TZEML7N_A1>/@*^A_L#SQY*S(A&[TB MBE[0-ROV)FNXN4[WYMP/T;I.P0@1>KTDFO%J:-_V1_WJ=,?-^IW5B-RZ,JUK MM!+QW0L^Y-O`A>-WF[KCUH^-+KU]OX0[T^S49ZDLSC:ZB^UA&\"QC&WK16%" M]KLI<\W$./I=?/>-NG0.Z^98&&;FBY#WMS6U3'// MS\94[.571>$"PF7\,0K7NZCXIS"XOX'1NBW=G)PPS3&U8E(8EP9I5#.AS;D$ M=S3-+L:F!B!;"-_L$U1'1HNFNEW(_@H?LQ2XTN#@MN#@]58LG_B,EW>GDP4' MNHUBO?':"XDB2T^W.:3O5^2(LJ,RH!L.BLE1%(\=]SS=ZV\PXH26EU.N9%J6 MW9S`ZOU?./G:K#'[H+):J>XE$"T&"5Z!D MFJYM=R"Z)@CRT0_05_N(OM'=Z?:;#QLZX$=I!`F4;;TQ`=:J,%C(>NM*O@C4 MZ)YPM!%G6)8J@8<&41P1.-']WN@4'6`[:JU'6!_$:44G"QQT9[8][0,E-W@65V#E77ENZA/7>W67WR[X20]`W?5&X2=*;A+.*[.W\!MT_Z3&:<;V+\ MOMK7O7NY>7F$9]_]^-MG[[N_WJR+7_OJ!??DC[2,W#>_7ME_ENPW'CM[#1%W M@=C?`R_-ZX#+/)WC2Q@LJJJ+2G=/M$Z@&Y?56#(-7MX#T33>Z(YDDHFN:6Z9 M=K:D^]!=!GN#KEKH,[H+&>T/ZA:G-Z\P<8-S^JU@XA0WRG7B)21?,LVIQ+LR M#,C5X/[FH;N8[86FW>CW1XEJ_76E*44077SX2..TF#W9EK"&B.(Q],A1"1[V['-.)S6/ZR\B@`=#:8<_M[#P%(YHFK"6RZK)?1__H`\ ML.3EH[^"T3FB^CZ,7FI8-VY"U?JFJ^1GF@MDR%TCBM%3E*_P,22-$Q7,N!>\ M_/>?:E[4$..D(JSNV2Y_ M=1LR2_9$\>JNV(#C/3-#=(]\MC5FF*J[+5%CO%&4LHO@3^CMCQ5CD\CK,U!0 M%"*O;D;K7MTVFU;.Q50C6O=*L>$"J8]EFDJWU<*I$FQ"H\M7OQ;^S[88@?%> ML:JZ,ZR6TQK&=R^[CV1-DLZ>O6CYT?/3U/XSI,[7Z1`T7)._2.#R'^$*/6:% MSI6OZ)1IL4E+_?)H'4PJ+TQNA9Y4'OJ*0'["X5ELGUZL'Z/PB5`;-XP]TK(# M;WZ],MN%%V6S]]D/:J.BWV["M^\5A;?1< M9F;_`\9(L6%Y9#KN)L2_RDK3R&BZ#99V@[.IU!BPSI$W+$-W-+=80C8`%S)7 M>(]M3L\#IYR3UW"9!XE[T1SQ,G0TU3I8G*^E[TNSR,E)U62%,'J.[$CPZ#F- M#P'?E6\@B;/E/S=Q@BF["6NB4O](B^^RGDZMZLAU3E=$8*JF9N=/*NV_S M$F0LW"'V8?J:TN.J>$GA_B%8OJ]W99CO,]%Y@'Y]JEJGNEKFK?3L_?CT5WCO MQPG>5E^\=:MW6TB@?[VL\,3\-" M1!8!1SV;U;QN=YE:S#W=NUCMT.Q!I[L2LIH].$4+MCV5M1SSK*8N;(KW)=2J M>EJ(DL9NP%@R$F3.?-/%NA'J:=_%ZF86XO2QF"1!I+^79-*JDZ1.MR$4Z1TC M1$NW;I'U(YB9S`B-Y&.TC!&EC56>4>_K(;JK]#=."MNEM?\6^<1G*ZGRW+$C MP\_ST,5U^!8^D@O?#NI?B7BD.`T_A0I\KG MZWBN*C;?)<5]]A)T;"0O^V;.V*5CY0:6=JHYY0KV:O;8@LC5.0[[?KB[@SAO M.[^I\^Z948+QR,1FQ,\!T8)U@N*P7V[)&"^B\#E+UD4DX6!VJ?`HW<+O(?J< M_]BNCZ#N.&]^O7F`"B0O4[ST;4J4OBY6P$^Z$D:*KNLGZ+]*&H12D()17J`7 M*4FH).C;65:&XM_A?T90\6,E")%4[KS-*GF;-W5LS%#9*5RGW\.-TO&92284 MXH5;/-`W/F/?5.Q825YTRN>:GF7Y__COD;I;L;^.X;R^Q3OKU[,K$0> MHO_RYMN-Q-:#=0O4@AY0:U0@W05T0.NV>Q13C$/.2"K)L5FNG=PN!$GW$&4. MOJU9IVIB9,0M6EGNG!:CIF%T#$!4VNS5MW>_16',2IS0)-X_TF)@I]T`33,= M@?M'PL%P:RDC`D7W,.T1`/S4P7%(1"!Y&8L%&"+9D.*2>0<#B"#M>ZO+9WRX M/OB/G_RUGWB%Y-(]!Z5&#-U/6)=QPAIIEJ2;7_D*4KYW8\L`U!?X3/XB=F5V M#:.T\#:W9JZB;(Q(,R1TEIM!=UW=,P!-LWQU+"(#0<&E@)NLY`!_VQ'Q<85' MR6&O4_=BL5EOB$GZ'CY&Z`T$I^CG%4GU1`J]V$E;<*8E*Y_`X#1M!99;;.XD MBT`JL1*M0)SR[O38C.KLWCY5UNVJ,]C)YU$2S])W^Y0906)4Q!R]U! M"_V<7ACLB4#G+R_2*+JS5:M2*2XW@MC3R>2Y5YMH\8#\@5Q!WX3[3?V%6#7X MK%K`,8SMB*`F!-6UM$BE^9ET\^VAC+;"LUBEA)4&[6FU^]0/'2K';T M>02L)%3^IIT@C7:"3@0E\=5YM8\58K+,\58FBIW&X2)&T\'DLA M$H#!,LX=W`Z\EX28@RS'X%6$S.N!I"/>1U_+BUHKR=UW-8J'&0+3941.L?1\ M19J!O(09\AW1`2G4ES^],2J.=Q:20244W5)8%D@-1XWIMD%#P1( MW^O[L?M3.X1TY9)NW2NXL`)TUVA)_)7=Q379.=6$+DWN'1A/@6)]Y3ZCDQ0OWX MHFMOA?A+(380^>R2NCT_CT]W;;1_=U$P&KU0BXGP]32#,G=I)+E>R,5#]OP]JFXA_O@B M[_&.'X(_M]A)[)'8>NC[?\-Z\D2)-[?_A(L$FZC>-F=4N0LC]$),4?RX\I/X M1(D@?@(L_59!)KT2^VL?F:[H`XLTKS3S516_2O"M+_R^6&V6B,T-'J=$WH+%%^?B(=5SI%&; MDL-..;N/(#FE3M"R*.B`PC?.R,5&0LI&NT6>'Q.A%VZVE&<_>5"P67^/OG^/ M$RL>\R=N)8J(PM?,B?(WH*K$TL=B]+(/8*%'B\T:^W9X3F/ZZ.J'X3?N1(#`!\A=?X&(G:">X"I]SW.X M62WQ-]%2W4;06SSD2[O*V(LVJQ0Z&%HI.A`J'G`!2M%\$E4H+4KY"[<\HHGA MW2/71JGY.:N0OU$9?YF7YM>'A>^W2I4S.,W1`7`;71V6Z1F"'REKRZENL<NON'D1`Q9@&9I(A-ET M;4WKF.PAJ3KM@W__T*(MDL$9!`"`U2W-A]`U)'\R%I\S9V`XH?#0,ZQ41-K! M@6(_H@Y,=5.(K7>#4/%5UWJE?0:+T5!R'N1AX5UV_=GRB<1'1*H)SM8;N/H[ M.N$7#W^%SW[R[Y;YV"TSP6FA&KR@,*@("K/%(,\JH(EEY[T"VU2!>P#;I:\, M5X,S1\'"G0(.P*_\!ED&9]""IEO`:,LI5J\^B8;C!3HGDS[N8;#PF1W?:+N9 M,T5!+=_QUKQ/#FE[^X([[Z@!:62SIRGNQ2*K[:V/]X+TZ,=-L/R:1M<_>U%= M7U?5W6D^G!50(EIPM$%32GIG0\9IS9F0@"LK1LN^Y`@!9[3"J2Q9I/VGMM\N MF`7)H<$@D&19JK5ISLH!LFEI]?#[[^MO%EY\5]3%!__W^B_+Q\LO-SPK` M_[XA^8/XBNUKN/:"D_07)PK.U;E3WOSG??*+0CWN_-.'LZ\_WX;)0_JDTX]G MGR\^_?DS]:A?R-^N+_[O#^FK?MF2X0?I?Q^3W?-O\4_XASO$\?9-EY\NO_ZL MW*Z\Q5_DHU\N;SXH`"C_Z:T??_D_D>WQBW)^^?GSQGQ!'@W''9"ICQE)_V2=W2")]H25`NSF] MFOWZX@7I0N#_*I_]Y2G1.]SKR%\D MRGFXB1+\F[_#(("/Z(=SG'K[U+*GE&1YDC\`/W='[@E.3D#$PN`>21!&RO-#J#R'T5^(!Y)(4"0# M<;.$L7]/DD;R/(>,)F0G+S<+G$2!R^8SWO&4@GN\WSVDQ^^W61)()Z'?[6[) M/:R(XLV*7)-[NZP'3T$HV]RAAQ$'?O/CZN7PJ]O8?(,85!<#OS) M`@\GRI,7^>$&69_H,VG^Q5WD;9;D@P&\7_GW^$EK/XZP8HZQ1YCR@OY>OMA? M;I(7_/-]&"Z5.R]-NR`_14A.'H+D?2J-7'ZW<.7#)QBGB2[I^W%R#A9TN$$O M15HQY_O$$KNUK%CQZ>'TB^A__]B)-@TG]OGQ]M M?UINB2G^&.U^Q*_!_Q(RU"M.JKU:(P]I@*\X>KF!OR'QQU_@_B!2;K\H@S=E M!CB:6YA^5_76#I3I!7S+5,2WIE`GTV#(,SE!XQS&!?)D!$9EQVD?8 MCNDTI.P\C)/+._+7:Z1O6T",,\+$=/(IXY[=13ISY&!IPW6+GH<++FM/!E`D[*.GH MI@8ZDB$$%?HZOI`](J`T.(44N-!**HQ,,$L`5ML M?:_9`&C`:DUP-DL:CYR*B2&7?6Y_^+6`;#ESRUU@.@71UKZZ*XU,<;+/!TTU M2CI9.HU"&.6E)%F.Z0Y`(U..[#/%4-$Q:[:@\1JY*GCL>;!$SN]?L-`TN@T@ M>=Z!JZM%>[+VW9VI9(J2-\$;K7:_5`J!DC.B6S,T;1@JF;+DI#.[:/-H;:C, M6WNU!R.O>;YAVP7Y4>]K1PY+4KR^]YI5&M_6B1X1?'$ZSNN:X]J2R6&*AW-. MH/^HEC`]OWE^\`F9D9?!>QCY3^1`WO7.Q'[K5003C^Y%)`0K]F%1N%D5)4(R M\4PILT\1R]5,<#`&A%#+257%>O/@##!7@).%ZEA%K=24`7(9N#W[R?2:8/O/ MW`2HZH/D^95"1$@CFREQ[CP95S7M00>6=IJ@L*YE,[^GKEDKE\(D6[&C+S;5,=)Y="VTZ@J::F`1?Y MIJ8V:BZ9:RE230*`:IBF?"X_>%&`[_OS%C;=-R#=S;RV;NBTW)F(0XD#JMJ.Z:D=FTNY;)%FWX')OZX8^>X&7#L)%C\N?T69=>%TQ M@`MR[[0A-3UPPEP5MJ-MV9JN=F-DFPQYK,VLFD[A9ZD;83,]JQ-K72) M)4*$1,*9XF8[T)8&'%4VX1VJP+0YM%-42*2<*75.N%JW7*D5HC_MM->+9`/ET$!0M# MQ<3-/JF1/VD7])UX9B&V8'D&A6%W8^XET.#TT'QU+&!Z7)5J"!]@W#+7#W.N6\Z MR!/LB]O*UNYWG\+@/F^8TV;]V(=^7L0O3H,TJIGKP`EKLT:9BY']%?F#Z=[K M+F).8)NBM>[-'2EDBI-]!+<@KEK@_/D!3#FR3UM7)TZ)/.6,W)\-$/ MT//Z.*=U3EFF:Y>W3S<"!V&7N9Z<;&V=VGARV<6/PB7PZ'^P/?SDK;#&3+L5 MTAY,F[7D..H6<(IW]DVHZ8$3YC)QSG%-=S6[3T[.T+)'T0M:S8J9ZK@Y4/TB ML$]U0P7%3'6AM\LF>4_:W%MIU;(ZTIPG5\`E;I$!@YCLD#-\F9W>FKY[V7TD MRM3%YG,#/"-2F&)>^!\+,+-DA%:=@LS=8%L-0WHN@.T28ES-SUL M^Y[AL5KJ25@[[]:TBV4G/3`^%MEVA*HA,.?"`/BV5Q]4G!@/Y]M!0>?YB*U= M@LH9F?@*6E@3G&Z&!=-7E`C)Q+,,"(-MYQG`M&VS.P?,SM.%[;QMTGP(12`P M#5HW3.`4#*KF?`TDF:[;6&#B!2[8++D\$H3141$4[N3R!(GI^D8 ML!T3&YQ-Z20?RG8A]5DJ3Z6-6+F&3D,:Y)+.%#?'S$D;=K4D?YN#NY<"BJ-B M5?E@S,`(I\D93O0WBLG*C+?NIQ^D690O>]T$V12QHTRZI5I6*4=J]Y;]@#3) M$ZS,#VPA*DZS`.2W::41`MR7[ZUI6\K8H2++==WB&<:DH39%H.$JLL\<334L MH2E@5=TJY1W!5(E=;BJF4VCWF"T.BI9IS=%-V!B#N%2W%U.$)8O:$VI^E9KXKB->`$J0HXCVQ2&\)KH M312J9,%,8F&Z;@]37#]9XUF*JA1-]C'&ML9=6[-MC;9Y>P!`RM-XEM\67_XF MER)2!3&!99"K'L4G[:I-+E4/NRA]V?F]K8*XFU5L''1L;I8\742W3&4)W#RX MP*EX6_,H#*\EJZ69NEX12V-74NZ7GK6@C-/9&^`I#U:)LNIWUH;X/N)6Y0]P M248Q-*&,'2IU',TQ*V)]I=?5$O75>_Z,T!KYZ'%-:.*5NJNJJU4057S=_F[. M)N6^\X*_/H5>$),>A;LZVB;T<>9!`*"5;&S.FVO%]T<8_85KK<,%K!K76D\? M)]=.TQRK0GREU^TG)93JQEIL@29U:]5OHVGJMB4Y4WQ_3MN+ M?633$6;>FT>3?HK^`+M'TUR!I%U29=I/*&T,":A%F=X\AQ)D*I#6"XY'I`\1 ME`%4D4[J:"<[36[#IBO5C^$FDB!4@9H[8!CJT8#UH_\D`ZLBG>)M0S55B?5A M(Y;JM?^]LU`M5:#FSJ7[>KQFH>*HI@2QBA3?'8]4/^";)@E2U?A2U33+Z.G" M;&Q2_>)+L%6M4KOE.J$:FF,.4>AS<*'>2-G]`O6+>*;)D6S_#RM)2E7`J[*I MYCVO5ZHWSW`EP:RR5!&_RM*`);&CP7BEBAPK/TJ@%+@*^%;:\00!L&\E2;`" M_I6N`M>TCL,.^.C?21*L2'>3XT$LJVQ$X<8Y8K-@]5:(,M& MIFZO&B0D6T#`N]*/08;4;54C&8J,WU4=79?9ZH MVCIXO29E+D0Z'-I(C`(>CZX?PPFS=ZG42(P"_@VP;7Q6OW8YTM=(C<0HX,XX MMOGZ#YB;#CM:I-NE_:I]PGQ'[UT4-9*C@`,#R']>NQSWKX8:R5'H0@BW%G_U MJK'J,JB1*$7::!J:JO73N8HAR5O^"V[I%WST_(C4N9S%\6:][6P!%PEFUE@YRB%I'+U`9B;66KN4"=8]=H%)R:G6=R!/M^*,_DR2E MT^H&.>*MSYIY[!*5E$JKF^FI9!R[/.4DT>K6+$[\;2GIL[I-=CL`\X$D*W56 M=P@^W<\S0B6ES>IN)M%C%ZC$C%DC=95F0U1FMJP!,J$Z1R]367FRAD9$:G_6 MCG[S2\N1-70B4VO6IQ+38PV#"%7_#,"Q2U5>:JQA9D(]>J3*2XLU4O])^ZP= M?4Q/5DZL86

    E'>\L0B[)+F:V#FQ/Q_S2=PAO=7$?HA^U(=(M[Q6TR$;6#MN6[!;3JN) MW1'C6&]K)&6S6M@I&5:`NSG0Z0#HM&-V.J^)/""?"YT&3_Y.>LH2SZOY5&V+ M,_S3-/328.VF%`W#TS>!=OPB:[W7;/E[[/\<^*O_>I-$&_A&^6D@=LYWC>!; M\\)NJ:QKIC:!=:UIE-]:*)Q!/L!V)B"4KS#QD&6W_.!%`7INW%H:>Y,?VL"= M*+OX\'@7*.!`H`>.S5YA#CLEB9"UO+PK4)]^[_<`??PB*IX/K=4S>[2$`30S MU\]-J>F=%5E:>6\:!1.FO7`B`Z#L\1*`U`N.="$EJV%Z#.#>J"M[Q*"6I7WW MAP,R89V6-8T0U[9(47'6/ZT=)R,>A-DA1$`/.F1-+3_\+,PQR%QZ$1T]UY$U MA;>?^MDI+X&4TCMZ=&7U$NAD"7KJ;#GI-9!3KD14^-'S M2%D[P9YW0C]5@?005N8B]%._/N5%D%))2(^<92FC?MHF37H)Y-3.T%-U61O! MF5>AIX)%>I1P]2H8>!6`/GL)/=4YTO.3&0H)&/,:]%`<2<]\9JW`O`MZ*J>D M!U:S%F%V$GJJP*2G=3/.9>#,6Z&_LDUZ.CDK?-=/#[LIKX.\2D]Z]CIK'?II MW3;I=9!5'4J/C)^CV0W]9DG+(.X[:_,9W6,1JBOD/Z<+,<>1^JM;=84\:&(O M]=6$>\H+(:_8U15WHGOJ/CWE=9!5'^L*.=(DH*3W-5%V:NO0O:[6G>^96Z97 MM*_%=1M<+,_7:=)J>-T&-\GS<2NI[-<5]X%!/P-MIRKT#I7"KKC'.Q^DDJJ+ M72'W-HU^SME"LBJ2;57XOK1Z7UMM MD`T]!RYEE0C;JI!GFH;'YKB]Q+IB6Q7W3VWK+= M6>I>QF4#=DW>Q-984I&>#9H5Z3%KBL>QS`+5>FBMN=T!!%AB*%Y"\7+`4P0( MF9>X#'=;IEA+<5N^^CA3@)#]UHROK:6!__Y`2M_C%%GITE\$BP@BZ^(]3/^7 M@J[Q3=,1EZK&.%#`7N>!$K$N4(WRY$]!4F@6\,7811"CK8IE27_Z8QBEC_D" MDS9,6$PF#-4J#QD7)X9FXVR)++3$C]'NPPUC@@J9\P]QP.XDD#82J']C8YI$ M#`O`-BQLV]6;T/05QM"+%@]GP?(]_/J#_Z/B*3$,_)!LA]PQ4((P@2>*'RA> MH"`!W/M(R2F/"(P+_Q']Y*W#39`HX9WR-PNH)Z[M*#\D#U#)>5*^H.__>*(\ M/_B+A_)O%;0NC`QDHR2KM./^*/X M(W@C>L$+7@&\E$J,U_)$>?0BY8G$V_Z&$9H^+EUMA2RW\F/*[6(11DLO6$#E MV4\>R",3LJ+9\TNLG"#I+)4??"+$YS2D25&:!3I_5!![/@*DCWA_0:]!6@-M MP,TC_KUVHNK6B>GJBK<]4'*^T6M+9%8^/1-"2LXB7*T@6F+D5K[LF*#HKGP* M_C9;S-07=]O@Q[?*#?J+=X^VP3W"J?*8[0N,&2Q,+U;^AKS`$[3=E!\0IKS' MQRC\CK9C@LG4M+?:?^QPYF,=IRS]>(%1\&/EXJ>PP=S$RN4=,JV0GOSQ;:Y! M.?N3JW0$_1%Z1XE8VYKF6*[KV@RMP_`JNM[K_D;"[A=!>J3\%H4QK:SR8U"] M";<>B2J]J9JM.P)N)BBKYQZ8/YQ\04&^0'K'-%MW^?(US5] MAF.9JB6QXDB&A.-&[Q!/XQKJ_#-ZZE4C3R[C6Y*>CTRCI_H[^4O2(34FS;]M M$80UV)?QP!*:`,(C;%`.)05EC;T;_AYRO!IP)2%D97"R`*:XV+)"DT:S00-2 M8D77(0Z@)0'RQC^M%H>*&.'!M1VC14#33H!KI2[]]>7_+`>*\E]TB!'A1U2' MAXIQ%+%@3TY.?9P'?T(DQ&.H]HD.'-$`3^&Q`K&='9GT=_.(3J50=A]O&,(X.UJDAG`.;YV4'<[/"`KKS;JT53$IZ4Z4[XV:XL5WC7ISOV9[DEHQ[_NP M*R94N->\!OXUKU@YXB"\Q^2$(TRAFK\60PB.:,5$]YBD%>NMC\UK7K*RV2R^ MR:0$I,P&[6/G!:M<,.$])F?!A"H4F[=T/*(%$]QA$M:J0=N=PT:X1KM6@IM+ MPEH)=>N9SZ[2:JG.SMQ0G>X]V6Q3?-)+L_KK5[P(U-5)YR9MMME@U,NLMAI' M(R0T=+.M.?S0\3J+>;)(62+Q>,-LJ+7>11T:]-GT8/G9]Y$:PY.Q0@WZ#S5) MK'K-*]0@9M>]WZ)M-;C$GZ.JC6-T,E:HP6R:1@WK^ENBJRA$1"8O5ROTA,Q] M(R6[O\?P;K/ZY-\)S]%^W"0PBM$S+N_NT)NV3RI*L_9U[U[RFUGF*M$"M][\ M>F7_62SQX[(S/I`VB)ET[B!J6^)35IMU$!T_1C_A-A.XB<;%^C$*GU*J&Z*3 MEJ:#`&B^,@`*:,DN`!1O8=NLX]YK/L>:JXBVRV,W<'?'$9&0I1Z84KT)PU7\ M'L:(U*\0OJL00KI<&2)5;9L-2[VU-CM"@9.YN6 M@/$:-B85?^L[1&J+7Y0VFC1R@/3R_3S5>@/'W6[\$2 M1A=14>6T;-[C&A+3-R,RUM/A]'09+_.2][;#[I"G&7(D\66#R1LA M#@1ZP(#BOF[*R!#Z34ZYE%/518]90M/+HDIBIJK13!TSAV[BT#T3PQ%HFZ>_ MXJ8"99=!AE?@B/0,,4Q'ESGN=%0R+=_@2KBD=01:BYBZB:0ZLIKVGAHS2+BS M<\3,4LLQ3(F3`T;%-'VI:/'?<.5FWD;N+"T&K>^"7$NL:,X->&L5 M$M=85#3LM/@QC+["Y8:4[5X$'^)%%#Z?+185_(BX6_3H9LK./M7)0=*=M&&9 ME&&"T^.57XED)/MI]$#D#HTWY?`GQTYWJPS7`W,F`],"UB,!MFX(Q(OD0;N] MCRFK2P,]=Y>SVGU$4*2Q(KOIX9ZM!32@^,:WG[=<^"ZF7,F3AC4FP#1VT2PQN( M,QD;52169ZF&(6(:<+F2@>AL5FH;7!E5QIH/S)F'+"DW?%'7J!/B2@&SL%+74W?30 M35I!:1PN!2D;F$DI.&!'K*8J&W]*:`^:NQ&#TC2WE,:B/"W0B#5)FKLJ M;'5PWF3L6(&K1[1M5;>;XJ9W[O8*)9T&E[>]B+[B7,\\>V+7;>3<6ZW@\MW+ M-C:7?C"NN./1OFE.I=(6N!`$%CU>IQMY_7-;?K7?O?L0XG%&1#R[%>8$KPO?_D+V&`B?5P\]SF MUK;&MBF;3!B4P,!8A2;#%M#8#?-MS9EEW8<_H+&+2K#M`F;)2W54-';X]10X M+N"8O(>0>3'-:#BA2SH3JSR-[C-2IZ1?!5P06[.M1F-592/O;/G/39Q@CF[" M&CWW#Q@GB)H/W[&)`EL5TCF<82@97)H0](@/,D^"#CSE"W3NI_?6:#$R50-G0&W'A+100^:;7[=/S<:,*%Y4 M'N/B)63P2$A\K'S42BK[=,0+_G=`XB2%X2[TG)0EQ*-:,)24VQ=EB54P7A7\ MW9A,F<[F_6;/WZ/J%F:+B.E*'X(_M]BQGTX\P4-KU+>:=:+$F]M_PD6"Q[EX MV\VNW(51.F18B1]7?A*?*!'$3X"EWY))++&_1JB+T`<6J4+P_TT\4@6/,$KB MM\I%:89Q.CXEYL^,.5%"]+4(?=<+MM-QTK>C7R7H.0K\OEAMEHC-#[>8.I6-I\&28NADRZ)6( MJ!7TXF0W2P:+T*3.$S@>()(0V2+);L,+ZX"]6+C`9-O,%/BMYDK9" MW/0?3](G"CPZSH<013A9#CTYP^;^0T\4W"H)&0'+$X3D9PR`DU3VJ;R#4%GX MT6*SQKMR@8A+'UW],/S&G0@0^(".)5\@8B>H)[A*W_,<;E9+_$VT5+<1]!8/ M^=*N,O:BS2J%#H96B@Z$B@<<"RGFX(MJA]+A]PX&\,Y?^-[J\AG/J'KP'S\A ML"<$WLC,6B`4>?>M#)NB,X>`M-_\6C7YDL)9$9EH4+628N,UEVI-$L M.6:G%`L.XE>X@/X3-B=_1R\Z"UX^^>C%2Z)UWL-X$?FIJ=-<2QC@S:_>=M(= M_-<&';I(__]-.U%-DYR;B;]&6AV\U=`1M-H@8P$=*VBYD9F!;9H-/H`>$:A2 M`PGYJ'&V\ET8:7XQ*V7)Y<1-*@<>=[]Z'HN^+(T5KJM]=9JF#DG3`>4U;+,C M."DQY))1)+Q;IJ1'!F2K=\X<7B0!PW9%4O"'DX`T92V<#\.\@R]=VQ4JE+*+ M=\!R[6F*Q/O$EMITMJ)+1D:`5EB@;6['M_,'']ZAUR\V>+9HVD>N5'Y_XR'N/WODV61LGBAK`?.77^/B3UR)&$*9,CH:`-+ M3X\1OE.Z0)XK?$MB3XZ*8VDI#>PK:5M.2\-J!6?P:]@`QOGL,V!R2G\LR4=D`B^@[`KI3MP`[6@:F+ M2/(!28^9Z\_F.I"\9!V0]+"WG@^0`7>,)9!?#80[Y+9`PGY91H&K;6E=B"]( MZT6B9]W9:)UI"<3O`#`=H.=!+G%R^GO13_DCYA6FJ:Q7%_^3^4+^O:/)\KS@[]XV/YBEZ-2?!')HO*VJ4"[!\>%U!C\ MB$*R5[JU?MS/+<(/6"S":$DR5$AVSW[Z4$;."JP@O0&Q1OSQ;6[?^S*>%1+$>L2X.D3-4;M[%)L=]!ZX M(K%-8'PXT4G!(3N%`@!KX%*MD8M<<@B+'@-&*WY7T[59_GV<*>RZT%-=;7:[ M-ISDI9>H#:EM!#H48Y4CEI#6C^Q+48?L<2EKS"H?.5<_G*%GY.JGGL".+,A8 M8(Z%KVG(UJ438&3R(%D_\^:5699A`[W/19&E\#BSQTYU375=JQARK6>EV"0[ MFWT0Q,@4)Z&C=%?^@=SL]_"VQ=`"AS<<3$?*NSPXI2B-\**K0_T[FEZ4M40F%XLA4T M>\C+GEWT,J_6(Z90HD>Z/`6LI#9%96%A24>#G:EP:I<(Y: MRD4DRR-S&_M1(3UF1Q1O*C^M%BTO*[,WMK4]2X/"ZGI:JK8.G-$?]B,3K"&< M"`(LZ3J.=\]?=\W_T?,CXF.]]'UKT M_.X+FFT.*?I4!+V*'O=G6B"%4'14AY2YS9!Y>A\V&-N#R/D?(4ZY7"&U>B#] MXO""&:;;L\PK17`(X0^O85R>\$N6[V`BJ!3^+?_-MTW>C--S@)"P,TB4#!K\ MYC1K3<9*N"K2+5?FGY2P>V%Y;,)-E[Q7X0(D7*`>3KI=4C_+0Z-;IL$.BV6A MH>%IO` MG8\.=`/81I/Q`9*D,?PJB.N&`=;&$@\(RW!]I`A)F@'3EIJO<.WY.#G@'*U6 MA&2Y\5;B!D\?RV@C`\?YT_T,C/<2C!SI8H6H@93V:#R9-=DY0 MWKFZ&3-21:`71*#W(@).8;1N.V916[>3P8?UXRI\@?`:1D]H7U=_]TM(BD,1 MR#`TTUK*XM_/PSCY$B9_0D3L(KP/\!%;-)"&5JG[`S^INGM7=PM!_4%D,)C@ M4XN.3+@GO\*?.YA6!,3MP\[1.@:V;KEF(Q9=> MV(::DIZAJ>'T@`?`-DW=E$"-0`Z;RQG6R>E(WX8:IFS86>:GNF;;J@4$J:%. MV>V-'S&E"Z=QU1P`(5P))!YIFF9IJELT`AN1U0=/S!4027S6@&;9ICH&GH0P M+C3>$KB:AL`^(IZ8ZR0RR1(`U3!-:3RAG181^Y?H=9Q,2+YVEB21?[M)LLD4 MWFJU'V)IL;M$IE<6$-B!N/[Y9*VD)I!+,W8^17:AR(3)J?#)7$^!#)5^^*S9 MW._]U2;W,.IGP8CM2;'Q+H(G7AUA_?#%7#.!4)OXJ3<,7T)[3LA"$3WYAN6+ MN5Y"Y5FBIQ^/+Y)0O[_]!,1MDIAOE4+?GFC9$0S'T#55 MV]9W"-&WB^RGN94WWO>S.(;HLX]H'?"8%VR]GZ,'O-R%$7$>&PB4,T3.1H9$ MJ95Q`RKX#)`)1@UH9=]\6FBNT?.Z;%(8N\D$L6OOY- M(ZFK5?A,^K(TH)'M-?-IW'\[E^!/OG>+,RQ\W.*:>4-&$\N=5BSXSKV"L#(' M7684N3HK01''*@LE7'6OI478;D-_>X\<^#CQ%^?X>B]Z*0:Q4N\>BV>3/(21 M7QFPTADUTJ=FWIFU"`_Q/=^2)7(_BM3BIW#AK?[')O+CI4_";\V98S19)!'U8>(@@;,\,V(72G)3-;6EJS\S'<1(VY8=L8NMN.FRTI[9GQGYHO#3ONKUOM M>,DI:7-#+Q]Z?]U-E^C:F@V2#?0YKI*XD>5=]\BT1UZ'%`M"%H M&D8ABZWRK6U($S%2.=-Y=%TUK1Y($XD9&9RK?A/8>H]28Y%F\N:J@V)M@#AI MNZ/H/3H3A>ZG:A;N/;5BQ]LG1XL3$RU6FQB6>;FNHP8NL)WJ(IO4TP)][S1)611\UE M;"PB;(`_1T2$^T,"!I;A.`O=:%FZR+C0YH(UII`L7-5G_6E]/IB81M*,@)8+ M8-@=:6$8\@;FI@(L$6I<$6INDZ(MR37JI6=XS)^5>GPD7=CF#.P`.MW,L`-/ M/<#(2JCG&9$B(.PYD&A*J.1ME2$@X*6KD M$JH^<&5(B&O6341"U:>X#`D)7ZZ.7$*@-PEQ[G+[.._;FMYR#3S.1(HF+FLN MH"OD[F-G/UB2Q-NK,$XBF/AIO<8[&,`[/XEQ6Y)5&&\B>(/8?+<2',%.4^^^ M^?4_5\DO2_])B9.7%?RO-Y_/OOYV\>5G17U,T'^__Z)\O/QR\[,"\+]O_#6, ME2_P6?D:KKW@)/W%B8*'B=PI;_[S/OE%P8][T/*GW7SXWS>G9Y\N?D-/7,$[ M]/>KL_?O+[[\=OKN\N;F\O//BOZ(?DD^=O/U[,OUQ\NOZ)SSQ:<_?Z9(_(7\[?KB__Z0 M+L8O;06ID55M+\EV0D34O5&\E7\?_-<;#`0BT3^@\N`]0<53'B-XFGC?E=A; M>=&+@K;]AF2[_?08A0CNI[C:`J?J/:Z\`.VW)8S(G$GTUR<_)GT#PCL\<1)_ M1S%4\,-?/^;S-DG4"\^-_`J?8+"!RGFXA/ELT$6(&QTK,*LTCY4UA`DI7O?XBR2I$!CH15!9 M>\GB`6+\J?]QDM.5OS/%CJ,!^Y=47Y,*+,Q'-N7S/[)O^)$"LRDG;Y6;W1.B M\K>>O5CYFW,";$"H^1NB35<-,H*3S"+%B6/*&GWC`?&=UFG\CTT`%5TE/!CD M6\7?Z">(\_@Q'Q&:#@TE;P'FB>$:V6N<$]6U3[;OB?WO7=[RENP8M$VV6R;_ M!_Z9%*BA/1TA(&`]F^^E9W^9//R,Q?R+0CYSNO)>PDWR\YW_'2Y_>8.6=;6* M'[T%HH=\#__[$<]/3?^]?7ZT_6F9__13\<=H]R-^#?Y7889'2P5>41J`1]N< M%U;W"N$_:XL0?<:HRMNWY']/D^0O[\@?6YP(I8D^U?GYTL@3Y#<+59\%P097 M*^[^&*/'Y3TBLB>WX9AUNY%>T!I90]T@O+*2TCA3@X"F"ZSN&)@5@C)G6J5IN--BEKFR;+\5.&KQ M0DTNL[AFVD^((8"T//X\4G0P6/A0DF'N6+-AWM`P!RK;,C^__/SYX@9;YM?* MV9?WRCEZ/7K4AR_G%Q^N9_N\RCZ_#)")MGI1@'V2&;/7?[VLT#Y2/L.ECTW? MBV#Q-AW`GINQ&I(T_ MJ"!QD1*/7XN[56$+//UJ$MY#;,ZE$^X+#T)Z!/'@W]W%Q<>E)GJ!J_2!L4*X M1?[.DQ]N8B3<9:HPT*M6WG.\\1/E]H6\8O=<)",_\0DYR*U`+"T>R'J\34GS M8T0[DN<]6ADDV.>'L/C\YS#Z"WV12`,_-EL=!;D*2QBC![N9+X)M8+$ M-4&^%G;*,M\CIQ5/+[E'C_>0K7^OA*0R.<%F'\+9;00]1"EZIJ?@FR6L!^/- MBOA7VS4^2?]H(2_9LI"/Q)O'1\11X6_DK92P\!<*3)PH3\AW M1+)0%N@S:^(IWD7>9DD^&,![!'K\K+4?1Q#)+<8)Z5CUIX[.C@G\S.4&^8'H MY_LP7"IW'I8I_A#Z*4+21/LGN-_W7&9E@D7Q^]9KK]JYZ:YZ]"(R-"F-"N"_ MX:7T$O+'''+//MK.MQ!O'+1F:..DB,QQ_8`\T_RK:"-X+^DFP?__'OWZ'N=> MHQ7\FZFJ)ZJJXAVU!8@7/Z!_QPE"-3G>*GMX@>+ MU0;M)>5OVNZ9U&,0#UZ$&23S=!&.",HQ6Q%IPXEE@ZA*=_5-K9"JMAFR+-`/ M&S]^@!C\+VBG^L@)WZ&]L#>P=QZ%+]Z*B!G](WU4OHNC=!Q3*K>4]&VP!2$\ M??!V^\5[2N6MDN4BY?LE+'2#N/56I+9UPP3"=GF]!7+.<:$#UGHEM:1$GA\3 M<:--NUKAH`Q9+(GW. M#A?Y)S`^C-W#Z8>F+[R%=_B5*31`&L4PWRH795J7\,Y#.H]\*5UN$D1:IF#; MBCG3(BLB_`6R'A4O3L-;RU3K,S=.D&*3@EI\WFXY*QQ%:V])7A=!@H%94U9K MRKKMCSX8A\290/LY5M8;W+$WMX_B-)9)8I?9SL^T!-9\U#%6]702T:Q?9P*P MN\T*!P`W`2(B'^Z+#V2$$#]"ZQPND'9#_[Z[\Z-U"FI%$."4Z`3\&;08\+P\CU\^2'?.]4_7JZP1) M9?WLO>3&30'-^)G9XQ%I.YV)$8E(BE/#Y(Z43Q+1>=FXX_))A@2%95$\QU)^ MXJ*%2<2^1\PM7&%M#[\CFF(2%<6?S7=P:ANOLU@S7ADEW<_X#_#N#BZ2*0=1 MF[G8>U5[:"GNB16W0W/[L`K[=I-NDE#_[GHJOR*S,WJ"YQNTB]AC$6C:V/>/ M6BUMY3?N48;[`6QE_E)@)-<(.(F]34,^!UFIM7>;\(E_^*1/$<#)Y9J MI3\;X,35U9J[3/X3)WWN"FJ6_7:GZ0)=>7Y=KCA3Z["S876TW,7NI;MWM:"# M=:O@LN_&@&EJ6F="A-0P^^)*0WK%DD8(4R+L2R4#]T)D$[*K#,XRGCZ&$8;9 M"L;;^LK=N-XK+RU@N@S:U,B[XK7>6JEHN2%IM;S=A&EWRG24=T=FA"JPL^G( M=@4WM<24R-_^_B[K!;R;#8[$<1$52]!:,B)4#4T8(3-RVY#5#6TWSV$;OH1* ME-.!3%7K(TI:0[2U9,859D85!QN+>B'VO_@M((?]GD8%^.UIZXB[!S]*(`S: M<`C$P>>T!E]&'U]A^-4[LPT6$6]"0RE3-<[4%_54=5RW=DLF-,1Q.\"M-6G= M>/NPPIF2;=@SA-6\NE7S+=&?^R( MH`2'%]&/]<66">%/XIA.0=\E<<5HIQ:!+^U9>QW;U M5BF##6KQ2N1U8D"7Q..5[[/\<^*O_>H-$C_;.3[UVH-1W)$X&!-<#254O;U^_-N1*1#]%B]0]JZ1,#3IFF MYEIL!@7(&I`[63MR[PJU;D<.P9,,.'-Z!$]MF<^6>:X)CBJC$]][]!-OU58\ MVEYSDD.N]U>(LWG@\D-6VM>:JSV;I`U7/`TV)(Q%1O=A+.MJ-ZV\!^>SY3\W M<9IZ8>3A M*WM$[-K[9QCA=+H'+(`T/1&HRMI?GA*15'PY2]J]O#E7WFU6*UP;KKP+D8C( ME]'G;O&Z9HF],8IABQTX583H-F]Y(NU#T/9IM5LB"51MOTB#GAN#+AN"H_ MUB>1*Y)PAW#_$:>A*.G`.%+*@S9LG.?PW85X[A-"_L^SC/4:\&WSP91=&I", MG#@BK7^7[`A;(AE)VZ5#IC\LJ>:=+ M5$?/&RJ%BGK0N\NO[S]\W:[2[].GBRX?3OU,,%L3C M"$L'9S`BSD,LB`#?K!4W'?[Y/5P06T/1P0G^]6WT$_D(5N3[26J5'#845?'M MA:Q(L7=-5YH:D\.?BB",MMR>G?_/W[Y>_O[E_>GYY:?+KS\KT?WM#YIJG&BZ M'>'6_K#W%08(6CV=:?@ MF_[6X@6DS$3X#18X,553\#7/#WX"3[%*@S\'X7/D/98!G_+VQ]\O;CZ<7E^= MG2-L#R/4(UY`H*%]Z$QG`445#2'U$-J%7!C@.Q?E8HW+&]/[A-<$RDYO:H9. M33^Q@#$==,XK*?"JIB\=P;K*-&\H$Y!PMV<"]JB@/I?:4-R$(>[IT,Y\K:9] MA*9TO[NB"27-=HWCGKBJVF&?-%FP0?7CC*1AD219_XX,5[U;A5I'I7L3)MYJ M-AW:N2BV>:("=SK6PKR4Q^9M3L'NP[EN/RMGB\5FO4G[D;2P5R)$UNW7P^0.EM\E?SHB)]EN+E=53;BZ,$D+-TY MGRA?H.C]@QCYA]P_=<3T$@!O1$%#%6PZ)P!(=\+9XCFD$IY1U`.*]!-3`Z/& M4)UVW?504?;HEY#YDGZ/=)W+:*G'C>375:2PI"LQKL0537U=B2L*Z0/T7V], MTZA)8N$L.`V9=KL;YT)NUL6D*DK/_7'Q_N;O2"0:7@V!;2Z!TIK4C%D&W9\L MJM*FT\B*G^U:D1^[@'`9?XS"-2XCP(T(+Z-K;P4O[ZKJ`[?YL5HAWUFC\V,9 M#1I/K3>_ZBK5HI%/Q7Z]Z!-O9S<7EU_F`12\Q&0R<>PN M)*UTLV[L.NZVIVIOE6L?MPS%_R=K>9UU;2_FZV6M_C3@GKBZ?6(!5TEKBLCX M`U*ME(ZG2!MHW^*>/&GS&/1S\HS_^>A%RA-I")$V'GQKV6^5K!06CZ"+8H%E13JM8EYBI%W2 M?#]$YU_I!#SR=7COPWC*[0Q;Z<92%4TZL&WA>ZO+9_2-^,%_S`9YX:*.YEI4 M9TU8(^T2S+QQ#//5]"F0%Q>A3Y"ZD2Z:7@>SIF^HZ8VBIO]T>7VM(-VN7/_] M[.N'6;=7Z78LB3N$S%P4)9?LOU&/_V\G_RW&#_YO>^Y8P4/'3Y/]Y-*#;XJ% M+JE24[*),6E_^^Q$V<2[F0VW7NPOLG[UJPU6^RO<)?J1C.U,3QW\)5)SMDD' MS\1S#0V_AN8`T8]>7SZ5<,MKJQ.J%3NO;"@5O^3J$TY\XN#QYD/5XMA[_/P) MD37^@73CILMRY&:>*%'XG!*AO0ZA%OAA%3OA^`/^9U[D5':ZBG_YX2+WO'Y4 M;L+B7UJ7GY7O+P^Z$[MG"![MKMT'U5QWV%)J_+\%;$0D;^Q[VLLO-5BLVJ2PC:)G,S^ M"_]^<$\,U3K1U3&45_TXZB-GS*MHGQB:=@+,,=3@SJO8=A4UY\1RT5*"*2WC M",_D]S`(UWXPG\H]R?&'EW2D[MUZ01AJR8,,&):R+U`"94 M-C$O9VV_#/?$=.P39RYJ?PVK"1RT-[43D^.\CFHU1WAJ?R"S?/'%/_'JR(T^ M251(!WRG]_;/63-3_+UX\YA3@V^N3LG//Z,^K.:_FO)KC7,VI5-,V='M*ODX6EQ1U,A*(6GW+>--&\ M4\F!8'$^+FLKYHH+IJ5BFJHS[KE9[TGX6)GR7F45YF7IC]][JI.OV&7I*W&Q M2--WYK<1S5_;]$VX?B?8D(3D\&Y;K!,L8;1ZP14]51:@LMZ+!WYP/J)IMGD0X9]8KOFB:UJ)WA@U"-[!H*8,6/3RNBO%?>\W;Z&ADBB?_Q MV0\"&(>)A]/!T^8(:?H`SAHXV]QOXD2Q\EX(27$,(YF)N%1\=&($WAKBY@37 M?[VL\+S7C.R4ZJM-A'N2)/@#7J"0S/`@P,"]5@@9,+I'9"X)R7!+P/:( M!)4TK/&WT,GE)P_D:7Z`WX&^A5A-2V1W?17(A\@IB8E-*28')188XN'Y(5RM M7D[#9SR>,=[\\%PO*^3=1$_^$^G,4/AC)FU"9Y0> MV3GM^)3-VC3@BS!TV@9/?A0&6#0>H@31>8<>^Q(G<(W;6*3G+Z(1BP:_EX3/ MXLH(C&N_)NCSBCC'+392U<$#/2$[# M=$\^X4,^@F5:O54<*FOO+S+?\CXDS1Y(`PCTWG`3X><]1CY,D+R4Q0IZ:3L* M3`5Y_IV_(N.AT.(@LR#:?BUE+GZ+<)(7BZFJ6U[B""$`$;543*#^\->/Y/$1 MT2-;H^3C^S."K0VR-R+_W[#T_23,.E2D;2O084Q6^_KFZX>SSW^<_:E\_'R= M]\&HZ%LQZZ/<#/86Z9#3ET*K$02E.)]&&Q?:H#Q&\!&!"*T^'CA*2M^+?5G\ MU8I8'.A$@'C_>$J**?2[!8R"_7T2;Y!&P,]#:-A$9,X&-CD14P0$8?FP>2"/ M)!E/>&X0`ERAZ0G:<[A!1D)>@JQ3/+DC1)#$?54@V?<)ME(19SA`@%!SBXP[ M`AGOEHQ+Q8CB$E\IGV6(EAD/QB16M4(VUFZ&<+I=US@X4MJT6'*(!"1\F*H3 M'WL@Z%6X[4OR,D.V&K)['7Y"Y7]LT-&DJ^0@,C_V+JP@B8&-DDU'D)VF?(/0^2\W?N80(A=O6/F_1 M)3YB?XFW`#'IT@9$^&M(ER]@7#!#IMS_1\QCHOTLA-3"-]`Q'N(]2C:V-(]+ M'^G@+O8`^TH]M*\0AVF5'5:50K^KV1NKQ`:R3C][+X538Z=!"W*\QB$_ M+T)V=SKN_8>"DOYX=OVNY*5E0;FSZ]_)8T^QU8L%[N/W?44K@HT+:*E6:M[@=\398[#Q_.0O(;&YT/-7:6>B"#[`@!R14<8.LMW" M^R`];^XBY'\]A]%?Q+-![@[R?A+TI\PAB3?H`$*',?IG@,S]U4OZD>]^3#CX M_>WU6^6WL[.KRF??HT,*.PC9,4W"L'ZP1(*+7DYQ`!7SO/U4RA#RV4C3/;2J MCRN8NVWYT]?A$B*W(3/1B*N6X&,P?B!!UNSE_]Y]`4G>0VX'\JRC]#M+B.27 MM7Q"RQG$=VE$&(V9FOMCD@>C_K_$:YG[='?8$X\PM M1*)>9FKM.44_)YZ\IF/B2.V>\2D0MJN MN(\]UQAMDK0E88H]Y9[\#TGU0,9_;BWCIU98PYDCZ"TB'#K.EB=??N)N1MC8 MPAXJ#![P0A%O-V^\EQ*$,!0L4^,9>^6[L`$!51!LT!N1)Q)&!#4(4C[FZQ;> M^P'Q4+T[3.\NQF`2T]`J`P=]Q%]OOXPW(=E79`G*CWZK?$BQ^OBXRG<5$A6V M^=$'UGZ"-NA;Y0](B,5^#*(DGM)/I+>(DGM_!RD"$LOJ7N%8PJ; M2HFFHHM@.HJF**O90ZA3Z\0C*.AUK"EIU0S4@FHNGI8*:0^I?,@45T$A_Y"J M2Q>8/_ZL?%CYI((V"P>=IXY;X0SYNH71UQ3R9#7?%BE08/80F.[W)5&$B_R9 M7JG?9TS(RO8].1NR5^YC(]]DY(U%V!/-429\ZTJ=)N$ICM/AB!.^4$P_D)XU M!33B&,_6C3A1%E[\H-RMPN=,P]=XYZF'M;>]$?5%<9`(PFUQQR-%NKL;Z[;_ MC9,\EEB]\[&&S!Z>_>U$>0B?T0I$2G98+=-[-;S["SN_&-7(-CU,`V3D"V70 M;4-^-`-H9?&57,F9G;=XMRVN%;QO9QC'IKEF4V"P8/V:WXU8D7WW.&"?09(;!]N#;WZ[D_/K]D2B*VL,YWUL-]QMW"YO;H[AZ)_9V M!L\;L7HC_D%L8Q\^8SPAW8UD@+,%T(>(`X+`CUP*M`[9SO1VWLIC*9:2WGI` M#'>?6)\/\"6%ET^>B&VMS/S",2:T8?!*W6Z08P)C8M(2T`?X4@###2U>ED*! M5CJUD=%3]Q;X,8QW<;)H%R?#G]H=C6-7Y4:7O\CW3QA<'EW$2`GX1[' M-M,17!+"7L8<]IK#7AW#7EN$XEV[PV@V)VX.>S%U-MJ/V)NX\[.N<5OI>41Z MY$#')Z8?$?\#QRJ0*HG24Y-$KVJU&T86J^N1O8;@DEC_6 MPI=8WY\4OO'\`(/4!G]*_8\H2U$@YLC"CQ:;=4P&&)!X`W;089;3%D7D4C,+ MK^!S'I\CMVE8"5>H(N+>*I=(V>\S7[8CXG"%_8\T)A-GA\1V0$,2>4N(;Z.S M:W=$`?'T/O`I)L=6"[+SV\83=`@FA%C\&>S9I0;E"8G:[8[A+!:4A0[761X' MLLG'+2C'K$]>QVLUN?879V(ME>9/F(`FOG M1=L6ZJE)OPFP0XME0-H7;MW,-42V(PE6D>[JR!;8&@X8+,1>(,8>M:;X&RF< ML:EXOGM@FE*97]\2%QG9S&OBQ:4/1J)*QWWDECAY'A95EDI)+GV)I8N^BGE$ MAGA,V"\M:<5#T`/PC!\FQWC1*;J0;Y^!;^7?E1]Y4G@Z8CF/(>*H8,9]Z@CG M!G&^O;%D/1P]0&X"SL]8;A:YW=D?][$^?=8"Y@Z%_DG%(P7 M99/X*__?D"QNZBMA_TQB.BD.WE9"M=I"1F/Z+Z3,(ZN.`CC0&`?HCVLZ80_26G8."79+C:%GXMW!IS=FMF MMZ:C6U.XU25XS2_0ML"2IAD70U/9?7&L MW*>CP7#$D>C*W32?TDF!7W2&C@&D.W?WFSM3(TU6_0LRSK5"S+9P.X`5.?$" MR!MRSP1]=>6G][`Y,`I7/V2('6$D-T&JOI.^95DP<&JO'NO(R2[%X\P.QB%S M](_E)LH/T_U[U+-%DM[=I)&V-":]]'$2:)X4B:/"6S%-\0"J/DE*<;6K`D8O M[VZ\[S`^3Q/`X1(/V]@F@TA+,;/F0VD^E#H>2E>49B6X5;;`S=*:2GE,\PE% M9R^3ZHJ$2`X'/)"S&&9N;MTLS[0@(PD)9]\A.C!V^4/EN^>LB"3+1B+O(&NR M2S=*W=:UGWT&1_]P]6:FT]$[\&_O<;@A*U?)BR_PH5%Z68G$XME)=!7)J0JW MP9$=/8LM6K:D;*%3>9Y,\020H.-IM^3ZP7]$#N+]6;#\.Q+/"OUX'L:)A)/! MGD^&^63H>#+DZ"0[-\?G?`!4'@!%43UDHLH#Q@JRSU=9[N5.9T=IX#]:IF&= M3$V^56H>1:XG2E_*,B[P7_"YG6:!QGC=Z>RN(/O\W M<**9:EJJA[NSZ'FL)WF(8'HS&OO?E352`@]Q5;IF'BY!SR(/#,+T\I1^6[/' MZE/6PQR-2BO@K\AH]J+%`U+;A8SL#ZG@TN^V4<+NK(1G)=RYPBZ%9M;B:0O. M62-7H:(DK6(5PTX]IT8OL7:+A?Y%75W[%%IQZTAU.V:JNC7#/;%TJY7R_IMM MGFA6]C/0]1/3`"0/ZM4H9`$-NZ^4<:L._"@)!K&ASKIXUL42JITS1,[JMUK] M;@64Q0+R^[OTXF];<5JH7-I5DF916AP>N/56:7I>H?EA.>J\+1/&:A+]XY:H MOTV0MS0B^7=YA/DA"C?W#]MX!XX19QWO\FKGI;^+1#]MLWNWR6#5^5O%3"LJ MW0?'-C9Q6NB&L.$O\05D%K#&Y6M9.N+>&[W5*GPFJ3&D-B1-L8'!KKX@^X98 MM:7)5)79!=O8GBW M62DK_PG&NP38O!`W2RIYNTU'VGXAS0@F&N$85/C/N[$"O6^.<> M$F'?%"L,JGI4][/_);>_)F_\Q]G7BS.,R7)7Z'*GZ/I&V:=:JB:3JEU0^A6] M"[:)U9PMP.U2G793KVQ4W:';MFD:Q6;;NQ_IDX[=R!ZGN?[_V;O2Y[:-)?]] MJ_9_F/(Z9;D*D@&"I[UOJQ1;3K3/MK*2\K+9+RD0&(H3@P"#0T?^^NWN`4#P MDG@+I/K5[!I2]:E$\1-=@N(#,P&,V*]F M#6J\TLN,L3Z1.7Q&GO#VP@S`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`HN;R..A-Q7V9YUK,(A-2G+&.4O1@Z]*G(8)P73=39 M.4L);,17K*4M`VI,#P>3&U27+QB6V&!/9B.AC+..@*Z[/B$+J-S8HVF=&"&[33^Z#?@_WS/[..]\7 M)SVK<6!.>O/(OB\.90LJIX^`=^]=IO#KDJO9X]Y33,WEJ%E[=(:+&E>BF^X1 MGIQK=MNH-1IOG[S]V8A?RK<0SD]#YT'7>=*5$T%3OG"3$"=;:Z*W'5:6#V22 ME0G.J^C`7Z^S#&9F\:VA,]P7Y8F<1+1_0+7W*^76R;SW:E1I*U.T\^)"N2)^ M!WMF/B)*U!`&E-$?) M+`-Y$R;*R73WS[(;I4[T4-4%,2U*=]'3<@?ZD1;YG!\X3A0 M05DI);10N6NVEILSE$O+_,'`/%E42G+RA1I)1A1I2XE&LUUGVR+*09>&*W+1KK"9N5RS^MQ.0 MR-$"T<)#M"-\YT[T5#3(*EWFU323/AR227J!L.JEOH^-E?*XJ@B^`#'JI5C/ M^<;Q14_FI.)H316.Y4O;K[4PAU%K9%5Y8EUUMBAH[Q\ MAKQN60J_>&ZV.X9]B%)XAQKI12"^8=`R*I_-3)TL)_3.I'$O3*,Q@8?2BRH` MU\P?"L%I".FX_=&54B"U=*0. M=2=4G2'KFR0DB%K+,.N6T:S5Z/M# M4E37#:A\R5!DP7)(W&PTS>=.Z['WNM<7RMJOBZB@)I256`T#*1[@0,K(9#GS MXKE9;UE&XQ#ES/,H,.3'CJ$9`F,S#@F3VT^&QH+E`)BXSR:C+>?27CT$A*,D MMQLE^=&)^_F5ABZ15UQ5Z-*EC89A==K:9=NV#--LTU-H3J,OT:QGE(HO^0_3 M88E,:CKAY[;'L5N9S-K9#6\Q-!6-`.BR^;K>,(U.HXUW,L-(!:X:8EG`P"L9 M1.^4[XNNU'DZH^%DXG75HV\T+#=45'9\2\;VDPZ M[3\*P_!3C/`1#LB=*)#CN=_QXFMLB'B3E9EABVM^?='5U%WD`6^Q=,GWH/L@ MFLVFT6RVYEUX]:5/]U0R=J/P3K>B/^S3``J^$S>#H4$TS"]HDYC&`VDMDL+S/DIH[TNTS@S3CV*UF8\!!DVA<@##7BF>7+5R`GNCY9L5F(Q+^I! MSA"1X\&6$7W7F\`0=K>\G#K)Z;AX"9,;8+W:..W^B65\T?^B5$-2@$!5/@G% MHGBD;DV2:ODG=0[HAI@.@5=VC((4L?W'[+(A]$/ MF*,!J:#P5A%_GIMZ@4(KE(>2OZ>P_'NYS/!=!)+[..SURKM#""<(%<#.?75] M>7;Z];?3W\750YS(04X>O+&TZJ;1:+>SW7+;ZP/;T_$KP$(O;P9`Y5IB6EPL,=B!P#9[BNG MJWR5J*RVO"VI'C0@J7I\5R9W,@N<&U5,UU7IZ<`3Z&ZZ M=+)`!Y0Y_<'?Y**B=PUXDU(`C6K'"]>)H@<@UYT3>7%6^E@&#B4'PA[@-4T^ M":.#S3$_V-&9!;Z^ZRNW/S5^G*>\'^H<0[!KX?Z&.ZMSKQT?B.S M=V.4YBKNP^NTS042?HKQQ`:MP'9ZT<>@>&P,7=R,`3U_S\I4Q&MI MC M!!-0J=QC=306-[P)@'.Q1KT,9$_A,L<$6,5[$V,,`Y^.T8K.MZ#025@:WR5\ MF?2=@#0^\JVE`_'8F[DE(TYC;%:*+L:GAVZO(ST.C_MSR<+`G0U<()2V+H$2'\N_4E1F`7D4 M8*(M1R@#`_QN@I$]"5(\,V91K7DM3D9\W4<%^"EU=LSR\0OI_O%IX('*#*.` ME0U'DR(CVJ;L(`U6AUD=7E,=SJ!*B[4,5I&CE77D6?"X"(K(CAK5N(K384X6 MO(0ZIL_O=?8A>B/I$R7A.?S+T,;YLGVZIWQ,4XD3/\9B4"H&>8J,^'@M3H=# MD!9:PGX+3_"[=[]>81/O3,LVVY9P?4<-8B!2*T0T'4290J')=X2:%V@8Q0?\("D[IM$(7'GJ'<_S2F24?FU/BCPKB M1#I8R2]O+9:WM"'&GRJ*>@5>P`"<&YU`-M:6.])A48.4@V[H*;HX+:FB>,&7 M=SSKE@Q5ZP&\Y&D>&EF\622SMTB]"0$1>$33RQ5^U4EF24]&/5H%/2P;15=K M*!SDO8KIM*G;('47ICHI&T#;P6NZ+/:LZ#B`[K0^AL(E[-XJ6">C,92DT-A, MAGABT2LJ$TYE;(K3O"E[]'TV9F.F:@UTKD"E1T5I#B*6)MY M\W/FB$<*;P)!#&$6Q_'E/9!.3%6U#")VY.4'>'GKN*D^E6L6YU=OH!1FY_=8 MWL&LO0A&`6S/6)Y1DZ2N)S6"2D,L+,0YD*:,O6F@Z%(PFPP.0*.+A@$8T.(4 M!A[$HS,2O16@<""XZ9-?W$_1:MQ#V3!T4@2=ITN(.2/B%",R:*RH@`\I\S$H MXX,A$-O)"."&M*'CV'%">/:*L.40#XUW*J;8&I"X,I]:]@*:U[&!?5355U7! M)RW75\7!YPSWF]?4V]?01.H=')>OH\/3V%+2/+_5.'5[\_^&@X M^RH]$J5PH#\11RCZ2OH>$K!+WE/9MHC$[8X\V;3!6I"#6QY6Z,"HW%1;.,0O M:>2"3)?B]":26KN8V\9*Y!Y%]I-[B7B4#%4['?1IT<1",+DY+SD^% MI\WKIF4:G59[`9IA^/^\.>AQCSV*3D+:%#D5@>^(W.I9.4F'%90T9: M&0T*4^H8G?0E^I$B5MXY4>0LA.#?])-S)H_7%J#R*+REA_'\E>(-.IP:T:QH MF';3:'1L5&%5AN*1BUAYDHL/XS%6&%D66:T>H5?CB"P3E!C[*F\Z+PDQ'P'Z MQ<76GBA^&\F`V43,W"&*T.AA+BA@'649(%\W="(Z<81!U$/0:N_5`)Y%,5@[ MJ?TP6GNTVC40?./2;.Q^MSR`:NXQ&-YL=9J/D^[I M[25_:L,["S:[Q*92%I"+B?M\W,M)>GQK92%?-UN&;;77$?&E_E>5[J.)YW]- MRO29M)\OSL>7V.IBV]JXV!Y-A"7VNA+[2H[1^&MA-AQ3XCX!4]*88(-H.@5V M/<2*`/ZY\#H!EN@%0,]<4E$I>N1BY(I8KL2C8!%Y:$+#QS\Z0X5U#N&U$$`$ M@"N9H\DP3LC(!I$M=HH^0`?.(';<.:;EZAMVEC+,3+JB`Y\'!0O(XC_8J%&G MQ48=-NJL[9M(,"V)BA%0V;[SE'\5VM"'6%^//-C(ONZDGLKR/A%A1YY_<4'8 ML2J!HU=&CZH`0W?RR[TLEB=,=%S7#%4K\YG,+F-1\?3AP1L9X"4@*459ZL&L ML;%;2)38I^CCY#IC^O1/IZ>_C.E914W"U)?Y'&ZPOJ%VUDD;[M<-THA8-0IF<;.;7"(:B7>F<;7=UII_XQET9`0HPGHYZC(O)0 MFVUU&0TY=R4S2J4>B9#D;E:JSXC1!3A^#*SL8=1=<>.8TP$>5J&W&'GB?IB" MY-"^E(0)(,R?::`O;0JM54 M2",^^X@GKRQW9$N?2+-$D_J"[Q&S51<]7*6N@AFGY+F:76^52*@=$\O$`>8] MT$UG%^GCT:WB;=%1_JJ^$BM\(W,Z9\$7Z(]PLM$@8C$61;R'*M(JVL[4O9?; MEQY(E8L>QO:=!W$2I?3V6N4XVUR.<_7HM,,KM\E%,;DH)A?%'"<_%\4LCZ4: M91RK6+)@?ZG)13&Y*&:5VFQH#PD;G)1 M3"Z*R;*192-SDXMBHILF`Y M`";NL\FHLD4QJQ]HMGBPV&1XV2=Y*_UPB`]=)(19]\NKL]$K9QVXM/9O\Z^7/SR%48HKJY/?SH3%[^<79Y> MGU]\NR(T<##Z(\'HE#D;*SYZF3%6.UJ9M1-QI;):FW*89[X]36_2.!'U/!E4 MK58S.JV&T6HVYQ;*=&ZEOL7*+,IYA9M1YCA=^O.DV3HI9Q:)\^[#:!AF>6U' MC7GR-LS*D$2.HN(UKLXX8HBPFV2^M5D8,F;@]4;+^;$PX:R@F[Z`<[P!M`.B M0@?]QC*Z5>Y^UX582:I-BL8S)T+RQK_(B)(.K2/^&B:+OR7%7WTLZ\[%U94` M@2>N?CZ]/&.!-[_@,<;L4M)\6J!9W@6=^SN3793%.LM"T'5BY9(4\)2?HJBA M`EIXRY3+MSY5:`0ADB9:9KUGFL_/A;,^6;+5S1')XKAF'E9$TB?!24&%4.BBOBFT?>B=B2WFD/-)YYL"%;"4<5U\>R]8BP5O3M[O]2$KQ M%737?BS.`@^]$#&ZSS:-"AK9*D[,*W6_`BDKM%RF^5)EDVNET#"=9`%/?$RU M%:A6Q7"+ZE.-L;9YK%70@>);.D`[81A1"JX\<4L%>;\/-^UK;'05N"=COC)? MF:_,5^9K=?P5'M,2_L-UI>SU=J0GR$2;[9U;1_DZRC"88=IW'=_-8BWO,1=NP&S6C4^\P%_>:B[56 MRS";UAYQL8(F@D\R"`+XS![-P+=EH69E%J&(U]8F<%30QGO1X6C`Q[ MQ3V"#GD*AZ,*C%FE[3I89R7-8 M/Y;AVD[%)L-IMW#:C/6%X<1PVJ#UA^'$<-J@]:EB<%K;.C5S/C;,QPO3KC\S M$\D:2N676:DLCJ?\8M=905-C?\XE-&\P6_']6FH$2SJ'F2?F.GYA2W%JM^Y_ M#"(&$8-HKT"T\?V;0?3R0+1HG/LS@VA1Y6_+J5JGH?=J]WT5&-8LVEAFK`D5 M]_%,9H]FN5HKD]D3J:H$)7+\QRO,Y%C2Y*/Y)!@+YLL\\=OYI^N?H:'A_:LG,%'._DLB:K'U.&-IZ2XQ!]VR?>87W\MWNVQ/5(`O MI:I78:_(^Q=X,O(?,#G@K+O[LI%=.)3B-,]I0WE0Z>'R-[;`S(!-VVBTV_#/ MH@?:=<.NF4:MU130YU"ZF%/4?]!5KV3A2E!*1TBU#N_"U,>DJ7GZU'0(YS5Y M+R-7Q9+FD+K]V<,NZ@?*>]=/,15/+PH'U$,IX+'LOU"D.-2Y#;O2=5+H)>F' M<3$J_`&:5\?T$LSAA,B/'@TY_<<2S;V96(!OC#*T MK$NF96V5T[)>8CKJBQ]A?I2)FGC,>5D?243M$XB%2C`'LPI<-71\$$T]Y4HM MG[$*+#ZCQ:+K!"@4X3^X]O!ZM`<*"OR&F=P>J*HK5=(>1B'*LR!,L*$A/2*S MABC%*)$_8WN6UF2>*IAZ/V9QLD@2Q&+@ECY/G:)!7N24#<#+?@@/;0, MUXW",I.!%XL>9HS6`\%^Y/U0E4O*PI)KGXASZ!VD1IY>.X+>C+$JC$/G`>O$ M`BDD[$"@W2;.O=0M1G+HJ*SU@8.5&#'7-955+*;H9?-/8)NYQ,S7,`P9Q+K\ M[.NF95@-4Z??KC>,3M/"5.#9!@9?8DU(8WRSVH:>>0!`WMX&>#TG3WE$>[A;QUGVX_@]\\^>G>1WJUF%F40'DWC9:AQ6XN6Y9*^& MBW5%4_I5.'^`W33,?8JZJ7;9-,#?HCE1&'\:?ZW#Q-]NA5Z30;<4Z-J'";IG M$WHMQM]2^.L<)OYV*_3:#+JE0+>_F-OR+2D?MY>J^:G;W5EWL^:Z-?O9-"3W MYO[GR6N=R7N@48U3M/6>:5/O-3:\UDU0;2LW02]ZF6^S2MHAD(6MWH>PQS") MV.K-5F^V>K/5>_\,0&SU9JLW6[TK#CJV>K/5FZW>>R[TV.K-5F\^;K]4J_>> MVJ87,#7/MTY/!C;\B'D'3@/ODXY"68?MDF?)RW6-L2$^E@_)2G%`P\S#2&E+U M*`D\/R_M35^>O03Z+)ISY:72A_&S M#GXV:V8]MC93"3P=R&B3Q4#7Y_/<#"H;:O-IN^J.+:=,7"8N$Y>)^\B0-UT@ M]3[)(!RH M@`][E='JF+A,7"8N$W<_#GN/5]PK[RBEO,#'R]37.U0LE:FXF9IVO)A79L!F MJL`Q`]98`9NHF\8,6'T%5*/.?>4/3!6N8W]HD*Q&Q62F/].?Z<_TKP+]=UV/ M?8D]\]G.AZN4I-VMW]&FD/SB:ZHS`%YX%70&P`NO6\X`>.&5QC=J'UBNCOCZ MRE`%*HEO"8)/U!'=GN<`EWY>W%&$`<.`8<`5,5P'`-\$UF=^"" MW./:\S0)*E"0>P6#\51A;5H^FZFJC@O1*`(PEF%9H!LK.*$)**N,9T&B:Y7H']/(RQFX%.)9UK@5(UZHDEX MEEJ2?Z4R<.$U3_8DO.AAM>A>FL`J09FD0B\^$9_RW\8&@C(IDFYX$U")Z[QB M0O;R5`=.DD2JFVJ9`YUX"L1OI'_KRN0.92:]K[#:M')\076IL4XV2,XHHIU" MSY;F+N^!"GISB&6BI;"OG*[R5:*R2M;0GHI*DI]&U<7B)S,G-;3OW64P?]9&E\]*E).`/T"EA M']&2'J8Z#".LX%VF#'9=;KFK:7XK<2A`<1AOXDN/RV?/74L1[N(PS#*?1VLA MXXCCNKHH"/*VP!WA#*N^AW,_48%U?,E,UI[XQC4A=G'%AU,!<`5A<-(P6_,]MEL_Y1&R(\K M.01&HMJ)^J%!M,Z*O]"BBA0N,@_%:%X,IF9^".\"&<5]-11NWPEN9/$3[%X. M"4H5Z-1\5RA5@*-VNY9KD>=X3`]`>%W*6QFDV)\GLW7NDE8Y#!.`%L@WD!"^ M&JA$`Y"$#Z9VXM.:-;7+=^Y]T9,_=-D?LB MXUC\J[BU.\UO[7A#KN2&O`GQ5K$]F<'T7&#:A'BM&)AV'.:\KO1%:UVA^FE/ M==0`Y:)&NY5BR'8*U,<#IO8GFFPC^8UV%E*V&='+0&(@+2]VRP%'VZP4_4&_ MAR/OSW(TPEXPBV3>S9B_SIN)QM\8;V)TU7DSY:M3\H/`UO*6QTF14\NO>E#5 M8]%0DY%3HP"L?(N"]\@V$9\&WI=1@,1X`-8J056-K015;0!C!^`UN(VE=P!D MV3]GRNV+5/;7?!Y_S3S0O-&H/^*[N;"ZPB7E'ST5+F0,?7YGRH.O][L%M\F# MI]GS.DANK([6MEPD#R&K\G(GP2UEB63BOHP*#1MU%WQN@+PL)T'F2S4=_Y[S M-GC]M*O;=NSC5,+C]-X#9SUF_LMUKZN\`K,%][GGWBX/TB7NY9*_$DYL^ZV4 M/(.3&F]5FQ:='OZ(C%![$4/E4XI-Y0UNLE9HY?,&MTL9XV^A*&)BQ]A?J?7YQ?? M"`&<.'J&1U.>QM`G$%-2SV&D`E<-'5^$O9YRIAAIET]$.Q'YTN, MQ7\[08HIDV')M4]`:Q(H4W264DS*&"3C22^'SD,,7P,I9)&C,4L5'PYC]IAI\?KHRVN3-MFEL_-+G% MH;@1U;#MERR);#BH..+8=L.7P& MV+'ED"V';#G<,\OAGMKW%C#735KX/L&)^-9!?[;S($ZBE-P)3P/O9^G=P-A. MT=6-''PWY+3;9J?=)9UV6V6GW2_GIS^>?SF__AUZN11G__,K?#S^? MQ.?S;Z??/IZ??A'GWZZN+W_]"M.X(JBP6^\C;KV.%PZQAOKIU4?1MAIE:H\6 MAW9BS1:%.,I-B#7S0_9:\8WUX2TZN.9>M)12RNR<%,W#>#TGP09%QXD< MH@NLB^&8:'R46;EOZ.:N+S%S!'H`R[]2E3P<^RKX#D/M*72D58XO5+%H!;X[ MZ$H/?59[TJ&JZ2J&)SQYKTO$HUT3GH2&QDR@X5T`D(#U?"+.$_*4!7U2^[C2 MB'JP\J$K;0<=%7W7[LQ%\BRL,@\S;1M$*73VC=0`W9E5Z&E/9X5NOV$LQQHL M2K8[<=FM>&R`/17%B?@+Z(D]AKV,HE^1>_`7OG;G1)&#CM`JCE.8;?=AS$D9 M!94#_3LPT4A]E^C`[. M54^YVG9\U(O"0<8JI+>?A4<\O"6:X!N1]!T$F^.Z81H0EY'$Q?#)(]P1K^NM MCM&Q3/2I5@-ZH^>HB$K!:]]ORJXY#;*@/">DZ<#QI';<'H3`S]?U=M-H-.N" MACITE'<,9'&=H<*0_R.:5#I(?0*][BZ>HK'VWX;AW.#?@N#\%O@NAF&LZ,72 M(.#EUTVCV:B/#0?FK[N!F7D2**@2K%<_C&0L-5FPQQOD&?1V6X0IT[#IIZ)K M;&Z"$!J#!1&QXVX8XLIQ<-T5?-%>\9/8@3YAY[*$%Z)3_N+8P4[)-SZ2P%.` M$N8OQ1:22&JFCW>^#=WF0&3S!#]+`$!>8HK9%`F:QCE2?L3`LV/0?T(?>A\] M/@@]Z8LN!1KH-2UJ)XUC%#T4:>!B,R!5!@9)V?R;VQ!7`'()\=NT?\A^EI&K MXAP!B.R3>I-"-N*^0QS7@K3\@-W`K_^642B`O\J3&!B!L*78#F&=V*T?0+^/ MOP.VI=2"$U8]/7,BKM)N#`(%438-&N6,R'HX M$5]@J=P!L0P1`!:*,>I`%4E[$ZVV[%V:#PX+EIZI']#3,!;FBE&W$P(0;U]95.D.)5\Q>K]^P^GP\*(_8-S5(XN"]BK5^E?.GA-\9NH95HS`H"O\AZ4Y3=<;H M4EX3XSU.4=!"C%4'C1^*9' M3]%/XZ/!S4P%J=8'\T$;18A4K,^W6?LQB`/XH=S<5C:MIP[D6ZUX<"`[I@I@ M2XQS+7]<4&KQ6!:T23\*TYN^1HB63NS^G&\"4G_IV-J9@,PR5A:&D8VK5%O93V"(<[E(1GY-+09]O`0N6/).'6J9F2N-JM&YX?#`^,.Q>/I++L/@W&M636L#P<(RIU* MR$L5?S^>MB\R,%?4)BW[!]S`:R>=UIY"<\M>/@=BUPLC=:,"QQ_==L1HK@U2 M^`KO;]X=X>V-OF#.[A+H]*/[S;5_O>#KI@$^*4";'%%L15 M+(@\4AXICY1'RB/ED?)(7\Y(YU9%WN]I\4AYI#Q2'BF/E$?*(WTY(YVKSLPW MAGTY_W9V_/.$3:AD4&HO;%#""+I7\P;^#!<#RU0"R\>R86I,\FML/OZ,C'>% M$8\>/P]4HAP?G^Q&[Z@!K`"H;V'FY[=CRJ]-^5.RV)<)_Y.C@O+?1U@H_BUS M8MN<(,`+)RG3WJJ]LZUW9H>IOVWJ4U`(0[]JT+=,IOX.H&\Q]"L'?60+TW\' MX*\Q^*L(_AK3?P?@MQG\502_S?3?`?CK#/XJ@K^^./TKZ5(\F0TC3]=30215 M.%E@EB1GP7XJX$/,')SHXKP&MQ?!A[5 M+*/=J`('>0VNN@U:EM%LL"*SQQPT3<-LV,S!_>4@Z**=1:M>,`,KR ME73M7^;VH,.W!VN!UNX8K3JK[0?`R:.6704/64:C$ISD37(#5WDUOLH[`$9R]/%!L+%E\6ID-C(; MJ\'&?31%,C>9F\S-:G)S[1"#B61*]-Q4,J6E+Q$V<'^0YT-:^`)AH9GL".[+ MI*C:[G)89B1+'O1J1K.SCF%[&8;M5#!6&$D+$*D*(UG2AF>MXX_/,&*!E`LD M<9`VBV06FLE M$&)YQ#"B3NM6@V'$,%H71K;-YWZ&$<.(850%&&WD^H?1Q&AB-#&:&$U5B'"K M+1WA=I5VDS#1)8'9A6)Y^X)9,VKF.H=#]H:I""M+72W;*?.UPGRU#+-E<3;# MPV`F+U+F*_.5^5:UA-+@0WR%PDA4^YBOS=7_X"I+7Y$PFA\#)ALWY$P^`C4>@ M"K6JD.B+,^^MR\JF82V<+(/79(49:1LMD],,'P`C:T;=K$+J;V8D,Y(96>IJ MKXR5S$WF)G.SFMS<^S(]35VFAZ\25M75+<.VJY"YGL4/FYR9K\S7%\-7VS1: M]2I8+IF3ZUXE='@#/0`V'C4-JU8%3O)5POI7"5QOXD`8:;;9T>D0&&GSC1"S MD=E8#3;NHZF2N.*<;4U7-5,H]WAHA[08B-[SA4R;S!+ M+9'7VQC!DI6&.J;1Z&S\XOIQ\CRGF&44;0%%1W:S8S3K&R^*O0T8;L.HK14/QSAB'%EUHU-GY8A!M)9R!`=/P[+V8D]CY:BZ M.+*:3<-LKA.%R-*(471D@RS:BRV-95%U463!>=]JK9,EEV41H\AJM(Q&>^-N M>HRBEX4BRVAT6!0QB-8$4;W)(&(0K04B^Y#VLO(-\[O$@2&,_BR_`Y_S:7W\ MSC>_BOA^.HF^,;;SK MI\>N+T^_77V^N(0O@S"0V7/YU#I\?H3""R?Y..!O35;^>?KG]^+QJM!KZ7/W!Y_M//^1-E"HD)$AGZ M"T-:LI.S!W[)7\TGE0[F^^(7(]`JDJ._CXE;!S3]> MF?KOH>-Y^=]WRDOZ_W@%4RFQXS$GCA[];Y83QXK">P;`)B&*3_;"(,D?':/N MFPGROC'>Q$C8-U/$+*TI;"UON6IBY_D7Y2[IG>\$A1CHAI$G(P)GOD4A1M]; MIOG#!T'/'/O.0Y@F[WOJ7GH?G@1YT7Y4?/**P90_1J./.;?_\UT:']\XSO#] M)YCDK9.H6WD>Q$F4#H!>\6G@_2R]&^CHU(6?5*)D_$G%KA_&:22OY7WRHQ^Z MW__KW__MW_]-B/_,VSH/W'`@KYW[&<\*%V@%?US*WC]>_6):?\#_:Z9E7X=6 M[0];?WXEE`=L<:!/#[YH=%[]UP0R+Z3#3$R!5/G'_[>/'U3%R?_N_9 M%;&_7]OD:EN55K6Q;6EY8JU&)]HV,IF`O":B7?>E&$;AK8I5&(A>&`E%$(;U M>`\M`V1C%2>Q"'O""80S"%.0'OA8]GL:1;!<_`24/32!%:)&,*(0R\^$9_RW\8&XL`CD73#FT#]#;]1JS#T M[.6I#IPDB50WU8('.O%4#UK5OW5ED+UXFB!UCX MV6QI[O(>J$#?Q;&$KW"6OG*ZRB?)0']#>RJ"0<9#B2)#CZKKQ'+VI.8V!?,9 M2`=%AR?2&#N5`0@$I!:\%<$P8Q@/=J()Z`R'0'_X`#_3?+,^E)[B@W2B&/\` M;=_MPU=A#/W+P3",G.AAC#+8=;GEKJ;YK<2A`,5AO(DOO9-M[%R'L9:`@"J& M89;Y/%H+&4<<%WX;.@&!K,`=X2R$90!;$4!9>"DA%U]PTT'JTPZ5/P`OPNX" MT(+?G00:]I0+[<#*P]U4W#I^2LW`&/WP#B`NBR4S6GOC&*2!C"\ZF`J`*PJ' MD8+?F.VSV?Y9@EH#$F06$6']@(`*)MBF10RN*R`P\?V3=.6@*R-A6X9`14#< M(9:(^O=J`(W"$G]MV4:GV3%,TZ3.[I3OPQJ]05B%N'!51*L>WF\QL^;O=[-6 M1]_!C0%V!11X$:9#*ZV_%)Z($D<%R0,R*Y+0ZM^Z!?@3G^C*0/84KJ0X#EU< M+I$\_!C*96KNN0MK7WDI]MW@AM)LMI5$2QZ0!/)93=,03MRG10E M=Q]6Y:P9P%AU`\SZV:S?[N%G4RV/-8QHQ;T"Z)IM$-YL[2B9(4$04I/?UFB/ M!ZSW0@1._)ZQ4L;*LQ@$E^M\?\[5CYV%)\_-ER@&4WFI-7R4;+^$OG(?GCH\ MUZ]#L_F';=+GB<-ST]S*X?E%+Y`Q83J&RZW(OT.V5FR2:-GR$:7U,VV=8]O' M#%WPHSZ)C6P+,7S4Q`0U#$]JD4?J5:'-79U]U.*Y7;-:'V)QE3B]GCB%)].` M%+P?4]^7\$E1?N5ZCUHRT(Q,IC-YXL? MQ=7W!U\%,C=X%>L'SZ)$O4CVPD@:(^X4ZXDF/&HO$(,P1FL;G8:N^VJT\J+2 M.AF2'D!&+K2.`1GS)HI)7EU?GIU^_>WT=_'YZQ4YPS!^ZVO#8(QZ=^`I;8I!G3D&FL<]E6-DAMRXB?!HG[,N MFXN1F=U4G#%6`2I5@D>U",]Z-W!PC.`01P8\'+B;Q@FH35%,!AM'#)TH46[J M.U'>](GX-0!,E8?Q&#LU7O.Y9#S*K%23EE]XU?>S@VV$TD\.Z0@ZB4LR-GZ' MOWW'I4FA;4F?E<,NK-BQLW$^(PW`_*^Q(9,/A#Y:D[D$1N>K@4H(WIEQ\ZG9 M@M@Z1ENGN-,YSQ]0*D2R^S#!+QISC/.#SXZ*@"39V@J'.&R#*`8LNJ-3-]I` MD?^T&F:CC4RC(*943[G0,698AYV`C+FS$#=2[DO0&WWY_^S]:7/;1A8H#'^? MJOD/*%_G1JF":"P$%WLR5;(M)YJQ+3^2$K^Y7U(0T90P!@$&BV3EU[_GG.[& MPD4B15($H)Y*,A)%-+K/OO4Y$_>.!UX1$LSK:$<>QQU2B0XO(F>_=*3+["Y9 MQ@?ZVJ\?Q]%$DQ"VC#>XBV\LA[EEOM&2C)@Q3JJLP.%%0@X_YC@%S`F0R44T?\R#&HF?BJ!&]&IFW:"WH+Z2TW%A3/#OK^8+ MW9=([)DJD;B>:5XVEUMZS,\N12!!1IT6:0<4"N\B)+Y,2O[BK\J/6&232IOH M$\,L#)A!)^&HHQV@E"L)TAGE!8+T)U!5"07R8DS&H;;+N+>%@4-9!?CE MDQ^&+(E2EX?Y#:NC'8_'(MUXE%V!;M5Z//Q7E`&C:\0\X%3.G+!&>BC2"0#T$1RQNE__#^B&@K2Z^C&-V#\O,I;CS^QCBY)6C`([:KAHTP0A/E M(B\/:U12S`N*'!)NIU'&:XIV,'JD;I)D$W(A9QP[,CA\],R`#5R-TQ1\-F)Q M.,\G2485!1Y2`[BZI5PU$4%4U377M"3X!*-OP-->;HN2>8_I#G_DI_02\,G& M8,]$0)*QZR>,^#Y%4QM.A@7,0#678.,1R4C7'+-B#VU^(7R\"-",;NHHR#ST M=X&QO/^!@.5_)G:=D(E;9EKR@+*44C.1L&M+V4-%LDLT*#DU^!]RP1!K<_FL M&4F#%.#-)LA[^M#I47X<]"/[*T,*0")[:>M#VY%_\!B0BD!Z>*4+'"-9O+1T MV^XO6L#4!Y8M_P#4D<21'0.&^A*+H[#>$`D$ M^`1?"Y3"HQ;P`W"CR/`13_!$OYCBU0&(5FR*3V[H\KA6Q2?&A$N6)'F8$5S' M.W`LV[3$JDJ MYVX1;7RE`+;/;E%T@RE4#O2%[#:XDZ,5W0*JTXH(J*00&(7-[WBI)0_^HYE! MX>V1K%9%<_L22S]90H%*,C9"M(UA$93=W.?",&E>KHG^"SQ6V#+@)Q3B/2[$ M.WZKL,&:+*S7%;M2;"??@O#U[[*$ZG1\`CY<>(7:_(C*(;<@K6TEK96TWE!: MYQ2*7%O0J,:)5$GK>Z6UA@G@%`2UJ(C/H2XK"G;!$C^B4I`9U&\N23]C!THK/O*";XDC5 M"PD:9HA0:13E^3SS?)K%"TY*H;7\FD82!>@I\?"4N-@17:)W2HY_['H,(S`B MU`0[(+?C^.$=5^O05]^V]+!UT'@I;1:_([-_::1C=*"D<_D&9"G]1,0N/4`Z M((X'CWA6DE]$*3_J>EAQS6:6R!7M*"`_LK@J<2O+[0&V)V,>55P!=W@&\.(2 M^*(NRH<]<,@0!@RK>)-K;8RUE[#Y]#KR4(MG":\0R*T$)!8R#O#Y69SB$YQV M,3WXKEB09^!DR`(?Q6J!"85I105#0+7#>4*7KX>@8M^+0(>/A8@LR;/4=/P* M2AIK'5`N3) M0M>_6CUWB3B4H):'C5G``>\G@LU%TEWDM^';;!:D"*`DR:$+0D)%LA8K()3! M)4]``I\#F@*L4QY:N<12A1LWIAP`QP46"Y!0*8>D*!?$PBO02'D]!0ES#61H M&$W\D>9%MR%A<.SFA/Y;2/*3,D\DXM9+E^I"FGJ"S$/YP"%`HN#Q"!"GP([XPGA+84W@GY*+..F9HT$/)?>PMR81C$)\N(V]3V7J+W\K@BI0TK=74D39-$S_"U>R%DMERA\BB-(M]0[0=9K!"V18C5_0XU>I92(0 MKUGG8&JB`EJL22I!M"\E&CT=7^!=M'>\Z(%Y'P`,[V0QZ];2((Y22DHI;:B4 MOLQ(5J);+2=^^`Z&^O!>JY#IHES\"L,-HD1+%ARATEA^$Z*L M._F]`S_A=^N+D(ILC"*I)=]*3CH+]4D3-<`69/RL6W(NKJE@?R4`3P`_OHN2 M=`N:H:@JBKP$,QK%);B\B5.EETX39>]Z`G-6S!YY M5*"6B&]O(Z7=5_)5R==-PT$%62JINH@02@`J"4!A0Y+4]$-^?YB,6/@;]8D* M(Y[<%$_F,0S,]8+#]2Y,EX0,R;;ZE2,+<>'0-@K-4Y7;,0<.??8P8'"@Q MJ,3@QG68G#1%BZ:<.)5,7-SRH00MKX!624!RLY/LS?+UDK*T?&"51>WV+'%E M@%\`X#_/252]U/$S6'#!HSGR=06!N:VV3?=*V-WT/%:\]+PD[.*&2$JXUK0' M4KF,4K5#4NV05#ND/;5#VFJ1XC<_K98DJ@Y+JL/24W98VC$Y;]JU"776\[X5$=4G:'VV!GJC#IKX$);B.7W56=V'A$ M="`B0UT6QUS'479UG=M'6-[BQJA;A"4#UKA?%-$4HP9R^WKQU9/R)9&9FPJ8 MELT2WO<(:,/WL'92U-I@BT)QDVKNC>7Q##=,W`Y@87$/6CRQJ.*SV=IAF;"? MGS>&]]&B>`NEE?W=M`A4LN`Y*05)C[Y2"HL)H00@[O2F;DDE@+@#MY,*WQ-R M>OCU)='6CCXL-9)`"0FR+T[20Q^VPG_"!EB7V,6FLUW?I^(4Y&*GT$UJKL@] MZ%\\VJ/JI=9L5J[I/#`K=QF\5IV..XO='0_$S0FQ-/MU\8A;#N^/)Y^/#W^= M>6MISX.5MXQR=?.IYGN?H&X"+21@97B+I[EO&5YH_P(V@7?LN?.46\/AQY?Q M*_H*&C4*FEN$IG7O"W[(%N.,P*&I&T:#$+BJ**&M/HW\ M.'-O\SA#J\3'1F]:CPS-@=XS5E7)-2!#A/@%F[XGJPJ>E;980W-WM^2^SD[68X=N3^\[W0W881V$ M/:G@4Y3TM)1D=O6>LXFE5C-*VMB26W@>&\Z#'?Z#A2'O#<3M192ZP2:L,;>S M??+&LLWLQ#M9:P=K,H5EZ6;?V397W`^>?0I8146[H**NHUO&L$545!:N1=Y8 MFWMF"[F6YS&@?''R?#;)#K8X-B^\P_%7Z5'H'?^5\1+:+23=ZSK682'29U&M M9GZOW7F(4Q+O@2?)B(ZO,N4SF?(*K)B$U4S2G%+B`79O=D>C;)+QUK8>F\9L MY+OY)1-W@OW;_G9YX?_[\I]IY,["-_E\:D]&<_GR3L!)&KNHA@ZI[E^T<%[0 MUSA+V#@+-+S\D!2M=^5-0='.KI,W0LP?X+V(J1?R)D'#(K'S)K%G[_#^;&]\?HZILDG3_-.R[M1'NU:#S& MFS2LHJ54Y'SM4]ES%3].N?:GW[Z@^A-FZ3XR-V$X-Q(;$,:@AHM)5HI4US[5 M)A&7FM+B?HI//KEAAK-*>0OABRC*^\@IJE0"]*GC-WS=^TV;W8:+ZFB&6T:[ MS'"-@FH_OW"<[A*3_`&$SY+,XR*X.'@CFY1=Q!FN_WKR_N)7`(F%V%B!O[:P MTV7V_X8K/R$[-]X0/UK^"S4W@GBJ3HFHEA^9Y?&)4RB&_A#/A=&M)K6 MDFO&TGSB5LR2+*"9N3T.5`AP21>.SQCC\`);`SXMA\-HG^&+*0EJ,;X>F M%*TX272>#J5)E"N7NC8\6+61@6R`D'P+PMJ&5SA"@OLQ_+M;:'U@U[3U M01OX<(Y(6]I0H2!.X673P54OA;FI`SF8W$H!/-6_QZ['<-``+YF<@CB68Y%I MRDR2/^3&?`A+DEW^C_$A=>7."AH._PSD&#O>4H&OAC(81:@<;Y?/7RPM'+,; MG]VBP,=!>1,4R;SA0QAF?(@:38TK_H!R'J'@XU!+_/-2\4WS,'$$9NKC?,'J M[)S;.`)_+!KSBP#X'5@G`O_/#]V@-)CM_"Y)V42"!^#VTNP:NC,8X+E0OC51 M,ZPNX>T8Q0];EF*<"N'92F0XJ'2M,A?R*TT%-RP*KX$HX?'C,: M`PR;R)4"B/O`YT.%Y;B0Y MP&MP`;H`MNQ]\'L(GH90)/`D>1;%C#1MY,;Q'4#PUHV]1/0(`K^"?`Y\`SS& M(D^4*&K83=^([/W`0%S!8"7$Q3DX/BRGN@T:9`4'\O\VR%[=E MDA)G:=,H$;..9^"*8WY#I(;2E_D86<)(3O%\&BI.%J912_"6T@,98#].T:_U M^?CHA?.3B>I9R,:^G+>:/S>S1YH)#"_TJ0T6V'@,6.,;"V@,=DA&8#ZNM_HD M3K[&8R59@NMR%F7?W4D^IOL.GR!&S-)K,+1PRWJ)G=GH.O1'P+(3`'UQ13-_ M1?5X.*^\,.UPY/)2L"C"74RX`"B42`G:]0G[*T/[%B@/+#4#HS`N#Y^$-"FR MBL@Q\W"V-LE$:LK&Q4F!UR;:Q`]9N)7HR!=R!Y*CT`,KFM&T3?!6\D#+MF(E MCK*0E86\:?-)3JK$K&5BS;M2*K-Y$7FE/4'].8Q_%[%T1(O^M<]Y!=!8K\FA%:5%="S.Z M!-PS^TZOW[.%%7J+C25I7X`-;J'"OSB''97RYA"PN=K&(T[`XDG0M`"5GE!0 M"C1+PM@W&5R98DB&HD1D,KLAM7((^01X?Y(%J1NR*$O01@'CPH7M@Y%@=@<: M>34Q&11@!@29)]MV_A;Z:'*=HY)":X.0P/\(!D[);\'40,PUG!N49]N+O;DE M_/AADC(7;QG+U1)V0PHQ85,7K7]-KH2)B9A=\9_GEU+&R3+NRV*BF4703W*' M*H073"*/!=)83++XBFS(<9#Y'A(WX**86ZTE/)A'-BQ:D&QR&7D^7>8LF:(1 MO%R^.$VC.&35!B-H6D_@(8_C4.?KH7G.GR+SAGK#@HO&V17^RG-79">C'>V' M8[RKQ6B<*\T`]Q/R-OD:9.["46=E`U@[<'[F@J.`EKU\<0BOX_88"I?H\L:/ MX[D.Y.;B58C^15H M[/AAAKM(>.17^ID%CGP6H*OJ8UU&E;TGS$WH*IM.P(X]Z<"S&W>4<:^C4/CO"<-ANEX,NP"T"Y0+:%8&II>VF`>-)2'-Q7^ST*=V,N(PN`%.7;0- MH`$N3F'C85+X2/14B,*!R(U[?LEUAH'D,\6XLU1E=CE%VC8J[2$5C?A8`.,IX M,$;[DL4C4#],.[J*&3>$^&!Y$0/D#=.B.)E[CWPR3BJOFF9QDKD\7%0$L_,D M`[Z%YV(15#Q*!`(:#J@[C@'ZSXUY!!Z1##\=W8WRK/'MP+E,64P!0OB.W7N!RO% MU'N&0811'&F9I846([HQ2XY4Q2U^DPY?WI=PI&8.R]/?)?`1^HO]E%?#R0GD M5`%9`&7QI]!C1-+E)`O;L7H::%"^Q.P*?`\2:B)EP>*1GY"=P-<7G[#*JK;E ME)8E4^[[%$$\QK$(/`Z9^[.C(**D"AC8;"ZJS7PL#[N*,2DSQ7&)S*.3%GP* MICP;1[3[&5;EB\GEI=,@!$>Z$+PEB:$=2&,+C.T[7MQ60ES!<15RBD:\@@RK MR19P_#QO\]U547^RG+(J&`8;%YV+`'R)(DOVV4T\]R_QC4]N_(VE?/,H=O^( MXF_B3\??@=G!)=$UX5]]_N/\6/OTWPL2%R`HS($!.+DK")UO5:^P/V`8>-U/ M$J!N-/B$(YP#$^+25;''E[P5WC(-G[(,;:8O`M1-(=&^48/0P`4 M.&^35H_>]XNL#RF+!NE49136H='Y2@E.L,Q4R#YULT,T<#,+C MI`1*H933*G!I8I#@2]HV,!8^)3AR6&7(&FP4N'@\GN!&"2XEA.'P#>592Y)((C-*2<"5 MSB?TMEC4$:<4T0=V(TJQP!F_%DLK7EV)5V^95(LH[M`P0T\%X0S.>Q7=Q!:S MZ#H:$>#-H6WKJ-!<#(/!4K.\4GVD:I%A<3@E#9/B2X%[2[%;K!'WJ01%Z"XP M)B93GF(6P1L2X>(!S]@5EIKCE]_C$I,LN*+*.U.AE`2O<-,V;".?CRCG\W+#$$4MX)XHKYC.WE_@1A2/!0W#( MDI4EA$RA8*6B]N74_J"%+&)ST;0<\,/F?BSFUC.%EGFV!(7,8L54+DFZTP#\ M?IYT$'/*N(&_S+"\9/AUL2^^"(_.+3'*]4KYK?>_3+2X'A,[X8X2H!N,8\<8 M;TQ8Y5/.Z_[$![F-1K0[]5.LZ^&D10(UF;4RN0V7K&*D4;"1UXA(IY*_G2*A M/A:_8%8&QYWE4@7!ERQ@W'ES@@0#IJ?@J%23(K9/'CH!'?1RXHYD)0IHT8KC MEIN;.41=G![G)JGVTA0>'"6O!B^L0`,D*1I\^16OHD"?)B+H/?<1AG(S$OT2K7+6&;L\`6!.%Z< M!:(:#UT'HADFS0&";+X*&27H>)W)18B>TQ;LHGD9<7E9\I%*&`E^L M(4=4N!DS*S.O+Z<2+T&X<[]JXJ<%R.4^Q[*PDA,C`K)"#A#FY8H3H*R0N3WA%'`]+B2>>F;*&7%N^9H!?Y)#DO" MVTU\S"!B8@=+Z`1HV'=*D^78NO^M(B M^U/M8TXK]YT.R#,-./&*,`I76V#!)9P!P$_QX3^`+7ZBQ0#0J;Q4W,L8Y\Y` M1Z-;@,C'@0^FBB?25QY@/PHRKFR15(FZ#K/I3+B,EB4]<@-?!\3&=QI5*1>_ M'KAE@?JQ>,M,R&\L7N`B_E**@Z=DIYD="]X49`FEF'.?$)D@"Z>N[Q7D MI>S5Y?;JTFBJ8";P?#7..@5=>R(>+66OSK7CLN!K.:2[Q([D[.R25<8+6^;# MLO16^.&.MCKVXR0M;[BC_2J-#+>BF"[I8MBU?TFZDY83C_&DMPRL^&/N4XK+ MO;F'+\]49@7,A%]Q<4%"BFS<,9;C\$H?;C-PV;F*X,07>RP9Q?XE>L:7TJO""`C@^H\R.O M(J;D"[$2"9B/^Z=Y;!Q>,BF,7LK=@SD*)@J;ECP-L=9/W/25!K$#[)T7/XB; M'_WN&^TH2R,^L/AGI=\C2ALIHEJP4"D3OTK&:*Y#%XR/1BJ?]"W*DERJQP=CE9)T$_=_O-BS$B8'O!Y>*>1?XPHU*U?H[*55K:4V6*L%Z^A&/^8Q&SL3HSB9TH:64-:8B6E]* M%.`0$H,>YQ%^?Q<=(&F-7/.4`$X,X[)5C7]\>/SC+D#T0..^G;Z\*9T"VS;B MS/G>P'FD56OF&5_W)P$F(L!S373]I%5/[+HR>G M5EMO[Y43YU%=YPD==2"P>XA*CLR MXZ^(CY:-9=D!=%DJ^@#=N'X@.O(L\#5&;C`2]68U9+L:SZP]&.I=HZ?;1ATF M@_Y4:Y539RSV]:YEZ:93A_'1"HN/Q:(UT'M#0*79)#364">_9V%$C9.45MX) M?+\RI&M,+F#_C2M6B?`E98B74@^'I+7;)!&>X7-YF/3'`!O6KKS@/-:*VS64&L?BYKR,??J,.'.:TPB<1.I?*<< MGWNP,=:!R;O@BLY8BKP?1=Y%(^+FD+?"IL*FPF8]L=F40=!KNCT57T?$)5=$ MBIK?^\23H+?B3=5LBJ\BIWV1TU:\.45-BIJVYTW6C)KV/V%\+47_<5'EXN%< MUG$3!E*#H7#3ZPK5M6G[[4[>O]H:/W#0L;8R53V;V5-TIA>::G=)EH MIG,1WF_V>%N.RJUCO.6Y1-KXK&MD5U8)Y>*E]0XC>3+MD(QP+` M$]BV/RE:N."=X$.9DUIP*7(],5F(D]K>G7S<- M^PDVS,SB!V]0=B\BH_>G;=#/LSHW*#^?7AQK@[G:?LP;Y)^='7\\ MNCA^#RN<7?RAT9&.WEVO+FF91@#T4$+9]R\ MN\:9VF[>`_%MY,:>KGUT;WFWH%]<[]*]U64?(7AZ*+KK`2G`5[4)R5]=^X*] M$+5/4>S>LO1O&E(R=>^T3W%'K*&]M'CG()+;\+'\KO;2YOWW2+Y6NDV(WGXO M;6WB!X%HX(03?[`/9@H"O+1\WIK"ZH.\[P]RH9EJ+SNPZT*VPAK_R4(F]`4U MJ,#6X'*PDQ;X+)/PD)O&KA/4FF&M/>%D+>J"5+[F[F5,--_#F_)B7!2UG\FO MXY.R0$R)Z_2B#Q,N][+;*X"5`!'(#A#%TP++"'_9DAT;-\%#"(,)2#?@CU*' M*^KW6]JUO!D;,&R]7OY#D$3E%B!"W1%<[$H7?`*Z66[W'@F@P_<6`YZ:6++X M!EL6P=\D858W,$LZU/((&1X5.P"CK&B)E.6-X/3:AU_^RD#^ M]X+\M,YLE_]*6Q-J:TB'KC2YQTM7]!BGID*34P]>WNRM#`+<.L&`FSUO2QR6 MY%T=^%Q._$H5YK>\U3*9*MC_G_J>W>7SG4BMQ2Z?^U<(A7D3XKI;.ZU#C4I' M&\A+.EQYPL1G[.TGNUL2`R#:S]U)Q@+M5P#WZ/I;!(+N;P+[^>E_M2^B5PT( MQX_ON!+J*B4T-R\Q"^[$?<6YKB0H/=::4#+;/A4A?8DO0GS<^RCAY[+PHT7O M=])<<\CDK>YDX[#9=H`'2S:P^!7ZRH-1Q'0$.1AEF_&*`_\G:O1"+?W*;8]# MH'JR`E#AQ_Z53R,)8S\<^5.4"ES-8,,X$V]P#)U.SYCOZPWP0_:I'IL?5?ZM MZ-LU-Y?$S7MR%J]+%K?+Q=7>%=TP%S3SG^M"O&"&_7RC8;%);M4<^`0MJ];/ZT?+OE\2.E:0'YD>1O M.%](`C_= M@_E"7"?:J9AE4)F[4`W.7=P'C.*#^^5.&69GY?[K9QAW34K?E!U[.7UQ_(2> MF(=>ZN&%XTII4OF(-]*D^((@QQ,Q>JFTY_RCRL;S3U?;??[U^X]P0%T/Q[R+ M.0NBVY^J41+)VFC$%=T1XA*/KW8V,J^LJIG(F8W.\_\L:PV#0-%W@GFH7# M0N#TC"J4K;JC+57F12=`4P3==&YL(WE5C"22^66VH0\.N%D\0U_<)`>,TW<& M/W'#M6BD+'OTBAZ5LE$MS6K@?=MI8%:W,+-Y(*^DQ\A914,C27.W2W#;_+91 M<-E@K'0'7?*PRCL!5@5%V.W9NMFWEAC_Z[P]!PV^M#@[%DDBCZ7QY1*5PM+X\3 M8)%C2$G",_O4H7I$*$?<2;[\W:;WG#7]7_=+GD MXLT1K0&/-53\D-GPV+Q;N&CZA.?*_H7CF<47VBX+/)*'_9"*JU'^Z_PT0U=. M;"057FJCVM'^$R77VG^C.`2Y?87*&UT-."8/(]PWGY"'&S#7`K;L"(=!ZGE` M9*%GC.F(O-^R7)F/VJ87E<_`%3EP1^Q%L#WP3:X2W"%O%>V)-^I\KZ)S-"PA M@A_8J!D'*2>SRW80U+F_)5EI$0;+7IB(DKB`P([QPSR+88CN*+O*0(`3BD40 M:9&GQ$W^EV(*9`<'993T`/@B<<9*^D!$.`4CTXOP>S)4!W^6[Q7D59DK5D%7 M=!F(KJ5)::0*K8R8D;I`J-$K\@90?\HF[W?%KFBH==E8I1D@;LB'$@B%EO^: M)&RN:WXGM[SOL4CYJ6FB!N@N."7P=WPG1L]0,HR-7>SZS4?&\"\N;D6*(\YE M@W[Q%'R*[7Y#M_(1F)0X?-$=4?OY=4191M'N M7!`:]ND.9L:1KT<">M4,B65@XQ;>?GX@0;:1V^''3UGM.?0V,Q@,;E28CR,SWN M;F-77N)LFC.83ZV8%3J\\?Q+6SCI?O[^6>+AI%L(X3(9E$>("+E9YNW*X-E* MB'QVRL;]&#^5`PXSF.]5]7`BW>R0+:"BV3%=47SEAO+/E0E=^4"N,`\DS2JQRHQ)'E)) M;R,Y$6`BI2I*'&0Z@`Q6RI_@L(=MQF6@&#!/M<[,6EJ,11^ M%I/@G^#HGB(E.'<,80E'UTDN"41+%G%=2KGG=U+TZ4X*J<904`\CCTWHT8.Y!:3RA:# MH62&$<8K$SKXF+)9OWZ9*T]96=OIZ];`6E*L9"E=N:0%?P*2E2<[22EP7$IK MN#1^5`*;>^25`C&]R@,X+RJE02Z8#Y[36>YT&OEHDU+.7CA%U8C(@TX1^E1R MJHU83Y:'B:D8/&M=<7.(3HIOBU?RY7&::>4,LD+!4>2S@:DE*@)`2!R)&;4B MFLR'L;/'"!5-HG&5.\4$Q$7VW'AOBKY5E*\F#!7:F(`K$\4PU0-5^JNMO4G6Y/[_7Z2Z.V M1V%9G?5UQYBOX:!1IF+:U*(]%#-```ZB0S#1?EY`];#765*`'>TTCSJ8]B(^ MNF>""`XTC^)+YL:D&XLBI")51$%_M'6QZ!4M$T[/N9-=T,+BE`(W*\!"2?-9 M14H2/E:1SH-XH4:=H[F(5ZL]K%4Q<2B&L_I)M+9JA:]7E*I;"EU6%6Q5/F+8 M,`.+$^6$7HV!WJ=X(ZE`AC+:5G&WIO>\8RT%KQ3Z:F1<1JH+%GQ*"692QUS0 MH6CB`FI>-"/%L>J0/"'TJ_(PQ"[)J,+F`X]+1E,OSW7._V5>-8/47S31&4Z;NYJN'JT&?:91D,4S=E M8>75>$ZJJ?D7,PI+<]*N,`=4."MPOL.:HME,D MY`1WX-MO(E_>D;J+9\/.0H MN@I]F7(H(8@XJ4@WY@'#W-G`\621@9$42T0P1G#]U4SG5.B%1BN\DF2&'VE%I M8!E&98`4I.>.OH71+5@U5Z1)`.3+B$;@`=,B8BR]1Y-Q_;A<"4`A^WM@)R1B M`BZC!-NUR\&5DU\)5Z&<,"MQK^?0+;^$DUY2'(MVR$(T!KW9]W-B+S)8X-?Z M-"B:"B!D(1BQWST*\8$RNJ6^=GDS>'+A>_ET=0XC>.A6T96'^^KOZ;8)/ZK, M$Z+7OU`BZ((FB+26T(22_@NE_W'N>4I_T5G!7YR3Y'D`I4Q&>HXNI)?9HHH/ M)2=S2<#DM]QV6_CEQ7ED+)6>Y_"\2%OXMB+&3=;82K84IL'F3*9[$KG23BDH M,[_&LNCKTH!ZPZN7%T5^RI6Z5J_CY+>5EG/04DE'E0R49A/28TGZRY^O5B)U M.ENOQP\WG]4KW5I9)>.=)_](9TC>)9@LQ*H\38Y=]ATTJU=-@.0GR7<_%\S' M-]Q4H5ZLB9?>9,ZQG"SX&"C MP`7^]45X\]:E[')>1#8N46O9$";QCI_R4G9AZ_.4)VB*(+WCZ3[:HR`X)1>7 M6L7WR)U5Y8NX6LY'P-]5,:?9RE6&G) M\W!2;LXNA4"%;\8DSU<#J8#E[-D7N.)S7G!NN95J;@L?4B;M8]B91W;D/.!D M#*U8<5NXS/(\[L.!WWO>^5H[<'_B1J\7,5[Q@_'MU$\S"GG,$0B729<_\?B+-&(EHZ%16D8XN8+]5F.(*=TT?\!S6-T?EK[T'@5P[58E1.%2HAG!O3JY MA[GW7V9RMYSE*DH<]\7%@ELN&)D#B&*_A>SWH"]Q?U2XJ`VA$(5,/B=BD'7R MFOP.DHW9C&(C.#M=#*;@^Y5X^P&P3\%"B^*ZPKQY-T7,?<;2 MJX:#1$9EUH=WDY*L0*>U7,<@J:OH9;"$5,6RLD^3$C%+,K:+P]6%(8L9*)P; MQA8;TL6]HCQ0N"A"OIP>;\"E0+&1*\!DF9$FN[_,A(CQJV0"Y.PM/I1DMF"+ M4D(6#2A$L'D1+$K6/#U7\=@72\YJ(`JEK`B(F+9N57MX+#`_="X%[WL$1),^ M(YJ6%0,_K!^J,IA?!`3Y=\4)8+6PB>*O>WUR;O',65K($=EDXLJ(%E?,2*K8 M6$$05:E/&&;PJ?I)E(F6>]G87)UCG0+5`42%/UA:0N97I]DE]C))KK'KPTCZ MU$1WLK?0)4MO,J2P26#FN?TO M7+`X4R5V?Q53U[PX&H',I//FH'.JH+,-^?N"JN.2S<_K3\HUR,)?6>BM5"FG M'.X#DCCZ27O9=XIF33G)2="5H0L4\!:^;SK&/0]@B;,_IJZ)1?DU$$+((W\' M[W[2[!\D'.=A@Y\*A.08H&H?GDZ3!AQOW<%]NS#21GX\RB8HXC'3>61/$IYS/4RY0JDQ--"$6`DH,1N9B'#*JD%)%(N:=[( M=C97$7>W_!LR((O-+'AT`1<7LKXF`L4N!$IQR<:>1UQ^NTZ*WB(,F5>%\TLR M%%(1O?QRP"J67EI>6BY@HP*Y,H%G]\=+*M56>9G"?&!,S].-/`=7\@5*\83; MI4E,WDVK9"N(V[[D&JP@[I3C#?,(2ZZ1R+;9@DMS^I7&1#_<9]Z4 M(R35N.P5SXF0VI%>5;E@@7KZ17`BM%!8($1N5.KE6:FO5?74:]PL^0Q`)2G= M6U3CD.?9/1QCXU42WW-1+MF$,DJ7]EMS>KK5M9>FX6?2N7C)#^NPDZI]55Q< MJ,9[*M4`IN[T++UK+RVF\1<$#*:!.\K3T[FWS=_.STAN>C6/+$/6&(PNW2]' M<[5ZX6-)U>G2:HD1M0U+A+1'+:Y7"CLEM/AG>0I5O'BN)5WE]-ST%@MPXSPI M@H)CD'08%D-$5B0@'7@N$G!)H7N1Y(?OBR`HW7`NWS@L+26O'0HU*\*\@/.* M+XD&3)84)0?@1D6'1X: MRU'(`_7=:KK'#[F_:^NS#9VH:_OQJ4[!%'1YY3M$&AQ[(O&[2>+ZD^S3Z6W7 MP#6'NF6;U>Z;<^>DIJ&+.H5N]_XC(\<(,O]AO%K[&6O(N\A M[O(*!N:13WW#-7]1+8]HT)KC("!&79[S7@!(]K] ME5=/&$MQ8X$_(JD4@/<8R,`]'QV`_?R^;=+,SP^KS?QV86&TBKK4B!%$C7M2(ER:.>&F-*GJBWO!#U1N^A;WA6\,%%]>K=(@?MJU#?&OPI_K$JS[Q MJD^\ZA.O^L0WKT_\,U%"JEN\ZA:ONL6K;O&J6[SJ%J\T)M>8JF?\_GK&MX:( M5.=XU3E>=8Y7G>.5/%Q/J:K^\>WM']\:8E9=Y%47^?9VD6\-FZI>\JJ7O.HE MKWK)JU[RSU<'J([RJJ/\/2DRU5%>=91_QM)1]957?>557_G:])5OC5Q1W>55 M=WGNYS6ONWQKF%#UF%<]YE6/^?KVF&^-H%&=YE6G^=IVFF\-EZE^\SE3JG[S MJM]\I/K--Z+??)ODK^HZK[K.JZ[S;6/L9]%[ON<\JP[QK2%.U2=>]8E7?>(; MTB>^-5)GMEM\1>*H9O&J6?RJS>)OR2E^FF[QSZ+1]1?N;!Z%WBGJ@2]1DL9` M#[QC[ELR`],M=;T>&*KK]9I=KTWCH;;7%R=GQY]@S]KYT>^PR+GVY>.1:GI] MGR[ZRG@DD_K)'*;N=YQ\@-(&)$M&?/,*Q#>0_2$J=K)K`AF3%;GE6.[\>,&)3V@-*4-%'[8JZPH0B^G-+Y9V@49`LC1_T M//TJMC!W+2'V+WE6BK>)KP%.P@**UFL$5>?XVTC++T_Y-V57X(Y MY73ECNBCO`M8+&H"PHB:$J+\`;45WU563*1)2=B86Z?!TONQ(GA6E)\77O01 M=R1@FU^B`/QXEFPDN$TEN-<5W%HAKK7SWS[!EO[03C]HYW#&DP\G[XY`8A^] M>W?ZV^<+6$'[@*ING&.=F!)U_NPO\D&F?F(=7N710/*/.W)64F1@&O\Q(-^I&43R- M8LH>%XHS<&_S@/AY*F(HG_P0//0H=46/>%`)JV^:Z_5).KU4#KEX`/&OC$<[B\3J1H.Y$[7^;"/5`81=Q!%+TXL`3I/=CC MMSPBP\$P,V@)-LMW3"66"#`LQKZ.@N#N$..M'J6:?<\')2A<5(J7YNN^*ZTK MYG6`:KCAH=7R2P6T>;AGOA.(!]9)$$VYP\C"&S^.0AX$"NY@GV-8]BY)V23/ M/6%-E[Q<&>(MT60:)6[`*S$):%@W,PXRWTOX\40@G/>1S^(KP@OYQUX6BSL= ML$9Z&'&6!*"/\C;8>7DOYD0G[C=*FO.D#8ZK(FK"EH]X?SGV64I&0\!<:G!, MN^!]._P@I;;;$<:6XOPQ?CAN5LD8D#%&']T=$6[Q7 MPM^L\GR*&X\Q(/MJ>:;KI$'%W0!2$1 M?RBE]X&4J,,1+Y?BDQ?X#5$<84'E@DDVF2G%X)&)$5<(C%]?XS2%-1]@ML_S M29)A$0:C$5U93$X!&&.82"TG!KA.Z#U5F M6KI.D:4`_*)1>!8*5V5'+0-:0++\'G'AFRU*:,](&I=7N%:CW3U]Z/1D=%!< MM.<5._K0=A8'2,OQK9>6;MO]10N8^L"RY1_*05-:3'A8)!OGXW#7;AX[I.9; M,H5>+E;*^UI/\RE[1>91CKCK`$0K-L4G:K-=OMM*3BGZ/UF22,5S!+[U7>+3 M\A]R6@3[28[P4FQ>)WE$6DOF44$1-4YK&AAW'P>+*F]22/0GZ)D3S"!9! M]N5F-[7:^HZEOSQ!@(\5Z@Q,Q8+#XX+#\5N%&E;\6F-^_=T-LMP[.2FZ%QY1 M!P#%K_?RJX8=3*N4L?FA^B8 MBWPA^'DQ6?,B>8\S(7F3%[I/`4OB(3O::18O."GYUWFA4Q(%:"YQ'S41,H&: M.9/U'[L>0S=,^)N\I**C'3^\8S&R8>UM%V,>\&:B2^'ME!?-4G4#3@>IU#W1 M!F1UR$0$,,!!QYH*[D%2K0H/[U<>=3W,)["9)7)1.PK(F,3/9>\@(2JQL_E, M7[9[((%G$#5BNKSA`E89P@"[+=`T0KS(!YL'1QB[V>25'+F>R.=WBGQQ!:?X M!*==+$A]5RS(Z\^EWT*)BR3UQ>4$?A@8M\+;R?//L,9XRLL M\SD95U&Z8!%LQ<.\Y-X34[%:=5_%H*7`'U>7U$NK^TE>DX2Q+''Z4F>C$B\C M9-U$UA91NDJZMO<=`)M;H&2`=<2?L[R'^GT(Y)ZD_(9HA9&"#_HW(^3F*?RM MJHK)0ON_JG8O$8<2U/*P%C<:4-C$6W4C&?`!'CL[+@#QM?8I_64!1\\(4Z MYYU4>9NLMBO>5A5E5^*X4S.7?C7!<,X?`<3-E;I=)0M&2OP#Z->0\RXJ>B M?49%FM!U6Q`5P%^RZB(IJ2,>R?_&[I%])`0XAPN5-(VHQI1;BGQX='` MYR%=21C5B8P\QGLEU=2B9_A;RFUE%@*JF-([OYV8UZ(@@ M"J!!J^"(WS:3SC?O5.OY&/F3$>,H*8%)":D:"ZDO,YQVX7Z'M=[Q-!\3HZO? MT4@[S&,HB;4HU$^IR)0@1\/<)].H5!Z_\,(N?R2BDWUG($#$W$`:_5A./XF, M*_<_^#L()_G7A:D[\<5W,#Q`#58XCXNJJ2MT441N-^_J[L_A])-@#R^P7+D6AK,I#8N0;W>X&>7T515[" M;VH)<9,K?@J!J9!X$WCNR*/D:Z(X;0FGE0!48@JA3XB39$>#V8IBM_1D;M]B ME/R!^F'%';7ACC,P4:F;`0WM+G*[BE46L4H%6EX!K1+?<`U%JJEV(:/`C')',3+$H6LVID/VDJ7Q.!0>H\4G;!X=9SH M0"T:18[Y"#FZ5U2IG''E&$?A1,LB3SZFYI(GP-_+A:O90A#?5/(J7\6O^(OZ M&VS94;[\*DJ,,<,+>_=O,`R0RBFR*7931&JJW.M/I$]2F0HV=Z5_87P#FW]@ MKP[^*`W)HYD&;EKL#$[SX?1M7K0_>S\:*PX(>C$#-4(=`05V_G!>?@A?'+ M;UN5R=_\M)K^[&A?18.VA/H8\))'KMGY\`A?DMT"J91?4"=J$."1-Q/]1-`* M%AWX>9Z\%$$7R>3"HT4-[_*&'*,,6_J)I\*6DS$BMV8%6G(>0+F;1>+JI&_\$Y,W@=QCHB+2\8[)N?B15A(0T4T"%TT M0H_R%@8!CEO()S-),%UF=XF&.FLYSX9>L?X]9WRJ(U),M%3MC"?]QLHWJ+0D M([D4SS1L+?=@O"[-+1&DPJ517K"?+\('W&./:C\557<)[^A`6D,9X+4VP&47 M()5X66*YY0`205*9X.1"4!3HE=F(5Q8G_!(-65P:F3V!&&98]"VKIF'$X(5$ M3`;GEAG>@Q$7XLB,DRD7T7Q6:D],FH@K\US/41/U/#5SD]?#YM;7XB*HE[3-_=&%ULRDNXDR1+*$7MY3;9X8E%>6+V5N(Q+'Y;N/E`; MHS$8:>FA#UOA/^&U/6!H'SR1W:/YKA!A>)C25`WE])?1/Z+!C"^J1MF,J%Y_-"*82E`Y-AWILI(O@5?EH%EXY MA3T`K%GL:K\?GUV5"OT#1%*[JF\!^]Y?#^ M>/+Y^/#7F;>6]CQ8>X)L9O:R97BAF038!-ZQY\Y3OM"*'U_&K^@K&/%7T-PB M-*U[3_BJS$EQ?MJC=__]Y>STM\_O#]^=?CP]>ZW%5Y<'EM'5+7N@6X[STXME M^*A82%6)LUA"8$.APR5H^N"'?H*=IZA4H89D,2]R5GS3RT>\@/SVE=_@]/2! M.5CQ-;?7?LH.4?*RUV%T&[O3*DGSLWW]]>3B^/#\R]$[H-ZG`>HS1N`0!STT M"(&KBA+:ZM/(CS/W-G='6R4^-GK3>F1H#O2>L:I*K@$9*DPN>Y4]U)UN@S"Y M3=MDQGZCT\W9;VO+GB7G^QK%WPY/PL,OV*HJ657PK+3%&IJ[NR7W=7:R'CMT M>WK?Z6[`#NL@[$D%GZ*DIZ4DLZOWG$TLM9I1TL:6W,+SV-.4^I(%"X/I&XC; M"QPAL@EKS.ULG[RQ;#,[\4[6VL&:3&%9NMEWMLT5]X-GGP)64=$NJ*CKZ)8Q M;!$5E85KT=);FWMF"[D6_AQ5N3R0Q9A]^4ZRL3M;F+:LTKQK7]_%`G[1P?#X MK\Q7%R.69GPKL&(25C/)7TKMTJA%=S3*)AGO*>/A<+R1[^85U^X$+\7_[?(J MV/?E/U/#RX5O\GG/S(RZ8N)(T=E&<'E(1K.B=M*"A4):P<19H6`F<%#UO MY%T*T2.@DW>7R!_@38"H"=$E=D?&$6M8`DB;I9%K*E>\>JZ8*RN5(=Y?AKC& M63Q).60>/:2>%W[_#^;&]\>:ZIOLFS_-.R[MY)3.\1C+REE%2ZD(\-JGLN=G M0I5K6/KM"PX_8;;I(TZKPZ[MV,4CQDFI>1-A1:IKGVJ3R$%-:7$_112?W### M20&\+]-%%.5-.115*@'ZU'$(ON[]ILUNPQYU-,,MHUUFN$;C\7Y^X3C=)2;Y M`PB?)9G'12*QXV4V*;N(,US_]>3]Q:\`$@NQL0)_;6&GR^S_#5=^0G9NKEN> MQW-V%U5;=JO9#V\8GY:#=XT_T&5NWK6>7\M.B@O$/*0"G*2"*BJH4@=I?G]0 M94UK:F7A7:?H#/ZL*M95Q?J:%T2>3Q!K]^70/5-WC`8%!10"9]Y@6L"'JIY] M>]*EB#>>J'CCIM1IV7K/W*0:5(F7FF!RT>7V+DK8L?VM&5SNW"JT-A>XZU?#*=)AQ4?J.;IB;5!LK M*[`NJ&RIM]D$N^\C2Y+7V(XX+X(M5[DJM5U+M6WVP`#<^D4+90`^/TH:Z'U[ MDT*8FA'2_F]#;L4DK.2<=>TS6S7_H"Z[/7X':XI@9Z";YM:=<'5E\EE1D:T[ MEEEK&E)EB#DFZE6XHLH051FB@L%3E6+N[B[TLRX3S(L\?\,)+S'#D;:\[WE, MLW/Y;`2ZK,MGSO(0Q?([N]0=?A+=R+FT^+AHF:PEUXREI2G9.-<:DUU7KD\3 M1@*F@JAXY=CV'_=%Y!-P7NE',$:<9"DC_DQGP$09)= M_H_Q`3[EB_8:#D8+Y(@??L.>KX8LB1PE1__DLZE*"\?LQF>WR/\X1&B"',KO M_X=AQ@?,T$2=X@_(]@@%'P=^X9^7JDR-NXPC,\V@\+D_G MCL`=\$-PZ(NA->=W2?X8%F`T?^&2I;>,SV(CB)@ MA9"%@F^`QSA$&>P.Q"D"&W=%\\?@8S[S;7;_4'L@` M^W&*5K#/)R\N'#U(5,]"-O;EJ++\N9D]TC@]>*%/37/`!&#`&M]PRG!Z[89D M(^23[JI/XM!(/%:2);@N9U'VW9WD$R[O\`EBQ"R]!CV,6]9+[,Q&UZ$_`I:= M`.B+"UWY*ZK'PU&?A>;':85+P:((=S'A`J!0(B5H]B7LKPS-'Z`\,'D,]-E< M[FR%-$:KBL@Q\W`L)XQ"OP28R!B2W%_`D*5)JP MBL.+\PC+;YWS#J*S6)%[-Z5%=2W,Z`Y9S^P[O7[/%F;)+?8EHWT!-KC)`O_B M3$N4TIM#P.9R'(\X`168H*X!&9^0$XLC@1G[)IVQ*;IPY%7R<;,(D\%DCK(TC<@(MBRJ.6 M<.>?C!HT*=CD,O)\N@M4LDTB>+E\<9I&<8-#_A09 M\-1:$&QV,1#9C7GHDPPG-*S\<(RE_HRFVM'$3#\A]X.O(0=KS\H&UP,?9,Q< ML!S1U),O#N%U7$&C<(DN;_P(YU3*/2R;ESQ%$Y9SE!!.9=K4CN2;N/#A$5E< M2\@7,<=:#E,'=D8S@@S-$0@(/\QP%PF/%$G'H\"1SP+T77Q,ZU79>\+#+L`M`N4"VA6QHN6MI@'F>8' MDXMX$8UVAG.)P^`&.'71-A(YV1LV'B:%T4Q/A2@FT5[3(IA2/!^ML,L6>EP(```C=+B`LMUJ;+N=%Z;Z\4U^8U'9:@M:E%#$Z=P-B,[?16`XQ'Q< M\)=8!D'.TVCTC<3(5SX57JA?>A1L8^T#NXRYO0-V%[`T3GOWD3]?6KKA.+IA M&+QI;81Q'(H#@98[27`G(%_)[U8/0WT#U]B=@6^!PDU$<=D\"MR0QM`.I<,'@NN/Y\1+B"HZKD%,TXDEH3$@OX/AYWN:[ MJZ+^9#EE53`,=@X:F`'8DT7H_+.;>.Y?XAN?Q)1E^@.(W3^B^)OXT_%W/L1< MUX2-_?F/\V/MTW\O2%R`H#`'!N#DKB!TOE6]POZ`8>!U/TF`NK'$2#A#.1"! M/*=2()7^OIAD=6P#PF>DV\8/.<86DWP.$@380"&A/RF/))@/U0>+,QR$S.G]6I#))((EU"F8&5SB?TMEC4$:<4'BB[ M$>E[<,BNQ=**5U?BU5LFU2**.S3,T`=".$=96D4WL<4LNHY&!'AS:-LZ*C07 M0R&PU"RO5!^I6F187T:9A*3X4N#>4OP.R\Q\RDL+W07&!+B\E'<2#CR)\'/A M]G8/W)\.K)]RU[VZ4SS@&;O":C7\\GM<8I(%5U2\1N1)A^3L6WIVXMZ1&KTL M8(6;II;5X7QL,8>?&Y8X8@GO1''%?.;V$C^B<"1X&`99LK*$D"D4L%+4OIS: M'[2017PFFI:#/M@?B,7<>J;P(H^8HY!9K)C*=0IW&H#?SP//8M0)-_"7&9:7 M#+\N]L47X1&:)4:Y7BG9\OZ7B2Z98V(GW%$"=(.QS!AC3@FK?,IYW9_X(+?1 MB':G?HK)?DY:)%"362N3VW#)*D8:!9QXXE@ZE?SM%`WS,2..D7FK8I%>L\*+^3V M-95K8)U''@:=7U_/1:8.]'V+9"'BU1P+H)='?CS*)D"P5%O"EUZ\&+ZQ``R0 MI&GS!$>^B0)\&(^F]]Q&&B&2;-`8)L MO@H9)7)*-1`E)W)1=R.TQ;LHGD9<7E9\I%*4&E^L(4=4N!FCZS.O+Z>3+D&X M<[]JXJ<%R.4^Q[+:BA,C38NO^M(B\A82.-"J!'QG+=\I:*>ZC>[?0VA*]>^U/M8TXK]YT.R#,-./&* M,`I76V#!)9P!P$_QX3^`+7ZBQ0#0J>9,U/*.@H]%%`N3CP`=3Q1,I#`^P M'P495[9(JD1=A]ET)EQ&RY(>N8&O`V+C.XU*%XM?#]RR0/U8O&4FY#>6+F8" M?TW&7#,@18RS(,\7>NPRG0W9Y0[BU+V3+#QS(!')943QMX4LX/29W,,%H*2^ MY3E\^=@KQ@.]_P_%[Q=/_+0OQZ88[K1.!4 M)%C$7TIQ\)3L-+-CP9N"+*$T8^X3(A-DX=3UO8*\E+VZW%Y=&DT5S`2>K\99 MIZ!K3\2CI>S5N79<%GPMAW27V)&T M7Z61X584TR5=)KCV+TEWTG+B,9[XE($5?\Q]2G$_*/?PY9G*K(#9T"LN+DA( MD8T[QI(,7NW!;08N.U<1G/ABCR6CV+]$S_@RNEENVI&AC*B1&\?\+O<7&9O2J[BCF"<15PFEYD*5)X7I^(`Z/_(J8DJ^$*M1@/FX?YK'QN$E MD\+HC6+B]0,P4=BTY&F(M7[BIJ\TB!U@[SP!+LK!^]TWVE&61GSFX;E,4W^@ M'/1[RC#C-0M*EB?(XD0TK!^JQK8S^G+I5@$2[C!18'^ MKCX-&"\=%(Y<-"16F* M2T6Z8*Q2DF[B_H\7_%7"Y*!W69B_"*Q$JH<67ZGL2?')8CXY(EU:`545WV"V MBD1V3GU$NM4:*E&Q+HJQN'%)0BV1=IGT@`7>>1W5(MJ69-?1/LC!)EK(KJ+4 MEZ5F16SQDPO$KMFR9F"1!;/2.(^B$4+1!Z%T MC[UTC;UZB_U?K[+D\,IUIZ_/@>Z(O\/T*`\2?(G`K05#^P(\Q+43$)X/H$5'R<4=3W*/1^9=X5/'^$9$"F.JA?3/ID,]:'O-U^?3BV-M4+XL]_'DZ.W)QY.+/^`M9]KQ__<;_'CX\>3S?X_? M:Q]./A]]?G=R]%$[^0R6U6^?X!CGJI;KP?N+7D36*EX@')C.PJN)!9NF*PI+"EZ(K$7>J_@*4I=S;X$C[A&0D;*+< M%B-S==8'RH.O&`.._6_2>RZG63A2Y+XH2D,D*G2AH!!=Q(0]D8ZO3((_X*XO M40,/18NX=%&84.JR(>/)Y"W)[?/DAO:RVQ_J0],HS:X?NWY-#3G5Z7>^D8Q#E$_8.^)`C7Z59B M<#+95/J"[>#'?[,XRN.F=+UXM7QTEARM]=Z=*#@.47,_(K^@0PSO)Y_@6^ M[K$B%\,EDPAKX=O$&SK:1V"56W*W\4I/OD>>^>,51,1VXEDZCV`]@W^!'T-? M&A$@5Y6-=*%^5AIRA2:.R'.:,L](ML"#6C_OS5)%C!LD MT6K8F8-^3I>!/Q;QBQ*=Z14_4WZ&Z1Z\WE,A.GTAB5/CI644>*0EA:M3=@+# M&>!P`N*M!H0P-7`S$S?V`W"\,ZX!2DN05'_9<0S*0W0LJU1*+)8O%?&53CQ; M/"Q>2A&<@C87X$YFWW/,Y-0'\O[>O8KU$E!5KE?I5#$C%:3*GU!!;B$)9D]3 MQ*E0ZPB]04`$(1)@R\L2%48SAQ$;S).1,NLJSR77M:O+EA"9,_%,9)X"3SS& M+V%$%=WDVX/J9VG**Z]%-%=IL7V,V/5#4(!YWX^J6.3"L"Q6T^LXRJZN.4%P M692(,;N)&K+[\)#='8"H%B^L8P_6M@T/7@KVIQNIB$'#PR7=DL\+I;IB8]-& M3%IYS#C/-0\#AOV*+VG9>)7M$^%QQ8)2=+@>'?9[#9K8M*>ILO=37\FY:A/Q M/>40+73B*,+;/E+=8+JB,K]&R7K#$*5>]DR-)9-HEHJTOE;^E,Y M0H4:7^$W+^-7M`"VV&<5`5Y#<[#YD#\BY5<&_"^D!S^B'E3@WS7XBV>8K, MPE]C\7="WZU`9IWRNC6N-#;T[,&N`2H7)+6#2K$,@1&%R M4_=957JT`(L'IN[4`I-*26XA66"I9$$+$*EN5;4"C7U3<:-"HT)C/=#8YD#D MTNK(F1OI]+VY&^EK1REI#Z&]VX5O)(D1'/RYN;#!M5 M9*3(B%YJV\KO5V2DR$B141W(:"LYGYI1TU,6IUOK3WO/+M,HY1-;5))R?6/> ML'3+:-#8=X7*%5ZU[DL57FN,5U,W^J;J>M(.9"HF57A5>%5X57A5>%5X57A5 M>%5X57A5>&TI7I]7\?OCBMLW:KUABU%IJ][?4G1:?97EZ([J/]X&3"I-HO"J M\-HY46H/$`3*%^'?H`J,8SX6A>E%T&[.%\TN+&Q$L.>+%&0^+5=K9/5EFV MF;5XY>4N=K!FJ^.AH3O#K6>)[@?//N6MHJ(=4-&!W1OJO>[61^#L@HRV%-Y0 M=+0#.MI&5V*CLRN/NPJXT@1T4;&$7B@NKG]2=S* M.'I>=&3V>KK1V_KP9"6-GA45'=@@BQJATI0LJB\5F>#OF_U-NFDI6:2HR'3Z MNC/8>DV,HJ+G146F[@S;)(K*.9Y7J0M;*'ZM/".7Q1/BU^"]L:/2=P\"]B[+T]=C_SKPW+X#T@@#!X8=7]!S^/G4]3_R>KQ_G M/WGRIU?E'^/B1[GC?[W*DL,KUYV^?L]B_\9-_1MV$B9IG$V`WI.CT/N5>5?P MHJ,1_,E/?9:\]Y-1$"59S"[8]_1M$(V^_?N?__CG/S3M7_E:^5=.Q^?7;LS> MN@GSWD63*0L3>$<4'N'%I2M&+WE[5WSGBWN'GQW=NK&7+Z^-HA#[-YVQ\<\O MOACFG_"/99CV161:?]K\YQ>:[_W\XH,+V_3@@X']XM\"JQ+,GX[.?CGY3$DR M^/?[&^W#Z6=QX4J[\"P8=A M%,[F]BS:<^D0LYF^+OY=?G1V\LNO,B%8G/.5:3UTV&*)B],OM+L7FAOX5^'/ M+Y"M5_U'],<.$?!9@*4!34]@I7P]\NKIGF MA],L3;0TTE+X[2T*Y\/ST744P*J3R&.!YF4Q,"I`Q!C"=^(HN[K6D#6T6Q8S MS4VT<10$T6WR6N&OC#^NV%\\(/PW!U$M7J@5BFCI3>(U4$EO_/WH[.0(<1%& M\<0-)$%?_/'QN/ALIDZAA/-#TR&)G"["?N6C6>SGS/4`ZF=I=8DM(+[X]9B_ M1NY\GG`>T,=+P5Z/T2SG*:K4:>R/V(H&62,NMJ]JY6YPF([=H'G3]6ZY>?R= MQ2,_88H.'T.'_5Z#FJ37<#K5\?\J>)1W'T.Z8&R?M(\5] MR41!E3=1`$YRX*=WBC8?=RJG^T/[J/()!>11DF03H$3XU?=8Z&FQFRI!^;C8 M9U'BWD*:W(^D//.3;X?CF&%4!.B+):DBT$TTN6G_@($EJS/L-Y1&6Q*#WV[< M?#8L?SZZ9EX6X.(8`[B.`H!"],"0W2S[;"NG2PC*BJ\*N.PF;8Z`\`O7LAVZ@W;A!1DP#NW'#,(./KEP_ MU`Z`Q9*?X",/N^1IT9C`J+;F.;D/MD@71[>L*ZN8(Y%FC\:F"V0^R MK8JD/VTD?;#/0/I*EM;'D\_'A[_.;.)1)[@$3?GB`8-H[[4B#]Q2WC(TP"1` MU`%V[/GS+)+H_"U](:A/0C_U^5W3R_@5+?`[R%]VOZ15D-\<\D>D".]"5:%/QW3/R6(OXZ$K^EX/\$Q&\KXJ\C\=NKP[_>";G_N.!4QG>:J?/R M8]>+IAA*K2%)/6EAUWJ9XFY_J`]7GM52@PR[O:J[" M(2TZZ!NZU:\#"A4&'XG!WD#O]^LP9%5A\'$8W'0LEL+?GO7@`*S/81TL&:4& M'RM$AWI_HZ:CB@?WS(.6J0^<.F!0\>"CVR:8>L]1ADR#,6@8NN&HX>(-QN"F MK4MJ6KG_A+=)'AQ3W.-CBHU5P=P(TGS"*R9F;PBJOML<(E6H7/8JG(NY46]M MAM=05EP;4*GW#*4H6X#(@Z[>&]3!+F]I=.,)4=G3 MK:$2K@J1"I%U0>16QO(I;"IL*FPJ;`:K!R7W4[WX8'QRJ.*3&Y&L/=3[7648 MM`"3!_V-9M$KGZLNB.P:>G=@U@"5"I-;P*19AT"(PN2F[K.J]&@!%@],W:D% M)I62W$*RP%+)@A8@4MVJ:@4:^Z;B1H5&A<9ZH+'-@T_$8VO<[E_MSRPSD[6M"`MO3?<)&*V#L+V/SRS'I2T`I#J ML),U@P/;GTZOR.A9"B1CH[BOHB0ED')*VNAFDZ(D14GT4DL92(J*-J:B@_Y& ML=JGHJ/UH_**D)Z6D/H;W;A6\DB1$<_+FYM,BU5DI,B(7FK;RN]79*3(2)%1 M'M6Z M+U5XK3%>3=WHFZKK23N0J9A4X57A5>%5X57A5>%5X57A5>%5X57AM:5X?5[% M[X\K;M^H]88M1J6M>G]+T6GU59:C.ZK_>!LPJ32)PJO":W/P"I+74!<=VX!) MQU;M55J`Q@,PA?IUZ`.@&G-LBLJ>;JY\Y57Q9(T1:>M]0W4A:P$B+;UKU*$S MH$*D0J1"9.E5K8Q0UK1/L)ACIH*5C[4&3-VVZ]`Z3PD?%=12>%5X?39XM0V] MWZU#;$1A% M1H7&>J"QS8'*AO01'JX9N*QQVX56=NVT3=TQ>ANP1\U:+BA*VA--("46M5LN)6T MY'3U?E]))45)F^LWW=YH-KE=UBU64I"A)45)=*&DK.:*:4=,V MB]T7'LV&HWE1=AFPA_-)BQL3+SG@Q1H-B5?;V3Y99=EFUN*5E[O8P9JMCH>& M[@RWGB6Z'SS[E+>*BG9`10=V;ZCWNEL?@;,+,MI2>$/1T0[H:!M=G94\4G1D MZF;7T:V-JMH5'2DZ,KOZL*N,(T5$&QE'X('JYO8G<2OCZ'G1D=GKZ49OZ\.3 ME31Z5E1T8(,L:H1*4[*HOE1D@K]O]C?IIJ5DD:(BT^GKSF#K-3&*BIX7%9FZ M,VR3*"KG>%ZE+FRA^+7RC%P63XA?@_?&'HM_?F&\R,_K>^GU:],P?GBCT7<. M`_?HY3)NT:G\1FB/KE@ MW].W`7SSW__\QS__H6G_FE_H/1NS.&;>A?O]*$E8FAR%WD??O?0#/_59C3R<<_7L\L]8;^=G[R_X[%!2Z9@Y/T:F,2 MCDCTXNSH\_F'TS/X,(S"V02>17LN'6(VG=?%O\N/SDY^^55F_8ISOC*MAPY; M+'%Q^H5V]T)S`_\J_/D%\DY.41525F"18!D#I4I0E(^O_3BS_(_ZCPDN_*,` M4P&*@MI>X6K;7OGBF@$_3:8`2KP>&(TU3_"BYH?P!P:"YCNLYZ;:>S9BDTL6 M:[:I:\ADFAMZF[KBE8DK7!+X<4#VF0+(.+/H2:[ M7O/EVZ*SG1%P9>$MP6L1C+1",2^]6;T&)=(;?S\Z.SE"4@JC>.(&\H`7?WP\ M+CZ;J=LHD>RAZ9#R2A<1;^6C6>+-@?T`Y<[2T1+;2'SQZS%_C=SY/-T_8)\L M!7NI3.:>B^T?3SX?'_XZLXG2$08KG^`2;)H7"\VY_5SB7Z>L2NYER]``+8&H M`^S8<^O=.E3:^!D:^1E;^Z_+I:D@G M#6J=H=HQ*KS6"*\UG#/WF:7:Z93%;@K&AO8Q2I(V4>:JD;L-&I"`JACJAJ%: MA#87AY9N&0W#XDTO6;QXPQ2=9=DU[>2-F6"FMTC492T+TKJV^VB MI!H:;G352)OW'MND^I^RS[MNFX-FV0`*F?<8=`.K6=JIIP5,>V+F+8A9VM&3+OI7[S.A?.UI"^&[W(; M\(17)EQ@9<(F'*,J^'90P;>[1@VJ%%014M,)JGFU9\]5?W9P#+'G`ZT2S=`3RM96%JHJ@GO+>C+?](*4:(*V'94P%:R MJ%>**.VJ8JT)\;7F5F&IFC95T\:W^\$/_03L%NTJBCQ54+)>$K:G#\Q-VM6J M+,1^$3@T=<-H$`)KF-L\,]10SA9@TA[J3K=! MF&QL*O-K%'\[/`D/O\01>-4;A=!5TFEG2:=N3^\[FXR-KEG&25'2OBC)[.H] MIT63(1J6NU3-LNN87C(M2S>W/WA')2F?%Q5A:UI#-:QI1H;R_M3B7$K2OPK] ML3]RP_1H-(JR$*^.?0&--\)LY@,)R>Y%9/3^M`WZ>38AV=])0O+:VDIF9U[W M/3ZKA8'A1Z:V')D4_'QZ<:R96E$.H)W_]@FV](=V^D$[AS.>?`#J_WRA';U[ M!]K_`E;0OIQ^/'EW+3=)&$_NVD6,^P+(RY/1F%"?5_>1<@. M&>9EJW^=!?FSSLGF:?*W?O0^=OU0^\0\D"B!CD5L'>T@O6:"L@>69;QY%TVF M;GB7?V*^^4F[=1/JQ1-/(P`Q\[0L!#&KX9.!>TL]>_#G\Q3^B+]\\L.0)6!S MPE,``L/J:,?C,0/9<\.TH^PJ2U*MQSOXZ/2D>*DVNG;#*VS\DR9:Z&+KGT@[ M_W87^"&3V^:[_I+%"6`^Q2^XH79T%3,V`7%*A/$E@(]P&RR^@FUZM&66;R#/ M!)D+]S#!ISSMUD^O:34_Q'?`4W!4S/Y+,&`)-GT)'TYPLWS'UV[*`09GN+V. M@N#N,+H-8<4DNTQ\SW?C.YT_F&2CZV+==Z5UX7%:-8MO_!N\+5Q^J8`V[3/N M:!>EO5_#@QZ[84$TA1<"%%AXX\=1B*!Q82>PSS$L>Y>D;**-(X["$>P108/O MA?-Z?C*-$@`TO,*Y9"P$ M>+*IB[6W;I)D$WR@C));'Y`PXAJ!*G1&D:4=2#FU\('R\"-*1L;S_@8#E?R9VG:`_ M46%:A!QL@6J829SX"%4*"B*]4R2[F&3/?901^)\IB4O`VG\R4$VV08JD M6Y4R2#)$`4"R4Y`&WWU,M($0?CG43:.+Q?RH'QFUK=0Y"A.4E8"1EY9N.`Y] MA1#F`OG[-ZA>I^`ZSYZ`1]B665.G7'U(E^7\+[>H9\ MI\>`"@4]A5<=6*=B`WQR0_>*7E(B\D1[[R>C+$FDHC@*W>`N\4GR?LAI$W;B M^;DR.2.B2V:LMY(A_=&'XWO(`F32N5,?[UK"8R#+1RPIF2'S1+F[!F[*2%_3 M2#]C&,/1"B<5[!HR0T@,*8-\D30!`^63>U<2'`43E>`(1G7HN3&87F\C^#_M MH,2G'X[.WU8,=1]4(_#]T?EOM.PA&CX(<)_CZ(:A?B&!@LY3#&HJX:;H.]`8 MH`QBCBKZ.C'D*&9D/;M:"`=-HZD_0OE!NX67+][HN\BCH`5)@?)^C\[?E;<+ M(*,%>T:/:SA\1R*60?OIQO<8J5U8/^!=0F-VS4*2DK$X#JCOZ"KD(F<<@PE^ M&\7?R+@%BQ<,X)1*O[FEEH$,`GD,OX9@\05W_"O?_81.\%OGO*/]': M5R"GT$84DAH#1/"3!X"+[PZ3*1OAF?-O\0.!VXC\Y+`DP"*^`VB?:T*_J_ MF+`/5KHPF'#5!0:1\`7<40RFG$2/1#]Y'#'J6W126'B-B"*'9P26'WHN?$-` M0Z''[2=TS`K/D8@J##-X(QBC44Q4`R3EX[DNV16XO?B).\;]%FZF0]9!KTHX M6'(SR1]&)B2^(A14EP;GF=/J=!I(K@)0H=D'7YCX*3!H1_O*:+,C'E:$K[,; M?E-8&,H^0&^4=J03$9O+),]28[J MQG-K^C"-#C%4@T$'K`3F7^"ZID2-Z.;GEJ2NC=SD6AOC70PNX99\E)!B7.+_LV`JF9SQ&0@]4B2Z/^LP>`##KP53$%R9*PK" M\>O'*O!Q+]=JH$B`'<<^<95?0,\EZ)%(1YGIQV2!HK<*'!QSN4EQBZ/S=YKM M&&4EFFO<`AME(WK1-W\!QY1L/^1#:INIEYZXO68AM\)NN`4:BSPE*:21'X^R M"?JP(_H`DY0I3Q>-W#BFS(9PL%'2HR2YY($%6!+/W=%.@=WG#U_5)$D4H`7* MO?)$B(E+M+])N<2NQS`E)7)OL`.R]8\?WC$)KD=L6Z8<=!"#*6T6OX.V/3+PR@0E,B#R'Q]1!4['N1 M^2%;!Q[%,X(IEM#Q*RA=L`@LP)B7W'MB1/K,OL"[$\07^./JDGII=3BRC")A M7$B-I*6TWT'`/AC*FT,ZX@_(V5<28]V*0*Y M>2F_H2&]:%GJ!_[?C)#+K66TT+>I/28+2;#,JD M61SB8"2RU?T)FP4I`BA)`("Y49D,=`0NO0$D)!`IAKH$,#:.)/]*\Z#8D#([=G-!_"TE^4BE- MPAD)[$4P! M%@>)080^!7;&$\);"A,5C==8)I++DEL40'#1)=0#9J[)[*4LO;#&Y;NI:,/U M`XP/`N5R=LRF)WUG%P)]2IF^-3=]2[D>6I!*2CR7O*.MW6=V+,#-RQV%A MW)US-T97,.+*Z]'*#JS(*B7:%=BG,95W<7[B"9@Y:8(O.@)1`?Q59$$*=<2K MFKZQ>V1?*;)3BB$BLY.E2&^0UBL\&A2=EV1EF0P0H\BD>I26+-E3U26*:9PQF1@1L(T+M4[54J% M>"5G&M')OC,0($76N9JQ$-6G(H=-[R"<%$EJ;NI.?/$=C!A@$R[!X_`._/0* M7111YRJK-E&(5%Y6V6)9EJ+ZNJ-,?)0[5,5^1CFUY%O)26>A?%$2H<82X?S: MGTXIO`$8^Q7^$\`OBO$7,GX95-<"5#*XH(&>#D2E1L&K,0\2Q1YW`01[=+0E M2U$HJ_*0R,_@7U!>\YJ1!"EJ-A=<304KGJLQSQUY5)V:*$Y;PFDE`)680N@3 MXB2P]C%^@/9IZ;NY17O+X/LO3=UR#%[OV]?[0UOZ`>EUS'AD-?&_:Q/`RG6R M*.$O36E8BQ8,(QY\G7W;>LO:BC=KS)MG8""[\>A:S%+/"WX4HRYBU`JTRN51 M!==R_4B*L7R)I,S"2U>9Y6<;.'K@<(ZVND.]9_<>Q=,O^XYN]<3/IFWK3M>D M])KBTZ;PZ<[0(>O"SXIB9\7[RR)WI2N$O#@[MW$7I:?I5NSQNXK?>9ZZXW&Y M9UE\EH@)RE0YE%*'^-]2>;2 M70*&)6WB'CD6Q,M8-19'ESS[_UXN7$V5@O;@56'B55HV!2H0]4@)>%/2!4HIGDQW M33&]#7OW;S`&PB\8>E1_Q\-?>4*3W"CID%5J_.@2@4L5P,LC)WG!/G^4WWVX MX]'A?&=PF@^G;_/;VS)&6[ZOJ7-3$]00TQ?<=J`#%^N%H.,PM>TF/*KC%YQ7 MOJ8A8CE4K<5#4'*)XIYZY9YN%M)%3%2Y6`&25+^?WSP&%S3+&5%F`DAMZH*U/LH"-Y9+=[3?\NOZ*Z"3TZL\B\`1OW#`BS\I%4FE.6&"M\I% M;#4N9_-FZ!*#=)A:X!4><"BLF..!N^@2.+9RL5V>2%RA$;]5MDP=1*%'#8/GA;$UN$=)G-OB=TQQ8(GO;R;P1?MF2I'\`*R'P-(!&_Q&E!1 MUBU3H5@E@_C/$Z;SU$978$KU+7]A)P.>\EA$<477G!+I%1]B>0Z5YB`DN'_( M<8=4HN/=J5'U]OIE=I+"6[R:MO%:*@)E_S=?":IE=ZMR`'$[.G5+8@I8D-]PYODA65TF&BK1AZ5K',BU MP(]QDA[ZL!7^$[9>`>GA4XL@-=]IVWR[.8!>E.OT=_.*-_PY[%-YO6AZE5:T ME*S-I"I`_S.85#736_/^-JI8+)I-RKRRZX:R,P.&FKO3:@/K!0=XNE%A^Q]- M4?/1595TSHI'4N#;?([:JDW>_\]HQ-AXK`9^U7U>U&"`V=057U.#\2X*@3-O M:-K$-C7PJY5CHBQ0QL;P_K&1M:)#AA+C6C:>$23W3/T7F\3*Z-N(YH4%:EQ<4\WZ*NEN6"P MB;&Y!N^F>OQ7YJM[%TLSCA58,0FKF0PQY7\#[`GECD;9)!-]:=DT9B/?S:LW MW0G>^/_;Y56N[\M_YKVS%[V)JG,GTXS&'^7]A9(T=I&)#ZG(532&6M`M*4O8 M.`LTK/1-BH8^LK6L:(#0R5MGY`_P#D?48>D2Q^#`[T5K=3]1J6J5JB:QKU+5 M*E6M$L!MS6#^P=SX_M!9+5.5[[B^%"T\HO$8[S*PBIVC`M9KG\HNO4ST,C5* M&^AOX!\T+;:R?9+]R-R$X?P`;'(3@R%7S"]2I+KVJ1J4:J^E`/WDAAG.$A3= MRJ(H;U6CB%')S0?#)LH!S`U?!99[+K-7+L[X(8[LD%=N/]"=9M[,GM].3HI[ MM#SR`")I%[&')W"ME3NMW&E5^:T<__HZ_K+R&S\JE2VK(O!G7@3^?"(KNZ\I M-JV>;MF;E*RH8L[]8K!GZH[1PEB#BGO5)=2P;GFX/N@K@=(.3/96MK9J@,FF M58=O$N!4E;U/6]D[[.O68).[5S6K[%64M"]*&@SUH6&TAY)V;L]9:]MSZ]2! M*Z4_H_2[?=T>;G(;1MEO-4&EV7=TPQPV!Y5-,^`^LB1YC?59>)4>O:Y_9JO%_=7/K\3M8 MTZ(TNGK/V;K$5??_GA45F`.H6`/3`-:-[7KZ[-N@* M[PKT>P7];SB")&8X<):W$H]ILBV?8T"W3?E$6.[Z+K]T2@W7)]&-G!J+CXN6 MPUIRS5A:FF&-4Z@R;@O/2J"DP MHQS.1U,*DOPA-^9-_)/L\G^,SZ@I7PS7<#I7(*?8\!OA?#7D0!J!*:;;Y+.2 M2@O'[,9GM\CN."=G@@S)[ZN'8<;GLM#0F.(/R.4(!1\'4.&?ES(OS:["<56I MC^.%JK,7;N,(K+YH/"Z/RH[`SO1#\!2+@2_G=TG*)A(\`+>79M?0G<$`SZ5& M`=9<+IR$HVC"^"Q[)2,>&M4G9WN(F54$.C[8?<'$/ARQU^\:\N*!8^+(A@+: MVD%IU)'X;FG4T4]RUI;X$XZ-&S,:WP9OS`4$L'[@\V%PLOXO+'2E!$^R46.UL;7X`)T26/9^^#W$&P.(53@2;(QBGDKVLB- MXSL`UZT;>XEH=P$6!ED?^`9XC(./P>Y`=B)D<5]TWX*CIJ/]/C]R13R;H(_(NQ^3%`P9]A1TXSL^-@J$,5L(<#&910Z= M*>^!)FS<`5)[Z%2`VE+_,I9821G.+Y M0"\<,D?#-^`MI0#E[H4T<7 MT/<,6.,;"VA\84@&03ZYK?HD3BS$8R59@NMR%F7?W4D^7O$.GR!&S-)K4+JX M9;W$SFQT'?HC8-D)@+ZX1I6_HGH\G#-9J'FJB!PS#\A]A\7_!/0IQ:5TR?95((%07M(/[_F%W7HB?2: M(`G?P]_$O/'R#+FQ'V!@!`]^F`\/142\N]".<*"C:&7U.>K@9Z]^.\,0)J,`$=0W(^(0\5IQ'R]@WZ7E-T5\C M%Y*/;PWI_FW(IUKZDRP`5Y=%68)*"[2-"]L'K6%V!QK9M#%I&-`+0>;)EF2_ MA30']1RE%JH?0@+_(VB\DOF*4:.8BSPW*,_K%'MS2_C!4:_,Q:M&2Q0%H/219?D5$Q M#C+?0^(&7!1#$;6$>_IDU*!)P2:7D>?3]8Z2;1+!R^6+TS2*0U:]%8ZVU@0> M\MQ\*K#+N^_QI\B`I[YW8+.+`;]NS,.:9#BA8>6'8ZSS9C27C09,^@FY'WP- M.=5Y5C:X'O@@8^:"Y8BFGGQQ"*_C"AJ%2W1YXTP,YH19&B.(ISGGN$N$AX6DHY'@2.?!>B[ M^'B]O,K>$^8F5`;/1V''GO3HV(T[RKB;QE$LYTRZ(^G0)0RGXGDQ[`+0+E`N MH%F9QEG:8AY1FI^*+8)#-*H8SB4.@QO@U$7;2.2D:MAXF!1&,ST5HG`@E:$3@7A991A[%TBCO2[(/ MH^*PJU'&W1[M2Q:/@*^9=G05,ZYAEK[CA%J)`&/>^_R2+5`TSN66AY]FPK;P MY9(/OG3QLKHVS>($YZVC6.$"C")M(+T\D430R+8#LHP7#D3]&)Y+.5,,PU]V!^L`+//L.:R,_!] M5[X*(M;E\8GRQ@3^9"BDV`A\&Y7IP]MX1ZNAC:V=TS-+T"4D[2*-BY8#FK-I M-/H&\`=S&XRD4'SO'QXJ7:E5(+(C@4N2&Q9,\OE*!$T^\'/B$ MRELWCMV5*/@K_^:2PV,L$]2>CYD=V,]?&69=P'/`6(-NV#W=&=IHQOB"B@7T M87_E0ZZ^C?M0P0\H5>0-1K9RL,Q`HO*17%HFHI=3`']P-=[3\K\5,F`Q$$4* M[0K$PA4RXE0*"N`C1"W8$B\=P]`-P]`.@,_`;(NC[]0M&<6@U;%^*'B/.!>M M`/*2?EJ9SCG7('02[10#U_(ZXOQVE1>SHEXJ2U0W2*(M*9?ST_\^7J_@PU_` M/P'#$0[W\>,[Y!K-':-OB\17E6:5I$]Y`_74,30G8-B['W0/JQ?YK2UK%EQV M#:52%I"KB7NY[_4D/3[U:"'?-?JZ;0XV$?&E]S]6NA<'E[_-RO2%L%\NSJLL M]GBQ;6Y=;!<'41)[4XE]SBHP_I2'CBI&W'M`2I8DTS&Q/ZD1#(4IIXH/W^5Y#O&TZ98W4GE M#11K8T!"!?M':,TK#*%U<(R,*:D1B M!@V0`+YXQ4),")!R'+%I6H1.*QD)Y-PC3("/W(I=]*OLTK8K.`R3-< M874MS^,+95]8@#1$YSLH'XPPH]+UN:0HO^3\^%WE';PB:#GH9,G@O>`5A;D4 M=7:]_V6\>VI>E8A@@MWRG!'&=K.81SY'HS@#@UC86[J$5C0%,X-+N"*,SPL" M*_4N0`D)6LACUX^I?&&Q]UUL6=89Z*5"8P(DU2*4JH.Q,A'W[R;7VAAGR^39 M!PD'^+(?>:N!)[F.,I!)O-"&:`(`\[\LY`'[+\G?'&)Y4^,UV`G M&94UB5!W"82\:J4,'$#>'64]+A$^'F48;O(7R4=Y>#POG)%P%H6;F)N/WP1J/O'`;N792EK\=X6?#-2BU::?TX M_VFV06OI`D_U_LZ_7F7)X97K3E^?@RRC<45A>I3+C"]1X(^`82_8]_1M`$;Q MO__YCW_^0]/^E3\UNF8>,/WI^(1RH5%\]PYKU/#!8/#BWS.ZI23E>=O=0H3?+[VU%TI5 MS=1E"VS)JPV\:D^-J%(CJG))I7IJJY[:Q3Y43VW54WMO/;55(VW52/O-!_"U MZ#[!503^3`VIH<9MEP<#W1HTJ.VR0N#,&YR>/C`WZ4K2M.X\VY#5HF/)VVR;.C&T&H.'2I4+FU1,]![QOUF0*TPV;1VBU^C^-OA27CX)8XP M$OPXBU)UQ=M]?T5KL$G_V)IUQ5.4M#=*ZNE]9Y/Y`S6CI/WW5UQ+W*[315OU MP7O\#M9C"KMGZ+W>)E9&W?K@*2K:0S=%K)+L;Q*^J!L5K=I-L4'YXQ4SP;,9 M9'G-^TN`F>?0.Y:3\3;*'0_KFCM^J'7C+`&HK*L"BYH+K>9"JQRVRF&K''83 MD[!J+K1*9ZNYT&HNM,+@?6]04W.AU5QHAV5?;YX30K!N*]12ET>#ZZCK#%&A\K(N8R M6(8QA._$479US[=-H<''U(JL>9B. MT4.Q^++C;&))U=0O?=(BM./O+![YL@6T(L,UR=#D9&A;JG)I,RH4/34#?]PJ M(GS*Y(_5,9`:>QV'#U)M'T4^L604-'D381]CG""G*/-QIW*&/[2/&)]0/!XE M28;3#>%7'#+MT4AW18P;G'*]<-7!T"P"9_#P>@V&9^57GR=VKLGU]%M MJ%VR(+IM:DCX"5ZAHLYS4>>^"CH_)NBL=JIVJG:J=JIVJG:J=OI\=KJT/4NS MCZ5VJG:J=JIVJG:J=JIV^GQVJKK-/?(BUAYZI.&/<_/`\R`>??TD]%.?WRR7 M'=1^=X.,)^[D].\5H:$@OP[DCRAB7P;\+ZX?EG\_^(AQ?(6)76.""%YSTS+L M3>N5;;X25R$5]'<(?:J?-[\*X7 M3=?H6]:(,O3=MU_O]H?Z<*.^)*I?XGXQ>&`/#=WNU6%$_$\*AX_#X:!OZ%:_ M#BA4&'PD!GL#O=^W%`8;BT&<0Z+Z!C<7?P>#@6X-ZV#)*#7X6"$ZU/NJ=W># M$7A@F?K`J0,&%0\^5@V:IMYSE"'38`P:AFXX]P]&5!BL-0;!%ATV:/"!0N`\ M`KL]A<`&(]"N@R/1W,Y%LI>%YB=)QCR<1O]7YL9`3O@EF8M@H0=_Z[VRC5<8 MPF\3B3[EG)S>$(SN!@TZ5*A<]BK+T`?=OL)D\S%I=H>Z82A4M@*5?;UK*'^J M#:C4>X92E"U`Y$%7[PWJX&"U-,[XA*CLZ=90"5>%2(7(NB"RZ)2KL*FPJ;"I ML*FPJ;"IL-E&;-:RM'^=[,%090\V(EI[J/>[RFQO`28/-IL+KR(B=4%DU]"[ M`[,&J%28W`(FS3J$*14F-PUNJ8K(%F#QP-2=6F!2*-6 MH+%O*FY4:%1HK`<:FQB*5-A4V%38K"*3*BEW9-1Y&1(J--R7:93RD<"JA&+]^()AZ9:QB7.HJF%J@LK2 MJ]9]J<)KC?%JZD;?5-T,VX%,Q:0*KPJO"J\*KPJO"J\*KPJO"J\*KPJO+<5K MHZ[F*&PJ;"ILUA.;#9_,8_.K<2LW:%`D6WV5Y>B.&L37!DPJ@T_A5>&U.7@% MR6NH3B9MP*1CJ_Z)+4#C`9A"_3HT^E*=]S9%94\W5VZ6H7BRQHBT];ZAV@RW M`)&6WC7JT/I;(5(A4B&R]*I&!2L5-A4V%3;KB%5X779X-7V]#[W3I$+A4F-TTE#)4";0$:#WJZ:=4!DRJ5L'DJ M0LJIBAI7Y2TY3B[HBM%5XJN%%WMC*XL0Q\,U;@H14F; MCXLR])Z:B*`H:0N#?KI='3;2`%)JU:R?5M*2T]7[?265%"5MKM]TVU9S[!0A M;2Z2;+VKAK4H2E*4I"BI+I2TE721HB9%38J:%#4I:GJ*&W,+3V3#B;PHNPS8 MP]GNQ7.!EISK8HUY0*OM;)\*3HR=;/KZ-9&]^$4'2DZ M,KOZL*N,(T5$&QE'X'CJIMD(G::,H_K2D=GKZ49ODUN(2AHI*CJP018U0J4I M651?*C+!WS?[FW3)5;)(49'I]'5GL/4R/45%SXN*3-T9*E&DB&A#(NKV%!$I M(MJ(B.PVZ;)RAOE5ZL(6BE\KS\AE\83X-7AO[+'XYQ?&B_R\OI=>OS8-XX_3UW/$[_GZ\?Y3Y[\Z57YQ[CX M4>[X7Z^RY/#*=:>OST?7S,L"=CH^3Z/1M^LH@&TFQW]E?GKW.4J9O)!]&I\A MWI,+]CU]&\`W__W/?_SS'YKVKWRA:S=F;]V$>>^BR92%B9OZ47B$3U^Q";#0 MV[OB*U_<._SHZ-:-O=,I?C$YS=(D=4,\W>=LM/V_S3,@SG3]HL?_(3PV]G">[BD_N_*+ZXF[+D=/R>7:9'H<>/RG M/DN.OOO)"\WW?G[QP1VEO@?K#:T76A;Z_$T);A*^X;&1/W&#Y.<7)Y\_O/@W M6/9.KP2V;9]VO^`46"Z#\CQU4WH1!R#N(@KAUX4`M!\&('S+,9H)P*\,29]Y M1SL`SDWI<;B"06695K^M'#W8*D&"C[`*/(>FV>^V M%J";D:1IF`^#T#$'7<6T%8;6EHER!1?'M'H]V^FUU&F$_]^4*E?PE\/_)O2N[TR MP(W=.+/-`OB6HUOFJHDMHV/M1I$V#?R;TONJB2VCTU7R?>N1,[.W.KTK^;Z% M.)O97YW>APK@VX[*F8.5P6\J\&\AAF<.5Z=W9<]L/>!GK>JO`KWO)ES5-/!O M2._6JOXJ*-3=9%*:!?`MQQ*M5?U5HV,H^;Z%P*.UJK\*`J;Y]/X+U1^?A%]8 M[$?>+W&4)%7@&N:?!@]\742[BD%:*V06+7O8W6))T()SUP6TF]+O"CG&OCG8 MIK-?*V#V2\#<JK,60W)=-5LHX#QV@KSP]*P-QRR,]:*?W8 MM:WA\P#NII2Z0B;2,?J.M%3=@6W;+=59,\#=E%97J=L<6/"_[A9#`K6"IU6"YY9#7/8*;M70 M,;O6H*4^ZPQP-R76%3PKT^P-!N8VJP]K!4^[!$][R\2ZBG/5'PYZIK/%]'*- MH;LIM:[@75E.WQ[VMGDC(N'9W5/6Y/9C4'1T;DGUW]:S: M8)TJH38C8(>1W>Z.JD*?#SHVY8?5LVZVXH>=AY"[*U6-FI3T5]C8?LRYNZ,B MTC8C8(=1ZN[J1:6V4@\["&QW5R\R[2E^V'DHO+M&T:GBAQT$S[NK%Z&N%>%M M,P)V&&YW5B]*-=8I2GT^Z-B0'YS5W6E3\3[HV)0?UBAB M5?;2SI,&SNJ7,->//Q]ZD?TS/YZY\B<.&LD,LU MS6%_BU=S%IQT;\#IC36.X5IRE2>#H-M5A]O`YP/ M>1P+WK'O9&9O5>?+[JS51'_+H*@G*G;I4?163VNN5=?\'!&S*8^LFN#<<@%2 M.U"Q0V^FMWJJLZ]X9+>^T!J==[:956@'*G;H1_5WU)/G.2)F0Q[IKYX(76M@ MW/-`Q0[]M_[J*5%KFQGJ-B)F4QY9(SE:)SV"Y'B2)!GSW@.=A5=\"7IE4J+5 M1*[R)''T_@J.M&D-G$K&9^V3[`P6.[0<^RL-^YBY+EX?R.S27EAI)*$U[-D- M@,RF_+-"5F^V75-]0+%+A;E"@L[I&;9=3_;9KL9:9>1??P@BK-+3>'-H;*[R M^,JUB;,,5G=5NMN-1:X!B%JB88>:HY%5)V9A8-UJCJK`\:D!"OH\!C<<+/^#E*V7L_&051DL7L M`H#V-H#OK`+!68#T7OS[_P;I&\^_T9+T+F`_O_AT=/;+R>?7FC%-X=_O;[0/ MIY\O7FLF_G[A3UBB?6:WVEDT<4.=?Z!KYW"HL?;B_UZE;S1<[MJ2JUT<__\N M#H\^GOP"*P9L#'__:7/%2A^//\#?N[A7^='9R2^_RF?X_B\!@'2(5Z;UT$F* M=2Y.O[S6G&G*C_;Y].)8L[7_ZTZF;_Z/Z9AOM/.+TW?__?7TX_OCLW/^\0", M[S?:^^,/)^].+G3^!>WTR\7)Z>=S[>CS>^WKT1F<\^(O+Z/TFN_^\,/1IY./?[R>V?0;^MOYR?\[YNAY\UC06H3GQ\/V<6"%W;W0 MW,"_"G]^@:1!,#X)D8I#-D*^T6[]]%I+KYDV]D,W'(%'`G^=3`,&K*/YH78Z M2B,<*XA%!SI]$1G4#>^T:S?1V'@,Z\`WT]M(BQFP6L(`Q,@IR33P4]@7P`+^ MU?Z3P?_W=%I'(]$>=_6O.6RR[^"ZSNQ["IP,4-,L'_VA0%`'PCQHW2G]Q4?'<:)>GA M@E-H-VZ0L:1#]`1$I`BJ0E`7,T3AAAHC(0KT,P(Q[=\`U`-<^?;:'UTC[J+; M1//!"R;T1N/2%Q%S<-S#OS)XS=@']%31G$8:`_*,[ACNT?-CH+\HYA@'LDZR M("4*@$5+Q(JO9H!Q4$83/T6D9R$(>_H*;JVCX2&J-**-HUAC+FRXO`/8-NBQ M%-<)89G+.UKC;02:"-_Y7FZHH_W.DA39*49@Q%R)$=FM\CCN-]2ND)J10O%P M61S#$L&=1CI1&\?11/,G$^;Y0,4(E_0Z9DR[8RZ^7:C%_)RP;3PH(`B`C.]/ M:!W<(*W$'\95X+U\C3ERO^[63N?X*9#):`-JIL,=@:S)0L(6(IVB.8>7:&EH M4VYJ<%7259Q_/^=[P"0`M*/S=UK?')35.`+-)_"5#;R*HBB-7S3\PW/W6TWXC.Y8N)8P4&I;@@O9:_>`2R'GD9^"VZ"OV_420D2`"D M"UW0!B3T-;[&A*77D4?$@9HG!)"Y:'PF!8N.@:FT_[AAYL9WFDF*K$>,FX4W M(`GP*_R)J)@J@:IGYI%.%3ZXS83>FR\SK_907E;?D5[#RKY_FTX"Z9)Q M.95#(KH1LI%D5^*#?$E8?(-"<0B*2`4Y'&(.A<_`62S0`,\0GP^?\<)JEM'T``Q#9 M"+?F@F4R$40+EDF0>6*K^?&%=>%RWU(R!7X*X"X,%+!<05H``;I@22]DWTL& MO)U;'D+^3+BA+=_F:3<1&+%^@":5>#,2[!A\44FQ92K5?IRA@A_U'Q/$_X^" MF@N*?9%+9(!FR;M*B#OP!?0%H($)0)%OG1M'N8A@WZ>"4\&HX!L/^21RV&IN MM9$\0F"`?4:'`E:\)!-KS'Q\6@!"^!X(B)L%]I->?26PK.\Q$"LQ(D48_5KL M)]\.QVC.^"":D>'I[R!9K]%R0IQR[)70#'C7<%NQ#_+]#J0Y^C45+.!QEE-\ M1;?`1G0R1F'G9++I0IA*5P2_RDH"EQ-U>3_I+)'#GD=N,,J0$.:UU/W\%[,I M0`$_>'K2N43P2Q@FT@7P0R#I&T00FN4H#<`!B)%-,+J78]*=@OLUXD"%(\)^ M7!X-*K^O.-`H"J+XYQ?_AQ+X!FWP?YEWA0]TM"-8%J4_$*"N^8A+;FB/B"CR M5U:`#FIGS/=7PHV^!RAR?VH1K4EB`@,V0"XJ4W&Q?4'QXRS-8M:IK*WTX$(] M>(XNZ;Y%+=K485313=/L$AT>,)M(*8%?!U0,`F:6?BDZ\QT5$X.#>+/+"`TI M/5Z2+SY8FOEZY;7(3"8A[)&'Z'Y#?@&0`:6%+G?;IU,TLJY+1@)Y4T1P9?V% M^RP4&[CX!>N)+W,>301%WZ"U6MHYD+7P5Y^`!D\DEQ2&X>N)PEZ;YK0B@YU:. MQ#&%Y_")D9N0ZHEBH$7$TZ(@38622J&/BB(G.H"G+CG+P8FF$>@"^#V]98R_ M3=H#N$).,P&[@O/B1_.[$IL!D.5Q0>FMP:O0:2I%DLJ[+.B37E'=6_%&4%I@ M;-(!@6QOT?_ELCD(N-WB)@C^"/`&#.,#F5Y',3RH7(_%(O/Q:AM+G[XJ#I54X-3&?IRDA]=D/N9F+<\,@N2E[Q>, M/IL,HJ2'.Q+2-X'7!BZ@VH]'V02CH[FV>`(7W"=9LG.GN)V.;YE;"S'Q:!_X M622W?L^CH!2`KZ:Z%HE]E>MZ*->5&UQ)D?_0%N0_%BI5Z5^M%++FA)]-$7LE MV12#$Q*3S%RB-?4EVE9?[HMS)PK-PBN^49_*U#6/ZM07%(!DN#57LSH&6G;= MCO/#\MT8/\SNPRFJ?(PW6J_WP_T[(\>YXY#K#/\GLMR_4V$&*>TL+:?PDJHL M)_?8XY&#EQW3L-!`Y'E>7/%EQ[9[Q4<=[:M$5IE%4)(SK^)C%'Z#&S,IATKY ML\+IEX[&00B6/DFFLD_+O_<3['EQ=(]*$7*/&K.0(7?'P<1#LBM)QEP8PN=7 MJ$TI:2G2@E%%+2*4O:)@X>NLO>[/5PJYTL(4%1Y%U1`"@)OF0LN6:NK*=5O\ M01V,TPCIP>-&)O>A?0IWQ2SW+NA+"7E*W%4I'(6)=-7`?Z$H!:JYP'R\'0>NTQG#E5Y`?W=\Q,2HER@3L"IG\D?Y\0ODI1N,J^L MV9!+P@,2@4(N+<`?@O"E:1BZ81CX1P!QZF/JD-!&)(05G?#P M)S<&BXMGP?O:2*)X!K^`E9==0[>ZEG"%W$0DRPNL4]D#=^?=H$`SH1=M/><0 M9960KBN?H3]_AE(%Q&7L>U>L5``Q?T`?2^Y`RLR<3QJP*-?GCCJT]#Z\-#_J M.$,Y595J>*0@`O%#9$M?!2&=H0@\`JX--%L6\2DR?M".$%20DRPGARK55FLP MA]SRY<^Y4JCIRP@)5]!)`UCB%?RFFH@T%:$"0./+3L\IZ\"%!D\AKO/0UK6+ MP638`?``QKZE\?,2*`%T>T%.*PO2)2PU)SFM[B&<`(]:$J$AR'Q%>P_3'L7X M)`%:]Q,@%>_B5;_'4!^HZ6D&TA;#\J9NFOBO=2\==GOKT&$E3EOL5)(G4M[+ M84_OF3:N!28&?V`W%&DIBMP.1=K6?01YSJ8I75!93I45NK.MAZ6?.5B=ZH"* M*N*O)/5,1W?`M]F=U#,'BL:V0V-F3Q\LI['W;+0.B:VB8(U!=RLTUMH,':"" M84YEG.R(S"QCELHJ.C)?$&FG3'?D3[_L]O6AN*-3^#M/1V+JFLT2&BM%YF2N M87&`$607$N&B6!V.'D,\6YUN=[UH77?M:)V-+P+)N4FH#N_J6CT*T>'6S5+< M3I')4E'T&;A,:BYKH2P:1UF\1!19?=T!55;ZP3%UJVL3EH6@TC&?)`KQ@SLN M8G`%3<3[^-4#\:Y"(?*7SME=)6DE"QQ((R=`@'%1UU$("'A?E%U=\WH:&8B8 M$7+\0,7MAGL$&`_]A9I[=85Q=3A&)2IBVWJW-WRDF$O\[YJ2<[N4<]82.6?_ M0/*G,S#6%'0_P'^&/V"0_4$Q1SNTX?OX[1E1]PA)AS*;))TQ["E!MY[-92^, M0KA8`W.#+$U%8Y21CS`A+"/U,W)Q\$-%*N+=98K>3@%'\!5,IW#!XH=5B0&O M"4?^%&0!R(A<<9%76E+9$;SW'OE1$$9?-[N6/G#Z M]WO__1FF74@>JZU59C-\W"E5/\'!8I9F<6XV^3$:;C+"BU^;E`IBA`A4%+28 M@DY#F2QT=**F609!#$@G(`\29Q.9B1L0O*GBHXUC6@0B$X@6[,`M?Z M`E(:BWJ`0AE)6BJ$A4"_?C_-#=870L:@LKEE5&WK3M_4N];P$6+.46)N!3'' MLZ]&]PGVU[IO8OHW*R*.2K@ MXUMY=WRZ8`^*0)82R"?W;@%Y"-M4Q@0.NC\)&RV-L/H0(/O2='H8``!P!UY.!@9B-&)A''F4">SH&Q%>C2'T^6-#13L.* M89E''\`4?!]WM'-WDK%`^S6*(U#O?VNWUU&Q`=L!J=>SQ>L5W=Q+-RC796K5 M7MO1*@RE[?I7)JFTA1Y6+__38SVLP<8>%JS3U7N4[S:W[&0-YW*5"[RLD!&8 M"J\*,^%6WP'GR1#!$_N-YO%XVRR6NT_L!77!H8-_'V$>#)1YL(IYD%UE"4_6 M5)+G57.6D43W.`^Y@![1MDK`J\L`T4!;H@^%2AR2]CBD%P*]C M<9C,;I7>T],=L$#[@WPE?M>FG*!8"2Q*LBR3+$5UXCK"Q)4L6!-ITC$M9TUI M@A_L0H[,BQ'2W!VK&EJ]C1XG+$H<7@;"(QC<L9.NC]I[T_.CM]A.^[76I#&!3WQ-GYB]:\G[R]^!4JV.WWK MAS?:V].S]\=GA^]./WX\^G(.2XT`>^XT`7[[]9ASC=/MRV;IE=>=_GY\]N'C MZ=?7&MIJ\(H78%$$03)U\0[7SR\,_OL4G5G^>[&C6&Y'O@18\7OI[]ZB2\$C MLFSD3B[^^'B,H@&O]54!-00H''0 M`,ZZT*%6NP6(1*]H?#[)IO)YE$*']/-K?C1Z],#\B8`(7US8/4Y1T[.C)GFI M4='/AO3S*HV59E*TT#19(C9(CLF"W=TC:JQU@?>9^E45((S&^.QE_(K6X5,4 MFT%&ZP)-4=G349D8&54F+3D^JH`K#9)J!JTI8E(B2XFL^@-,B:SF6=R\0=R^ M(--='S*GU8$P^2UGFS?#<1Y!'XV#P48^QY.==N)[7L#6$R-/#8P8>X0OAL9, MSL/)8[?[%;2/@)#9UX=.KPFD\CP8XXG0_E+QPQ)^Z/3Z3:"/Y\$-2DW4A"TL M`]2$T012>1Z,H=3$GOFAT[/J3!]/S`W[\S7?'KW[[R]GI[]]?@_@&8T8&X_W MJ%5/J.KV"0FC7L??<9AKOT#:FX)9#TA;%;_U(B_+UH?=IQ2[SXIPE`AZWMSU MQ)YOO0[?:MYJB`!J,6_U37U@/664]5D1CA)!SYN[C,[@*5-[C>2MFGCH8_I? M?5/$>Y/1>P?,7N*>VP'!L\L2;)=R=@RVKHF7W1M+5,^8KYZ(0!1?-LWSPI4VDIIJUJ#S>Q8>_/1F\)5-?'1]Q[/45GT]D9+&Q)2;G&T MU-&'@V[CF*LA=*,DT/-F+I5$;RMO-40`M9BWK('N&*K\JY7_3]@22Z2DLT,'RJTA)U#I]V^_I@L#?;IRD!U#J"0*4EZ@PVE41O M)EJKFJ\&,I925W4&F]DQ]I:Z:0I7U<1)WWM`1V71]RR#FQ+5 M>FHANW?2,&GDJS54N80&,D@[NK4_\[O9 ME*'D0YN9P^AT5>ZX&6[IWH/.Q]^G?KP_OW3OYV]"&4]30CT[*.-I-2DI0FD4 M-S5$Y"AN4H32`&YJB,AI"3<=F*8^[(N!F$WBI8:0B1(X>RW7WCOD[([J4M`0 MEWOOX9D'RK7W5J>S=\#LW^3;.'KU/.MT-J:<7=?IZ-;0U,V^RA8TD+6>=PE< MW<%F=!K82%DI+*6P:LU5CFX.NKICFHVEJV?,6DIAU1EL*CG>&$]][U&=_=9L M[_WXK8Z9-B2PW.*8J64X.KRQ<>S5$,I1,NAYLY?1L=5=ZE;R5D,$4(MYRP+_ M?*#;^VM_UG;:45+H>3.8T>FI_N3-\-+W'H5_()\^;%RT1Z4G5'JBUC%44^\. M>RJ?WDS64NF).H/-Z%BJ8WD#N4HIK#IS55^W^Y8^,.W&TM4S9BVEL.H,-J/3 M;9Z']3P]];U'=50^O:E7&FNAAEH<[[1TRS14-KR9S%$+^=!BYC`ZILID-Y`O M:B$:6LP7MMZU';W74UGH!C)'+>1#BYG#Z-BJ-W^L2TVPJ4+*@SF'P+<2YFY<]J@51*-'0&@4QT(?] MH5(/#62#6DB"%JN'?4XN;`I?U,3=W'MHXO@[BT=^HC*A[;P]TI`K-BWI;+I_ MG=QV0E$B1W%3`[BI(82B1,[SX:8#TQKHCFJ[W5)F:HC$:762MZO:;C?#Z]Y[ MA.;^:\+FWBHO]PZ8_=M\ZM95*Z^&V'IW.-`MLWD=[57"0-VZJC78C([9O%M7 M2F$IA55KKC(-O=4QJHSV,!55^UBFN&J[SVLH^X)-S4)4PLU MU.*`IZ5W![9NJZLM362.6LB'%C.'T3'V-C!G[X=O,%_40C2TF"_,@6Y9EF[M M[P)#LTE#"8@V-]BM"FAG);?`[/U87=_96W-)@(E M"NH\(-Y(M:B(:VZ`=+-TQ#'YI]I2(:R`JUD`:M5A%=51+7#(]S M[]$)=5>XU5=(&G+/IC7WL0QJLJSN8[62F1HB<5H=2U<9V';R5D,$4$L4U?Z= MQ[83BA(YBIL4-]74Z]Y[A.:!N\)[LW'V#IC]LY*Z>M7*ZR&.WA_V]5X#64LE M#-3-JUJ#S>@TD*N4PE(*J]9<9?7TP<#2+:=YO*4TEM)8M0:;T;&:5T/U/%WU MO0=WU%UA%=NJI9#=.VD,=.![C]8\<'78 M:EPDIQ;AO7H$L]1MD3K>%@$GO=>S=6=_)6M-B9+6$01/1"2*MQYK^:@YPPWD M*J6QZLQ5MJ.;M@7_*HW50-Y2&JO.8#,ZIKH[W`Q??>]Q'75WN*D776JAAEH< M\33[^G#0TTVGKTBC>=Q1"P'18N[8IU>\]\,WF"]J(1I:S!>6H_?MH=X;["W+ MT6S24`*BS=P!GJGBBV9XIGL//:O+P_L6HTV)Y;3[9I@)+NA0'P[5S;`FLD(M MI$&-0^&;6Q165Q%%\_BB%J*A+2IBH-O8B[EG*1710%:HA31HM8HPU:SA9CB= M>P]0J,O#K;Y'TI#+-FVYD^7T#-VVU:SA=C)30R1.J\/I#;R4U1"R40+H&2DJ MK/4Q3-VT^DI7M9*?&B)T6JVK]M?EL2F\51,O?.\1FPON+UNXL<&\>-% MV272=GV@5-<;6VL"L<:AU%T/A!SH0VNHVT,5;VTGASX1';U4C*GN,"NEJ93F M<^!-NZOWNK8^L)K'H4IIUHB.E-+(Q:O4!>HI?BT_L_BE%8C, M`F3VJ+,[U.[9(NUD.7(DX4H>L!&2]+6+LZ//YQ].SSXAUD+)"B>?WQ]_!C@: M2.&?CLY^.?F,OY16^GC\X6+F(\$5]!F>A1_CE6E-TUGDZ_P#73MGL3\NEB#* MALV]T$8L")*I._+#JY]?&/SWJ>MY\O=;WTNO?WYA&L8/I1!1O!P$'T\^'Q^6 M(DOWD>Q]])9&TQEBXX\N"E1]/7E_\>MK9-&UJ?&Q;"A>Z1#F%NS]A>8&_E7X M\PO\^OII@\=F"]9]TY'WORQ)F:>-HUA+KYD6LQL6)TCBT>B;EDP#/TTT/X0C MI6Z`,;/_9"'3>A@N,P::&WK:Z2B-,(9F&?S##KY]'(6I?'U%.OTX0Z$_ZC\F M2)L_SI%$@1]<3/ZRLX4?(XFV('P>*S&LAT1&%_^^$Y$Q2]A'"P*I\-^^WG,& M\*\E:"F:IGX4)IH;,VV^NGUYJKW3(T M%?";0)ON%9/?8=HT]D=,B\;:2YPY[-!2"[X?LXGKAQCT35D\P>\/.@-#NV-N MG'2TBVL&6\)M%1:S=NO&L1L"[:?70/0+]US::4<[QS,>7KH)_'$43:8L3%P\ M+[Q[%%V%_M_P.;`1PH8>QG:5\))$>VGK?E0'*** ME_R@^-!(?/N2E0\0`3Q)2H3L>ZI9EC8!!KI..KO0RBU@C&W**^UI)"&2V3@* M@N@6N27))A,W!M0GA/4D==,L08K+>1DH-N>4Z('DRFM%)F4R&8&\8_&+'9B6 M!*/?C\Y.CCY?S%I<52MLN1%Z:#IP-H/_NY8YNLP1F07,X\)TLR[BRI9LR7A] MV'>]#%R0C":.O:;6=N>$6*3]85:U]0%2:/,!LY M'2[;ZU-'7.Z%O-SJEF$/.A,I!WC27O>XY]>@,174GQCJ7X6!AT]6`97=VR![KE.#\MK:`HY.N<(%WB M^H)U=?@X0CCEBOEU^<3-H\YY:5N#C8AXY=9WLNZ>;J_]E!VBIF.OP^@V=J>+ MU-/77T\NC@_/OQR]`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`,VNEWC MQ]'[O4V"P>M0P_ZYM@U4O`*(&[#1+6N6C5H\-HN&MVGB+SRY#2?WHNPRF)^8 MOE,M=('CKC@#ZVA;@^WKHON!W2-E5$S MJ'D5(#=AI]N="O=L:+AY\?RO8G3V_&1L%2+8>XB@U>,4%4TIFJJS,["/>+^: MUEE'EK%4Y8HBHRT40'6&JB?&?L6KFKQ11\:PL"4&_-N>=)@BI+T0DM%9.6U7 M?QIJO"VKKKO4D$7Z>M_LJCERBI`VW4GW.4[LK)4U:ZX*?\473^GEZ5UKH#O] M]@RE482T)V-VY7ML]:>AIANSYJKLK%CD*0,'*C"KR&@;INRP/3343%-6Q65K MR!=F3^]U00\/VI.V4)2T%TJR.QM5,M:+AAIORZX:^U,L\I3"UE&VK"*C;40- MGI^DK9YW!NVAH6::LBM';11C/*DMV^\;^D!)6$5(FR:^NJM>.*H_ M#37=EEVYG$ZQR-/&#>R^[JC`K"*D3>,&+8H]-=*:M52100WYPE;=-!49;4.\ M/L/Y1G4U9;NJPJ"&+#*P=H%J<351+LVA8]2U>>>.UY%_5MWBA(M)[75L? M;%\7U;?G:RNH6?4M7K359T/#967T*G5AA\6OY6?&49C*MWXX_7QQ^.'HT\G' M/UYK/U[X$Y9HG]FM=A9-W/!'_<>$Q?[XQS<:?>_\Y/\=^`X6ODE M,Z]X,[-PY>R:&_A7X<\O.)<]!(I:'TMJ:DE+-JIJ(I^+LZ//YQ].S^##,`IG MU;QE3+^_T3X=G?UR\GFATN_BW^5'9R>__"IM`]P!?_DKTP*:G=FASC_0M7,$ M1;'$Q>D7VET.?*1K@LMY&H$&BJ:I'X6)YH:>=BO:3FOL^]2/F1:%VHT;^U&6 M:)Z;PMO&<331_N.&F1O?P5',KI9&VGLV8I-+%L,'EMV90Z,"-H+BM]`#"*77 M3`/*GR1:-*9?MDGGVKMH,G7#.\Y2`\OLOTFJM.]>Q8Q-@/FT6S^]UOSPAB5I M%"?P$^WF=)1&')'&0!O[H1N._/!*UTQ]R,=8:LFU&S/:_2B:3(`^$B*B6P;4 M@BM,W._^))MH8484`=\33[A!$(V`ACRDF*<_.?ON)RF7Z0(4*6X13."_0".,.CN>$<%>A(-E&, M=#T6QQ=O1FA-XVC$8'6BM#)D=?KM;>3&'K[S/0B:$1&A.X5G;N`1%\!^`Y!C M8B?)-/!3_*YY""\Z-#N6TW4ZVM&8;\U/Q#=PQW(177,]ST?1AD!>)..(9GT/ MN,$?^_A`S/[*?,*]JR5L%,&7%^TC/W2*Y.&.^.EF@=/1+N#3>Y:).,L!;64C M.'/Y:-JE&[A()G@@CZ'`\$-.@YL&?#F]QO#%:+KABL&`-:QK`Z M(!@$XL)7X[)3%L,R$SPW;D/PZVV4!9YV[=XP>!.L^2`F>GVC;SA*Z"\6^J>A M]I\,D-#32:0^3/GX][$?)^DBN'.2QQ- MHYC8(F4D`VZ`!3SM\DX3M(>"+HY]H`"0CJ:C#[N6WC/Z"L5+45QHS0?0?.#_ M5$7U/>)AFL5)!G(*\0%^BI`R:R*_0-_#R$=QTI_!/@BUOJ$/A]UC/@=-&K<_JX[]7G;)IR MXNC3ZTU%'+L@#GL#%$D_&J0T8DBYSH_!D`ONK$+CC),3@ M$RJX+V!CSVDL0""+;UC9<2W0CEZ.GZ!:1A-E MG4OG_=*3.2],*N:'"%<4HMTT.$E(720DS#R%7%O+2Z$>BWK"XN,Q?XD<\3CT M.]+>XR@X+7GW]@O^W[S)AH"YMA3G5#AGJS9XQ>#>61A?+9POC.IQ'`5! M=(O&!:6)0*H0U03S\>&OQQQ.")<9>)M.18."'4C_EN!1RI/R M[#8Q]S8T.>WU]Z.SDR/<21C%$S>0LN;BCX_'Q6X!09B&Z)/TNOOA5@%KN?)[,1BP(L"(`9.+/+PS^^Q3S!/SW4N57J:`@ MY]-5ZB`FS/,Q_55PU_J%)>O58XPB/!(0B_VBV3NMEMZM6D!U;R5AA0.K1$Y$ M-5B9IM!:G3OZ'Z`=5ZQ&>1(`/P). MJ%X7U/!GC%#7$.N/JJC;^$VK5\3ASUW+T(?.OH?H;7SHVJ+RYLTX#0KRL6M[<")I\0O%2B[O^[94N3XC)CMU"(;(OJKG%J,WE!29#O>3W/0 M6'NS9,=#+UM+A4.].^S78,BZ$BE;$2D/Q%-6#C;6`,W-:7@C1-"J/:YWU`CD M4;2VDX8U.]_)>EQA]O5AOZ>;SB8-Q9ZB8\ZWLAXO60-]:`UU>Z.)JT_2OV)[HKE]%+5J MHG"'A(2^]+TBN;-9)K%N-+9J$Q1/%4X"*&3]>T-K)E7EHZI\5)6/6W`V5.5C M#2OX5.6CJGRL$=:;$.;=O(>RBMAOPZ'9)(C4[3T40UJ]07H-,%S+*@-5^_A( M\JS%^(WVRI>GS`BN/-^F!FBLN\&B:A\?&^&2HZT`)D=H^\*CFX[EMYU&J38%#+ONYOQ0&!E MY>GU-4"T*H*L6:2_J65KV/*Z-P`IMZJ6:$!=FJ*F?5&3T3$&]XM9<_LU7:H` M4A5`MJP`LCE#Z+8GEMM'44TH@-PLFU@W$GO"^L>M-BS<;6_%.DZ5DZ\A&J-Z MQ4L:%$0%=Y+B?"^]?FT:Q@]O>*O6P\"]B[+T]=C_SKPW*Q7J<=6<_S1;IEN>[T-;77%-W4C__*_/3N`[__[G M/_[Y#TW[5_[@Z)IY6ME5F84%-S6EBT[3P:I?X-+'V![\]7 MU$8`,OCEC(U_?O'%,/^$?]"7NHA,ZT^;__Q"\SU`C@L+>']:YJ#_XM\S9%.J MM>65F44A[?V5E=J+;5)A"PJ&=\&<+0%+_5MB5UL_)]EDXF)G^41+8Q3A_`K/ITE]K^?V_42"=,OZ@:^[4W6DO3\Y.WYW<7** M-D&ZK&[]Z\G[BU^!X.Q.W_HAMS3`H?IX].4?GVMW?B)#Z]8I\);;J>DZ;\OC=S/6*R+ZN3OJVM_HPE_\?\8]+_' M5K;W#>,AR;WQ2./G=MX92U?L6#.GW^^+)>T3(D61L+,N=,@R*4`D;!1\/LFF M\GF40H?T\VM^-'KTP/R)@`A?7"@(%34].VJ2UZP4_6QQQ+G23,^;%AHD2\0& MR7]8L+M[1(VU+O`^TPS-`H31&)^]C%_1.AM?*:HQT!25/1V5'=VPV+UB9=(Z M_L[BD9^P`JX/W\.J#:TI8E(B2XFL^@-,B:SF6=P\Z;4OR'37A\QIEB:I&_*1 MW.GLI#MCU<+<1L-@"Q603W#:B>]YF&-=1XP\-3!$MGH1-&92$TX>N]VOH'T$ MA+"1H+/J?;J]DLKS8(PG0OL&U\%;S@^=WJJ7A)6:4&KBN;`%S25[S%5AI2:4 MFF@C/W1ZC[F:UE9NV)^O612L`WA&(\;&XSUJU9,DR9CWA(11K^/O.,RU7R#M M3<&L!Z2MBM]ZD9=EZ\/N4XK=9T4X2@0];^YZ8L^W7H=O-6\U1`"UF+?ZICZP MGC+*^JP(1XF@Y\U=1F?E00CU(9OGZ:&/Z7_U31'O34;O'3![B7MN!P3/+DNP M7%:BTE=)6 MM0:;N7I?W/J0U//TT?<>SU%9]/9&2QL24FYQM-31AX-NXYBK(72C)-#S9BZ5 M1&\K;S5$`+68MZR![ABJ_*N5W-40$=1B[C(ZMDJB-\-!WWOT_8$DNDI+-#!\ MJM(2=0Z?=OOZ8+`WVZH,-I5$;R97*6U5:ZZR3-WJJYJO!C*6 M4E=U!IO9,?:6NFD*5]7$2=][0$=ET?-FN*5[ M#SH??Y_Z\?[\TKV?OPEE/$T)]>R@C*?5I*0(I5'`;-_ MDV_CZ-7SK-/9F')V7:>C6T-3-_LJ6]!`UGK>)7!U!YO1:6`C9:6PE,*J-5I6\E;#1%`+>8M"_SS@6[OK_U9VVE'2:'GS6!& MIZ?ZDS?#2]][%/Z!?/JP<=$>E9Y0Z8E:QU!-O3OLJ7QZ,UE+I2?J##:C8ZF. MY0WD*J6PZLQ5?=WN6_K`M!M+5\^8M93"JC/8C$ZW>1[6\_34]Q[54?GTIEYI MK(4::G&\T](MTU#9\&8R1RWD0XN9P^B8*I/=0+ZHA6AH,5_8>M=V]%Y/9:$; MR!RUD`\M9@ZC8ZO>W,WP2_<>=]YS$[2]GW__8K0ID9RUQ6B3R.#`,OKZT.GM MK4M,LZE`R8(ZA\&W$.=N7O:H%D2A1$-K%,1`'_:'2CTTD`UJ(0E:K![V.;FP M*7Q1$W=S[Z&)X^\L'OF)RH2V\_9(0Z[8M*2SZ?YUKFJ[W0RO>^\1FONO"9M[J[S<.V#V;_.I M6U>MO!IBZ]WA0+?,YG6T5PD#=>NJUF`S.F;S;ETIA:445JVYRC3T7M_0AY;J M$-Q`WE(:J\Y@`U==M8MIAJN^][".NB?EMX=V+JMKK8TD3EJ M(1]:S!Q&Q]C;P)R]'[[!?%$+T=!BOC`'NF59NK6_"PS-)@TE(-K,'4;'5-94 M,QS3O4>>U47A?8O1IH1R6GX/S-:'W?V5M36;")0HJ',8?'-SHJ_N"3>0+VHA M&MJB'RS=,`U]:/:5BF@@*]1"&K1:171525PS/,Z]1R?47>%67R%IR#V;UMS' M,JC)LKJ/U4IF:HC$:74L765@V\E;#1%`+5%4^W<>VTXH2N0H;E+<5%.O>^\1 MF@?N"N_-QMD[8/;/2NKJ52NOASAZ?]C7>PUD+94P4#>O:@TVH]-`KE(*2RFL M6G.5U=,'`TNWG.;QEM)82F/5&FQ&QVI>#=7S=-7W'MQ1=X55;*N60G;OI#'4 M';.K6P/5(;&!S%$+^=!BYC`ZQMYJ\/9^^`;S12U$0XOYPC3UWF"@FSVE-1K( M';40$"WF#J-C[JTU7%/XHB:.Z=XCS^JN\+[%:%-".6V_"V;9CF[W!NHN6`-9 MH1;2H,:1<)6\]6O/`U6&K<9&<6H3WZA',4K=%ZGA; M!)ST7L_6G?V5K#4E2EI'$#P1D2C>>JSEH^8,-Y"KE,:J,U?9CF[:%ORK-%8# M>4MIK#J#S>B8ZNYP,WSUO<=UU-WAIEYTJ84::G'$T^SKPT%/-YV^(HWF<4#]]@OJB%:&@Q7UB.WK>'>F^PMRQ'LTE#"8@V+M)/ER)&$ M*WG`1DC2UR[.CCZ??S@]^X18"R4KG'Q^?_P9X&@@A7\Z.OOEY#/^4EKIX_&' MBYF/!%?09W@6?HQ7IC5-9Y&O\P]T[9S%_KA8@B@;-O="&[$@2*;NR`^O?GYA M\-^GKN?)WV]]+[W^^85I&#^40D3QFQL>RH7BE0YA;L/<7FAOX5^'/+_#KZZ<-'ILM6/=-1][_ MLB1EGC:.8BV]9EK,;EB<((E'HV]:,@W\--'\$(Z4N@'&S/Z3A4SK8;C,&&AN MZ&FGHS3"&)IE\`\[F_)UP6>74>RQF.A0'(7(\352XQN-OG,8N'=1EKX>^]^9 M]^9!>L[7C_.?O)P.RC_&Q8]RD_]ZE26'5ZX[?7T^NF9>%K#3\?FU&[.W;L*\ M=]%DRL+$3?TH/$?@G4[QQ^1HE/HW?GIW@#'BP@_*L4[ MZ6]4@T0;J>Q&&T5A"K^$L)=_/M.A/"LJ-B%EFL) M6,9`J1(4%;/GQYGE?]1_3'#A'^=T34%MKW`U_.T")-\X"H+H%C,#23:9N+'_ M-RR'(A$X*,T2+1IK$61B\8L=6%0$H]^/ MSDZ./E_,&AI5XV.Y[75H.B2]TK6ML&7V]RQ@'A>=FO6,5C;@2C;;PR[;9>"" M,C#A]$OS[!7S;H$Q-UCY2)=1X*UKKIRA.D1.E.6TVI?8'['D$=82I\-E>WWJ M0,.]D)=;W3+L0>LCY0!/VNL>EVP1!?4GAOI7AB$37D)^&;^BIX_`7'>O6/FC M,S9Q_1#XO_SA1W_,'E$B4,0.#D7$(+ZZ/+",KF[9`]URG)^6%@X4\G5.D"[Q M^,`"/7P<(0@K^'7YQ,VCSGEI6X.-B##=UG>R[IYNK_V4':*F8Z_#Z#9VIXO4 MT]=?3RZ.#\^_'+T#SJP%_!1-*9K:=N'6O%2FD]1"%+]\9.VXXI,=\XGC&+IA MK#KMM/ZLHV%C+J=[JH5Z?6GH69:LCU',4;]&,-4EJRBHHUW,NQ8[:&AQENRRI"M(8N8 MP[YN#5:=I%1_+E%DM"=)VUVUX+7^--1,0[:O#-D:,H;9U;N&,F85)6W#F%TU MZU)_&FJ^,?N8*U>*1W8M;?5^U]`=8]5+Y/5G%$5(^Q*VSR\'5B][]C&-(!1? M[)HO=%M9LXJ0-M_)H--[?IFONEJS`R5K:\@B*FZ@R&@KDG;ES$O]::B1IJQI M6RHV6T/.L*R>WC5714W]F4.1T9YB!<[SRWW5U91]5-\=Q2*[EK1=2Q\X[3%# M%!DI2?L\35EER-:0+WK]GM[KJ2(N148;[:3?,=M#0XTW9%6Y;`U9Q%$1645$ MFYNQ]O.3L[4R8RTE7&O(%W;?T.U^>]+"BHSV0D:FT6F1CFZZ'?NHV02*1W;. M(ZJV0)'1%BS9?GN"^HVT9&U3U6[5D3&ZNFVK6PB*BC85K^VI3FFZ(6L_9G:L M8A%ER"I)6W\R`DG;GKA3,PW9U2LQ%6<\(6=82KXJ*E*6;*LL625H:\@B?55; MH*AHXYT`=ZN(;'[$F6E`]+VY:4!K2]]'"UYGL*KD76GC]>"I]2>,-6"CVS5^ M'+W?VR08O`XU[)]KVT#%*X"X`1O=LF;9J,5CLVAXFR;^PI/;<'(ORBZ#^4'A M.]5"%SCE>1-2F]MX+?F7"_=E>ZT3`]^_T^V&<@;ZT!KJ]G#KNNA^0-=8&36# MFEH>F+L5[RJR1MU9`P+6V+`O^U)ARE"V@LA&9V5TW;U MIZ'&V[+JNDL-6:2O]\VNFB.G"&G3G72?X\3.6EFSYJKP5WSQE%Z>WK4&NM-O MSU`:14A[,F97OL=6?QIJNC%KKLK.BD6>,G"@`K.*C+9AR@[;0T/--&557+:& M?&'V]%X7]/"@/6D+14E[H22[LU$E8[UHJ/&V[*JQ/\4B3REL'67+*C+:1M3@ M^4G:>MFRJF-Q#?G"U*UA5S=7[L%7?^90A+0G`;MR2_+ZTU#C35E58U!#%G%L M6[=;E+Q09+2?Z'YGT!X::J8INW+41C'&D]JR_;ZA#Y2$582T:>*KN^J%H_K3 M4--MV97+Z12+/&W#:WX:MJ6SQO M0W[ZV@8Q5W^(%JL791+4TBX95W^*5-UY+_E5]BQ4;\0@#`K\&;8H_%/[\P7N3@ M\+WT^K5I&#^\T>@[AX%[%V7IZ['_G7EO7@#E!P%"RP^OZ#G\?>IZGO@]7S_. M?_)R;)1_C(L?Y8[_]2I+#J]<=_KZ_-J-V5LW8=Z[:#)E8>*F?A0>8;/C*S8! MWGM[5WSEBWN''QW=NK%W.L4O)K^S)&7>4>@=?Y^R$?QX$>%'IUF:I&Z(>Z6_ ML7CD)_CV"_H/^YZ^#:+1MW__\Q___(>F_6M;N_F%>C2?A%]8[$?>5X94#KN[ M8;%[Q>B/[]V4?7#]^'9[/[_XX(Y2W_O3,@?#%_^>(;)/1V>_G'PFZP'^_?Y&^W#Z65@.VH4_88GV MF=UJ9]'$#77^@:Z=PW;'6D&SU];R.(DT2"3+V&B1T-!$7Y^-J/,\O_J/^8X,(_"C`5H"B!&%?;]LK-6_CBFFGC*`BB M6Q!"7,)J?J*E\''@)RE^&(WA1M?Z?5:-A6D@`5#JP2.1'58&6:0AMQ[NA_@*I+)Z\W9H1_-DR=MT.^%%8?U20:^,WK1ZDPI^[EJ$/G7WW MM=[XT+5%Y0#/ZN.&:X#?FA7_"O&R:L:A$33YA.*E%N6W M[94N3XC)CMU"(;(O'_1K,/5(B92LBY8%XRLK!QAJ@ MN3EW4(0(6K7MS(YJ\Q]%:SNY0[+SG:S'%69?'_9[NNEL24#?Z[#G8OMT>_&9>B[W\IZO/3_9^]:F]NV ME?;WSO0_8'QZINX,XO`B2G+2=L9)G-8]J9VQ?9KI^R5#BY#-EB)57GPYO_[= M!4B)NMBF=06IG8E;72A@L7CVV04([EI=?F@=U#XI$&3.:!T7%>52\]H,%<:A^=T!'(Q:#H<-NQ>,NID6.CR7SJV8QG-E8J M%Y328*+I$*1F._UU/;9FP0JLW066J^HE:G`NC="T+309!T;W:9JM7B*U!D"C M`Y`-.JZFTP'(^N2%7ATM-P]1=3@`N=S=1-T@ML'SCRM-6+C>W(KE)-BH']:&QEAS4*\!?`XX*K\,L&Z"6R=S*2388N+'_/V@S!8M)$)F83;D?86S\ M:'YE_!JS,0^EZ25C.O)#S^^!U7GK.*#=!/5OSFVH=K?II=C8!VESLMTR=N5D M^Q.3O&`5D#6<,Z\BW*+'T$D!I`!2P$H4\.P3'!M]0F-UTZG#E.GXC$+GI<.= M*&A`RM^L\HN'(AMFPM.;8&N_D]YX9+W8*9QFLGY.U&>;>+:+]#\]W'PSB^55 MV`1[_E$QF@6R@H;I?P$KT.RX<(5!ELHN,C>=J5VVYA.!ZP#=0C?AUBW(2JNG MFA9OMVWNM+?]9,ZZM49(6C.2C(/*3S@2A@A#$/V^%L'@29)DPB/3T,\T,`-M=]D,M'H9""&)0C["4"TQ9#F\ M8Q_R=G>91T$(280D#/F:@Z'Z[?X=WP_]F"(^'2UCWX1H[Y`?'F[[`?<*LOY` M)*LSE(P#JZ4_B`A#.F-HO\MMJ\V[[1JX:Z(CK:$$,=^VBTAIM$Y6-K<,FSO&,GN*&RD'N+$8B]`\*>F6RUE6+MY(!>A=47?I(K8S97&7K-'[ATBP M)F_H'=\/10]>7D;X46DU([^3]SJD($N7U#6II"Z5U-6EI.X-5CYUTRS!XC%S M*^E&3ZSKUU)#=YHLJ40LE8BMXE,7BEUVI3[FSBO@V>J"+]^VO#=?^HHIKV]#Z%X'+2N&QHO3:N1BX?HA!RB>_OYK2:SH]:YFO5F3` M=16_?F0=J#OFM-F&6]L&Q1(U8?4_P4B8(DRM"G(%D)QNT$\\6O5,R!D%YMDUTZ'6]WF//!(,-H*C`YWL5">;O%KA^)7#4W#;/&603$L M(6D5,6QS$N/5-(:MFD&8#&.3%,L[+8,[1@UR41'#Z@PD8%@*8[?-L56MF"QC MDPL\;E,02T!:!<4N];2]7ABJ9Q#;)8;5T#!HDX!@M)*3!,[N):S6+(0U;8NV M8C6T#FU9O-N@Z(-@ M1/2ZJQ$LQ:\:6H;)33H-2T!:Q2;!87/<=#TC6#H-JZ-=.`[1*\%H^0BV\CDA M_3%4UPBV2R&LAJ9AMBT.?XVQ#H+1MABV.<^LU#*`M:I&2607&[0+B](1$(Q6 M0J_-<=$U#6"MJL?DR#(V:!DV-\Q#[E1.%:&_>1"0MD2Q[=W;(]`K@J4-`@WM M@B)8@M%JZ+4Y+KJN$2S=X]+0,NR.P>U.9O7R:HHU$'2UY+[LWL1+ MT+!]PVT"BBNHN`:"KMJY+'-OKUX87CJTGSM<&X;K1=E5,%U`?,V^YS)*W6`9 M?,T(KJ71*D9_3%:=K/9I25=[X]'FEF%S9ZFG^U\$BNU;;R/07$7)=9!TM04R M=P;#==R]_^+&L1NF5+M8]XV"DB0OE4G_C0/"%&%*N_7`-K;ZJ7:QCG9BTTD5 M0M'R!YX.6K35OVU^I=)O.IJ&Q8VNS>W*-[KUMP\"TE:`](+JN?ICJ)X1+!T% MU-`N.KQCMJA^,0%IZ:70+I;6U"R(K5Q!FBQCDS$L/<]",%H%P3K-.;)?RPB6 M4KKK:!>FPVT(80\;]#`M(6E;#$LYV[;-L963CI!I;-`T6D:'5W^84W_K(!AM MQUTRKW1P,U32"I:SN.EJ&W:&T0@2C M%1!LY9SB^F.HGN$KY737T"Y,$TO#TQ$"@M&2NP-61N/ M:G5I!Y:`M-Q9%*I<_-(<ST\M7'X]^/_GTYYM+?R`2=BKNV'DT<,.W\KN+ MD_\[SGEO=E;V-M]7I4QO^1LYDZ@2T&KLB?BG/6-O9%"^E]Z\,0WCWV^9O.95 MX#Y$6?JF[]\+[^T>]!H$:&]^>"U_A^^'KN?E[T?MQZ-77O'J=?EE/'Y9S,Z/ MK[/DU;7K#M]._OG[_]YMMO&/MQ5=+\(C-PGH2?1>Q'WA>!C`G2W8K8O1;RRP]N*CZZ?OR' M&V13PK!>%.)&VKGH_[3WV3"_PC_+,%N7D='^:AOR]1[SO9_V/KJ]U/>^6N:A MM??S%-Y^/SK_Y>14^F[XNU>@4YAB4YCCZ@/.+D# M&\FXG?CL^ZGFO^??)]CP][F:QJHHJ1A;6W7+U/"HXPN3Q#,W`0O^"T+P8\;G"&OL*L']B#<&+^X MQJO>S(@_X6!NG&(DGTY.CU_]>JP0BHB<0KKI3!B^'ZJ_X1/@^Y*W%D;QP`WF M*'/2\=TX6Q/K0BHY)_\Y*EN#:.SQT:^`S\HQ6,$4TY&.0ES>42\`U*B.IK%: MCCDJQ!)L'$P\'8'^RVMY1J\["O\588X^G4O)LXOD%%`.$L4PN&GN!77/R:VY M!3;Z:Z:..1!XP@4]Y6:O'O6WRI5T\VO_!#\SZV"OYD8GC4;B,M;7,-A-6^4+ M(3@GP'D)(N5.0$*8)$SJ@\G/L=\3BT#RI0YL$:3.NY,T=SY&LSJZEZ6/OWID M`D:K.*QL0"USG'WSA394X1YA[>=@ M=]"V.R-=DROZCOS0ACBKR#1*?/6L%>L::,JYV#[^7A!FFO4Q[W4IE\;9K'%N MA*P=IP$!)B&-QDGCW'289RSD/-70-\K199KP@S+/J$^;17@"-5#/*/N2M M3F=4+JVVQ$UXHY'22+<6]G6*4Y>.\985A3&)3&H;!VJR"GE!%&C7)PJDI2R- M4QON-CO\T#"YZ73JS=D$-AHGC7/C@5_;F8C\[%;=;_3JN@,XDWJ#=@)G8L#6 M"F+`U>E9LZ7&6LX7TXB;O[IO\6[;X49[7;=V=L_B=F_$C;&XW1OQILX'3L21 MUKJBR,::WF+QI`6:+F4JHEW%B3P2H_1KJP@I5Z5JK58QS]`?C;FF8]X(Z=LV MMPR;.\9"Z[;*9-^("2&R(\D'7H,`N4_&S7#RDM]FS$=L["::->'9AHUW1.2M9V9[E< MF["V!VVUF0,".C%X(W6^R9N#NZ;;!6\)%L6$B;5U9FU=ESN:W`ZOOMBI4Z9G M392[0XY2$XV3BC7UEC:E(22,UT;%1-P$ZL:IF-)`-A7@NJYQ:K?`K%>B<6W4 MNT/N4AN=DY*U=9D6;SE=;ML+I3'3QW%J,PL$=>+P1NJD]M&C M7^//UI?78-=F:!>71C5;E=8K-;\FRMTAEZJ)QDG%FKI3A]L.+HMH+Y%@7@L5 M$W<3J!NGXL7KO3ZS$J(;^[I;@*[KH-HM0NM5GD(;]>Z0/]5&YZ1D;7VJ97"C MW84%T4*[*OIX3FVF@;!.)-Y(G9.2M25QK(WW],+(/*3J>?J;@>[E6VJV/*UG M\19-E*R#B]UPN0---$^JUMS=6MRT;=Y=[$:T?N4D-)F+K>:TOT=TNL]*FUE]/ M%=HJWLB)DT6A2A6?BFGTO?3FC6D8_W[+Y#6O`O>&\K588:KP,5 M1$8#*+^,QR\+B7]\G26OKEUW^$86`WCG)L)['PV&(DSL![,%;\Y%_Z>]SX;Y%?[A[;'+R&A_M0WY>H_Y'LR\VTM][ZME M'MI[/T\!:80>,!)C>*_J@2F$L*ER8%Q]P-D%C+//QKB\L8K69*6RHT\GOT"+ M@>BGCYB6O.SR_.CTXN/9^>]8+BT44V7.C(DJ9[/VV$)9I^T1+U/R7X$"Y2!> M8PFUIT?;^/[^>?0(SOE`?=RVS\Y9]./YX M\O[DDJL+V-GGRY.STPMV=/J!?3DZAW%>7DCLW5C/V/*+JK$MJEI+SO/BNEU, MK7;)B2`TU+;#C6!H>\&?A]$=PGS MDR1SX0(6]4L7NJ&'PWWU3P;=]'V!S@+M)%)6RM*(B<$PB!X$RNCYL>BE49S( MWX$M)5F0HAUCH^E8+NQ:Q""&B`=^"G;-LA!L4UZ"HATP'(2X%W'/3^`C+)W` M^E',A`L"ER4`L9DG4FPGA&:N'F0;[R(@$NSS0R'0`?M#)"DP'(M1&;&D(!`3 MA*CR< MU4;C!+%QH#!!H&3L/Y'MH("R)?5C;`7Z56W,.`.".ZKB+&0?Q56`6,>^\[BAN-@TD.`/TQUE,`4 MQ1$$'UZBYL1%(-[B[,+4]22"$"0H*0SA",`=@GM*?73+GV/1%X`0CTG?P]G0 MC3$&R03[SL#BI-,2EGZ@RNB4I1QF,1IGBH!PH4,`GY]BIY^SN`!% M2G3GIS?@TN/4A6'X(%$B`3S37_[+>*8G^;$'BN2.8[!IN;A$_UU>@'.FV:(R MYT2C*'5/6AV2D7L-LEZC&D%Y[A!T?.\/X"V8DLG;ALP[R1+9&5X!E#$`.Y=J M5+PP+9*TXEY)^7X(/:Y#V/F5O+P,HWC2()`>@X8#P20R'&@U9%R8!H*0)6_ MGS\U'-T4?`L_LHU_%_T^,HW*=:7ST"!]Q`C>)43/@\D!.Y*-'V7769*.":0\ M2CD^KSR`NWD#;/&VZ>`V7"&S]`%B+$J"Q`("A.!3$''24I4KB*-;'U%()/]X M3/,T[>5N/9F8.9@!H!HT$`5R^-X-Q#/0DBXZ>$#CFXNO:>TJUAHC-!B_)Z$9"R&!<7T?22E7`VQ7(0!GH!4QLXBG50N_JJ@ M!RDVX+^`*Q*#; MZBC9?2D$J$B2*#1TZP,X\_#O>5WD3C!O]#!7B*\H6-SFPTPR("+5]`&.=^3" M\:KSLNSGN+I-2FB6K.`)UPL@+@6Z*6E5A@`PJZCST1706\M14D@/\EL&VK/L M@LU06O1*A3Y"D203/Y9RNW'@@Z'`V_VC'UC;8#TPEM"#P.61AMD^.`_3JG"A MTO?DA,$(`1Y_@43*3HLIN#A^K\QF_]T/\E=]OP\HO8Q=3^'L@;G]PJ)+%@#. M4*U0BFD\?@__=]-9=5^4\`_^"[WHE<@E0%<:3WQ>$K*?Q0B;8E*)K!\EZV=C MM'Q>\E5<#D&U1:/B-WP?9H,KA'G,79#.M%17`B_/ MY1I#Y]&PD)?1X'I_02-I!SKC:./I$KX%$EL`N3#4?RO>I=6X".'](+,FUAMJZ5GKIXG M/2Q'?HN0+F(VB'`VE?AR_225CO4=W9Y:YTK',A'LC^*DD49!J``(/F7?F7G4 MCVIT\PL"Y"@Y&"DGKK_%O:_6\#/ST\^CV&>=-<+ZI-CI4"492UZ5JWXJ=*@B M7\D:7M93M%R$V9/M-@#`PH^2O.GYC6&/ M8\4`)$T;YZ,DQ%A]MR)0_=Q%6>#A+V$"KV(9'N<3'N3#B[-``4H&]1(SHO!Z M4K.C5J3OQ=5:C,LGUU,@5XZE6(.\C^)AI*BVM*$'$+X"KY7*J`P[9F@1$]8, M+]RI[A%U"%J4\BI+\Q7/P$_'*B_D!.E[O2@+4P5&X::#DH+,,@B<;.):>MD=.([D)E(G*66@>'AZ/ES#Q&FPD/HRQ%,,A! MC[:4@L+M70/+P1>YSG,EE'?O'N%*>0E2;S:<'`I<.*.(&Q&,V!#6Z('?DS]5 M(^7CN!'6L[A5Z%Y/^$F8,PS=).(*54Z`_(F%O`!O(CT$M',;I6+;N(#\R),HC!X*%0C(Z=T/%M/]XI,4M(-=@[3@7@48N1;WD$$U?N,/V:<15IX:'<`S#11XP0,(#$ZEVX+X*5$&`*&[#_^!V5(CFJ\`N86: M!Z(0714Q[P'[[U"JY@&P"RL"3PJ$.[-)$@69)IET'*/AK9^DKSP#(J*?@9WDW7KB:F9W>+1F&JK; M0@4QE0:$2QQ0KI"(OQMS07Z/YPDK`"?U-TXCL"0R6S0?$M)$)A0XU?K<7RGF MSJ>5YUW("9H0>%96'-U?68B7)R,?S"7`!\AHXYV1TBYE*N,T\\""GH(LP7W\ M\=('C2`+AZ[OC>%%\>KC\>JC^WFY,<'"ABG3&>/:R_LKG\9V@/ M;J$"8!/X92+W#/#VS6@E6PRJ;`OP.KI6?"%92@:Y?5R=@I`P!RIH4.19A3FQ M8T\DO=B_PAVWJ^CV\=A.1LHX-X7@>+-+K=F$(IF'DI+TKI;EAZ"//2XZ; MW,PH6!5,$=[)X0_EC>@)GBHZ]$-P:T&@EHZY^>/."\SA*.J5M^DA'H4810Q+ M2XV\K1]4[%M$Q`[8]\7E^?'1[U^._LQOEG9:;]E1ED8#N:ZYR.)K<,H!^Q@` M2;$/?C*,$GA[\9#`VC91D2ROMHK"KM6&JAQIH<\!8/Y*E'0X"GH+_^XQZ\!1 M1#1++CY@R^56;PGND(,[&H>9RQU8[I%//OTC6DODI9P M=/&>=);_=+P4C>TN1&J=R?_?_VKK;);=M:?[\S_0^\ MCE.G,]A=@N^R4\^XCITX=>R,[3;3^Z7#E;@K-I*HDM2N-[_^X@`D14J0%I)( M")0P4S-R'X\]8TJL'S$+5'N!_I/N"2&,)5ON%M,)X^=P1KO` M-`2WZ`7U4;)NOC1^`ZI.ILUB.IDF(^KSNR`S6S8OG+W%D+#E-;-KS/JS%K(Y M'NQV&N5I$M*;J+.9N8PT3>*K;ZE!U4[+D.IRS':Z(+IB6C"3E;&NJUQ)Z4O$ MSQI,BL*E1,"L@,<%D"CXA@QV-($IECFZV$Q*2=HT"F=9QLHP2D8`"$MCKOI>1S?)DHL6]F?*9O3R;2-8I1$YJ%NE MN8AZ1L=GFI0^P(*)ENH;?9T76D28YBI-J()[J*V`AA(>6.[17U-&=A-1%EDT M$I`PB>B,>,<)LT'-5Y8+$K(6RZ-JL9?&V>\7-Q#U$D/4-WD,_9U8/>K?J;97 MZD-`QJ1R1E'_"'.)U'J(DNB-:&S8?=(0Q':IZ(;5Y`$5AFY">QJ:3WZK&4,& MN'I[\E4`@M\CG`P7,$CK,\AVW4@CLF;,F.NB/JS7T#6E?%D9Q457Z'?0>;"O M!5HT*SPOU496S9=3.MV)(0A9."9Y\'\6HUOXD^Z)E_0?`0^&Q3L$D12NMMJ> MYE)48HAOV)MK/8)6VLX"T7B]7W;OL'16UL9U^>@"`S>+?)%&VE#S#?7GF'H9 M-ML"MFYI&+;YXAJ8<5YLLHUCB!IZ0&M#/:9;D6#5P)4Q6GU,85[+)0-5`%@3 M5L];V;.K[UKGX>\L/FA"!GX6LO!#"`\"A_5RAJ&TFXY_W?C1:)K**D[BFR5* MBXL9G+,"8'=`=6HM)RA;AMXLX5IJ67-N`>#&L-QC8M%E6-46T#9J9L.:\;=` M`+]8R9//V#6R*<'VQ3"<&^#@'=)@I&H^)<*;'V#2F\>B" MQ1VNWUS,J1^_O#;^1A;!8):+B$86E#F]IOME13P$[9.2<]T78=;5]%7V/UEK MLZ<.Z5KV!I:S\8PNG#F!H(U1KFW1-68!.D;DKFL&52+1/"'&BGS.[Z-B$Z:< M3*@[I!S/270+OC#RU7JKBL;`>K9TZ)0TG+P*V'`M6K7>RB5VV+Y(HVW+-Q*K M6FR_`(.^IVX2:L8F$S;I0;P"W#D%,,U0+,#Z_-%@SD:#.5\:;\N]O!*G=9_[)$NVD^85'@[;,ZR[:HLX`:WK MFFJS!Y9AKVPWIPI#?Y1U-X10@((WVG,&?)P.5>&!O:*#=Q!#UV97C"%27E?M MJS=)8,GA&(B95XEYT"_&11!S00?9'@"QBO3ZI1*N'@9AVR3#PC*6`3&-#6*T MAJV.UE9Q?E(KJKK^+!6WE<75R?KS_UDY@Z@?LNG=YQEB[=Y_S+U?T9-LZ08V M.&Y@[C17KD:$/'<,^'2_OFXM(.@LI59LPSR&-LQ_:/.JDBXY](S"'7S"C,L- M!"BX@7A''?CGIXCQ@6&ZC\IS%L&WC4!1"#F$=3-L7D/X-7F)KY31/M5G/ M/Q^RF-.]_I4#4+QFT"7MAB"Z9A,W'3:ZQ+58`^:\:*QM6`0Y98CYE"QVZ381.W9:BUE=FXHJ&DQ6^S#+$J$@ MRJF(>ZC:2-=!N"U7AD3-9&XQ%(;.[O&ABT MC7C41@!:?@G)(&RS%M42F').\EXA\^$C[%@H736OHM M?'@E6,H37^58!NN1MW#W1B/;.+H+)W=K,5SK4*)Q`-O#WLOA1]LQ%^QNA,R@ MT;A-J+:1ZV/D6(,]S)RKS9R`F7M%NFQ2F+;FC@_DG0:U?U: M=0]5P:A?\-YKVS:R[7W>RX".FW:.+A996UZ_^O8I=CUD.781\_L48X2]`771%`SK13G:Y+L/A&51CR*4 M`T<5JRHCCZM01?(0["$S<`2A40`"FW62^7'6H)?E2V"3Y(?TTO@<3A=DO?93 MDB9D?O_#N!\GRP;8+C%[GEV\7N-F*V[`L/^\(+U-9T!5%EJ8SFG0XS*[WL MU>F1\H05'$7(FU&DW-$68;U4?Z;1K-RT7QUJ^+;]93#0>XA@V/:.9TP?, M0^TQ93H0XTMYO*(N2BV^AFTI%%O,E0K37?(J>5%AG4&G!V;9>]5YKW+KH7Z" ML&$/L`FV``6#C2N2?)PFB]MQL1G'^F2UJ?0]'G()!?6#ZDELI^6>96*@!DVH M6[1EV619/@[S9'=C4AT44L2:7.)&JB01:Y)79Y+:M2/K9H3.W)=6T\%ZG^QG M+&H:7N^$/13<*DX%[JS>CY`SK6Q\98-@FMNT3&ZX)8JD('>K^[MPS,^\]`D) MA\V(2]/Y=O-6E?GMZB:5"T?*4\/SOMV^7T4;Y\*E9'XN'6'(]WY'-/D'MK] MLO/0E,REVHMPD#&HK'#)L6NV?!F*Q6X,J2FF,:&586=93*C+AL;Z(NP&"-M8 M&]A#MHNJ))^;U(G+3G"1E*]T+:WPR]7,H1S'"RZ1L^8K$O.!D/G19^!B ML?OT_H*9UOV@Q+`,Q[]37VACM"'4EQ'>C$SXZ3+(.32NTWAT&QF3A+ZYR`=' MKOTA&C9<""$["T_/P=,4$/%*+VBT/+*_:.,MB4"7^5K6,WQN2@VRGM>`#?KR M64L=#V>S!1N= MM-0$-9E,F5^-P((F/X9%Y-(_DQ=.L6K,JYTDRVTL$!OY:XR[."S/X*SPH*1, M^C@-XUGA7:@M;L,?&UQ4(U3R2[T.&R<#.@XV*:> M"[;,!;!S/-ALAO1D(`N*?!KKF#ZR\>[!1"94^(4G??[X=^-7`AY(UH2,]^]? M(P%ZVF2T--G+2CAW,\B4+GYL%/B>AD`K[D:'YV[$EXY3N!M]=V=W(VSD"[H; M0=$/=#>:;N"5.XN![6N'XV,`X98F*\0WGJT\_AEZEL&#GQ7=M%+"S&A4+OM" M)PJH$L22H4VG81K_P8ZI+S/^+E,@P^`VXLAE[:ZSAE/HUE8;LVSIK1M__SU:=WKV!,9H3LA),2\5_^]?[- M\KN54VFUL;\@4(`R;CD/!8VO5E%0:=\C$%CM(^.?;SY]>??ZU?M2;E:SL+CP MMS?L-67+UP$D4-]OO=#[(X.\"I/]BGU"LHK%M*YOA80,`ILD?ZQ:XUKC-D-X MI9G#!'J*8-#>^1VZ`W0'Z`X0JFC:,#2;#?O[=Q_>7/RT8MYJQC$0MHU0J;*C MX51AR+954L9DHLJ223SBHZOE/EZBQ]]57+895M1%U)TOM_.K,GVGI<*K9;'% MAU,CBX^LG2>%#U4*FZ)HF>Y_J?U?5,@VWI0N/5;D1H^"UH(SZO\]M*`YVU7= M\.KUWW_\]/$?'WZX>/WQ_4?RCOMQG$=/-@U>([%-TU?`7]M#M?F+_<;T8S.! M=Q4%4@0O6/T#W3JA4*`A*>3$;*LEV$*>9R/7\P1;0N%V`>Z5/W M6#?]]M.[+V\N/O_ZZC51,R5Z32.I8R29E^9`8TACZ)"6V"["MD7^:6NDD72@ M-<+VR6!(E`I^,QQ&TX$=B0$5C M,A122654KKLMN``-K`&R!Z>SE-9(.I([1@<$:`P=UA+;09YCH\#22-)(.I0J MGLY>E8X!U:K1GFJX"&,7F=XA2RFU]$,#Z5@V5F-(8^BP]2?"-B%\)Q2]IX%T M)&-TD(-;+0SUS_>G(T"5U8SOG(&+?*\'#CX=<*4TD,Q+^W36U!I#1S)&"/L8 M^78/3NAJ&.-#DASU#+[U M!<(5+5.X_%B_IZTZG/3!91E.;G6;1KN[*?^YI1O/K13GJWRU#K.-D>U@Y#O8 M6"E^FD;&S6(R>3#NH@SJWD(UU.$B38DI(U\6%9=II8(%!.N+(I7 M\*LRF_1)G,O3:!K&,UI<-V)5O8-+?U!6X7TUF2R+L7(;5VO2I4&K5F5;^>/KC>939I1&8\ MM5T+^9Y%?WY*NM`/D$NZ$6J*SZ-A'M]%DP=60[HL80PUI)]:+CTV![(M9K66 M-%H8?86_H3]8]?(\`51=%)(V1RD?0P'L-*(W#8NKKZ.ZE,D=+8>^UMVLD"TT M)9S/T^0KK8),>A0'16?H0L5\)=I<3K@H:[^@5:2Y5823+3Z-3NH'KTX4NCRN M+H\KPB?VXFWG4AOT[#O@T M_ZWDAF79N4\5%7\?W[13=DZE."[,PYM6C,)BV]*N6`5UP[(\Y!QTD%DM]=`P.LY:Z/*@Q#IJ M8:B7%%8XLY76"YGFU;%0<$+L0\-(F]=S9;":ORJH&1AA'0VK@=2&DV!P.M-T M/QFLCH9542]<5YM7#:/#&:QPG)#Z&.HK@PTTA550-;!G(?+O9+1#P^A8%O9T MSJSTDL!:HBQ)ZX5$O;!T.@(-HU;,Z^E,T3TEL)9HF)S6#(F:82,3#Y`KG"I" M??700#J2B?7.ST>@%H/5#@(%]4(S6`VC=LSKZ4S1?66P>H]+0*&6JZ%6NU=3[$%#VS7NA_HF=D'#\17W%%`LT,4]:&C;D\LA>WO]PO#!U)XK MKDW$'26+Z\EJ`?&.YYXO21Y.#L'76L.55%IFT3>U526MW=[2=C<>;629-G(/ M.MV_$RB.K[TG@6:13NY#2]LMD'DV&.ZC]_ZW,$W#6:YK%ZON**BU9-\X MT)C2F%)N/7`,5[^N7:RBGM@Z4D6CZ/"`ITM'N_J/;5]UZ3<55<-"9F`C6WBC M6WW]T$`Z"I!VJ)ZK/H;ZR6!U**"">N$C'SNZ?K$&TL%+H7,LK:D8B16N(*TU M0R:'U>=9-(S:,+#NZ83L]Y+!ZI3N*NH%=I%-*.S@A`[3:B0=R\+JG&W'MK'" M24>T:DA4#6`7UPK;U)I>&40L$]@R+ M$JE&8`?:PBJH&ACYOHD";6,UD`ZVL>?G)%"*PNJZ&2KJ1>`C5V]R:10=&J;E MG0Z&>LI@=59W%37#]G5:(0VC%@RL<$YQ]3'43_JJ<[HKJ!<80VEX'4*@872@ M=\`Z'0SUE+_:FL"JJ!H8>1"J%6@/K`;28;$HNG+QKCGDY.7%](5K\O4WH:!. MB[G.>QP+F<+E5/J?4_`48*SS8O)."1]"W_N%X:Z2,NO,F!*,>A]R"!)J5RXQ9MXI7>4B:M/Q8OX?_4N/MQP]?+MZ^^N7=^W\] M_Q)/H\SX$-T;GY)I.'M!?_O\[O_>%'9O?52>R'^72*:WFV26EPVHO]1XMO+: M9^A9%J7QS;.B<'SVX^?R)>S9+8Z M&UGF_.L+XY=7GWY\]X$[-SGP>_G5IW<__E1.8=`"]O(K;!'DKK00L2^0\1FZ M8OF(+Q]_I:U[8H23^';VUR>`;MHOG_.$&,IDGL?)+#/"V9Q& M1C(S[L(T3A:9,0IS\K:;-)D:/R\F#T0.[!AY0C[,(O+!?7G:)Y'TVORBT]?CS4XN@"'?<`0_1P2`*4/!G;I"-EZA/88H7`:S4;D M7VXD-T9.KGR=3.?A[(%-:H&%_1<9]*YE,%O[;@:38'P7&;].R.UD"*LQAKO) M`$8I^9$\K!C.VK#?)*D19]DB),^`.]VUL0<57WUD/B:_0-/AH9-X&NWX\N.:+B-FG8^+ M)[QN3.[#.MQS^LRE:<'/QTQN&4$#D"M*QV[`49+ZC_^9;P/=;\;19DD[#":^B:<9FZ5NP9W7O26DI5GT4#&3%BX83`A3VHE6LDJ>DA+']]8GY MA'"=R02\;@2/U>=Y.!H5GVL.Z<=]1]^,G)$Y#"K''3.8U;=^&[XH74EJZVHKANK1F5X=W-0=93(8V[`C0U9]W)RSQ,`-M$ M:/L\Y-5CO"9OV_R#RS/L%6=^^^ M!=%7)!ZB?2<&NU6MW!&"'(*S"R(_TT6ZQJ3&I#J8_#6-A]$^D-QU`ML'J;P8 M$.YX5*-:1:&H,U]M&(!J=0Z;/>L#(,42B,)=2O=J24]/TCUM&0WY$58@!R_S M9N^H0P+1/;T?@_-!V_E(VM%4]%3/0Y)L5IDC7-NK1[585:))Q^+X^-N!9N+^ MJ'=7G:OE/"TYI1AKUST!@JF1IN74>9><^[Y60U529XRRXP=:)[5'YJG M?0%:4L5,]@`YOE\5.NVMX=9XTY)J28]&^_PRZM(U7QAE26MM3'K+`Q59A>S` M`NW^L$"]E-5R*F.[L8\&)D;8]?MMLS78M)Q:3NG$SW,;S,]V^K[1JZH'<"UI MEO8$KG%`IP4.V%X_*[;4Z"2^6$M\^JM[!P6>BTROJZV=\].X\Y/X9#3N_"26 M%1_8X)%65RSR9%5O/SYID9ZNY1C47L4Z*)>)4]N@E&UUM5*KF$?,GY:YIS)+ M,?JVC2S31JZYU[I-V-B?Q(!H8Z,5[\@G7,S&KJB%_/`/%7I?I]?2:%,&;3K1U[X< M7B?Z.DL[<&(*H%..J3DN6CM4&`6=_.S<@Y3V.QMQG%@X9;I7!4MT;GVN.UE9 MSW*]JG!O`VV5&0,-=&W!3[+/96X.GEO?[KDEZ'O::JMOM55=[BBR'2Z^V.E3 MIF=%.O>,)DI%>EQWL:*SI:W3$&J,]Z:+M>'6H#ZY+M9I($\5X*JN<7JWP.Q7 MHG%ENO>,IDME^EQWLK)3IH4<-T"VO5<:,W4F3F5&04-=V_"3['/=R>T7RJ3)_K M3E9V3K5,9'H!61#MY5519^949A@TUK41/\D^UYVLK!&'VGC;%T9XH*OGJ:\& MJI=OZ=GRM)_%6Q3I9!6F6,GE#A3I>=W5BD^W%L*VC8+]-J+5*R>AR%@VV2R3Z6.D"(#I=Z*2FX!H]XM;7MLW%)'Q(%OGSF_AK M-'HA5!EJN0YD$*D$J/^9+O\L6_S]U2*[N`W#^?//>3+\?9Q,2..R-_]=Q/G# MAR2/?HBSX23)%FGT)?J:_VU"KGGYI__YT_]\_[\7%V^3)(=KC,_1,(^3F?$I MNKFXH#\;QO>3>/;[\QMRR8Q<\IY\,+[2K]($9![G^?SYU=7]_?WEU^MT6:=I7\/,57/BDN#Y_F)/KR+F[>3",$_2\LM)>!U-Z+?_)A=>%4U>;?0.#2YO(2^83LCC86"BV<4_ M/C>;D499LDB'T4H[WGX@S7CY91P9L\7T.DJ-Y,;(:&T&8T&$3BD-J]]:!GF\X=G(#6QD M63Z]R/&1/W"1;UK(("^?P[#>19.'2P/:1G2:?`&OR,FGHGWY.,R-^V0Q&1G7 MD1%GV2(:&8LY`4/T-4J'<19181;#,;_]8]+HZRB"RX>3!1E@XR9-IO0-PW`R M7$Q"BBSRC%$\6>3D=X+&S)@326@+R,W#<$'>DH^3K&H5_$`>'U_0FX@,E]]? M-89VPXB_2H>-\0K3X1.CT- M0F.>`C.9Q/E?2J4D$SH8!V(OGA)&Y/DU)29&8)A,Y]$L8^I^DZ1$S\.9<;L( MP4Y$Y/;K!V,:SL+;:$H6&>VKL[L^X*[$`?=$!]Q78\#])R]?'WG$_/41\R6. MF"\Z8@,U1FP`(S:[(^RNF%"']%,>`RF%)W<^8(/U`1O(&S#+%*:$JG!"0@K? MD3'*SQ,E]6^2')[$\^N-9PFP/M\5_>!)+9$"6,.'#6RC0P1)+I`"6(RRQ MIXA]\IZ\?$OF_7GX0`T4F5/F80Y_3:+;<`+&)^O`^GB<P MV3PEPBR(X2%_9S'I9KHT:=\"69R9PI+)?P;"8]42_^%*+)'_V,+8]=DM<2">Q+9$#N0(LSY[ M"P`M;J-#!9;H?Q'?"K9;8EN<)/&'+ MZVQA3U+UTGGR\LUT/DG8CDQXFT9T,[^#?9BE#Z`V.!*9GB>\>'%:(CY(H$B5$VE&;)CK`((>+.A*IF2]N$EMB*ER))5(57WA]Y;;D%>))[$J< MZ'UA2+1YNX'5(;5QZU\<6C3=P.=]1<>=3&%X\V<5MR#/%F M3U<>7_#%XS;@RF"&Y,H]%B&$%8*KZRC8D/EQ.O MX0B=)FH;PC'!Z;TW-M-/"3_C?X+83R%8@^3C,86 MWL?Y&,XG0@1T'GZ%8UZCNW`V),\@%J)F`MAQ-7KK3^\?5OB<=B/)X_A$IP)&Q.O)<+'%5D> MX<,#\=,`WA;&)U6U[-:.B/Z\F$6&;=*#H`Z]N/Z-O3P:&I!_F%X0.,BV3&3Y MGCX9^BBX;0ZXY7%[`F[A1;K7$M7EBBR/ZA*1A=>L7DO>0*[(\A@@$5EXT>JU MM!'*%5F>N\TR!^*CO(7U2K7:P9.7KT;_661@H."0)-@OPH&B%&P2I%PP:%1D M9L2$>T#^.3@@2\VQA]A.&EC%Y=8:^[(+JQ5P!E<>OR>#*XQGOR77(D]D7Q[Q M(B(+$WR_)=\B5V1YOD4BLC#7]-OBFCR1Y7%-(K+XX>Z6O(M4Q$"*R\.ZX MWY)[D2NR//R/-)E85-XW>BW1;IX M(DLD7=@47DWX+;D:N2)+I"+8%.:9?DN^1J[(\GR-1&1A]A5TR+X"B>P+F\+L M*^B0?042V1V%AACWHD'L-9'(O+,RP!QURKX%,[H6%&?:@0^XUD,F]Q`,8!AURKX%, M[B6^ES[HD'L-9'(O\>25@PZYUT`F]]HA^V.'W&L@T_.%A1GVH$/R-9#I^<+" M#'O0(?L:R&1?XG$Q@P[9UT`F^]HAG:39(?VJN99E""V>4=+LD(#5G,LRA!9/ M*FEV2,%J[N7N5Y"N*VS$J`^X.Z$E1D"YXF=5J1>X.Z%E\K`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`R&9DGSLC:JB?`%UHF(_/$&=FVD@*'"RV3D7GB MC,SIDI$Y,AF9>+4,W%:I`K[0,AF9>,$,W%:U`J[0$LL56%B\)@5NJV`!7VB9 MC$R\+`5NJV8!7VB9C,P79V1ME2W@"RV3D?GBC*RMR@5\H64R,E^&UL550)``.8FB54F)HE5'5X"P`!!"4. M```$.0$``.5=;6\B.1+^OM+^AS[V,R$D.[,[TX`0P&?DNEQN>NIIVR7R]7.^]_G@>\\4ZF8X!]J MS;/SFD.Y*SS&1Q]J7_JW]5]KSN^__?C#^W_5Z\XGRJDD(?6:9XUS]XZ\,O%9;U')_6+\^;/SK_/?[EZ\_:J^>8_SG];]_]S;GI]I^[, M9K,S#WH(HQ[.7!$X];I^C\_XTX`HZH!B7'VHC<-P7//=NW>-Z'^A MJ6)7*I*_$RX)(U.5ZN44MM#_JJ^;U?6C>O.B?MD\FRNO!C9PG/=2^/21#IU( M@:MP,:$?:HH%$U\K'CT;2SJ$9T\^C\Q\_O;R7,O_U`'V`MHGV`"4\2Q@/J,9?XVO0-W:Z1D&R`'AMJ\I'XVM*],:5A55U2LEO0IC<-`B(7 MW6&/C3@;PNMXV')=,>4A^/J#\)G+J&K3D#"_JK85^_[>:)J[A-/<"IZ8[[V. M@KP.MF%GF*%H0'FHNL/N1$]^,/@KNT=!)UO6[YJH\:TO9INH%^OCNWGI3KPS MIC](NU,_,OH=:)O`0>`&]4.U?A*9O'[>7"T@/ZT>?^WP9^!4R,5G&J[[]\F` M^M%;O^8W6QMM3ZK>,L[4F'J?A/"4C=(I@9CZ,=9;,HF$2'?=-_R:H3RY6*]: M-)3F6_=69S!:UO)#*0*3/5>O%7;J3Q5H(B;Z+<2O.4)Z5$)0!C'9C++1.(3? M]T[1(YG=PWPA&?&M&$JV/S2"DMKG\W.!BI\_A7SJ\`BP4(4*\G&147L7%?'0'JE\3*1=#(6=$&L.`2KU@ MY#?AJZ6TFM`=%-?AF,I*M"X%CH#!)1#$<41&Y3^(/UW:V8=]X2IU9LU;!*R>WOJ\0I"`1L8-AP0JN"=C?T;6DUB@YR M?0#0\@*=@PPUA&>Z@F!:HJT=]?PGXGL@G&D-K"D(,0@?-H0F8=99W'XGXD$JJPG+F,BT/FJX, MFGR.?L;`T2?8'.L`H,O;5++G:(KO<)CLI]'F&(*$!TE#,C>M@]9='#2K]C#S MZ7Z#+>WQ4N"PAZR'?CFPH'_<_#T%<_I:J0>PK/`@+)64*-JFRY^F#4ZE;O8S MQ,`SM'ZPY7EF0-K'Q1=%0;D79W3!E:)\V[70%1-3>!:OC3'E>S;J&,$FY#5N MD!Z8FYH!<2"+(S>XQQWJ%@9.CKM4LP1B_VC3B:0NBP`;SR+BS8Z6V21,Q+N; MCE)3?4+2'4;N!A/@GT1*`C/?K9`]*I^92U577ON$!<;"E6K]'"WQ%>VPDRU3 M03)1KVKA(A8G:EVI!WK=$TY&42P&^JZ5+$HK5N[FZ+A^G1D0[[QZ8R(I+#'4 M@Y5'[S_*9O$B@:.CN@QP^?YJ>^,7]%U]TM,=MEQ7@K?%#L@A:B`39C@.L!8_ M.A*KP<^G]"V&<=H*A`S9/Q'*[K!-!V&;J:BX'?;[`9L&AB%K(7MTQ%?`GL_Z M+QA8/Y6\V&Y]8-.%R=%<`N(ZI@718_5G("NPY/ MR#OL#%+@-DVD;O-9A%0]D(6>WJZG@(N;/SVTDC\AI\C%7^`#.))ZA>O<"D5? M$N]U<4*R@Q-R@GP#%'@!DIJ''`RI?6]5'\B(GY8'9.`7\(\BJY=%L%[65A7& MEIHJ3:BQKPPQ!6W'-/%(B=!K\WXO43!;?[\\R!7F]]U/=OR`=7W@.HG ME6?S\@Z/UB]>:Q#$I6/YD&(%S)7](R%[8JZ0P&Y=6_;=/]U)W@.\AT]V2O>> M.1O,[ZY>^5%;JAT"9T\:-E-'E=07<3":OTEKA=']7#!`]15!U3_FRLBC82SE M:YE;+.S@("8T6ZBCY^7R$684.Q3ZS"@0)Y0WO>T8-2M)K5&G9**BEMQBEO(A M9"5]*)Q9@<$=;N]D.[GA8P0"F[0;I,$,$PL:')>N[#?YTTC)%I MH.U,O?CWT/"[3R/;,&=K[*VX*I(Y-+J*<"!.+O;& M$%WJ`H>/A#_="<)5=*/AR_Q@8,Y"]J`8M,"#.+>8^LJA?.`5"1P49T4@=G*S MRY:"Q%A)T6?!W?)`L4``%U&%P6*!]CM9Q@KNWLG.S:!)\0BQD,%M>PL`B->D MEQL^DKJ7CY122=RT6<-`O`Q5RJZ4Y%,04%0I39'7$G&T'BM7*RVHR31%0),] M,5GU,>]V/8\M]7H@S.OPU=5F=D69-L('19T-(,1CK`UQJ2^B''TO)"-ZHV_T MGTBF/S(:,I>%\1.`J61\E)8P+G>;=WY0SK`-P/8U_/D')>\;6K4!432RW/\! M4$L#!!0````(`/IF.D6IKHM\:G4``*,-"``5`!P`&UL550)``.8FB54F)HE5'5X"P`!!"4.```$.0$``.V]6W/DMM(M^#X1 M\Q\\/L_M5DFMFV/[.U&MB[?.=$LZ4GE[3DQ,5%`L2.(VBY1)EBY[8O[[)%@W M5A43-R9(@/:+K98(,%%1.(?__U]&O_PRK(\2I-??AS\M/?C#RP)TTF4 M//WRXV^CRT\G/_[PW__K?__?_O%_?/KTPZ\L85E0L,D/#Q\_G`=%,,J"\(]\ M6?Z'P4^#GXY^@!_V#S[=LY=/^WN#+S_\WWO'/Q\>_3PX_']^^'^'W_^_'R[N M1S]\^N'M[>VG"=10E#7\%*;3'SY]XN^)H^2/AR!G/X!A2?[+C\]%\?+SY\_\ M^?>'+/XIS9X^[^_M'7Q>/OCC_,F?W_-HX^FW@^6S@\__U_=O]^$SFP:?HB0O M@B1?B[_"H_FT<]Y6?Y;&@9%Z2JI73^@3_!_?5H^]HG_ZM-@ M_]/!X*?W?+*R"YZ9%*O75"LX_#S_XX_@KA]^^$>6QNR./?Y0VOIS\?'"?ODQ MCZ8O,<=8_NXY8X_PNS_BI&1D[^A@C[_JOWT-8NZ*^V?&BOS''WA%O]U=;4![ MB-))%D3)E$VB,(@Y3Y_Y>L"*)8UUK-NMM&,[`)9]`^GA%[+V9!;!/5ZA4$V,[9*XO3 MERE+BOLB>&(W+[R7@Z^\&1[U:BGX*=+PC^5%1_NKFI7SC,)G\ M'F09>-3T"]*OGP#51B]S&V3@RF=6<,N:=%=;%77A?>TOWN`%7>#:MXUKOQM< MACV:\6L(,'Y+\_R69??/T-K-OOG:&NQ89N9?444$=E[!1'C*1L&[Z;2CK@(K M=IFY3U`/")LL@K9J)1["S('^^C-.W)@-8I0Z* M=7\:EM\,S,,OD@*^JJOD,ON]875D7R#1915KKA/GB-DJ?\%A:T3;]` ME2H);#]+I].H*"D$_YREI9[#DL:"D4:])`K8"SS%WQ;$RW;(-?"&FI=:I2O[ M@RQ<0EC\6'W72B:.DN+S))I^7CSS.8CC'Z68$<%ZJ3=SI?JP=$596U.3X&>6 M\&V#3Q/V&,SB@M#`FKH)S4VG0*4=:Q=5-S:VK.?3E$T?6$9IZ6:]3U-34[28DCZ+2TK7!D&+39*(CYP?(/J-EX$O0%+)FRR?!6W MR&2[IMPX@E?%:;A1?\QWM]*L%DF)XC'('THHL_S34Q"\?.8]Y&<6%_GR-V6? M^6EOL-C.^F^+7X]7HSB`8E?P8[Y\2QP\L+A\]QA_>'Q<$?XZLGP4/*Q9%EE= M/C@^.MVP>$WK,-NT'9K6LM9%*]/JSQ^S=*KDOL4[4ZG5LQPL2$N-DH\]:09S MQ%]^A#73O.W^',)("TWQ8CYP0?MG3_R']=_C-&>37WZ$)0GKG+6S.,CSQ71W M^!XI-;OM,N/C/8M<"GI!`;=KNB2\UH*II[BS;ZQJX_G&\%I#T^[#X^.!17ZP MD5]`3JW/ZWE"T-03=.`O0>.=F9A-HC9GE!:96L.J9^Q+9QT@RV`=-+R%*EF6 ML4EI]O>-"6%=%XB7&@\&1U8_L[HYZRYSR/>"=()2./6L'7;%VC#/88(V?,AY M7%0A(&KSP?'Q0??,:$T[:NROI^*H6RK.9AD7Q909V7I^/-C;=X":&F^+:*D' M4<_/<6=#4I`_<]D'_L?I7$,]$TW6E\N/C+ZZP5T\* M,E0I8ZLG]:2SCVX>[Y7?L9"!V3#%O6;%`KGHVQ,4&Q\?^DBA%%(]5 MO()E:?8!9@J8JCXV/C[RD9D=",AZ>:\K*F"Z\Q)$DXOW%Y@.,^@';HIGEFT` M%3"D4'I\?.PC<:K($#X'3LQ$5&<@X^,3'SG:Q8"PT9E6<9NE+RPK/OAN6;G? M!P-L&>0K[OA$Q<;'-K5"ZCFB%`G"6&?BQ552!,E3!$/H'"/8>?$>QC-^R.77 M-)V\16LUM7;(DA8FLW89!>HF+#Z,N,3!V00<\X$H)!= MYLZ$D?OG-"M&+)M^#9(_OJ5!>02KVD.(=L9D9;F?_/WX5.$AE':FC9PO=O;N MV"M+9@K]9GV!\8D#BI8A=0)$"%N=:2=:'69=I^*`IF7($H(&8:@SK80?:1LM MCK1=ITDH9ZFVP/C$`46+8C6`HT.8,]!&=F/-^6]JQE:P`/]LI&7&IPYH5`TX M40.(T-*9A'+.LN@U**)7MFFS_,N2E!R?.B!R$7QB*C`14EU03]0&L/&I`^H6 MK3I20D*(Z5`,08\$"940M-1X,#AT:VIH2IT<)$)F9YJ(D=XL\,VI6XJ6*9$2 MA`B+G6DEF\&7LJBLFJ=YI*8#VK+$[=A>*08'"?#N3!OAW4.:*'&T_>CXU%=Z M:I$@S'07_C&91'-C;H-H)\+H8G0#] MY\VCT58/3.MEC-4Z4(W(?0IO_/@F.#RM7\EX8+(5U\!\[`2U7@4P@;;9H]4> MK39U;HV"J8FS5X>Q[T.6!%F4JA[$KCX/[K#9&2J=PC8A$!O;4(B.G&OA; MDK^P$/#"Y$EV`A@M`PBM;@SI']7>]3]"F!B28^>UR4ES]/@V"7O.GN%>G32Z M!#?GSVS"@[-%'6=]`1B*.MPJHADZ51`Z=I9[9>I=\/8=VFL6!;$2>=7G`5F' M.T>6N-L%Z-C9[Y6EOZ?9'U?);9:&+%?B;J,`8.MPR\$2>34('3L9;G(4==!E M^+HEIE:XA(>\75Y8#[Q=69O(RPZLK/>]6%D?U,<&:>+LP\H:/8OY]6,$[Y:L MLQ5*@ZN\6W7OHZMN9<".K<%1N[G5TH6=0FE`[<:Z7)DA38*WH3JV7F^%8+?6 M\.TP;6%MCPS39^GT90:+&K[#`Y&[RI]6S*N0R>N<_Y=(,>G@AP.A`Q*XAC:KP'%O(?V-!SOA6X]7T)4M? MY_<(2#D4E!H/!E\<.-K0D$4Y0,>6]*,TC?/S^?;Q=[!;SB%2@H>Z^MN9JH%S M+*<;BO77+!6*:N*"'*QGLO;NNE4+JF,9WZK15.PE8V&TN![K)68E"@5W(&>R>AX6R%VBGO9Z^CS:P%2SX1X@ZYB#5224X*!W3?`YLQOV2Z;^G=9L+O`9ZOTROAEV]_%^Q;],HFV]G-QI8W!+5.ZN53@;1'8+"P45T6OC.4#D@,IE]'$BL^9= M=(ZIS?>SAYS].0,K+UX70I`L3+J^Q!@FDOT9J84@'5.;:VR51]UB90"A([=: MB1A0)JT*RC%QF9PVM\9$:OYD(UUW^2(VK99?=E7W/"!T(%6+Y`-28JV*QS'I M>!6_/S_^Q[>'TZ3,3*)X,*BN'""U*?*U/>[)H;JFW&Y9*NU#:Y\':%8C0[DQC!R\18&NHL]L,V+\N;-2B)VQ8M( MU0N/!X,][QJ\#C+7+@.Y8^6>\VV0%1\C:%-Y$'+;\J\?U;](9G#JE8`/>[3A MH(O;M?M"JE9*IPF[#P,H-[8-='F0LUD%Z-K=(`2LN36SLTF?=(YG(&Q@HV/Z M!W]YPK+\6QQ*!L.:9_E1=P>266*?0=W`AZ-P[7(/?GXRA[JE^M'F@QR-`_,1 M-4Z$$%R[MF,4%3&[>;Q*)M%K-)D%L62.4?O\V&[<;\O3"0%$UV[HV#'U]ZAX M+ELI[[B?HY=1>@'0%08HS9K&EN.#E><<`K(4V54!ZMI='YWR[M:LI8T&()N] MF%PI@LQ>+M-LRK*SYX@]7KRS<,9S]\]/=>%CIEK!<:=AVHT^OYHYCR)3M'#F>&_@QEZ.,D>:%.]@=>VBDG8X=FNT;8ELZ8!K MH/IT<+1\;^#`HE7]`ZL99E5!NG:]"?GQ\KV!`[M3IE0J`W3M?A,+1\SWK"8X M;HE(.4+7KD`A/&2^9S57<4L,BM&Y=DW*79`\R18GJV%?CH?H%C7#?F09RQW(&GGN&%4;E+K:+]Q>8$H@^ MQ$Q,JPI4Y""Y>YF9 M?LO9XRS^%CV*;_:5EN8>\RQ-EX!B=<`(T9U)*>5\XBK/9\M[,N>C2'E%[C5[ M*_\B/J:G4!ZPGW288\#&%$P1,D)W9^H,8OO]F9NW5T!2PA!VYBH5I>@4]N<:F!'&Z0Y8+Z%?)R;7<7\N!^7N&^S*!1QIUZ8(_%?P-+&BS!'%VIS\63W7J,5:@:0P1]T?-4@9+Y*SCNX:=^AO M0Y84P1.\>3B91/,W-9AL&E?($7<81$,ZPC7T`<)Z9_H0FK]@Q+)I?O.X'L.% M\U/52K@7^J,4:>-&V*?+./.5)>#/,`KBFS=^0/OD63:-B?GW`JNUB7[AB M<9[5PG_YQP`QPA_=>:QU,^(SY<4^\!T+6?3*)VR_O?`[(0`7#"23Q541>9A% M+Z))5),Z.>Z>B`<$;D#HIU>"%G/T^01=/CFN/,PM[F4M>90608PU")TZ.*Z>2!(&L!$Z20]J M;;:ZFUF1%P&TL>1IT3[Y3+]LH?(&B1).^A;NFYZ((U8<@S2:SD*FAI-R^9`# M)GF%%$+%_V.,.GC)6GG,J%'/;QRLKQ'#P] M628I0D62^.]U#([J)+?HZX?UC MXE)@H,U%(G[IF*KO:EJT"J(^W"ZV2J!\'[(D@`FQ:E[VZO/@#C>.V*FP5C^\ M"'`Y=B'8TL#?DOR%A=!GLXG\#@NL#"!T(V^'P/\(86)(CEW<14Z:6\?U:-ES M]H*MG57'?$-'+32G6@)0=KT0,QL;E7`Y=MW6?%MUN=FZ##,93ODD5T"=J!C@ M['I+NAE_JICF['P2LLA2YQ+%D^X M-QQ;1!%=AW1L=?.;Z@*K8_0>.0$LQQ909(0YNG`B8\[9Q=-BBB9-O;'Q'"!R MX/8#P6=2STX-!L<61>6MRCP[6'[SR%,++$ZM%A]K*5\R!"K6`.AM*DSN#89: M?G'L6F,%VZ4]KW(=8\O;D\K#IQ9CQJ1703MV+7+KM+LU"+?-O[O7*J]%%?F5 MRMO/`C('DM)J?HC8>J86FVM7*YN*!0O9K!(RLM=ISF MVF7036'^.C\;D\SC,7_-TMR*$HJ_#=S:X:$3/]HBZC;7+KIN"G1]W'*%UF)K MK'G;N-.H,#]:(^HVNCN[6TBX4]W#6L8V"QN;=F7@%`<2R%IN2X9>H;M[W(V. MJS);^)U%3\\%FPQ?618\,=EQH98M&#MQHZG;'9R6*^FN>&^I):/B6NUDPU9K MIK,":.CP:)4C+9K:G4BK[DPQ;^R`FDE+5TU;TY2Q$_<=.]Z^C7R*-/+N\K(W M]\(#TZ[6ZDLK9'&Y&T\""9W%UB'.%`2SU2QNU?1;F=QD.>+ M8]2JD6[;9<`M[D2YU1`FH;8>CF-A:E4CI3NPNP\#)L<"U.J]7D\5AL>QR#0" MCMS:#B`S%_0UV)`#D. MLI`M)9=7,INK>;U2@.='<6'WS]3QNU`<"\#:,K?<YR-*=S%Y%J\3PM79W294=Z,2F58 MKL7+[.054.I/!:4`9HILN4\(3\;:#ARY2`TW? M)5DX7*=).,LR5KNHTJUB/-@[\&MJKP^.+@S!E+*SAGR=+?%T>46-#:XV@(EW MTEU/6#+X.V/)[F;V?G<7X/J5L01`>)RQI*09$:AI7=2K/5S2C"7[5J]QZ.B0 M=LFY9!L8]X9C6\$T"3#V]ZS*$D092TK_UQ,G@.78OC`988[N#I,Q9V&36'Q_ MRDW"T*W>VN?`2@?V`P5-OV;V7(^!;#]7[.'16ZKDX=5S8)T#BQ,C#V]A(-M; ME7@8'E)KQ94GP4('I$PS+V^CL+WUN7CO93K+E-R\?A#L`L#W;ZCQ,7L ME>&94Y`GQ_L#!\Y[F[EY&P7=YJ#8T1?\X(&2HRM/@HD.A$,8.7H'!=V^G=C1 MUY'B7'G](!CH0/2"D9NW0=#MLTDF`VS#H#G;*UH%15C#5_F/C83#4 MW]7@+A#Q64/:%:&RQS1N?]?9L+5OK;Y=NF]4^#J0YH0+1,;*-#B*`3*C9>+MU:K7\:3'5`'"(F8@L= M0@2=?E%]N73[M?9A,-0!Q8B6ABUP"`MT^]\;[Y;O`B"/@[$.:$G$3&S#0T(H MZ3;*-_(QRS=QD`@75E;6*CO) MR.-@;-]6U[OP$"YLK:]5MIKQ$F!R#U?9NP@14NPMM/5(V=[)/>CE@GL;(4** MK46WPH8U6@`,[N'2>P<@PHBUU;<>(QL%P.`^KL*W`2*,6%R):W*R602,[N>* M?!LBY;XO$>H@(+5:6 MZSE,R9/B0V?S;_T\3RC9N[E7#4"$D`ZO+VARR_&^"QF/&G$FP8;0Y>YM8KVY M%V__BP,]M.6$+FVZ$FG)[MX@YO2%W?M;0^C?K5/5:4@[[/:2KPR!FGEI>!D!Y3>%EJF1>\A3;2;B[JTL^?M M_YT]KZ8U'1NL1/^2V?.^V)1;K6?/.\8G^+0NZD/VO!8/R7RQ*1EW=4B&MX/Z MQJ;E%\=RZ[5\5N*+5=F:_HS,%_1.44W0CF7H:YUV3X_($/'?7IX_BA,R7_R2 M^?CG)9%FM\#93@5(<4#FT*^=)`42ML#9SA9(=3[FT`%EDIB(;7BV$PK2'(\Y M=$"$HR5B&YWMG(,TIV,.'9"2F12\X=KM:$07`1RZ MH1HI$%#/G``671)(QQAS2_"AITXFZ=#GEC2XN^'0`25'T/AKIB'U&%I+*:E_ M><.1`SJ-D8NW,+250]+P]H8C!U08,S=OHV@M=:3)]0U'#F@L1F[>!D&7,5*6 MH-/@_H8C!Q04,R]O@:!+!"GVLL$%#D<.Z"-&/M["0)=44>)BLPL<7`CC-W/S M-@K7LA@:YI@]=(O MJ?(4P'!#<]ARK,#[5_9FEN);@=?QNXU8%%N^5P;EMNH\O`Z$9K[/BZ8[AC!]*,W.^L0JC,@X6#89T*A"[DO]MIZDH"(9[6KC/5W%`? M="'9G2H'NY:3'0NCX>!;FCP5+)OR$&T>K2T9W>L>!UPV!3KW!GK<"60'S>R0 M*XUVK2\`V*SJ7LHS`=SQ:D15X9"=17..*K=F#7282=+%O9VGRRK(B@G[@ M.BV8_*`Y6@#L=D!V$WT'FRRHH+%^<&W[_=*H9;0`&.Q`_%9#]V^AH3NKINI^ M>42SH`@8[4#$5E,*MO'0G4!3(T$>[(P6`(,=R'#?C(!M-'3GP!3=+XV"1@N` MP0ZDLF_H_BTT=(>ZU-PO#8_&G@=S'8CH:>;\+3#63V-MOUX>-XV7&.^?.B"8 M-/3_-ASKA[60;3OUX_L[A47NN-M7F9M/+6J M#=`GZ^24&;->!4UWYLY3WMV22-MN`-)C&W0R1CD\724A]%^PAKR-@P2>V5<8 MIY$R8+X#:I+FYX8-VT*,KIT/M)3CZ+2/YPCQX5G!&ZZ=+23*F'/JQGE#!0+J MF1/`W[1\'#\J0-JI^!#J:>G!@/=249L7L(R&*0K2M\M M/,VRC$W*D5DR05$I/![L[SD@)RBSH8W,N8..LX<\FD1!]G$?E*,XMU@V.<'* MC`_V;`K7#DY,Q)YP[ASAVLCK8`H_CL`'>1!R`Z7CG;PP@+:JEZM/5\2T(%PJ MXG/N4)Y]4AV;T=AC5S:U.>A,[+G-HE>8R,&:-RS[+.D%D-"9"#.*"@[T*IE$K]%D%L22^4WM M\P#MK[4G(O`"0G!G8LN.J;]'Q?,=BTMGY,_1RRB]2`J8T4O'0\V:8%*_;U59 M59[R"-A2I%<)*<)\9Z)-M\R[-2]JI0E(9TB=B3]GSQ%[O'AGX8QO#MP\/D8A MPZ,_%4IQO`[$@)I]J/6,R]$BK-)I2"MMY)]ET@79]*GF87[^W('9$P4O4I`( M'>1IH57(J'F46^G`20TR*G"("!&=23DE.CZCRXJ/RK0=IGO5O\BR#BA7PEUF M,^[#O>FOMF^0H]J=Z4)5,Z6SG]V'>;MW)).!+A-R0C<@(L1U)O50$.?6S-0N M@])L"73JSW`Z8_$_69:'SW^D;U'Q'_&(B3P.5G]Q(,`?_2!J!D8Q$L3O=`>+ M[M,_N)D)&/`M#B7[C#7/4>M@>A"^#*/M7 M$,_8,,]GTWDX]L7["PO!22.630>"CL_>2V')[,#Q5]MYNBR[#VFCG0E%QNZL MPWL7Y7]<9HQ=)07+6%[]2!PC:[$MF``$.!#MV4;[; M@J?3UCPW`0AP0(3SOC57G8FTYLX2[I"B7XY%YUP*8LF$HV^K&=>]&USNP$EV MG]HO[D6DX?IW2X`(]K]2KEO&4?'1P;1":`20X$"DK(]-6>!.I$W[=]>`!OYV M)Q="(\8'`P>DF!ZTZ:H[D8R9?]];T%JB_8.!`W)7UZV:VI](L[:20XP?D+R" MCRY(0G;SN$Q0@&F>TH(`P(6X3SL-0L<%"(>$9W!\Q!1MSS2J%US5 M_QT8`@\AC]9?`1CLEC=W/^ M> M\F#9C@%.B06F'K-$U`>(BHT/]ONOK,6]W_!Q\DF/&OB,MPRY;]J\W)W M51.`@/XK?NTZ$VG-W66VM([>UC:K5<.`K/Y+ERZX&/D>_#L$8>J3E4P,R\LB M"T)^*[VU0Q/D1@*)_=5\774W\LUT=BAC&)>5LTD]#QQUDHOZ>K4*`'S_%6<= M5R#MH+,=AHOI2YQ^,';/LE?HX.L17',5K?P>N%/R45H$7*?%_V+% M'0O3IR3ZSR+_YN)C$HE8;;P?7-]_3;Q%3R*-N+,M%&O0Y]+R99HM?L6?$PWR M[1H"9/17[N_2I4C[[NZP`_\"G\O,*/E<]+YC,.O(6?F'^Y'QST M?[M`V0\(_9WM#X$WIFDRM[+ M_Y.G[!1Y#&07@?>3G?7YXQ##,&T&"A M/X)".5\`"H]Q"ZU>7IFE-[.LO`9@"E(7@I% M`43/U2YE)R!,TF5EKE]UJ:D8RZ?!U/X*4E+<"$7=!3&NIVB[Q]JNV5OY)_&] M]2H5`/C^"E4FKD#:`>5!?MXYY-RDO#0@*@V#?\-O9W$!'0J;#_5@:(H&3!G7 M!3#[JT(U]`I"/IT2M;/\@H$_S:8L.V/IQ7#5:UT& M[D!X-I"YL`V(^@E(V=26YHW>`.3'93K+-JX^0VEO4B?`[J_,1>2=^D9Q2B=^ M"6>EQ*U"K5(`WG,QC<`]2+N@$]W6"6RN6;%6_=+7B(=+S$W%Z%P$ATX$B)\U;??]XL'?2\Y5%RZY$FB;A36X;G=Y-PC9Z MN^5G,QD6=VPR"\N[TH1K$=/ZQH-!WY7_AJY!F@)=6)S*;&G;ZD83TYW*.-*> M[Q8T\0O2`NA42:6)4=,F(*F-8^WY#D0CQR"-H+NKSP0-NL$.Q69YP'[:W[6J MB2N09N#NG6&RRQ^6XU_GMWIH&0)\[OT%&F87/D5:>&?G;<_B(,]7N:%OLCN. M8!5#R4*>43AB^5D0QVSR]6,9%K!X4-0%-JR9^ZN_B@VMDY!&U6$LX^HPS"U4 MR[)LD5J!9XG)>:3F\H2,,*11M1+NA?[N]QC[H[Y5#/;H9-ZO+`%'AU$0W[SQ M*\2?HY=OT30JEG<(X(=,=(H#G+Y?*Z3G"8Q8.IUVW<`XHD4B@3L6LNB5BSF_ MO0#PY.-;].Q;D MSS'+5V_>.-NS;,5EYB,T<$2Y!@"UW]^UKIDS,(8[.].\.>&M7MFM=)19I3AW M7W_;@8$GL$;@FB8[[[#6JY_E2JA<*:V7T*8CA+1B[J[^+D](?80U*<(X5%%7 M5]V*,!HXJA5P2#W?T='U!49O9^*F-)&'H%.0EN6@^WO:0-<-&/<+70Z\\WGM M'GCU'PNW_6/SMQM>8^\%#$[K;W7#;V]O;S\]0`^4@9.F;!*%0?Q3F$X_E[[[ MEN;Y\KSO.2N"*,Y__*\.DK4&&4^3O3(%.(C"E=\%C4]<<'S0X?4BX3.;S&+H M"VIM_/HQ[R+*Y>B("Q>B<5>WKO'!HF0@DR=)K!1+XH>`O8/RE^ M#E-^UJ>XB,NO'$9$]C2=IW=:_#U.X8O_Y4?X=%EW4S:867*K[F%N&<"$8?@> MB6=B-<^#.VSVL\]0,@MG#^P3_!;ZSXJ$6=/;FG&)S:E0M/7D=_C5SPW\+'I6)"#HETQ=7G/E("IVNI`%T=DN#*HK2+P3LE_6`*QP(M#$CL%ECJ,!'6D)GTDV9VI@O MD\MKHJ;+,\+#HLBBAUG!%U>CE,<7+Z(]ALGR4*>H'V]0*[C)@6T3RE;2V!E( MF^E,.4*<33=/MHN.#[B[EP`7/A95$ M&Z=H;0#>9I"2UM9I/3&ZFZ<2J']OGZZV1(YMBB!$NK^$3:T-U&-4'^G+!NJQ M5=VDZ0;J,2J=2"#U>P/U^(MCJC\I>Q8V4)$8S]U5E'@M(B\$]CL@7)@,DZK8 MA-N@+4\XY^+I*'AGN5%L'IHG?A[9OJI^F.>L$$T<58J-#P@O):A_%S;;DQ4! M9FTNGFJG=.HNJVFG4BQ_S]E6O?")S9U]I3F;&F5:$[,3=&>_+Q.S$ZL[PTTG M9B?XQK`84K\G9B<#+R9FANPY&]FV[%N6O4I^S0J%#4E1,<#;X8:_Z>"HCLRQ M:+8=@V]@7`D*F'5R4?$,)J,?CVG&#YN(1D"-6L`+#D0,R'E2Y%<&U+$HN%W[ MBV=A^%1]`<#F0(0`'8EK3(Y%N^V8^FLFCLZI+P#8'%@=D_%5P>18S-N.J3Q' MXOPX7QRG;SSMMPYYNZ4!M0-;[V1,8@`=BXW;L?M;%#Q$<7DP&J#K4+I9$M`Z ML%M.1F<=.'%@7>?"58<;I6#&&7@O*JKS!I5M4G'!\6#_2V?KNEK39)NA>*'Q M@=7TNL(]3R4OUW\8,D!_JV2K)?'6;18=[FS*2-/2R4[1_>N^Z&2G5I?I376R M4\%9;B&D?NMDIP=>Z&2&[#FKDZV5I%GQG&91\2'I+.L+`$:;VDD+O:4(EV/* MV*ZIT@\/*\+G"FZ$>XC\K\K8!B;']"UJTMSJ+8G9<_:,)]C(\B(*SWAVHNQ# M>L:S]GD.T0&14O+](`MK`2#'%*]R!!\FDV_PBOA_S+(HAR4W-TY^,E=K`]]1` M59%!<^T$)V[OQ?M+E,U3P$-'8<3F9A7@``>V!:QP6P?4M1.:N/5:^S\ZU7!O M.I"SU@KE*%JZ4Y9H8+*\&<[3YF(#J'H-').?'ZT94/&1R-:/S"5/!T.,JF?#K,V9!G*-JE4(I0.!`CC+1%U$S M?5.!1+8CHTG&3<+,^%@5!/L=B#(FHF0+%=F6BYR5^=T0.G1LE0"+'9`,S7FH MA4.V6Z)*P.@MU21@50(L=D#T:TK`%ARR+1!E`N!QW6^@4@:L=F"AWYB$;4"V M]R]V++A,9YDF"^LB8+,#H;9-2=C&0[=GH4Q"]*K[*:R+@-$.9(MJ3,(6'KJ- M!U42[J-W30Y6)<9?!E93CK=#P18$"Y[X39.'2ADPVX%=E*8\[`"B2S^HRL-UI+U*6!0=?C$><(M#)/ MU>Z21I7OU^L5P<10D5GIV/YE231)`JRC_N` M)X8L+Y=5N.&JM@Q`M+E,M[EY*,&$["!V%EY8,?(ZF,*/HRQ(\J",4Y6?,9(6 M!M!6E_I:5UL):$&X5,2'D-I9S&$+I+JU"6F17=FN9'<1-[=9]!K`.!$'81E* M(IVUU!<8?]EW0`I2_=3JJ10A0VBC4R.V7[XOGJT@CX.Q#FA!9C3(<2$D=)BS MK#JHEX&+_&*`J=9E\IO%`*@#\D7C2+8Z4`A[G9W*+%,U\2GU:#&E/IME&1,R MAQ4!@`XH'@:LB0$AC'5V)+-JZ'6:A%*^Z@L`.`=T$0.V1'`0KHY="8GN,#D. M863T46=++(+(Z`.;K=XL,AJ_G!1%\'=D]"(Z\L"F/MAE2L`6G-8#GQN'?7YQ0%YK3,(VH-;#GQN&?7YQ0%QK2L(VGM8CH!M& M?;IP5+TQ!UMX6@]_;A3T^<4!A;(I`UMPVH]];AST:3<-7$LL;`-J/_RY<="G M"YG!FO*P`ZC](.B&09\NY/=JRL(VGO8CH!L%?;J0@:3Q#'433ONQSP1!GU]Z ML%[>1=1!!'3SH,$OO5@Y;R.B"X5V.O[VT*L5MP8HNOCI5C,C''J]^$8AT45# MTWQ-=T'R)-N06CT#$&PNQVWN0FUA<"T2NC1/VH55G@(8;ERCL.58@?>KAKL6 MTFSD?[>VCDR(D`:J=A:._!V<.)U-I91L/`>0')!)=AI[/14UEKL6+?P]>%7$'C>]\ED7)$YH(7:\" M`._`WG1C6L7P$&[IH@6V)<3%O]D$[$K/TNDT3T5$2K%P'@'EFPTU&R!0ACI3-?8!/D]*&;ES5#BRUSP M0@#2@:WPQEW@+B2$M\ZDD&4G?1M$HH&K^A@`<6"/W(";71`(&W2Q"7?L)?C@ M!N8WC]6-K/,9VJ<)BHP'>\<>CC5R1`@/=!$*`A.NDO_%@NPF,2%D59;C\'"H MT8"&4$07N2"U9?26&E,$93D.O\8476@(171ZPST+9QDLTO@)Z_44\?XY@%X5 MHT94AMOMUU"B"@FA@BXXX2('B&_#L%PMW[&8!3F[>=PQYYS!/L<%Q[-0Y`4>.[>[1D67AN#G= MEFU^Q^/+9^S7-)WDUTRTEU3W..!S8/M($3OFDYU-)R*! M);!DB8?)9#B9@C-A]08+F%=V\?X"G;MH)BXI"6@=T-\TR5*!1':PG?AB=_[) MYV#ZPEC1!!PM`P@=4.3T2).`(3L#3S1+8'',$U@FD^]!]@?C=LL_-;P08'1` MK].<,4C0T!V:I]V1D_.T]23`<4"5TR.G%@+=\7FB00MP?X-Q]28Y9V5B7^BC MU\(CGX'>9JP(WD6CEV(5X``'#EMJ#F-:V*R?R5]UT/#%7Z?)ZI_+?GJ4%D%< M0Y5ZX?&74P<.5:J1I(N*[K0^S;<'K>A8)/4+,F<(<#D;%Z7Z(11+KL`#2,7P19`FTSOV59N2%3F@H-]SR*9P43 M+:0E)0&N=W*'$B2ZI`(T#/[.>"(6-AF^0C_SQ*YGW",WCR6`FUF1%T$R`5#J MQ)I5",[Q3DAI@E2,K%=[H?S8I:Q1O8CJPBA*MD]);RP%KUR:%"7>`1!^0$Z_QO`W9L M#U@=!<_Q3=<(5K6!5QS0(-IH!EN0'=N'5L;!\XR3M8-59>`3!Z2)%IK!%F)7 M-[.E,*)7NMY@51GXQ($`DS9:P29BQ_;(%6&,GEG&@L="F#%*NZ[Q8-^%]*K6 M&\$.8O&VNPMJ98=W_=UF*;BU^+B?/?R;A<4HO%N]486P*G3A MI@H;#:&!.X2J:DUX<'9I:W;!"TSW'`@/V6GK]534F>[8RM3LAA>` MXH"BH,I"C>ED:TLL`:#IQ.@RB+)_!?&,#?-\-BT-S,OS2,+TSI9>!Y,S!VBV M,\FT[S?'(GE(L5Z\P]0ORAG6*NV_%'SL@!YF>0%DV7N.11F56![DBEEIHH1:]YU@$%/$'.8?[KS2&:KA@>">^!:"%M_-$ MK@Y$67G5K0K\Z%K*%"O(S_DUQRR9=-%ZJ^\&REW(N>-?T]UUHFN)94AAWT7Y M'Y<98]5KEQ8K];::K\`$(,"%Y$3^M&*I+^D2Z?C2F.>"1Z>->6X"$/#W;(+4 ME^*T0^[O=`^ZV.I>9"S^/>"D%#?9'<\=HK*-+2XX/OS2F7I>:YELSQDO-#X\ ML*GT"3>159Q<_^G)\/1AQW<5Z#C_P'@?DR;\@U*-L*XK!^ZQ*9YI[0S+2$1Z M73D\Q[9_MPR5!N/6/@_(K&I*^M'3N/_KB1/`*;IC6?\@V.E`VFM!XZ_9G4)`D.T@RYP\V%-T\O)!L,^!--6&3MX$ M87N#>)D+5N[EW2?!0@>$+CTW8RC(-DFEC7F@VI@'*_L<$&),&_,&"+)]/GEC MEGAY]TFPT`&)P+@Q;Z`@VZV2-N9]U<:\O[3OBP.'!DP;\P8(NCT5>6N6N'GW M23#1@?`TX]:\@8)N$T#:G`]4F_/!RD`'`I-,F_,&".MIWBOT2MR\^R28Z$"0 MC7%SWD!!E[!=VIR_J#;G+^N@1._\C*&@2Y,N;]`21^\^R6UT("C'N$5OPG`M MG_EP\N]97I1R_R@=3B;1W++;()I<)6?!2U0$\4+GN\KSF3"5N79=\)4[L,(W M%[,-`8N3F1-^;C?)XNTYRIWP>3#7`7%`GQ\%4`@'W87ZEM=X)I--6\]G690\ MW;(L2B=EYWT+KV19QB;;SPNW%9I5#0YS0+LP_TII\",-IIN+T@UV<3O,^%5[ M=1(X^)]L\L0/CH?P)_`0R\^CG._?S3*F=(M!HWK'AX>=#;HFALLVBHWK!$?8 MU!F$^\@$#-9_\PV]T8==:,USQU;/Z&GM+C?DKKY!;"%U;*/9X*"KW=-\)N>, M#]%XJQW#'=LV-G*_6UO$)CST[)SQH0N"S$Y3KV>BQO)>G#(^=$&J4>5@UW+' M\E#^W3L M\M`!A<%:@[/M.-NQ`G=L,@MY[5>)/*]![<-@IP.!&>0$RP`[=A064:B%BGYM M"4#G0`"(M>]5B-JU\Z%W7-Y+V&1YF^XP#&?361SP0X+`2AB)\EG*"X\/CQR( M0K%&M:H#7#M=N12``;+\-K?=AP&4`S$OUEC%`/?Z6*&3N0D.CQP(^K$[L6O# M@W2!,$XVW.X3$QTY(!WYTDQW'&<]?*@OJ=F.'!#'["R"K+K,M9@IZ\?'V^H$ MZ]X-+G<@)LN/OA#WGSC$J_4;X,H%S6V0%1\C`)H'I5[A0&0(8MDWA>`/6='Q M8'^O.WUVE3H;\_W7CXV_*&>>UZ@/6J)-T4T8V*'(#O*-FJ/M0^#&*"HX]JMD MPI,\P9*H?1[<85.B,TPDK\UG?0,1('8LL&/'TM^CXKG$RF$_1R^C]"(I M8*TG/:JN6=/X\-BJ;J<<("+@2I%<%:".!91T2KM;@2EM\.]L(,O7%&:.-X_G M4<9">$5^]@RSR&F02*,JQ`4!LP/RK=&'6L^Y"ES'XF.6MDJIW'P0L#B@B!)2 M5P?/L3":L^>(/5Z\LW#&%Y0WCX]1R.2\"4KQV:L#BV1"%N5@'8N`49M)RL*? ME2L!WSF3?8M\.JWK!L=RT%>-E,ZG=A\&3&[DY]*E04YF%:!CL2@$I+DUS[7) MGFQ^2YA)HVJ`^*3V[I-@J@.C(O8!U.Q:8!"LI]$83F&LW>-I]L[ M1GSZ/?&A^>.!!4J>'7.O/ILEA0':I^*-:;Q9*5W^[#`,J9$[#D M*SP,KFM9,#;MO`ZF3+HVP(H`0#=.R&*^5V%J&XXX"87W?+FUHJ,C3KI^H\LW M>1EE>3&$V M!8MNQGP4)T)0P]@(58(D^]W;CX#)5K4-Z?"-NG'7V[MV(ZYN&(]@T=5NC+P- M?"X;8O<[BP$X2Z?3='XT5+[GN/TL0.M0>:IOW,@.8KWI"!N=;=MK9D4ZL2DV M=;SKMXD2(:JSY;Q!3IX3JV*524JD$['WJX8C_N]N@]W$_VX,(TV(D(XCG:VU M#9,BG;J@-&XW]GHJ:BQ'2.ALV]HP*]*I`^%ZJB3L6HX$UW9X)7::%3S_"5^\ MCN!MLGOUZIX':#;UP6['=@%BA,P.[XG>,E6J("(EQH.!U0LQ-2[:P[VO2-<& M(H2Q#K,64#+FUI2!E#K97.*`;N/].DW"-'EE61%!U_!K%DVNTT*B28K*&B,WW@?O:0LS]G_';'5_B/RGA67X+CZ^\6IA@T0FIW1\1W MK97WDE@9P&CWBBKUD4U(@C)Q&[`0ZCH3'NBI8[1@3,[LN](B;D-1`A;G2D<=NY-!ZPV)9".1T4%Z`C-G6DH-)=T#_;WK`:" M$EVK/J>@GCP1,.0@:V>:"QUICHV&%MB3'D?N3&S9O.-(.AS6/0X(!PY(RJ)O MIYXO`1B$)KJC!XM$0OGW8,)&Z>)X97Z3H"G(T`+CPU,'UN5&Z5U4@"%,=);( MX39+0\8F^26X@-\;QH.>;K+[@`_A\R8H_'QDA0&T`S%@C9+UJ()$F*4[W%#? MLD9OJ=XW!@7`8,?.L5%\8RM@"!/=A634`SV?,=ZF1FGU[Z*M:(UJP!&.G9S3 M_N[TX2*\TUT[>E8JKUQXY:+K+2R+H!4&3^@@AST/YCIVQDOO^Q/C0F@PT$C4 M:,BB)(Q>@G@X36>U:<+EA,CXVE)Q1V?43W@"A<"2)HP:X`72?A$=WYC M<8CAMP0JYBT/ZQNWGP/S'-"#S;O#>CR(N^F2'O`+MA:OOF8%SULT;P3HD(0\ M#^9ZO006XT)HZ"S:8_/#/5MOKL]_Y"I;F:I;='.8">>/`MO8%VSV*Q0&,USJ,%DR$,[IK3@*X#`9C>/?#V%RYJB4F"Z MK[J*,CHD%S.=BK*\3GO^<>M^1VJE`8K7BHL.2H0P.AUF:4RC_D^K$@#FM6)C M`!9AD3";I<)8*MC\5BP.8'P59/1A(IP1IL=4U(86!V$Q[C2K`7"^:BOFX.P/:2F\=&^KY)*(\1(`Z#35^:QNE_39):7 MVQ:385%)Z87<2JQ8$B!XK;.H(D3N2**,6)E$\]K+(?CFL6+&?&C&8UAD)0&" MUQJ+*D*$I.X2H(BVE:[96_DGXYWV504`WE<-Q@0HPC+AD9Y5M-HZ@H?W!#=) M>=#VYO%\\^C9S@:"8GF`X[4"HX<3H8U.@JF:,PS#K-3,Q7%H@B)@M-?2BA0: MP@?AJ9W*VN/F\9'QS_KF\9Z%\($7$3Z>R.Y5:2,5.U%0`@SW40+:`(+CHP-?A0U]F`AG=&K&ZB3RX[P=C=)[L"S_N,W8:Y3. M>#QND0$V?A_]4\;*#!`H@T:5`5"O-8\&H)'[@3O+7;*YZ31?-$;A8L`6+*R% MY0"JKW*)!CZ$RL[$DFHP=47964CG;"(ZA2(M"Y!]ET@4,2*T=G;(J+K:43SY MBA7A>>Q\'4@5L2'L=79F:+,?^1X4?(WZ@6S@R0MQE+Y*7LKH$`X)A96*M/-K MEN;YLE$M)V=7R>(0HHKN):Z!8_);;=&%BM!')[S,\R:8Q9BB4Y!J^U%F6("$UT:LOFKD.8L2!G5\E2V[Y* MSN#?FELTDDHX,J]E%Q.T"(^=A:6WSPNXK5OLKOHZ;FXGG&75<7SLR". MV>3KQS*N>_&@:).U88_>UG5NXOF=CO+PF?HFE8B%+\N`ITAR0T:7OG'PAG_V/SMAB_8>\&2 M"5N=#-_PQMO;VT\/\!5G`'W*)E$8Q#^%Z?1SZ9%5;N2%EO2R9MQ\>'YGD&R4V?201MC8?'!]971+`6(TW=37WXLLAGKG#C26PF.K"X6]"XE MJ"%.0C$.";FPT>^T]4=6;Y"@NFJ@]'\]<0)8R.T0WA/FTS4#)LQ)+QGH;HNN MR7WG1W9ONFIRN<`1?A<$@@-)BM$5,Q5Y+H@F7-%YB8H@EK(D+`=('=@'UV9, M`1-RY*:[(U<%8&*3BR!+8/6=R^_FKBT`V!S8Y-;F2P0&B2;R^I*5P9&/+`FP M(+I?I[+?8D$KO\98_O7C>Y`$3PP)5J5^!3C%@9VJ)HPWQ8XT"+HSB$*+EP&;-EN$YCO&1X<. M;+Q0-0DC\$B;H`O7D[?BJ^25Y<7\]HPPGO&)PF54=FR7>&*BAM4">`?D&-+. M0`$O0C;IJ4I9^Z1G6Z%>@.^`ED/[H2L`1O@F/YTI:)6+0Q`'9"SIR`& M^T2'R@QK!,@.*`NDG[08*L(N^]AL68T4()CT`*FF! M_V+)),TJ1^+@QSP".U1.]!K7"_"]$:$(`2-\DZ8:E[5("X2K5`P.\$;>HD2, M1!58U,)V6N;%]"5.RVYH%5!G_EW75`9`/5?'U%$B=%J4R7:;78UQ38;CNNH` MK.?BF0Y.A-0V=;3U7)]B/0RP^J:$;8-#.&M5ZFI(VG8EXZ.CWHE5V^@0VIR\ M-H[N#,71D3=:E`$PA%,W[X.C3$MYY(WD9((,H95.6RK;TD:RT]6^UUSF&CZ) MIC:*Q0&,7ZJ1%BZ$)#O)O[3HD18$`%[*/3)$""5MBCKG4<9""BEVJR(`V#?9 MIA8A0F&K.LVF80TFF)L5`<#>Z3!U")'#`6WJ+L.DB"91/.,VW&;I:\0#[AM\ MC/7U`=R^J2\BH`BOK0HPA,2**@3`O1-A1$@1:EN08:)L0V5(L_*HK!&I>%4` MLB>BC`PC0F0+V@RWK"H\-&42J6M\=-P3I48*$N&2,'QH-IWQ-[ZRB\='&,9Y M"A?P9!`/)^GB2AE8F`[#D*=0XC:#X6'T$@NFM<8U`F1OA!H2J`B[=/%"ZW0\ MR+&E?T&C6QRZN"GM@"%BLDS`@C'U<"&)`PC5G?G`6L;V1`_E%<^W M+W@"ML85@P.\G*@T18Q03J?KX!,J'I`'S1&FP9OCL?[D$ZL)(/HU;S&%B+!( M)^K@`X`^CR9U`4R_Y%9SD`B7=*(..M]Z29/J10]\7("EJNP>0\/J`*Q?BFLC MG`BI=%J.8(9F1JMQA>.C$[_TUX9($6KMBS?SJ??+U$BQV2@,0/R25C50(?2T MH_$LQ==.L!>'Z),68`$?[( M8W*0:90^@>H5`4"_M!I#A$A203K59F/!NK-"O2S/:BTL*B]W#/%-1(.J`*1? M^HTQ1H1(=T2:9]"[CFKR7OU,%'6D:[6L]5\CVH2XJG M5P$`ZI^R4T&&4-6VH",D2Z,*`-5'^::"#2',OFHS2I?!0?DPOV7P]H+O;WX# MJ'?L*8*>0GAVO&&U`+X?*HX67H3L-M29 M[_%17;29J58:H'BI\RC!0ABB$WJ:3\GN69@F$^L3WXW7@'/\$HZLX$<:!WE< M3P.K1\]19K]M5-\"KO%+G+(!'VD9=-*5VLS_GKT46$IWDVH`G%^RE1$^Y"X% M.M%*=1T@I4^[(@#HEV!EB!"AD%RN$@O;6MVO3E4`TDOA21\C0B2=NJ36P!2I M-*H,@/JE.C5`B=#9V0U>XDSZ%B%@I&VX MEBAHF9*;O'$H5@S.\D86PQ1E7[L^OTM?0#/+S'PW8NWED61OQJ M^>51JV$Q.#@$-,)++)K7/#[>\TL@HX*,L$ZGD*WNA*>GG:!J<()?VAH99H1X M)5.A0#82T'+%"E"+7G0E*)]S?M=48T`V2^!JRE4A%VZ M."O9205=J7E9#LSW1GG2`(3P01=&M:6(JA,B+0@`O%%[=!`AE)"K.:@9-XE, MKA$5'1\/O-1CY)@08N@%%Q-F5,H"##\E$SDHA!MR302U9/26FGXT4!1`>*F` MR#$AQ-`+'R;,J)0%&'[*'')0"#?V0W%6ED!IX[&F+`Q`O%0O5%#5TW-B+=A& MDQ^UT@#%+TU"!Q;"D/U8FKJ#\EHZA$&-`-E+(<(8*L)N&P$VYOPVJ1-@^Z5& M-`>+<&Q?CRCS6RX36]PDW#Z#=5=]+0"M'UJ%"!["G#7E8F/32(<[W7H`GM>Z MAB)`A+_V9`Z8!NN=$-&H:7R\WR\1!(.(L-BB)J).HT%5`+)GB@F&$2&23D!I MGOA,(P?8\;Y?,0($0JM*3L-.-2O"2!ZK>(H0T18;"^6A,>WT'R)NS4!Q'YH.#*("(LM1J"H MTVA0%8#T6LU1QX@022[HW,%,.HO"95QHTPF/;G7CXP,OI1TSG`BI]/I.Q3R: M@\;:%0)@/[4>0Z0(M2V%S%QE&J>(5*H`4'YI/MK8$,+:"J79-$DQ-+I!E0#: M+R&H,5:$8.N2T+9LM;@B,[\-/H*'F#4ZX*!5-[BA%S*1`>AZ[@=[Y(K1UOY< M%KT"VF5B/KT##SI5`4HO52)]C!B3=`)1_4%&,RI-Z@*"Y_P2H%KP!M:.Z,0J82*1MAL2 MT5O!=WZ)8&VX`VM*=(H9Y?=0QANTW27MO!0\YY<*UX(WL'9$)]B1?@U-&Q+1 M6\?'7_R2_]IP!]:4Z&1"TN^!!_!WT"GMOA:\YY?DV(H_L-9D)1:-X)MHW)S( MW@O^\TL#;<_O]TLY+P7-_7=D;\0;6CAR5O9LV)**W@N_^PK(W MX@ZL*;DI>]^S5Y9TT"GMOA:\]]>5OE%_8*W)4?&[>7,B>^_X^/`O+("C#L$: M%/F%E;(8!O50+8V:`*-?0K4I1(Q&.NU9-19%(]>+'DJ_%&)CC!B3[8B^B]AK M^.4HO4[?RA/`T?2,$6R&*U8-7NB/?*N%&6.^)8W6#O5:=8,?>J2V:H%&R-_O M-,?_,)DL[W-1:P24[P"_^"67TH/'&H5U<52T:+D1QGTI)62P^U;P72^D45)W M8$W)NC(J7*_8:TM4KP7O]4(=I?4'UIK(S[!+IL]@GTX&&,W:`*M?>F83F!BE M]`?:)>9IY433J0MP^J4HFH/$R+0B$V[W'XMTB5=)V1P5^FUQ!>/C(V^%.Q5D M&%=6@E!1@S2RH0EK`$Q^*6ZZT#"Z+&4"O_NAJS1V!-9R6%+466T[S M%X+'>J2B-?<$UG:LQQ?JMOWYT:0VNYV:-X+/_-+A;+L":S[68PJUVW_S]D/Q M2O":7\J?=5]@+;?O/$0 MO!%\YJT@:L456/.Q?DS>:#^=9MG5_*W@.V^E6FONP)J2]5A)L]UTHH48B?>\ M59+M^0-K35;DYUI!?#Y=:[2W4ZD"4'DK$JMA0QC[8D7W%9C4;(>G6@?@\E:= M502'D48HN&[$2YQ'&0NAZ#!7R=RM4A9P>":$*H/"R"$4-15LD7Q/RC4`)L]D M1TUH&%V$.F+%HJU1\?')_T1R.@<@C6HEG2R#EH4W8O!@SU2S>@\@K6I=L0S M#?6O3-#3IFZ_^T+P6'\D,P)/8&VG);6LS<9#\$;P68\T,@)78,VGG>A,W2Z4 M:..0X+7@/6]E.'O^0%K384LAF^TW)[+W@O^\E0@M.@1K4"W=;[UY3=I-@@KX M>K4`-K^D1A-X&'5THJ/.%7<8<3IU`"Z_A$=]127\Y;A4\;*/TJ&?*,ZQ\>G?FFKS<%B)--?WDW*B93#;,6Z4+DQCZ3"9"#@TKA`0^R6N-42*<'M$?MVV MRD)P](82JE<+8/-+TC*!AU%'?;]V^AB69N7Q1Z=1\7#)]7)H_E/!.X6\R&8<62X,#%8L#FC\4J:T<&$L&8A25:2/ M0?Y0PEW8_YFS]YG%1;[\3@2J-3ZZK@^J.'6K"+PAC>24Q.$ M&-]T6I)*2KV+=Y:%4W0ZSD:#,F=/LQI`YY=F8X0/ M8>^87*G9[`W.8-(W+!ME09(_LFSXQ)+P0VO$4Z\6 MT'NIY33#B[%-+>[0T]VT7L#OH_S3%#!&.)T>I#X]DT>;J54"R/S2A@S08;S1 MA2UIS-($Q.G5`MB\T7N,X6'4615[EF<%1^D\,'Z^JD5/5*K7`)B\EW.$T#"Z M[.HWFGQI5#$^&?BOSPBQ88Q9/[!8-JV+'!SQ-@S#=)84I9WQ!SS!^P1I[$W3 M>@&_7]H-#6",<.NG">=-T@+CZA6#!_Q2?X@08YQ;U820H5T>0*!6"2#S7@^2 MH<-XLZ0&&1.G5PM@\U@+4H2'4'=B_:P;?F3/9""MK0@0^B7W&"+$.+1^38#@ MF)S1V(AA]$O$,86(T4@GVPPG_Y[EQ3R$#[L'MMK[WW)=:3%"\V#.F\?'*,2/ MFA!5#][P2^HAQ8VU`LO75]:/$CS7!\$LB%<#Z+S7%.3X,/9LWU2I3Y]N/>.3 M??\E!CE`C$`#98@F2D\T)ZA$K>3+6):)(%!/NR[PB3?:0T.0&/$&`I-5XN?- MF8AY067@%6\TB*8H,>[IM*:S[7CN(GTLSU"$\-M97`1)P>8V@=6I,(S/H"I` MZ9<&88P18Y).0:J8EI?M:FD@;AJJ\)O4!3C]4B7,06)DTLE*.X=D*D>;+E9& MW:BPJ%@)(/-+DS!`A_!V2J"2#S2X4P0(?Q9B?[^7:8&L^> MI!+1IU,'X/)+2M`'AY%F)RNZS":=K,ZJ=0%.OP)(S$%B9!+G3)\+RJ5]T)=? MP0`,%I3'>C4^0=5*`)E?PH\!.HPW.QG548,4>TU1^?')@5\RCQXPC*AV$JF? M!?ESS/)\?>YH>$&UG7"$@]D:\H4"*<=M23G-*Z#,D4#%ZVTDO MCALHB#6V"@:(.L096` MVB^1IS'6>H;W]UI*F4U+L5*=@-LO0:@Y6(QDZW%&DG;(9_JT7S&O$3![IATU MA(K12Z@DF35!`WY5J@34GNE*3;%B#+>3%WLI0(_>`.T'MVIAX3_G)QJ-XCXE M=0)NS\2GQF`QDEO*84W,LEJEXY,OGJE6S=%B/+=T)^!J+W`VOZY02O-28.ZR:\ M3K%`Z<0W6--N4_T;I3;+*72J<;QG&C1N\!KS3OWUT;?Q8ZVA5 M2;39/(S?`_[IX<:\M@.P!F)=E)0&\$6OU"',O$I`W0OU0QTKQK!U[5(6@ZM/ ML$*-@+D78H8R5(S>K@]WWD?OM.Q"A>/!7C_.'RA#Q=CM_'BG/KT*-7+0O9"@ MU+%B!'=]P/.>1PX1?\"\RO%@,.B%P*0!%N.X\X.>)B0KU[\7U@ M#]W1[IW*N%S0P\\3@8DQVG*(7E-*);5QL'W\2!&<&*ET4I?*G30PLP>[%]$= M@E[7I"X.U*^I<0.4&)UTJI9*',77-)GE\V%A82'ZD1I6-Q[LG_@UZ6T&%..U MW<.AU9&^:=#(9E5\TM"?+4(Q2(3++RV?`6U&IK`N#K07)WM54&)T=IV+[")Z M>C:Z"EI2)8?M3?0?$5B,X\X3DIF0K%0G!]Z+4#T=M!C-[B.U7!BI-()3XMKN#?LM@5==9;K7"RO7`P"/_9H@ M&R+$**03FY8WYS;F4+LB#M$O0<(4(L9BYRGQJ4,=1V50V'%_QDT5J`B[A]VG MPRU2CGT7L2_:,'%F&Y' M8"*[L;'^@CN`Z->RQQ0BQF)+HA+=W8PHR%XL=.08,2([$9)$#&R.U>C M#-E6K9;#[U'DL3)@C.^N$T[Q10+]Q[VLE8/W:XE,@AP+&.3LLKSZ#6: ML&1R&WP$\,NZ*$*H0@;:P'M MR(N;793)9[Y9`P?5BV4GC@TCS+I06'NEV!V+RTVH?'T-:\/,2^*:N1/ZL]+4 MPHP1WU(R>BO,ZU3-W="+C3X#T!CW[:2I5S"U818*<'Q%9%2[&M'5ICUJJ;#C+I[&`.[474T)[OL$:G'6!CURQ;+JZ('/K02_V M+BPZ!VES)YU="'K-BJLD3*?L6YKGP]<@BKG!H[027KL`_37(H["FF1G6-#XY M\D:.:@01HWPA(P+RSVOH8,8?"Y?\8_.W&QYAT"23"9LL#=WPR=O;VT\/T(PS M<,"43:(PB'\"HS^7?ED!AC937WXLLAGKG+BS.,CSQ7BN$2:BMAX-T85T15C7RO.SG!4SM/@R8K$IF2V(^339L M$_!3[_5ZJC`\]1QUUAL2<#0&7H)97+3#U?)=+9"U!E9/&IUTO7-(:I1>IK.D M'/$K$UX8]LME%K:(T*P&,+HI5-4,;N;XZKFSKCXOC;AF;^4?=2,`=LH#&CL#J::(3BG?:3IU-FX<2LV]ID/PZ"[@(QEC^]>-[D`1/;#$Q4OL"&[T% M/./FR6OE#Y0`?GW#H-.5E6R>[W9PHV!A&<\F\,!E5'8\EWBFN.8U@P?<#!5H MU``4(->33B0TGK!?AN1F<9KJT4`2-\TX5C MHJTPRK9;82622/N;%=8&4-T,O]+^=!5@(HS2*57+]V.)?6ZGT^%+%L48AZKE M`8Y?VI0>,(0G.E5*:L[+]'OP8@YZP`0WBB$V*4F\X]>RDVO&#\A:UJ M`HA^R3&F$!$6Z109U2[\*N%IHB;_1YE+(2:\F%>W4DW^B21N@!F;\07"4@LWW2;TYD; M@)=<1EE>F'>O:%T`LWCMY2,RYVZ`&9_9!HQ2.S05ZM<\JL- MZ=C&$J&S%>UFH^^X9V&:-%B8 MX)4!T-ZH.3*4R+&$5F6=LKFPD&U,@#:&Q%(AA*ALQ4-J-R+:2@<[-0! ML'JC_"#@$,Y:$GUNL^@5P"VC?J[**[.*YR9RK+A*`-TC"4@%*T(PG1*D&)*9 M%U$QFUNQM'<[I.$Z+9@\I8BM]X&[_%*4[#H":3B6GLA.,PO5P5SQQK[XW@,K^43=NN0%H/G?JI=I1]1T-0V$9L7C.XP"]= ME`HRPGH+AQ.W3E(N0M9'Z77Z5IXBB:9G3#'*@_(=X!:_1%9Z\$B;L)B(2Z,K MN\&ZLHOHZ;GI072#-X++_))P;;L":3TM*[Q;79_`]*;:KM:;P$4]5'4-7("T MDI;UW)T!/3?;\$0U.("(LM2X'J\T+BGEG\)G!1#Z4_`Q<@ MK:1;R4]D>.-M<JF-]X$UWL5.*F'LJ&)#Y"&TK)Z MJ&%YTRUOO5>!DWJH%YKX`&DH;H2"HO9?1W9B084O!(?U4#8T]P32=*Q?>(O. MNT43$Y.Z`*9?RJ`Y2(3+5L\@TYUOW#[V=[KOEP)H"A%AT8U(27Q^:R?R1/0^ M<%>7X MU-&KA]N-2:CX`FE`='HHG]2L[5AD@V<3;G,VXTZH;JT)=QKU:P*(?NF9IA`1 M%ND/:)?OG[]^F-^SHIC?V#I*[]@T?67#I(@F45PVQ=75'+))HTF=`-LO_;$Y M6(1C&Z>VJZV,3VJ75OX>%<^7:39EV5F*;DMH5@/@_-('C?`AY+65LP^Z%:*, M?74U`42_E#M3B`B+K63K*S-[;HSF^6(X-R(2JPR`^B6H-4")T-E*PCZDG0E" M,XPJ`Z!^R64-4")TMINS+^4R_G(.;I2BIKXF@-@[O:P6(L)B2U?HJD[)16KLT5B937A6`]$N(,L:(W(/<2H8^K)&)-I<, MJQN??O%+(6J$$R'58C0<]/F+E=$R3?TBE#I*GN:AU+*`\P95`FB_]*#&6!&" M+0:RK2QD*1VS>%T`TR\AR!PDPB6=`+1]R*&Z>N)A3-45E.ZQ$)6Z`*9?4I`Y M2(1+.CVH:AI/*;BX?HXW-G,BE2H"@'ZI088($0KIQ*`MN\Z"_#EF>;Y[+A]S0-$9O`.B#OWYATC_3 M&-ZX,G4R+.[89!8RK:/.)O4"?+_$(AK`]7R?$!Z`4`R&N11X8,H/Z*.NH`$?[L"#I\WW0^ MR"JMA-2HU*H20/LK[QAA10BVH_(LMVB^ID$V0>[SU5U7J-8'I:56"S`=&E8U/C_S5!S11UM-Y M:D?NJ>S7;1YW:KQ,T:UV/-@[\7>U:0X8H=N.'*34%`4G44WJXCA[OM>R1HFP M:4<'JC\SPYO;\Q@P@0E^'XHXH3Z%191RIO^.@+LQZ0@=[UO0=E5#! M*"L8X;1U62&'[&_/:@(58Y=.SJGM1J+Z;D3WX"U>#8?GUZS&#"#&GQT!1ZV% M47Z8\X;J[X:8)DJ,3FO1/0J39V'N-L/J.%Q_][[T@6*\=BC\C-Y83+CK-:\. MX)[T?.-K`RC&JRWQYSYZYX-W^CALF$_]@XN%"Y/@[8ZYU5 M7:08M82B5/7X^3)JXX[%Y6PR7P<>K_J]VRP*A7LYIA5RR)[MQS6$BK%+&.)D M9*':?6)Z%7+(?JE<3:%B[-HZW69OG%'>N;5J`G>KO^):.\Y!VMQ@,?,&GWU> M.PT`_+%PYC\V?[OA2P9F)Q,V64+<\.;;V]M/#U$ZRM_A#`QI'K2#)1'1TD;`U$!3.;:(6_Y MKG;86V-#[I[NBL5K5O`YP6V6\BG.Y.O';SF/:KR!'BG@1Y.'80&3GV(^.X)? MS,I<:.4?8>H]?,B++`CK(EYH7P`^='./03"D4B)'+A_JL-5<)3#!9-_2/!^^ M!E%<7I645G;&%G/KKT$>A>+FH5,3>,.!;0E*9M&VH^\6)+5O5XUD./GW+"_* MA0>_30-FBV$4LPUD\_.C"GY4Z&ALO&Y\>NS`;HG]YF;/=TANH:[:Y#E[R6!P MQN[;J'L,<#BP[V&/H?H6L>L!Y%1@5TQR/2=(0G[K"^\-A\ED*=Y?IMD]RUZC MD.4WV5D<1$*=0:L>\(0#&Q]MMP4#%R%1AF2:Z\6?LZCX6%_#M=[;^1XDP5,Y M20,[E\9ANJEF-8#-@:V1MN@W]Q"FN7>V5.4Z+4R4V$1RWY*X`(!S8.^D[:]? MY`M,Z";,9KX^^3H,PPR:WK(CBTGR.\R4J@AC[OA6+`Q@'MC1:_:ZU/(/0 MW)E>.)RF61']9Q[97M[2?1[E83I+BMN,3:/95+1,D)4%R`Z$&+?]E2NZ!6D) MG8F0OX(ON2]NDG-67M9;WE^T&JS`7V!^$=2=/]>M`AS@0,!RV^U"SSM(\^A, MW02G9`R&KG,V_W_%#8L.3D%84*\$G."`2MGZ\D#3/T@CZ4S,W+4?!D3>\^7@ M/`9M7KSCJU(<@#L@6^H2I4HWAALT*/;)4*P3D.B(2V M6H&Z!Y#FT9U*N(.E>G_,V0S@U-Z'KE4>H#N@"MHB'P6,<&T@\MD>QQ?6C[)@ M8C:25RL`\`Z(@+;'\EW$2,Q09Z)>K>U;.H8NV5O%`;@#@I]%JFOQ(D0;B'JV MB%X.1'?\!%_M^1;EL@#9`>G/%L6U8!%^.U/SFFUO6PL]`F@*AOS-U\XZ]+$90GH!L=5!9PKN@%,!T0,>T3[C4!SM32>C"558O8<03"O6NRIJ)CK*T8 MP%GN*N6$K8;"2TB3ZDSRY("6:=#^G$6O0ED>S])T(!TJ@%'>*=Z MZ^-#B.Y,Q*Q',(06G64?T%"Q3(%:Y0&Z`XHV!;6UP!!..Q,GE]FF4>$!_G.:SC"EH2$VK'@_V]AQ0*/6;`@%HI)ET>.CYH5B?]UFL@?G( MM0SC'TYYS,]`T!Q4J^`><$`U)"*ROI5H^@)I#739)>MN_UC$]BROD*QA5K4H M1^'`*M$*HYH^0)BD.]6\=2AO(Q`OE8M^VG5P7`YH@#:YU78&DI^)[C:5G?8V M2N]AA9`_?HAI%97BMCL@]+7XD=;!1Z@CO/F6OW^1^V#+C*W6A=&H7@/'Y(`6 M8X]2;5<@].YWDE3U/`UGB]P'%[#6YRD2'M-L.D\L8)Q;-6?A3T_I*P")YM,[ M^&%[5@>_&B_?7GGI-T%.55D1)O/!>[84\2G/TEQ'4RQH:WN M4>A7#CN43XP'.`$6*YE+]>@X`SA9$%_!3._]_V0?0CZVGN4@.E0_&A)2#\9* MFE`]1BZCF&5G\/D_I9F8CXTG.8`.MXX:LE$'Q4IZ3-VY^`BJEO4=+R-Y[E(#H,=6C\"=2!$2=K;%E6N6-%E,W3[@>O4?*4\R-"^3DK@BC. M1U#O#&SLX.J:Y[)H=DOJYAVP.:,+K>2Q0C6U7TKGJ;Z5J9ZFZ9_6V&:VK M@2B9UI:V]O`K:OR5MO:.K([V%-)6Z7=UJ:1$U#=I"T!Y(VWI\^7LW4&+_H8' MNV;1PXR;Q;N4B^E+G'ZP['M0A,\\@TGU[]";@5MN'LL_R@=X\[JYZQPX6-WV M,-_888[=-(3`^AZ\1]/9=)@DL""H_I''Y"XPLP4^_5:F4SNXS84[8KIN9P8N M<^RZ(LD'Q.=)W(M@;/91?6@>[6?>E4DJYLYR(**RZ_:EYRVAK-JRI,%#EZ)Y M.F8>9EZ>#'EB2QXL']$&PN'O!%3`)3*@956-PIJ M5_:Z/MQL_SJX_EZ&[TRK]P]M'CQ16H;K,*B]O"[Q]6UYO7]H=89.L;PN_:Z^ M7"L1]6UY#:"\65[K\^7L\OH;N/:IW."Y9T4Q[\NEDTV\$!]U.IQ(-AL=E>$Y MMGQ=VWO',E;^P!.-B&8L MBC5P^!T>Q"'B5@NK2TNT^]G+R]S4(%X>>#@/BL#"^NP^?&:365'UY M93-&NEK3KPD\?VPP6<20($X3+MR$A7C+L#DAQ%=MQKZL6<.I0/Q[`;<[<;.J MHJHOX%3HTU^]X7JGQZLWN[HDR>H-O[4,1=2[U=OQP)_5FS9?SJ[>EF?';X-H M(F"L^A@'U/4LD&@D%,`3KM!J)W[_^,SK?@AR5GKF_P=02P,$%`````@`^F8Z M14)T2Y5"S0```8H-`!4`'`!S:VQN+3(P,30P-C,P7VQA8BYX;6Q55`D``YB: M)528FB54=7@+``$$)0X```0Y`0``[?U][I5$7HGMWB[EOR&<;?)MFMW^SW_[ M^?K=B[_\&_H__O?_Y__C?_R_7KQ`?\<9+I(*;]'-$SI/JN2Z2#;_+)O^Z/2[ MT^]^1.0?/[QZ\1D?7OSP\O2/Z->7?_[KGW[\Z^F?_@/]?\\^_/_0V\_7Z`5Z M?'S\;DLH5(S"=YO\'KUX0;^S3[-_WB0E1F1@6?D__^VNJ@Y__?Y[VO[+3;'_ M+B]NO__AY?OF=_)4W+]*\EZ_\^WR05$Y5R7$C8@O[THFGV@O[JQ>D/+UZ= M?O>EW/X;D0%"_Z/(]_@3WB$V@+]63P?\/_^M3.\/>SIP]KN[`N_F1[$OBN]I M_^\S?$LGBW[A)_J%TQ_I%WY7__I] MX2+-MV\SNP&/>XZMQ]WN&'/%';"?GKE]0^1+0 MQ';R[?7T/>)J.EICH4ZDN:<_OR=C&(P.?ZEPML7;9GRTMP17&7&&QPPB*=E\ M,R"XI^"<%[/\,EJ[I+QA!(_EB]LD.7Q/%ZCO\;XJF]^P)>O%R],:C7]7__H_ M/U?YYI]W^7Y+1/_V7\>T>OJ85_CLIJ3K5]5\D?')QO&?NAT;&352&C!4X#(_ M%AML)"$N^^&`DAOM`9%ED72CJS_.7OS\^=_^]WZ'/_SNU4]_0[P;HOW0KTW/ M__@?_-,C?LZ*X1PEQ:89'/FG@J&ZQ?>;G*S8A^K%@+==D=^;R;H>1VXFD/X, MQ5:X\[3<[//R6.!K8CVOR??_::Q[LS2`J.$\?S*-'"ACUQW]2@D@1D&@F'%.I[9GQ&Y\0Y0HKYY-*C4WG'F^38J,;)%*XJ)]ODL*G95`W"6X M\4E&/];`IBDB;1%K#`KR5?,P5BR]28BG1SJP+ND379-D8#:G2F!0>G%&8EJ% M$F\U52J<75QDF_P>7R=?.LS7@%AIK^"V(>=AK%2\-2+-!^LZ(*S5F).Q7FE/ M2%3-T@%=>3<(NB5#+(%R@4'?0.Q$MA8E#.LK63A[>9]GM]>XN#_'-Y4&!,\W M#VX?@E&/%8DV>T';(=KP!/V<;?9)6::[%&]!8:]L%L9:I)Z".-JC`[."]E'U M1X9$0P4"A*A&#%0&#,32>B5X:JA.0+W'28E+';P<-0ROZ>.1CC7D$\XJ='FS M3V_9R2X++%A)%>C;R3%D?,S01O6!UWN$.\%TQMU MX"RWXRR\S6CHX;P9:2MA.,LZQT7Z0,#I`5]DQ,:/]P2QRK-L^^]X>YMFMV<; M\J>T2G%I%$QPHAK<&MUD,-;FCAKJD4-)MD4U0=11A!JO\*`68Q/PIA.@C4-G M17(CNP;SD*&]O7V`6>36(Q'@F*%<-_V92CC4^(3W+`,M*:JGZR+)2H)@Q/G7 MV=&HNP:W?@UNIKL>U@6Q/JC?"=0:ISM/8YTTFZ3X>F>V.!E1`:.->D`K44R0 MZPP,;B'8I,&28:W`X2SU;+/)CUE%%K"K?)]N4JUHEZQ3<#N40&.CM@`A<8UV:<]`&;*OD8U-VTW`=HR[_N<^8J;[\\=5+9JCT-__Y MCV1_9,=QE[N+K"*3DM[L\5E9XN;#,OLTIA#,+,UY&^MDVYDN)UUWQ/O#,<-G MQ.DVW["8%AO,(JSVMGKY#B4=Y!PXC[N\0`^M.$B3M!-'PK[Q73S,L;37!FJ< MC#62J M/*]#XS57ID`.*^H5F:<&Q"YWU\D77+[)]WN\J?#V'1GJFV-9Y?>XT/:"O5`- MN_(ZRV"L?WV"U*882=321)0H:JF"L[.O4RA:Z[EWJ>BL\8>^Y$BKBDENTTJ. M0@K:-%^.O>;[092!'^`33@+>9;Y+#P=ZTIEM_SW)MH3^[9N\K/0#";H$PM]B MUN5L@C8QX_"7-"3*SU-G!Q?F:AAR`2&$A,!W!&K/\)\? MJ"OU]LL!9R7F8Y0F+FCTCI"PH,/3].B>]V*HW^N'ZHYP30X*OV&3%K3U=IJL M8*BT(:WQ`6='_`EO\MLLI5ZS_CJGT3>"):KYF>HEZX-ZG2";7B0&P]J:IE9. M+E:5.CT5.SD"4H MB!D3V@:I%.(N$4I/"$<_K=-0-X5K)6&X"5MX0JY=TZ(3.JH5SCJNBOQ`=G9/ M5T3X%?$I:?TWYE'J6XL^B>#68\#=]-R`=R7J1SNS?4;;':Z%P>$XI!6::O'8 M*NU4V.'\T?09[LES)9_1=^0]KN[R+3J6>/LW M],T/O`7Y:7??8ON\D?6F`B$EG:E?Z;_Q_Y^ MCQ/*28G2^T.2%BR>-*03^Y33"#<&AYD6H!&A3)R)CR[J$J\\G`X<-+74X+H0 M@=B)4AY.VTO742Z7_*>DJN\E$[O$+*?@F.Q;-\0HZJ/Q5Z['6Q^F);D:O`!4#W8W&G2[!\^$TF3KTEN3ML/\8YPO8"(+`;-.C+1T$G2D;EZNL4,<)'> MOTNS)-NDR?XS05ZSJX)V9(+'$0RYG-ER4PJH)8$Z&N#,[5GRK!MQ<&1:,_;` M!+-K!5.VWXGM$%@:]'A;;V_-`1V!S1W>'O>8WJBJ#T#>'(N"_.N:GA5J^0+: M),*[`_K<39;+NBN_5M@>>=7=T:^,0'R8\LEI[L1I4.?`4&LG_H&5R@(X_',Z M]@-YX&=]\`7.!".R".)(S_XP+[J]=7C`WOUYG91X^R:_IZF;S%5B#[%='GAM M.%ZH\,EB?;0G'G'E=)"(;$UE9%\PNJA/^`0QTJBF?=+4RWP"9^_+BBAO1'2S M@(CBK-6NMB5>Q?T85LBK@'/C/2L*H@ILD_#ZJ6MRE3S17YT])L6VYN8?N*SP MED+HEP.[]7B=TU]='BOZK/N67[=Z^P47F[1D#&MC5>2!1;BZ&'DFIK<$YW$1 M]<:$7C\-\+,>%V(#.^EP@0^.^Q3U\-!USGY-6G5#K%NT@X0'M3!G:0K-@UFZ M>1I`N,DL53YG*>QE40C(-KV$"@?6UK/*_)TTK,J+[`H7:;[]!=/T'R(%8K/) M+69_/$\J_"Y)"UJ8)]PBXSBNU:TQKO.PY!+#QX8N,L1'=X*:\:%Z@+P)HD-$ M=(R(#?+9+3'+3)*?%::>I'2Q25K3"N,%U7PO,!XA+>#ZTAQI7.[:8XZKO&0W M\C2J8.MU#X_6>EQ-[+7I1H,;W6E?TQ-4E6R3B9MHNO&L15!(9A\ZJEJPIJP M>"&+"OY*FT%2%]$4"#5'+O]P2M0?QWE^GZ23E(D>NW.-@ZO-[(A5^L(;`M`8 ML;S'JJ(2=@2@>9]F^(+\4PMA>HWC04M_Q)+EAS9#K!T`%1&+6X@F`ED'K#'& MKO7H/`LS:AB^@MAXI).:6G51;84O&VK/KA[OY\]OKS_'5]MY%9C4\I+,?\!5 M+REI#2/Z'WI`_Y#L65)[]28IBJEW6(]Z";B M0O"D6XFZ]B>(]&@S0$&`FCM3\0U'1[T$S]-IZ%:$PDUD*!*S&#:+5Z")CU)2 MQH@I.P`=UQQQBLN%QEE1&3B.4B+'*.6?>CHJ+/DT4="0F=[XD*3;NDPH61DO MJSM<\)V`>N71ZATAUUN'IYGW(&BOIDXL<[E9Q[H^2[L>+:7\N-#)\?;%6LY8 MX\5+XIN+@1I.L[H-=3!TY$7#@8ML,"K]&1G`LHN5UB*@&C$;8'N%Z`R(EFOI M,SS-U0X=3MK'U61E(+%WR0Q41%$]_J%F_Q68:NL%&J7:`N"NFWQW(>\&YW[; MO)>L*.D(94=BR-6[]`M-*:MM.\.+N6HZ2Y3AV/F*->3@HX@#$/?M)#L;?>,( M&348UKDC0WG[9;,_TNSIO^?Y]C'=3Z9SL*'3Z1XARJ#%E;+Z)%,V]$W;%S6= MOP4!!,YLRO`@;%Q`7PNG\0)3%0QG7>_3Y";=IU6*:?TIEAAQE^^W9$]+;;]Z MTO`A]4D$MS(#[L8JV.O*5ME^9\1[@_$^7=B\.'M]\?[B^N+M9W3V\1Q]OKY\ M\W_]^^7[\[>?/O_A=Z]^^ALZ?_ONXLW%=7P3-%75L1G:Z6G``_0\8V]RT5A] M7N'R*GFB<7MU&$+5,?R1N8J3R;:HZX!8#U1W63IXIWLT;LQ0O<\[T!+'_+75 M38_'+;ZIV,)&_[!-R_K0B?SP^Y<,;7[_P^G)Z:N_H&\^8RX1]..W\2U03T,G M1[<&ZAG^S%;;RD0=HIW3*I6P/$U?Q,KXB2/B\JT@G17HAU8V['P/>*?:_6B;&, M^DQ@U@UMK9O>#S52N7!V=(YWF!CRMGY34;V4B#H$MQCAR"?52.N&J&X)9`6Q M'G]\,Y`KS5CW=30F2J!,K>P@'"8M'V/.0P*0)Z`U]F&R0*\+F&BE7"?UU8SGZV8V`8"`U(`F`*!A/0YOA4P#*>0C8D=4HT_85T`4 MX]<*X)$><;=@+IR\E0;QG$>N]4*'X=#;.ZH/K*A7P@"&/K5YDY!V&XS*.TP@ M:$N+?Y&_Y#?[])9]GY8,8P;`JU,>FN,'FEN4I.R299430"L)9E5W"<&W`K-G M/([T5@6M-Y91W"8]Z!]:6F3ZB>FR194^`];[W@G*"_I>R/'^N&>C(1.)JO2> MI\S39T,>[]+-'2'UD*<;7**[Y`'3&!%ZPO3J)\Y0P2Y*T:^0QNE^S_YZ@\GO MLRVF7Z_NBOQX>\<'S'BFM+=4,#L"A&1TF%!+"DK@!C_EV9;)BB94)>P1D\W3 MAD!WND-[`A6XB/U8B0ZB#%XFT8>3D&&H(GT@XGW`PV&IO1UESPB!*14OTPA/ MTZ,%RB<&DQL8@2I3?EHFF,EBEI7Q@I(GYM>]]Y-FQ+%F8`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`9H6YV(7[2T,$H8J!"D^1WG7RIR]AF_1,& M"U0PI!@1%4QYESV+VB9[$F+UU7!F`_UKK'`QP9LD`-2Q2^]?"A\<]BZK23"T_0*U>)U73DOI,Z?@<"*H M"/,=TGF#M)0^0@H2BQ:RVDE,>DF3C>%/3$OMT+3T7Y*"/5YZ67RBKY8:.OK& M-"/Z'N;\RSR2/C5>H:FN1D6)GJ"&++HL$"<,#HX6D4RN+YG<6#)Q/!Y+NQ'[ M04Y&XW!YX?/Q_CXIGL@`TMLLW:4;6EV2%T=)L]NK?)]NGD1/KYH2"'NMP82S MB>KROLRFN]ZHZXYX__@ON=I-XB!YW'(&(SS(^'F#LZ1(<]U77X?MXSW+.!KW M%"CYG^&]\SHG<.&KC&)IA_1L^!A^SLH#WA!EQEOE,Z^2/A$\$_'X16IS@GJM M`;W]JIR+Z6JH-1$+KW;O):^^VA"!M^J]E[T2J[WRO8?PB*S]K!HO@8(IC?!& MU[LT2TOB.-("Q;)U4-0AWKM=XY%+7O!JFK*JV>4)^GN1EY&KAVBST8[]EC:( MC\1RS1&^H251FPA:_REY_$`\C2)-]EI*/VP?3^='XY:H/&F)VJ:P-%[!!!WY M??-W0/H^IS-"=1CB@" M:7DF^J[FCNPU3F7N_O`\ZHX_!LEZ=3J%?><=( MIV`>N&+OP'*NL"97P>(DVIHWB(T8JETXG'YW++*4UB(B`WN7?J'_*H46I-,I M."I+.9@$%9K&3,>:Y@!T2W\^QK"K.QD!=2HE`\+O:;6I\=-@KY\^)/^5%V_V M25DJ_%$C*N&USHC'N=A6A5^P[FCRYAW-'&(D$*,!QE.UF->)LMI.*@CM[0;X M,;E7>['&E"!IL8!7,TT^&>@Q)03(U;6<:`.55L]RP`U94M%T.N7:/FH7?I,U M&N=D.\7_#FC)GI7L9',D%FO`@_WC34D<:IHM_E#ORU19(*(>X0_UA6.?GKXV M+1%K"BO&S.L1F/5+.1<:NA1W31H-2+DV M"=K'UB+A6C71(#B+EE3T"L6)O(@UJ7(\PY=&5O*,KJVZ"8WS_>(E-@KX&"M3 MG>O=M8.SI.G,B##C43T=X71K-!;ETB9H'UR71.-6Z1"@U4PJ^K'R:,C=X7"A MOC!PF6'Y6<*T7=BC@YEQ3L[7>1-$VBQ]+*!5H=]RR+%KR8LT8A#CEZN#NSY> M/^9:^MAK%T4?^^,432YI`TD?38<,1!\G&C&GCP)U"+>H?L*LO.!54E1/UV1$ M9;)ACUJ\?NK_1>&]F1`)OOP:<3A)^^--$&L#QJ/?V"]XID.\G-#J& MW6#H<#(YH&9]$.N$VEYUTEP!(")K-D<##]]P@D+&:,>%&*YPD>;;BVQ3X(06 M'^?_E89K=4E$B-QJAUK:MWG"#>&S7=T3<-@:7>-=6M8^*'SWZI$G-F MPP:RS=1V&M.VT=F0+W/T2S*.1T70A`_W(Y8_+*A/),)+&P8<3A^-&)3F/)E3 MTA-$^H)X:WEQ5MDCA9P(XSJ^?9KK[_0]##OE#1F4*#$1RQTM:=X]Q5%7=Y3& M)Z3](H0JY'Q,=P&\/:]LWWNCI>X"PN9\,Q7?I+34;1J?T=:U@`^YW>=%E?XW MVTW17=8P%5-B.:J.X1]P4W$R>>&LUX$'J*LSY/)&V0T/Z7N"2"&8S!G^F]H"2;,(58S_M8E?UT]SZ3E M`U6]PD9IE#S(M(B]R-8\*D_0#$9M0+UI&<1F3.9D"85YKZK`I=,3B.*\E]3: MDBK/>S#EM?3G24^+!),4Y2%H5J"YY&\F2Q8^88^8ST*/QBY_'9HW!O<\M'<> M0B[,"CV2/!LM5J+0":-T#`GAMGF3C+BMQTSF`\J[14H?%7*AY?75[US6&:8- MK9/NY3K$Z<6U&D-.1]QH,A,^;5:N@//9LSK:%Z6:OOV3``(?>8%OQ*RV[RP? M:8UY7T];`-CS>=5YGPH5SNKJ%%'EQ:M1N^#:/QZG*$98L&5=D?2F32&XWNCS-M8H7K>`=>6/;MYT ME;N(1]#U!Y,N9SB/8UVTFD106JI,IC.@`5%3A0ET!KH*)J?.>#XM]#7RY6:Z M1[T\4#]`?;%YVC9.5M-HO(+]$&\5N-:9%9@2QX'R\EB5%5GF MT^SVXU&UOOC_UGH,32(O[W9W4B\R)?E'][T3Q+]X@E[CVS3+Z`LPKY,]C;XM MM'8>6!K;YRHI*N7Z&4"NO3:U*-J7:)>J5,\E\#;;?J7\ZWI/H:P*0`[28HCK M;5'2@]OUK%%_9P]O7F0\JY8]3+'@*C7[M=6M4_,RFU^IY*]X2Q_Q[JU4_(OH M(FNSO0$\(1)&C/ST&+UH4#F7H_*:T$IB>[[Q2FEXZT&LMU\.*<^P:?E9$+%F MO[8ZQ)J7V9*(U?MB!UN^\>HG+KT,W])B!$OCE9X06:MG"E@2T_,-6$J["QPF MYLO0^;&@#V7RK1N;U%[78]TP@=?#67SB7Z!KI-#<3R# M783AZK!@Z%9_:0"T]@KS5&=#/4NMOSY'`6\-]BICFR-,>0+W-#*<=I'A.*NQ M+SQ=5/)M+-E$-*"@U;_Q&\/K4I:_(HB="4[%PEGCH:P/;,VEO2CB]B/;7PWL MNL]!%Q=_MN!K"0O>$=@)$U8%PW54.#X(&PUDC1!L)NF%`;@Y#/B*X-=-_OV3 MAF<,OQ9PL`#X6F.!0Y&9.E?U\QW&U14975;=X2K=)'M)N2O=CF%+S.AP,E;O MN@]BG="@E[+$E3,W6J_8>.8J]NLVVNHV*)5CJ&L!"Q/N]_DC'=J[O#C/CS?5 M[K@_VVQHM87R$][@]$%1MT"70/A"A;J<30H6-AT1Z8F:KJCIB[K.<9=6#PSN M%`RR\^AMOM\G!80#:3-EG=1KM-#46.6O?\X27ET2;\_3]U0TV\AHZMP85K66I.I^D\HIZD=I#TBG[I'65YA=$B>-,TL%*@$GK9X M!;HE%B:ORZTT+P=?]HK\$1<%WK*<&.(H_"/9'X65-46MPWJMPC&/U:1MR*N] M4;<.L;9Q--YV\"4O57<@HW^@C?O&VV5R+67&6BZW-E?O$N($)*RV5B\)+=^A MPY!=@E89^0'C>P97Q&OH_522<>V?:#(;<6KKW#9*@_[$,N"*V#Z[W*P&CKJ. M37DSM@1F[+@NUO9>4++2WW:LB`M)?0_)=D#5,?A>0,F)`D":PK"HZQ372W9@J($3 MSE"B8"BD?ZRG;V/GV$39/#PS3AKI/7P_:!GGJ?'!6(4O=]-6H)X;MQAV;*07 M:\?LH^,BU7#7SW=D:K34L]\PBG8.1BJ:9=H(DFZ:#QJ(9D[U8DXQ14KA02_3 M!SW8[#>,HY?]D0JGF+Z2"DDOC0<-12\G>C&KEP*E<-?+S^D7+;7LM8NBE?UQ MBN:7M(&DDZ9#!J*1$XV84TB!.GC01_R`Q14QA2WCZ.1@K,(IIJU`Z:7%L*'H MYE0[9K53I!KN^OF6)M1HZ>>@913]'(Y5--&L%23]M!DV$/VF0@6CD1"-F(T6+K>-[;4=SV#3.2K[7\MEX,TBZ:3=P(!HZIR.SR[E0 M03S@YB/>:T:.ADWCH.=PM$(T8LT@Z:G=P('HZ9R.S(*I4$%\G`NE185U%_E1 MXTBG0Z,1BT]:>$-0^FH]>"@Z.ZLO\X=%8F7QICM]M1VVC72JM-.;=]X.E,Y:#AV*QLYIROPADU!-'/2U M7USP4A6;$C0.J[&B$C2K1)9!`E?OH8^NM5&,&BJNA+IXT]_HQU]?<7N-X MFML?L7SN24MPFFLW>DB:.]$8H>8*U,67YJH3]H3-(VJO-`=NI`%@$OC\<`!* MBQ4)?5JJXTF3U:E]HM;Q]%B:+S=4`C"I?C[&#TF'%:E_.DKC2X.528"BUA$U M6)99-](`*$F!/L8/2H/E28(Z2N-)@Y7I@H+&\?17EH4WG'XHZ8/NHX>DN_)T M0@UU\:6YZO->8?.(VBL]/AUI@,;A;QP54!RC:LG=DQIHY.\)F\=3`WE*W%`- M=/+YHJB!*CE.2^Z>U$"=)B=J'4\)I+EG0QW02)N+H@**+#0=F?M1`&4ZVGS; M:),OR_'J3WV(W#2=F_[+##V&SLK3U-1JXD=?==+5A,VC::TB^VLP^UJY:S$4 M0)D%IB5W3["ED0TF;!X/O.3)54,0T$D-BX(#JB0K+;E["^KK9%O)>L0,[2M2 ME\:Q<:WLJTC1<642D^X<>(R1FRE&W)PFZ=C5\6:HBJ&1):0[!]Y"SQKY0I(. M,0/0\O2;<0Q7)W\H4A17E8BC*7]_L5PSE1AUB!K3-5")NC5$E9B=`EF`=&F5 MH.ZKH5*,NT0.EIHH1M,>I&K,3X4\<+JP>K"HG)%VC'M$#J'JZT;3'*)JS$^# M/);JH!@>7]RY43^=>3-^V^)=DO(:H&=E>;QO'KHXX$V%M]>XN#^=T<,0'XWS MDLY2$ES@P6;Z65YR%/4^S!XQ8Y]&]-L`'L<))=+),T&?\'V29O0!XO?I;JFZ MK%IEU8/*H9W_O9#KD%47EP>FV7=^`J!2.'#_1$=^]B4M)5C<:Q,<.OOCFW_L M^E?ZUXB+O%"28^41B#'P7`L]P-E6<>9;Z.G5,WZ>4_B%,N?SSIQ2G.'F_0-9 MJNZ/]\J9'[4+/O?C<8YGO_X[`,=>*MFQ!DC$&E`'DB]Z.C!L%UX'1N.W(]?0&C(8?6M8$F'L/%$V$_7$1.\]W1UKAL[MXUAJH;B_JRE_CRJAO,4K MZ1!7)61W8:7O3R64UV+%[:,JA.QZZ40?U/=C8ZF#_(ZI MGNP]*H/ZJH:L1UR%D%[8F*H$I#L;ZFF0JL7"%T_/LFU=9ZW43Y^:Z10O@VJ. M`WD259)M4=,%BI9HS8DPETHQ(?YUQ:ADWGP_$!JC7XINH#3JF%ELQ=&O4*>> M'?_J8U2W;KX?"/71KP#8";5#%E?B.7^4TC\YL5R%S_ MSE8\0H.K\]I!>.Y[E%7L&8(SW`% M:Z4+8@7CHWGN*]A7)',@*YA0XI(53":7Y[6"#1$V_`HV!Z\K7<&:6]CGZ4.Z MQ=F6\A=JZ9K_]KK7+($\8U2I:(;`-C2M?S MF@F%+EC-GF4@4`MI8ZQFML%`]9TL6L;D@GP_(=*^W#4YU*(,'8V.T6YH"3F1 M7=3B!6F:;NARUZ;'1WP?:G5,F=[.U^;J^@ZCY#X_$@#/=VC3XW%+2*!=7J#' MNW1SAQZ;2PTI(4OC1<>"EHZM2/\#+M)\"^@VO]SD1-?P=.S-Y8Z#3Q3KT.L< MEYLB/];A)#EK'.$-)TC9.0<]7RBWAAB/J`73<#+>)]!!:SW MS'(,"??^2N'^+BT)>J6;9-_YGBDNT;&DT/[8%`Q/ZH+AR>%0Y,GF+C;2AT/2 MX1VGP#`:+IAR=I^3)?"_&3^7.[H.GJ?EACH%5P6^3Z4Q$(V^P4,7.OQ,SL%Z M?:A#1WNAIAOZIN[X;=S@@#-CQ.B97[>MN\7?7FKKWGA7:*AXX:R)^9%9615L M$>@YF.V#"\U`^RQ<,2=:]IJ((]W@5N@JA^GB112W(WB">B1/>J]9M$8[T'Q. M-Z[Y+BR1OD`TY8%.XR.`%WL9HX-'8_$3!GI=I-M;^V"0O'NTD)""*UD,A7<% M'Q]:(8>FP2)#%L4AHQO.\(HC1SI6*HH?Z9MH+%_D0U(1V9,MASP]5-8ILA8M?TNIN="XB\E"=R8;U7-VE,'E5L7%N.$G$:=:[JQ,> MJBZ)]Y>ACC*BI`>;M7@6^+6*1M&.(]4../S MV=B>LR=4&7C47B%EI0F)<_?50N4ASG][W>F'`GG&OPC[C'(-C60V^,BA M,D+B]NH6H+J<]C_(`HJW9]FV8>LZI[^Z/%9EE61;LN?A6\4E5B'C(:QG*3*7 M[@+KT66;=-T" M,L)(E\#VC#C>SB_AE*^LE.UF=`F$OPZFR]GDZE33$0E]T+ISY&MAM@S:L17T M>IB15D[NB%FH9#B+>WM_V.=/&'_&Q0-Q7N?'^)&FMS!LH6A37N=5LN___4U> M5A_SZG_AZA/>Y+=9^M^$V]Z[C1*##?3]X/8>2JZ3XY_ZNZC^L!`U3E#[=>X# ME"=#\R,?1D^X0MVG3]#@G=&X>`-,P%/G:T[`;`!#,=,A,%G_+W-9AP3!H$`Q MQM`(*/$,()AG++[+B_I7M)UL?>L-YIEB MM9O1YHC@ M!YHOQ/[P^;!/97>[M'J'CUQJ\33[Q'C=ZP^_>_73WQ#O2PLEL-ZUC\/Z1P[O MQ6(P:`1,7S,GH2E3M0QG;P0<[O.,CX-=SC@[5G=Y07%!8F?27L'M2\[#]'X_ M;=T\?LT[H*Y'7$NR8J7DK)2Z)T M#ZU>T4IXS/,@JVM!>Z"N2\RDA74Q8UJ80X^;BPH5^$#&@^EU0GJ!<-.Q@,?(_H.]18WEPU!72[4LS-1-0ZED<4JPO$NV>`S5CY%LD2* MNT0NP#$8O;)J!6V->'-(Q3<\,Q&O\,94E^1E-T2*Y&\U+.N?\?8BJ_+>*1UKA[8=:=1F:N,,9Q2 M-FNOF37HO.FF-?!B5UKV*EM?-8T50.G-D2=@569S2@-.2!9!]>P?]@UWX`OI=;U M>K<56(GZ<0(1%WT''L\V9,$][EE"5%-`FJQ]9.?(NZ!#SC>7CX!5:4QDJA MY;Z'D3:[/J54_IV7"G4GEO?0=HO];M!J.-)_J,>,I6E$OHX3W-8E_QHF::90U1"*O7SK6M7T41QM MDW*P>7Z%_')7%P%DQ0%_SK:XN#K<7^?O"-!G? M?_?RSS3NQNV/[4&X)4;=@GB9;+(U*+5%T8M"$F"BCC7Y"48\TL*N!P!D;=0. M6'25\.I$E[M>S-,*DFPHA44F*UXG);N3IG(8P:C^T0!LI/+"NS9@Q80D;[/< M.S#IG8>L&Z+LS7V`5*ZV'B6MCPSZLOA.F>8GX4F> M[D<5G'CLO&L-:*0S][K`I/Z9LU>G`!Y:^^T%:SOW2>`S1C;A/ZV@<$`*^<4D.8 MK?KO6,Y'8)#UNNL0.S"A$-9TC7@;JU;KE*\A<.#$J4/<("9&>)C=YQ(I,#?B M`<+86K"W1Y>N\RNB(G=)B372(K6ZQGP\2<2-ZB4@`BA-1S!)@G:O0)?<1:]C?41/[(_R:K^ MZ!*(<]%9A[/9J\"*E^9(?]YBL3`KWJ7\]OO?C^F69F^%9;7QX!=GU.16MPV+ M_0<]ZW7S].7W/[SZ_N4/)^CWI]_]^.?O-4_S@M_OUC;+V2O>AC;I=&>'BI5Y M(UR`W&4A/Y/?'O<56>;K>`,92BZL(^9`*_1='BM^YZ.EGSLRC2OTIB7SMB43 MM5"73ZZ'&V>Z8\R+>[)_[*B@C@RJZ=2;Z%-XA^^>I-*=P@\.NLJQL'I2HLD^ M4TG%=H1C9$O/U/0-SLYCX%2^A8MPB53 M&%PUPS@^I',^M,[HC#U$UA]W\35.#M<4-^X)D^-&KP M^^].7\)(1_`L'4&"`A%3Q95C1Y5C)*_86.<#,X9WJ+P!AG\D'&*Q)RC4)0H" M"[4E8',LM5(TM)>)?SB$XOKY%I7HGM5S=V-UTF9;EX_\5WDFWU2EM?)S5[Z M^+8YK?`I,1;\3I;^EC[TI.H9_$$C% MR>0A&4_*2[^!V$<`:+#>?$Y>TZ;?HK*J*].98441@F>T)JP#W:T-$H&!+;]V,&2,^ M54&UXJ_Q#4*J1&,[T-"@2.JOJ_:QU=ULG%0&IN("9/?D32AZ2=,\8 M2#-T0_&2O;.]3?='FJ*^2?8;6MHRZH&O5).DNA]+YT>/6@^+L?0>O]98#>`;+ M/$H/UEK3`6NJ#9^Z=IK/VVF]#P&P('IC/*D9'R8BY!V%%VP578\)#U3:UGYG M]#F<\;("BRS\N:_3)=CP^N[9=?XFV>_K-(FS;-O:1\*9,]E\*"X"^)50Q^ZVD0#/2LM[C+=W MG[\Y!7`7RX.9C.'!FXU$7^EKCW(";.9KO9@2E-5>PJOC>E]37LC0*_JZJ^5" M;\.S>JEOMLF@[EQ::KCFTJ^GWI$C_P1GZG&:AO[[/6'$_@>\:`?_V?I3]UO6 M`=>R2G/.:/B&9;/TK>_%-$)E4I,OE*OAB5OT8B8B![4&H:8=:AW9B(P0PHEZ M/3!/9^H2:H!.U64\FYZKMYCTS$[6E7JA?[:NJ13QUMAZ@#;GZ].NT5?9&6YT MEED[109]RBZ:5Q5HRR?5(;UPNFV4;\UT.H5-*%1Q,-:TN;A)?X\5,>EY):QH MY4*:\O*'W[WZX]\0O3B;C=,A6=G(_=/@'EX_]M/;+W['R$3.@-2RJ4'JHX%! M.16WV^&BH&_FTM/;Z^3+65GB2N1:J;N$+G,G&_WTL(^W;A(*2'O$.L3W='3G M8E0+3G,BO.N'S`?1ZP9!3V2^AT170#@3)I.CH30.3H2O%RWYL)H!E1]QI9&G M(>\6X;U**1=")6NUBQ4'A).SY\P/@*0*'3R0/,DB3-`PUAO MB(_PM,L+X@!M93M#(RKQ[4?*HY8YM100B_8-:``S+B-F*4P,>0-H:FH555J> MKG[&-,3J#A=&-L<[`#"O>N1ZED0;0S,9`0.2L<8UB+ZJJ'5_JB<1U?SOA3R5 M7-0AOIHW(]=2<]9XX<,[2MM8UT5-"P)?=/K]2W;_8-:=)0\T7W(3+!,5'0A MJ@G-*YO2?&2:%LYTR'#>D%&E57\3I,J!D'4*;C!2#B9>#3$1WGJP9X\?JM>? MC[%BZ4Y&T!S^.@A\K.[R(JV>SKZDBO3\V0XQ,N_G1SZ35-_&[YNFZ%?:&(`. MR>4_D_>M%+[CNY1#+^$*DUG+JN16>!8H[Q/^[4G)^.?*_8V\/M1UB/RR)'0^ MM)^+-&"$GO,72<5RV!Y:II*6*5KZB!8WVC;>1D5L.N%>%#W[+^DCRBCE]EY1 M%P2EY"^'0Y$?BI3\+785)!T#F[P2J6==X98,JU,'4(<,1F%VN,<'"[,1T8&9\3D#(RDK&)`#9S(0[$]4[05UW1/M#UL7Y>=373-DD MAHS`]!^05.T?9UM'B+3,C5F6`_\^SVY?5+BX1Z,'3DLX&TC)3$Q#$HII<'#[ M/^85ODJ>^*W1BVR;/J3;8[(O/V":*;+SJZ=F`_?71,<6,(#+#-O90*\C##/H:D;IL=$X8 M@;8,"-1)I.=27?*IX->/N:&"]WI$5O#^V'44G%Z5`ZG@2D9&"EX11NY!*OA$ MG>0*+M`EKPI.FIMB^*!/;"4?C%]+S6D/H(JN9F:DZIP9F&@^HUH*=1?IE4^% MIT]Q&.I[OTMD=1^,7D?;V;,]()5=SOI>BT`!Q,15>R,E+T'64%I@,S52J%H@LTRJ>B?TZ_&.IYKT=D->^/ M74?+27N82JYD9*3CE!&8*CY1)[F&"W3)JX+C!YR9JGB_3VPE'XQ?2\UI#Z"* MKF9FI.HE8P:HLD]52Z'N(KWRJ?!O:=U#0X4?](FL\,/QZR@\ZP%3X368&2D\ M*UL)5.%G5$NN\$*]\JGP'U/C0'J_2V1U'XQ>1]MI!YC*KF9EI.L9906FJD^5 M2J[I(HWR&FXT=F2NP;@QUX9.S#54%T;)R#B>#M9]F:B3(L`8P'796SCKPTZQ MG9>]L;O.N\!4=AUVQO[+'K#'/J=@"@]&J%WA,@W?Y-D#+JJ4#(J.KZP'*+03 MS7[!LP]5?(S5J]<>L0ZMZ=8GL10P[T M#N9I%YCPZLX.H*0KL8ZISNE%"A8KE_N]1F%H88_(.=WOI:48!QG<0`HP:LZ! M/)-;,`&Q-(A=5Z#O`M[GQTQ>C$'6+;(N3;B8/OO0OQQ05_R)7;W$B`-)<:)X MNC^O/7(#D*E.P+M;M,X6U8IKHA1T@&^.!7U46&(!XB[A[V:)1S];%HU?CKGN M]+]N'_DZHSX7K&A/PC0&;8\8/:;579JQ'- MV"_P(2_8%=`#+M)\"\[]G[O0J6L+L9RUBXRX,+BL/I$1G3-97S'A:KMM8@*1 M'3@)9XJ]`7T%AO=%M#/BO1'O#LG#"\IB/)=0I:-RYU!/01V6Q7%`B_]<$GR\ M*M+9^HYZW<(NE6HNE!%*X@.VG1#K%7']7!,_6HNJ.4/L]]U#@_1&^Z9CJ/V) M:MK98.4U,K*0%=,X)ETEJ6RE'3:+4!UM,,II M3;1Z!:%_7[;4L?8SX?H#CK_(S2G!M%B;2`-"E_?[3.MB49#2>$]%V"-2@;^Y ML0LJ_+5-E:^GA*_P)YR"^1)_"OD'?)`UV>/R$SU*/N*_Y_E64:-WOGGX)U7G M1SVI%T.;H;K="6(M60%>$(BHR43=(KZBRU1E\@BK4D]"9BF4U>6.C>)SOI>M MZ9.6$3(1QF.=>L)DD23^(6N#:",0RJP_\%LV\)(TBJ_2`M68ID5(]"*<(K-3 MK*LBWZ4RB!ZT"J[`PS&.=8#]%?$_`WB`0V>P]TEQFV;Q575F\L=J*ISY@"J* M,UPD^[-L>[:]3[.4.C=5^H#??CG@K)35H5/V#*_*2EXF&L-[L%JUPSZH[@0" MJ]T82X:,8=X)@('HJ=[$:$ST+D*Q4;KVT">"Z_%HU>"=]HE73G1F_.+ZH:PQ MT[*F.0B#L6"&/E<-QC24RB0L<2K7I(#;5+S?TR22;/LA*?Z)Z=#42XJL4_@M MJXR#R<:5-V:6T#8'M8:8LX2!^8%]8KZ_P15U<%KI(O MLDV$-HGPNPE][B;>-^F*OJ&=OT6TBGK;OU_UNHYK2_N24$&-O=@R'Y#N%_'=/JZ07]*BNMDR79)B4;E+0CO2SS"_+] MS=\9RWO*OIQO);=!]U^&YCO9B%G9KD-N2.ODDH7\8YZU/S:^+C,A48:(9N>P M>2*Z'(DW8-1'(SU[[XXW?>-%ZYQ8XT_G2E=DY]%KI8C8,O`);XX%2P#;\,UQ M6>8;^M;1EF5%HRPO[@F'>7_;27HR=Q6*$"(-<%@LX M".=8$>CDI\X47L\>DG3/JXJ_81E$GZM\\\^[?+\ER_GKI$PW$O_*F%)P-\N< MU[GG3NN$@]KG:LE0H^"$4)_2"6*T`!QH^.&^?F#MFSWC/NESWT\ZJRDMQ:^. M=^F'W[WP[SU2Q+H]5 M69$5A^`G&R/!U/-T?R2M)=!D2S`X0EES/E;=AA"J*2%."EWN$"-6HAZY&J/8 M0EZ3C!M/\2^&I!8#SXA%Q[)Q5>X/1^Z;H1?HII7"EE-$WZ1-$NVW\4'`S2S& M6.##)@+&^.O7O2YWW0MK."&SR-_H5CUDIM<]?-Q?CRO94V>]]_58S^9A>3#O MG)G,W"28;CQM,5Y\[(WHO481!E7'B*\["CB1O.DXU+GWD$HSZ$V0^`%']>S$ M4K;RW;$Z%OA#FJ7WQ_NKY(D%PZN*45N%?4J9)WKTI]68Z%1M+:U4I+,0#94^2^3/ M5'O4`!MKGVJ5J5P3-:GO$X!IM MGV-WFV7/;:W)9&7L$V7Z\XHL=J*[U@8K4%R(]IH^^%ME>\0`VVN/8P_V2M.\ M5F6O$O:),OUE3?8ZUEU[>YU7W'#V>E70!)'JZ?/QYK_PIKK.+XOV;/!=7@P9 M>?WT(?FOO&CZO-DGI3+Z[NL#P>W:FV2F%5YX(U13IL?G>=%+)J`).B-`.$$W M3XA]`K7=V4?@Q/K]:M+8HI90(Z!6IG..8$L0MA7)SAULK`;8H82;%CA91/1# M##:*LVS[B:9#[M77403M@^NO:-QJ!X[V:))DX[IH2_(0TGZD.C0V#PT%"JS] M9`PI3\6EE41/5CGM9DIE#;M8M8A'>YD0?7E]S]I@4VW=)6OPCV1_Q65D>[P\L M_9QE&$J+:R[VN;"7+9:3VB07B%6(9'10_UNH]S'T^@GUV]4?1.R+B'X2L6^B MWD=Y$O.BU3.E6;RAQ:8O;IBH#[6H$SJDV#=?%EX"!G=E@N!_ MP+15G^R\_8*+35IBT0(:XJ/A4V27E.`L*K[01,47,ZAX(H#%$]1\.MZ*&D6B M+=L1E]9XJK3$`JNC2$'SNQ>'N$E6>"!\"UB%E$:G+W>_))2'ZK+X1*]FJ$Y5 M9)W"UR:5<3"I]LE.+8A?5#>G05S6`B]2;D[Z'. M-`R[_YT;Z5@+:FBK$&T%XJE3\U%_@/!@M%`M!IZU0B=\J.7I2TVU[!I&4LO> M2"43?/H2EEIJCQJ66H[58EXMYW7"02V;FC%JO9QK&58Q9\QD;-4RW\.06AFN:C!J&80K40H.:L3OA!385> MSK6,AIKB.1Z@#PS5M!DW".44*X<(-7VK9Z?X/^BBY@^Q4?,'+?SY`81JFH\: MA&(*U4*`FK,ZX0(`^,%339MP@E%.L'"+4]*V>G>*_TD7- M5[%1\Y46_KP"H9KVHXY]MBO4#`%PSJJ%'^!4J.9%&F=[PCF)YRZG6W_ MZUA6[#+9=7ZVW:84")(]?7;V(GN3'-(JV==#OBC+H[1*H@6MX$IIP^]83WLT M:.Y51X6]+TS+`M:$3EI-YK3BIB_X8/TB([T(HVQ!CV^)UMH[-DY'U?7@P%QF M-?U2:&>*]G&L.HPS3VV^T?'V!DWWZW[3$:;9%QZS]\98QNV\>!GELYBUEWT+; M(ZL;SXK`XR+-HV>9J@QIUM^36U'`/$^::7J6;8>C.6C&"2[^?5`L*!PNQ3-61<_XZWM_0UB/9IB_.TW!"@/A*M4R7].=`,#@,N M_(]5?/Y=*V;6-3G4T4,]@G!2"IW586P7GG0!MD'HA$XEBG6;H^YM5G7%5[3,V6[F3+NS:)O1NOQ#1,"85_\<*4T\D3#XT_ M2"B@C@0/XY1W@QLY':'([ULLQ?2%!=-!G["PTNO)TQ4.2NT0ZOF$ZQ?/+C+U M179!X[!!'M&(I^_(-6^Y760!;O#J1'>`#ETKP*,_]D%,IVA9(=C571FFRW?_ M@O$!%_RN<.R(C=0>!N$:#6,(>60R&QZ6'HP(>D0X_A"-?7K((3[5`/!BM@]& MXB]G"E6:GE)HZ%$X0_B$JX0XNMNW29$1D"G/-@3;CNS=S7.\2S>I["$1G<[! MS4.+HRD*\TZHZ86^Z?5#=<=O09C-D@S&-R=]A1Q;EJDVQGBX[!-_TO8J*:JG M:^*_E@E;$LO73X._:+]D9D0OXM-F9GS+WCJKVR/6`?5IL=JHPS^#B?LY:8#X M133KZ0^G^Z_SI-A>[L[3`F_()\HW=V1W=I]DPD0_W8[!M5G)R5AM60>JLVT7 MU/11Y`2&5$V]"1KKH,GL!`PNU\-1*M>X8?CP[WBDDWANW0"0ILQ+=Q)KE8C6 M*?#2`9H\27BN9>B0R\Q8IQ[98*6*/LL**8_V\G(1.\SSV?T1[_\=%^7F[I_Y M8UK]MWRRA]-7G+-OV M/O5^OY'/NF;GL)J@R]'$52F&<$#/G`<:0SI#T1JC61MHDL64.:44;V^21]5M MJ'Z;T*G#@_%-TX7IGZ%,^IPP1ZFD(DDZ3.&'O$@>LO#1M'"$C:6;$TS2CFZJ78(1^I>T@[$V% MXI[F`LEE'4M%/B;W^#R_3]+)D;*0S7Z7R.HR&+U":4X0;8U^Y>W!*<]T(N0J M))H%AZ7C75J4U=GV(2'#ER\?WR;[-]F55H]"9R%V5;!-&!^C-.7=$@+Q)M$]PTD8FWF7"G3I::; M?T^XWD^;!)WHT>@F!=WK^8V^@(LDV9]>L1@#%H3([^]SGO:F/)J::1N^[,/, M>">5'EB;.MTR/LHK13VIY2"7<\CW0?*BNL;%/74KK\G7%)M%0?L(KW+,CWOZ M"@)I]Z(B#1%M>8)HV^B+@Y;TIZ\.*$7OX`TV+T)_2+;X.K_<[=(-+LK+3)A? M+ND0UC.4C7SR@&O=%M'&Z#I'37-$VD<\`H/.@U;6N0D3H\SSYKFI>\I2_1Q5 MWK!U\\1^WN3WAR1[BIUTKC24@4NO:25!7X'>8+PMWQ&NZ#UFNM6X+#XG-*/K M[;^.Q%N1H+].YQBO.ZLYFGG)F75"='91TXT6C*(=:=X4[PHBZ791#N.O@OHJ M.?/\M)$^>E\?KQ]SL_61=8"P/O*1ZZ\MI#VX]1$.#P[KXSP3SVU][!F*QOHX ML9*0=U)FLYK/CYB"S'7>_[MDI30C$^&>BA&7\O3!'H$31$CP%>>;*O]VF!$/ M8BV-PGG\-=9&K:=W7&QUVF'=?9-G9&;3FSW^F%?X"A.M(#![*]R6BMN'774E MXYX&LYJF]#8]1EWCB"LNY/%KK;8&#'1_I&[QIF,GH^S4]>I@K;(JLQ@LLGHV MX<](BS3;I(=D?W:?'[.Y.YPZG:*:ZX0#I7J<@^&IR#\3,M_T`^(('S:+O#-E^DXI]4;>"H(:\,` M+N9-%T#CU<)?C0%3R*V!ML`;G#[02L"T]AM*:E98%1E>-!@`[(IT>WA#1ZK8 M+IY24M[5Q#_BZG)WD568S)[821*V#^P?B<<]\2=(TS8#BS1&ESO4-(_I%H'F M0,\;TF=!8)4;REECE[2$-_&-TIH*,#M56KZ7-J9R@C@XU148)0`WM@%SG4JZ#IJQ8 M:?9L16U+M8YNQ:R\HP0-@=S/::+16SJBBRY4@^BEVM,FU'^I0Q,WJ*AC1VK,:2N3@7HOU>P'K0PLL!A M0JVY^3DE_MP?,"'+GE9@PKW(WJ?X>+FC$7EQYH^\5^C4'P4/,Y=/VP[-@GN1 M(=J'!K=HKZCI/ZMA1S,%R)`?]F0MWF.6,#]ZM98!0,]]H$=B??;3#.TIWS0- MD!Z5]8"!4,J+BOX$`R+T3&^4/Z1O=PZ@T+R.Q-T64_]!MW=8D-#F2?A05NV@ M@_0@ULN=%H18L_>QW6ZTKU?7P#'T'ZH>F=BX8&9]`WRP,3T/..&TW3`D$@,'2^"5\V@MV#I/(?//U@JNE%L98TNI=@']3C?=)=,ND0(AF8? MTBR]/]Z+0,283.#R[,9W5&YI.Y#86&1IW\/R_2[&'0*;DB]>L*DA M`Q2;6B[=3)6360,VK8%AO]@DY)AA$__K5XA-0_NVPZ8YXUYZTT4H..6HU`0` M;KQJSNQW)I0`],T79";];<`$7'X%6["^>9IOPJ:V&:<,8G^`%`UG`$>O6]32 MAS-<"$L"TO8CNZ-=X%0Y-&%F9\),K+J&(AV35324*YASN9:J*21Q?L3GB?B2 MOZAUC`(M,V.>+V=2=?5,:%TNVC9Z21:`@SF^9AT^2%5:G9]C5 M5HN7R,MX!)TGJV^1@Q3-5TX@$AEG/<-RW>,VK5KM6QI5GW.7E*3W;8$QA$"ZOA6.RH29F:#+G:RV:FM7W8@"T67V M]H'\_G)WCG?)<2\L)*;?/_#-+'V^)&5[>P6ZV%*,+C/$^M._U!1BWM!:.Y-Z M-[7LN>RA2IM`,"C*W!8I(_!Q0]]#2+[':8BN]Q]QALBO"H5[S/4_4+?Y5;R(3_X:CI1 MZ^BZ1;W`O2:.-&]M&[-$HQ'LTF6:[?;Y(TK*,M^D+)#YF%9WS9M'G%%ZHMX2 M`VC_FK8VNKIM8FB>;FW7#S!=U=NSZ_P#+F[%+\%K=8UW?UO,C?36<]T--?WH MJV&\)Y"+W&OAR_A&MSYCH\##MG>0T:32D+W!X#9W\VK:\4#W"L1NR^/]?5(U M4%'>X?T>W;,/UE=FSRQECZ?=4#.ZR9.B?1[I MGKUF7D(^$]#6W;%UF2BN9]MJKD):VYB`0'Q;$W$FL+FQ4O8.KD!;GRZ;5]/C MN$$(ZZNP1JFV*ZU20]4]^<[-%ZG#_AD7#T2J9^5K.@'"S;1V]W@^M)PKJ;_9 M:B=3QY)WID5VN%;6Z@C%]S1C].,XE7OPKD9?"E+F@=NBB6X+O4]MQ7:PP_:Y M[QVW_NO\,_EV^715X(:&-TM-=2Z8]JHINN+_\Z0>V?7D^L9>O*`;,U.%C*P;0_F$2X_ M=GB?C9=53C?UAG@&`#3[!<]]5?&AN-)Y@IHN310H?H*GUM2,TSD-YB6AE>]29XGA[*E$TC;[!E4V'G_F["LWS)JQ7\^H":CO&5SKMJ1HKGN$\A7S8 M)*D8QM;CNLOW6S)0GK1X=E,R+)8HH&;_",^;Z/$U??V@[L>.OWH]49VY^VO3 M^3_BJZ/1Y$V?`C&>N7!JV27#727I]B)[DQS2*ME_8/L>B3HJ^@570Q4?DDQ/ MVN%%FJ&Z"_J5=P*@=EJ3,U8W@YD)>?^I2M(,;]\F14:<[5*I7Z(.$6XS"48^ M/>KB#5'3$I`BR<4_O8NCEGW@%\$&F"E=):>-X[SX-1[Q[.L_HR7OK*J*].98 MT6?!Z7;VBK@N=%,@>=G5D'?R=MUD9GWT63&&A`7.%/L1VKLDJR M+<$Y&:Q,VX9'E9GQSM=H.4&]5B?H-;Y-,PKD:%G;-$$2#5[JP:)OTN8`\=OH M1NESV$'M4Z3K$_.4*[K[`7GW+.)U_BYGQ9++R6NDBC-R31I1CLEU^1-EI_3? MQKS.44-B^#0@O\\:-\O-A=G^8<;@H/RG[T^_?_G#"?K]=R]/?_PS@'0`6P[9 M[R?LU0<5D\17ZNLUU&,?0-C8Z=SIOH61+H\N#-X.J+Z09RG`;KW M7F0/N*SH1R^RS?Y(XX?O4N:-OQ-7A'7] M"V4&0W_\_O3T#\G]X6^G/YS\_O0[8/%!9X[-/=>T_0+]=Z,1IR__-[2KM6*' M`93L]8(:ADZJ`60LZYCZAT0MNH`P44\.UDYG)%2L"'EG)W,)4%R1DVG*OHUC MN7Z,-,`14Q\2`$HRM*[O!5SNKI**_/<]ODWV9`2R^YC6%`$AHXIW6T>Q*2!R MN4.<*&)4*1K&+)CD518S4/BG[W_XT_O,,?8U@P]`GU,&%9=]`KTJE(`H(Z)??6_E\$L//B^WG%NA4Y?09\ MV_A[ZX<^/:`P=?7B@A_#WW_@;)L7O6O';_HS9>_KJ>@"@D$].=CZ?9PPZE%& M`]*@?3]CJG M/]7X]\.K=?B)>LR:.X>T:B7N9A[,XTY.]F[H_"F-?5F/;^;S+@'!>7*`L$O* MM;5/-P=?H".`F@+0QJ\5N6^:K-LX;:O$,S4.F'IE:A`(E`GH(^T/%'I-^7-/ MZ`/M9DEYG4.G'[Y_>4I`:4TI>K[S\4"CC4F>`X4L,QQZ2(N# M[`*Y0,N*W!TIFXY9;:"11F2S]HEJ4:N0"9#P(WYD?YG;M!GVCU.K3(.OV?)E MLPATPKV;$T2Z\P:1DLY<69S?>/WPBM<0H!#T?2FNE!"\_):NR\(=V][#+NCY7\U[F^)GYVJYHB8XZ2YD3B+A/L&?Q M\[A*?YUY?4(VYPLRI;5XNTZ<286?$=NQ%VY#2QPLV59FZ.EU+2.\T.@8[S4M M755KH*'V[,-B@[:?;\22"A.`.?=&O"D<>GA(H&U=PE>\@EB_Q$\Y3PN\\7%O M9$((4'A`P*EM])%36LO5$#7?$T@Y)$]HRYGL4G\!@(D3EX9N!TU_GL@`"-Z8 MV[-AA%)JS,N&*8>?=@A5C@D!PB,!I]8ARS$@Q79HG+C60R-@;HX3Q\9QS/5A MD\RV34.:,L->U%M`]0FBCB)H M-TI;"#/!S^V1/4J1$!(O6KX/2_/MR;/29ESA8+4B0#,B``U>&L9OZ%_I6/ZR M;I9'+),3!`1F"LZMW:^P<.;%"UL0S5;DF6E+0>FAK1?<=.#`U$.+!6]I,,]TQ!S89*2`0)J46R,PHY0&F75D?]$2@^B5&;$^NZ%,&SZ+IB=_PGY# M6O[(CJK9Y:Y7?P()84;\2_TRP<7_J7C`@IC:Z/7@2]?BEP*N?KZ.*W():0&" M+C&_YM@U2-T+`%X./I@9ZV[8!=X5,Q.&P@M['E"F@`%]+-/"`!1I56:[,^V^8%^ZG+W$3^>;3;YD;B#9%1D:)OTL)<<,CI0#`QL M+KQ/X*TEAC@UFM14TT,-0?H[FA;8T40=T9@NVD*2P%P2Q-:31@+DWV\OKM^A MEW]^$=\]?C-PGMB8XEWIZ@6YP1T-SOGTX8:-+#AF3[7\>Z/BQ9>":4V=P( MAQ4=8YW1:8BTGJ#)`6\OLDV!DY*XIX)WRO]!@!YOV6IPR<9$]N';7Y*"5K87 M8JXKU;"XZRR#27BK)DCP%HT>MJ>_:AZVYV1K#[0FC))LBQK2$1'8NTQJ9ODV M,>\Q^[@LLUK@NYP&$%$V&M# ME!2J:2%&#&2ZO#;?PUWS*S*`[U_^U.R>J7NSHPP7G`C,)'K#.3;)II\30FRX MLC5JS=QZ'8MV@"0>F&B_W$OLK0Q!R8926%BRXE40R>DA4S]#'RHR>6'=")N@ M!/!\3KK1>[L0LV@=HY6KJ"[A0/],["%?W]V=D&S^Q`A54CSK#<);&'!EY M2*PS(KT1ZP[0)U*Q-P2;(^?GPP>ZUR$#^(F>$OSI)40'2&_>!%Y/QV>-*8P* MXS@V=AA9GI9S(S&[13P:+8S0[@[%=U'IF]QA"804ZE-'>P:UD`*^.Z(YCR(? M!#!R&%JDIJNQ#'K4\2!6V3:]86E@Y2<6.R,R?4?X^B5)R;)77N[.\8VX')$A MES==_3O/W7,:V>WI/F>/LNS9)LDR;[BZRL"C;C M->Q=9&1X&=[0P?V25G=7AWM5X107PE'V0DZ2$.Z3.%7$R:*6+NH1;IPB>G[6 MTD:4.*+4XV^C%I`,,5_,J+[8<\GL6LFD/T&5N3^<+6A8Y5*-O$A#L3K)J&)$R/U834X(1*Y+R:GJTUI&:Q+'C`Z`; MZY.1X32(-("AF8>6:YVQZ)KY(7,HQH08E8&6FQ(GP5 M!:]`,$9*HH0G0`3.7PBA@3]G>=&S7X226 MF9C61&@,_X>H[PKXU@%MMTQ'/+'!S1$6]`X+33!AF>-#.Y!S(`C%83-7&\C MCFSRJP[WT3,[;=D;(A/+E3A]V6017'V`GE^EFC=Y?M55FR7!J##>8R.)D>49 MY%?-FMV"^54*C-#N#L;Y4>B;7G[5PDCAGE_EB!0K<%CTYE&17P41.0PMTBB_ MRC=Z2"/OY;N\N"B(6U/_2A(!-Z<3N7Z,FD^=VC&#<'?)XMT7!7.(.U*0JEZ9 M9&Z0#C*P53OZ>EB\Y*5%-FL35*&_6)@W2(;,4B130RN+^T;SF4O![OH18-C3_M MJ6B*W@<@>U-NBB/VL4SD$QL0/8&+IB]F@2P+>6A.T.F!,!QOSM8*U#Y>=`!U M<_X@`>@:/$='19+XDVL"5&^@H^UWA@55^3$,C=_)JHGI]H9T,MOCR>(PEITY M1*X:YLB?]-21A;EC5PD+PF!L9#&S/(.STWFSBWI<^AD3B6P7/R\=?69M!Z9C M*2U[8LJ_MO"1:8@"8KJ"\W7Z5W+!/8MCTYB2`P7`_F#-\\FI!-.B0OKU75HL MC^C#KZP-T$>!9QKBTPEP.VG(_/2&[7CW0]**EH:[0=: M'8S;-G172G?V\]'LZ\DC-EHY6+NQ.R4U]<5=*DW,LB0&T;52:ZZ)>Q4,N7SY M6(LCU[K\+FUMT"P+``W)G%#`PO=R1K.::\;Q+BEO&-O'\L5MDAR^IRCW/=Y7 M9?,;AGLO7IZ^>'7*D*_^]7_VL/:K/'G_&&M*S2 MV9("GN@&PT-?G;'F'448Z!D8N)1%4&E^'%7;ZG MN],LKS#=GK[Z4SQ<\&HC#40L8"#1T8+/[`)PH4T8"E[H2\($,#C5U2*&@U#L M($/M60&`#T.CT<0/*XMQ#_?TO9R/^0,+*=%H&JU8_?8++C9I25K]DA0%=7W. MJM-7?R+C9;T4T1\GRE&"06ZR$,:&!GNK$]109D'+$UY,OZ%.FS?TT5F%OB.? MH&#":<2/&/F5T"3,,O?KW)[P\X*W4N_&O2B.YTROC3 M^@]JG`\A]-F%5`7)6C;G3'Z&!*)[ZV9J*+`+XL!0':.5S3\@>QD66C`!(UF'_<%BT]6 MEJYTFI9'*+W[K1?9.Z(\U9W))21]8A"OK$\Y=KG!SLKF,GIPTK8\">"Y7''W MRR\%]WK"@>0W.!FZQ95XJ94[`-9%MBEP4N*+[&R[3>F\)_NK)*7W@))#6B7[ M?^"RPEMV/')YH'\7OGQ@12HL6-EQ.];3-66'I@G3'QR?,<$]Z2;HX/A-`+>K6PGF-6!HBP/.4Q\6%KC>V#R4K$`T23\8%Q=[?!C=4FQ?.(_M9)EP M-(S'LPC[RS_W0^SM36D`H&(^58(*#=TCYGF&^V%VB&\M*0U-ZQKAO)7YNS.H MCP,:':/>!=12K^F]/UA08,.3/A9`.WBSF#D5,L0V?FWSDEV\6]#\53ASF:G2 MVN5=8?D"G!L[=P"1SO'W)(:LS6'!7U;G%\BF3<G`)7+%B-7R"=PS4@@XG5F7D(/K%!A4/7C[FMD\"Z MPG(2.#>63@+I#-A)F&=M#AA^6IN/()LU)1)4CWEL)#"P,2,?86)@2_H($B#0 MZPO,1YA7*ET?83DL\.`C.$+!:EP$Z12N`1A,C,[,1?`)#4H8(KVM(PEU9V!N M0LV1K:-`NT-V%03LS2#$Z&Q>,+,[,99B:VZ).@PP:='M# MP4((38<\ZY<"JO/R]3-, MK2@"<3AT>#?S0N@U_F$)KO9N3X`T4R?WQ$88@SK$,[6WFGLNT+),?:J"`*D$ M-1XTY!,;U-RA0L\I,L2)1(J,!P]H0\FKZT M09Y_)[$(:%Y]36/1`9`[F>[3JJVJR80`=A7?ASBDQ5`;O M0Q"*1,*8=')B#?ITSZB`#JMO=30B.@I>6!4$2RG MC*;+,JJ%/DZ<>CH=[,LB-@29F^\`>6QM-PC@U,\BN>-.2P@J_'2<.J/0M@Y% MK0*-5'P;@!(4]\@'\[Z.[%:*5".[MP2L6:,/52_+)/ID11%PO2SM:)1)A21H M02D_HM"MEP4@-@5F[F/CF#L.V%?'6F8+:#2$N8>TG8!-_)XV,%Q3/*1NI=J, MYMI032&(9P=JBT_\JB!M#@#L$4UL_.KABE[,S13)>:(5FOUX3W.48+E/L[Q:^D^4%B2@\L+[#%#]L+H* M"0:SK,0F6M4>+#C9F[:1$Z6RZR6]*'UTLB(%S(_2TEQ=1PH:0/GA7ANA5N-* MF4SZNO'*P=K-O*D%$:L&RT^XK(ITTSQ6YAI:-R<7Q;&RX%KH776T)O?_8`?5 M/0BAQ_O`CL$%U+U-.`&N0HMI>KFF8A,.!+0<#7[.TW*S=@_N5F\`@VL^QO#E M0#".ZV7#N=@!ZV/8^,(@4!#S*0@]&(/FB'E4@7R@`L.LKBFL]=RR`<(!\H'K&3FN5BD:OA1S?=5G4A" MBERIN+>)8(U@"-0;JWZE80A4T-PIKRJA0K&!(/IAKL'CL['QS0-6&,2[#(#" M?U+I.&G_;+/)C\2WNTJ>DIL]-JISZD@;1*JIJ3STDP_G;@LUU%%-'F`55-\" MFLE&G;DM,Q8,`._.MR`>&K@X+<_%2:&&%BA_T0_SG\?AI4/- M<]KPS(O6]WQ'`+#G9<8)@$V":Q/N4\`>H8.QSR&8O:5[V`'[0"P[6G'VO(X: MW&UVUP5:GMBW0"UH.UP_"K!Z#'.Q_]GM;!04Z^V>SYFDK]B5>P:LU"5,JR/5 MB63?#&3L'7[,*UQ[ABQI5V>#N_!'HY7!6$2"TI(9_(N(?_($L8^>H,%G.SB= MV3'3;[>[Y?JJ`90=1`C!S`7_WQ!QB.9V@Q=BYJ/V1Y M.!;E,2&;<7NYTGL1T%XN"0*?H@HA2V.G_V6E7N("KRO>O@IB8?$G0Y.5A7_U MF2\M"XIVN;4%RO8@N$PG&XGQFC,M)&6W"F5T!@[=*@1TT?$,KCJKSB+("F0W MPXJ2AM[-S'P4Q*+C38+A=C-U-67@2\YR@O6[XCR_O8R.$'WN90:K"*W[_)SW M,D+P7&POHT!.*'L9UU7%VU=!+"O^9!AP+[..A65!T2ZULCS+G8R.1./L9%:T M!GG&VN6V-L%7(;NUDC[T'F%S,_=9$.N01RD&W.#0[Z]@)5I2N#Z7HI=_^QVG!<:C]\%L=+XE&/(/<]*UII%Q;O8 M8O,\-SY:0HVT]5G3LN0=>A?<_H1?F*P64%X0*?3^9^ZK(!8E?S(,M_MIRKD! M7Y`6%*W7Y>B/?_SQ^6U^M.2XV-Z'U9Y;R1KC&447V_FH(!3*QL=Y@?'W61`K MC$-2U'OD%WN1U/^`7);MU,'R(<^,Q] M%<1RY$^&`3<\Y/,K6(P6%.UO&QXOUP7& MWV=!K#`>I1ARP[..-69)X?ZVX?$OU$@;GA4M1[Y!=\$-3_`%R6K=_)Q^";_? MF?DHB,7(FP3#[7;(UU>P$"TGV-_V.C[$N-A6IR3JN9*EQ2]\+K;146`GE'V. MZ[KB[:L@%A9_,@RXR5G'TK*@:'_;XGB7:9P=SHI6(<]HN]S^)O@Z9+=:X@>< M1=C@S'T6Q$KD48H!-SGT^RM8BY84KM?%Z-5/?WZ&&QTM02ZWU6%*NI)EQC>8 M+K?=42$IF`V/\TKC\;L@EAJ?<@RY[5G)8K.H>)=;;9[GUD=+JI$V/VM:E[QC M[X(;H`57)LUZ_1IKC0TED$]\Z'AUVL7R@2"[%]8G6)T(:N6__'%=3WSH^O&F MU?$AP:"]H=N\[[$$5.E6Y=?`*BM2,!_WT'($U@97?IBWPRLH;J-7!5@[>CG8 MOM7+'J&CS6_XH^/DE]?YQ_SQ(B,?3N_?8`\%;[5)@]C*&TK#(C+<$:XT8ZY6F'-4G'593#5D#8(4#65ATT,=.VPZBPC/[@*Q?M<2$H6 M@DTY_#N0++\BO-K7^ M)$1"B/!(D*7#[%G9/7#I0CL&6@*F!J"\'$:%S7"[E#X2]!D386_])[@9?16$ M4^U/AOKN-H]AB/,-T*7.FV_\^P!P/KQD)Q'AS"WAX(>_K/<>CYLHEWY4M.1* M"F3U"(.CKKEMUB`:.+5MN27&WV=!K#$>I6BPR#1'A<][E5E2MHLN,ZL($2TB MU]_>%UT69)U3V&(L0'H9*60`6NN*+36(F6PS/+MELU%D!P/KWF2@G29R"N3\ MT_/L6^2&?`;EG+LA@$5ZF]S\ET]QTT(R.UH@D]PT_0)=&`,#89[8MP(P*%ZD M7Q6PP#)8@087!+#)=%L\*#!V"L_Q3<6\00:U&MM[%8%H&W4E9](M]]PVFE)H MML^,"(Q=LR6CM07.;*^VE$]0+I4+MZT7M!0HV#5%&N@>#].K'<^3X,\`]?GV4'/T)2- ML6?.CI<#'_;NM(N/TR<`"GH&G-DA#R&Q`A]'@U$=W(&8-V_,KB_>O)R58(^]ER,T MY(42"$?!I,53!]V^!R*APX?!..\//']8M ME=L7$/U]?!`$_'N1G'DF'^P%P#F';P5K`$!/?'$Y]HYDQ2M"[^!6#Y\R"W`[J$)N0!?/!:1IC+Y1"OA M^_0OSVG[H"6YW[8/&GBWP/9!!7;QMP_.\._C@R#PWXOD0FP?5K("+"-/_TO` M,]L]:(GQM]V#?[Q<8O<0?OTP7>#(-\*>/LQ_$<0*XD=V(?80],MK6$,6DJB? M1>3EGWYX5AL)/>']MI70`K\E-A-*Y`.PG7!?#_Q\$L2"X$EZ0385:UD2EI+I M`FO"<]M9Z$ERV;U%Q?3TV>XN'%<4_]@9?8?QCMA$T`W&[`=!+"=>)!=@>T$_ MO(:E9!EY>HI0O7Q.>PL]T7G96J`=U;ZU+!#^P'"!#8<2">/O-]Q7!R]?!+$\ M^)%=B,W&6A:(A23J?X5X9CL-/3DNN]%8U3+B$3:7V&9$6$BL*GGZR87R\540 M"XH_&08KPKR2L_$%)>N[.N:K4_@;D44DN5@-YNHQ7\W"XAE&%ZO!'"O1*O@* MX^^S()88CU(,5X-Y)8O,DK)=@E<728U:E3`?""M`6_?JKB`((V7?,U*DLA MM-W%(<>M+LZ0!D30<:V-TV;40*^.H\6N*>X`].)LF+%GA#NIZ5;_+[`\[*V>EO.=;J&QA^]/@1;+IJW+G.4=,3G96H MWS&"X7O8D`!'G2(%W)=``'@LGC@TPY-P/@M+A*P\UK6"CDR?\72DCW! MSR@F]#-%]JO#O0[N"+O&`QPQ-W*DF<3*$>N*2%\@$&/,V6"IOKKZ4./(G^%Y M)?JL:3@EA%-`>*"P+B$0:)G6L@B@C)Z8D`"'"+)@@BXRP(B<^.!5C140?0YS M=LV=CO5@BCPH8FNL4-+>/%WB]_-=$'D)/N48+OEM+7//GEI?PIU=` M7+KPDEPN`6Y5=SB]0^IR27#1"@1$6'%\?AC$DN-5D@&3X=:RZ"PKW^56'3"; M@PAB=4R(X\>P=FEQ0%GLK4O'I6I87"*IL:UT?/.+A(F4"PJ\05G$V3R7) MO'P6Q%KA48K!#DO64H-F2=GZOL7YPT_]0^TTV^R/6SIAOS\]/7GYPRGME69D M+(2F`"'C[SJ6$?5B9RFK*E/C&VT7.TF)5ODL_%+D\;L@UB*?<@QWBK*6U6A1 MZ<9L&R^_LT_FM1V4?1SZ"\S M8?$!4RIA5Q%C'N<].X+GG`0:7@YF&8X7Q?!V#2$4$=F=.1[B]/3B;U)V"]\G MO&>42HT[)6$`UM.$2]/D+SX-)SS/HB.=G2T/<,O%D!U0B"]/>M\589`9C;`( M9,B?8/4V`:"(X./(K#OT0/'S_,RZ"H4&G/?<.%C1`AL+'R"3O7E'3T#YG'X) MFG\R]ST0^W8?<@N0?4*^NX9]^B+2G%ZK_BW[1%=X.LDG9?KEZTD^$0/?`KDG M*M2+GWKBO`[X^""(A<"+Y$+DG:QD*5A&GHNL!5"<\Y"2U$L[6??2X`\,ET@[ M67!QJ$,F_0O"9^5G7%5[-GW7^2=\GS_@LZQ*S],]B_J>W1:8_5$13[6D&26Z M:LN_,-8ZK")P5J*.)JUKQ*DB2A8U=%%+.'[LU9<\1N&0DNSK6S$03"ZX&!)" M[<6V$4/2T*OQ]T<@M6(7496\515+&4V.OF(CK`]$F8OJ>H`3#S%>KT#I2#1. M%-B7_G=AX;5BI6^)^`9+*,[J0IKS_*#3"\C,QIWC@N>X_$SS]5_2ZNY=7MSC MXDV>"Z,)>IWCEI@2<:117*I56-H7\![%8E!]XRA%E\[$F'1.P%F6V87`>Q5C]'=SBV-M+/O<0 M\&[+Q7S'<\0Y7E/7'58^FI:=%7K$H,0\9D8NP73;BL9>,JUU2WC#6CN6+VR0Y M?$^1Y'N\K\KF-PQ;7KP\??'JE*%+_6OU\/K1KM,9G+$E%`QQK#E58,_)+/B< M#$/H<;9>WEBV`B2UOQ/"<-T4O#%A']KM-Q?S.A]EB;[]@HM-6M)FU"VY/,@N ME3H0C)Z%J54XX=0O$A")P4>WC7BZ=V+XE**[:,X0X4JP](&)SR?VD^&D!J!GQ/) M^"?Z^MSKGN_/(&`:&@)U8SB^9.$+`F%%=3QKR@01QT\0$[E15R\ORMBXYP$G ME*?\5B#AV^T[Y_*>?[E`'3.SF5T1[IC;J-K!TC!0[QZ5$:P8D8#@,>FJG\1#@H8L;HS:0PMLA\=P MHE<$-!9FJ^'0+`LU,^CV\R&?7&8NZ]O,!EZ,G$QT5T;!I:8_0ZG,5'$HFS($ ML*)1ACP/$4BOX,*?P7HX5A,^01]!R=FRJ3D+S]?1,6>5PZ-OR[Z\'GLH,B83 MT?NQTLR1!Q09B@S=H!A`!-(?A'B%JRJ$\74<*TK!9J M2"-.&Y:/Y2@5#NE5<<0OC@>ZM]FTPBC[PMA385"$8P576?"_:L22+"D6^P"3 M!VV9._]3"6A6.+$!T1.HJ`-5MHCB/7KECICN="'$N9RL0!+\@@&:MD$Q()@) MTE/TJCK/!D%]H8Q&!"X"ANH?.JC?1M$E`L"AE'#H?,`(XV$4:WX-CP/@UMVS MF.45G0%8&:[E>>,2[Z"X(8XI%0@.F8$VFI\]1@8=9X[M40>V*[7HI,?&(#M; MMCV*](E"LGK\;TLB@<>SS28_9A6[P;A_(BWHF)3%.MWI@BA>;R('X]=*.%U4 M$T8=9:;F((IV+B&629)IAC"71%)+XMA)(N'79I*%9>'\O(BE,`3>UO2%3H+^ M"2(MCON*-M<76&QH]`4PVJ^(F*/+4J^%+("?)H1!`*B1),Q?^5@OA+H)Q@E# MH3B*2TAF^I#>5P:LYM"C_P9'4&C5WY6K:U[I$H$:D%,40-+>&\_PE44S('B8_F:\A4AD)TE MVP;C?&*0;%M+RVFD%7MR(MDW=RUMHF\"0B!VBU).C>-K`T+M+6YX6T$SKF>V M?NF`T?:J-JC[`3YXMXV6S*??F`*RDE$'@EY]4\G+46 MQ#+DVP&RH/A17@3A&IQ:%8YIX(!^Y&E9)#O;_M>QK'@-][/M-N6?N4K2[47V M)CFD5;(?;$JO:/99'>^B+UM<[G;I1OS"MS?R83'/GU3&=M!1ICO'CC:BQ.ES M$S5Y-(YP7;%LVB:,S1[=J;\2$2.7D]/8WZ&HF/3?Y&,ORR3-FPSYHJ+0@LD@ M.D-7D$YG#E1GR"*QJ76FH(6F^3I#D?1!4X:U\/H@7.!#7E3=J]VQ@=8S3`W0 M=Q&,"A/])W0\).369,">`-1<>C@#H)16D98KXGGB3Q+CH2Y20M]UG0O,O?P1 MR";8UWRO*!IG:#U[&W[UHW4G?%]Z,B@! M6[;%82,7MO?"^\"(6:V+?FUGP]K7(6S:6=/'5>T=U=S!ZW@S?D>GROD&OUM< MNB*\N;2JLQ6IL+Z'';=CA9V\M=4^QMA2>=M2B5ZVW@_/$^>C#@/U?!#H]>K] M".+Z#B/RI91X5-NTW.SS\E@PG&IC/TVXG>&U3&"[V0K7L7T5!T08N"O.<.", M:G,6BO.Q:99R/-,F$@/)]#FK.>KAT`PLS'B8:6-MP(/"YR'AK'R#4T8(+1CU^ M?=AI&U1="3QY9A]L*KHGF1A49%TU=HU1P!K#YB'`%E3R0">AEP.%\?CXA3.4A`\FZS M[_*KA%_4W-#)^\?SGQ1\N1HB`-@)P^AZW"-#08AFZ2\V^.R[!Y`_"4IBB2K2DD!/P>"(*[`:'%N<;;>D!R\ MN=I0C5SDSZLH)A:[:3CO'[D_-IQS_/H!B,?D41#BS,;^%1@*85(!Q8Z..P.$ M]NT^`W18ZI:?3\33H@@"\O1X-\$\3G&5H&J M()=D!+*[@$XD0>"@)O?^G;_(]P4]B\,*"J&BRN#O=-R5KQG2XK M6B#P3\6OA=-7__$Z9QB'KJX^M,6PH][J\B2`\Y9FZ MJTGZ,Y""P,ECM]_K.6\E`A2]M"Q=OUJ_EIDO5K#?#V"IB(%`+"7'-K[:NC#+ M7`3NH+4*#\U`)"+?;$T0IF?\!H7Z(X'8`$'?[O$#SGRY77/40,"8FF/=5@>V\5!$],$ M@7"Z_#LY:QW=<9U]>%AG+9"Q0:NJ[;]:D<=F(`>QWR86"%"<,\(&8Q].#QB6 M]N0\09XN41"8IRT!-]]N3:AG+Q(7V%N5@V<@%(F;MSH0-(,+Y9NG!@+XU#S;NWF$(+T,ABA)U-&$!W460IAD?U2$4;II[95T M;(N`_W$M;ITF]Y+"<7-B``ICFN9NZ,6I;7U9_\T#- M&&S1:T7>F:8H9*7H5H1EN@A@ZHS%0#,&IM-4.!OW:XX*".P2\VCA;LTEV\+# M*0.6)Y989X5VF:*KN5VJQ;#^_8$5IAQ$$3WQYP.:34_0(( M++.3C=,!9OL5ME.47GR"!X.>Y#6.9"=9FZC``#/1NAW_9_A>G+.HQ$>@?9D] MDTM2#DAE?&1J`U-+'Z`N`LYVGP"!SI;2<3MJ734^^Y*8=X!>A8/K+#?)8>TS MA&L7\#(_W(4!V*,+;/0MU]=Y4FS/TP)OZ.C\9?OI4`D97<_(@X-5"*J[7>M<)L#X$Y0UA5^7P6LE*>BMXQ7AKBT(V=X>#(>[9 M]K^.946UI;S.S[;;E%)/]E=)NKW(WB2'M$KVG_#VN,';VI5N?.O^<-Y^H?\4 M%CSU_)&PZ.M;0F-SZ=&G(-M]`=%/H(L,U1]!]5>:,$,7>NA_"-5?B@C#2TNL MD(V20[?4T3_'N^KLOD-P_@7+T]?O#IE*%__6HL)M@J]3DJ\[0^<+5F7!_K/ M\A/^US$MTPI_QL5#NL%\]?J$-_EME@I<[^`C"+8^A)>M;/&HIHM'VBX>M3__ MXH:.8+!@D+^P74`]BA/4C@/5`ZFW!*@WE#BK2WQYUUU[R0N'I&#!6GQ_V.=/ M&!/G-CL*3@!"8&(D>V\`,ZJQ+QS6O.'EE84)6(1_;,L<`K4H@D!`/=[]/[8%$O\LA>$.?\"]2SNY?-U/ M;QGBH#%B!(?!S^D7ORC("*X!!#GGQO%5.0(2HJL#0($@[/#OY9]7D"UK*HNO M&O-Z".$!\B;PX(1X2<5R.RYW3%OO\OT6%^7;?QW3ZNF*_"(C4U*EFV1_=E-6 M1;*IQ%!G3BDTQEGP.@6WF@C%K#X9Q.F@`2'T:T/J/^(:LE?.&RMN.,><\T.? M4'Q#M57LD86Z:;6#:;[)[^_KH^HN:?.8T<_WP8(,@N&%R"Z-R80U2G,NQWK) M*:"!U\$?B&)41AX((<2]D(@^ACO/M%M"C(":XH;S7S+^JQ[C)]0BT<."S&J! MCSNW5PT;S"T:\%N[$9.,P;X@8D.1I2$/<,C)BOWOB)KO?,2/[(^F%\-G^H/8 M[\SQ9;"]:<$%$0*\"<"+VCI,"@$F(XPQHRN!P(L#DQVN$"XI8W),B8TCIK:H ML]50&*)/]V7NL_VDO'=Y\3Y/LK\?$[K+P;A\_?0AR9);YGYI>S>.7XGL_+C* M2,CFR=T MWY(&@I"+R\O&/QO?8E0*,S;Z+H-G0\;8-^]R+;[(];TN!=ROS3 M=UA_;VI!&2!BJV3A@M(=;=021S5U1,A#QV53V8BQ..TDD;:2V-62V&&\)O0U ME8HEXG8B*WLR.WWYO_7EM@J@U8(;>)QQZND(O]]CV^3/1F$ M<*?M2!0@C$HDX(*@-5D:O^>$$:-,P3/F9MVW2,3`>:@%0/YPX`+8,P$0VX>R MJ?BPJ2D',5CBCNNDI;`FA-24@"4NTL9S(EH%!,K@P1SXU-@0+HKI*60)$MH& M7/H)1D)',2G+.C'&-0&6E%GWT.$JD&EJR2[1P%#Y--V#A9<[_N\JO=GCSWA# M&E>I=9Z-!EU0^3J97YEE5! M#8A3I^+9R+>CQ":^75Z@EB!$'\]4`BI7C_!;--V!8)\WWM6>G^#(8RJ:V!CG MA@)ZGJ`!!#C@6?,%BINC@?Q,#YZO[N_/#D4ZL8Q&$OK]PV*6`5]S>LHQB+EH M4\AB!!"A@!B)B+CDP*48B8ZUS,5*,Y]@( M8VJ7`TRQ,\HE4>1P_R%YLL:0NCP@G9DM M`7%D/$RH`DBN6B!I6`_PSO'-]59MKW(*DR411@J M=Z$(!VJ4O)O##XTF#`-1E"I*,OH4!Z<+%)6,A2&\1\9"*L-PRK810EK36P%N M.6B'?OA=1U:0@4X//K3!SP0[EO:IBLV=DU?%^L,!NQ%?3IX5(0$4Q11<:GM7 MI#MQ,DY?K@"G-"96'AJ:\;`:]B%#SYRAFGM9$RM=!E:NF;R`X^S4]2F"`1LRKNX_34EN#IR-C71.)6A(K02.SN;=P>X8"`8Q/ M"HNWU+C#34X8.T`;:,!]G&@MD)6`F@`*K\)(,!Y;+8)@6TK=,7)@C M!`;*A)S:I2G,O=`!$[^T&9?X8)3CN5E."04`&*R4QJ[O26E9^K)1^0NQFS6( M53.3OS(0$YJ_*8@I;']A$",$_/EBL]3@`=DLSRY01@FN#$=7RAFMSQ,#!VBS'#JA&Z:T,U+1$H(-I M.\K[RB#-_K@#/#^=?>C6/YS.2O#,:$YF]U`!`\&VRXP_4$8[/4 MP`'9/,\^8F#`,G86-\V5_>'R("V`;$D, M#JS).'9/>>5_K2D"Q303":@@K9\!RDT]7Y1WOQFPVM,O!S2A$"!CF-+R[?)A MQ6:_#(*QRA..N;`S-,#@U1Q_QC!55[*!G_*JPZT*DBX^K2''57=>Y7"/!O[1 M"'KJQ.C"WA!:B$.:FG^HY="^F$"/(+D<8&\-G?1"J,,F^&=&XN.K'O*(O?2WR981$V+O<](`_MN,O-[9G%WA<[ MC)VI(TT_B^KOTD,&B$_V^)>E")(I`*4#V;4P-%-2>2"[?#'9^7SFT8?PU%ZI MX#U(7;EF5*X'/H388+\T,-J\,>F(BM"6B>O'/.@RP;[W#)8)+K<(RP3Y\'-; M)N9EN<`R42TFNWC+Q+SP@BX35*[//R2\4$&<$M%?24+.QBP;_X'):+ M6G8Q%@SZZ6>W9`CDN<2BL:#\(BX;`@$&7CCH*)[GTM$'RP"+QQ0IH2T?-'86 M=/7@'WP&BT]>`N'0'QAUPTJV6>Y;/1!468<4@'WYN"\:\+!=8+\K%9!=O MN9@77MC5@LCU62X6/7!S:?<4B\"40UM$)I:PK"6L5>"O%MJ8XZP!U"R-IV_: M%\FO\X_YXT5&1I#>O\&:E;S]?@,@QNK+QP5MNZ_0RU_D.ZC^$")?6AWTVLM, M!L(40;*^9-Y>S@(+N_2Y:8<`'I3MI64)SYULYL2ZP?EZ\=H0S5W2(A%70IC:FP;T,'?U\"72"FLJ3\%H^I&`OP MMWMH7G'26S3%!"0#1U,D@W.]K&SX)8`KA:FLO$9?E&O#"NXFNPI0MB),0@[/ MX3ZRJ\`\AV^&Q;)7@?A6^.8N+TR'6E92J@NW( M^.5DU0.X\F#2<9U"UX(S&M17YQ2Z%Y/1<`I74#C&1DI>G,(U%(:Q$O),2B[QQ]L*Z"`]/ M1O'*+:%P@@XM0$3>%WOAO8.[]BT`(2;OAG2K4AS]*0%[ M`!@ZCX[6'P[")%ZB#270$#:_=-M"6%PWSPOKMA`6V8OSPOMO$#8!`!<("UY4 M3_^PQO-&6/4E^)MBI:S"GGFO;[]L+$"O9]XKW$,;"^RW_;05OBUYY@T9X9T+ MIAI_:]TH[Z%(J@7.KZ$^JKL0_6+]*FJBN@OM-[RW1+M%$3]\K5/]P3E7.37] MU*H1WT-E4W/`7T-14V<1>H7[510R=1;9;V!O!W-+8GWX"J4&8W.M36KZJ75# MO7L]4@NH7T$I4F<1^H7Z-90?=1;9;U!O!W.+0CV4NJ+"$7Y,EWE34_%!@+!O M*;D8UYKIIZ$O`9[$N<"EY@6E%^].LT!\OUUI]@F0R]]HGJ)CP/P466C?CA;L M'!5!@-0Z2R5RT-T3^]:9*K'CYY[X_RU;908.G/)5O,:VFZ_,/&[_<[;%Q=7A M?I2U+((T&TIA`][A?C=9'CUTF@>LRG$HB-5O9V/L`J5R.'ME^_7J:TN_Q[SV"W?KU< M67=5+L9JJ[H;"G.!K?IRLHNW4Y\7WF\;=8_(N/P^?0*+<([P7%^*,OP2P+7! M5%9AS^]6\#"4JP"]GMZMX3$H5X']=G9GA6]+'MU!>>9)7/QRO]0[3\I/`L1\ M:^E%*4N\7_%;3^8B76!CL*@$(U8F%HGPM^V!7[@,4)MX!BL=EA`:2.^^Q/]5 MX2T=5<&4M5]$:5!J:;PRV%`*"_A6O(XMAAW)]3"X)8,Z.FA87XV1BHC*SY%O M+2SUPO@G?"!M2..2@6![A)<=[V]HCKB);C!%U$TK0-(C(4"9;9+R#GU#NAR(?]W\XEM4%4E6)AO*Z'?H#[][ M]<>_7?7^SGZ!B(D3)ODK(DF%#GE1U0!,/]^C0`&9M&Z>'2&?9E\M\`:G!\(B M^_K3/6.W]OHY[,<&;WN@&F"R*TIY.&%D7^`?."L_XZK:8_KAZ_P3OL\?\%E6 MI=MTSU:$L]L"LS^JSAKM:,8Y=;3D7WP2Q0@VH'-6HHXF?<.)4T64['E-%K5T M`1Q$>A+'L*(E\='*3@H$%@HNA810>]&00\G"8C`ZEO2H%EV:A8M0IJYO;`ST M@2"SIYCN\.$E\Z*/O?3TM!G'+VEU]RXO[G'Q)A<6`C$F$ROG0I=+:<+%T--B M"1:M9E-"B%,B;EK,RASN3'\>^U8]"WZD?.YJ/B\O(8"8V^RVN&7`]12E@("4 MH3D+LBLL;'F9)+#KG+J.>5&>E>1O!TPQ^D"LQVI^0G6$Z5 MNMY3-<0%4"#.0@`S%Q)%\ ML%AF./6Q*!#FKB>J"VDQ:U/ZTL" MQI"V'-L+09I&G>^O&=)$96(]X(!/2.N%[*[SV?P6;4#3(149SK2XU0*S04B? MV/1\&B`D(+/B?1C,Y/4-K#VS2*7M_`G!7/_+'9I"[\:\)N/-@8&5R_-:X6+\7.H M_?`=K1W:#^$U8Q4AG!VMN(\E:_*K\53P,"Q,*_X.8\.]\C60GA"V%,`US2P0 M9U5I221VB1H'U9<^*6RN]YX,^!U]1+/"Y.?J.G>Q7DU"\4Q7EU.YW>[8+49. MAJ=)XW48KBW["JO5DP<@LS52>*'-6FB[/X-]DY1W>UR6W3ODOR1%D615V;H& MDM=HK6A%-5M=?@666V\=""'44$(-*>IB-\1Z%R-0'`C$-+L ML:8>VVEV47N9Y5KH?$CCE;W#:D4+N/$*WF*U-M[(IQ6>^/_JC%?X^JBSS@#K,V-Q658/VA_2E&7/BED2`V[(@D>:[.UX MP6>_EC%C@02^.BL6OC7E0?$]V?!U?OU(YO^)?J#^Z+_G^RTNVL%LSZI/>'O< MX+9(AHXYV]&-9]F6FC._Y%2`C@8CE",'`W&V^X0(?`ZB;ST_VRKLZ09K=U ME,X$#+2)Q40`?8Z59L_LG5;=;HFACEI[;06-2))6Y&P%;\3 M"PMVPS)Q0R.0V+65!7@S9EZGRILY&Y"+:=`F7"M-FA-;H5&[2$%MUK@3RYH, MV]@@)*9M:0W>C)M\C5:0(K[",&'%S*;55&*:L@:/2@ON:$S2W@":K07':FO= M="(8Y7W!,D]=E998I9D^^PN)73_FU.B[7!2CM55!(&KH2\J9.MQ%NO/RKCT" M\`S/E$^=H-8@'8N^PP-N0=326UD(2U=I_=F9.%BF:6\1J2C&G'IMPK3;I][<'@O!:.?;N* M@YKZ??(EO3_>*TR>71JM1;4R>[>R&(GI.YB+Q[,;6HOQ=9X4V_.TP)OI92;3 MXQM]>G%/<`SXUCC$864]&3G4TEM#[,A)#CH+/!/,#1/,MA4,Z(B2N4E(#W/L M[,&;@5]FV`AG-+.A+0G'-'D[22AMGY"U6OPAY4W[$HX:$/CKVNM<_QU,28(0 MSG84-$W27+XGMKV]WA?E'GZXM4IL_?ZU__YF6@'J\1^N:,# M?;?/'\NSF[(JDLW<:S5ZW8+9L"87$VMMFK,2'_3A)-8#_=KT^8]XRF@R,8W: MF<]*.`7[B"LZEJLB?TBW>/OZZ>>2/@%P>$IXMLD]_C]WE9\K"Z!G\:<+/,YX*#ST)2&YM7[S/\$;?Z0XAB M%/\4^H9^[-OF'*P#K=<-:%T(0`L,.D40)GOVK!%F1H2Y)Q^AOZ7_9F]!'CG> M0X6T)\V%EYZD.M<&CV@LI:%"7_KE=!8RH`H7 M:O-Q9?@?N*0O*/-*D_F![STHSTUT*+Z-6>GNV`@=%-T>NK>1NYB M4Q^2++EE$0,RE.;[HH"N,9FPH5QS+L=:R"GT'D(?!'0[*DPS&SH12]YZXSCM M<=R+U]X/.:ZO`!!O*&:\.C#394TG=GC:TH8'@6DG`PX8DJ;Q\]<)<<`5+W2J M.H0/0XM&/GM<].*&MARDA(#PA?6YH&M8S46!;U.Z,6(>\B%Y8OH5?]66Z](D M?JZA2`[K<+_*[-EF4Q#;>Y\F-^F>;2SI#O20DMD7K;_:W<.NN_I<36*O@R<9 MZ[ZHUYG'A%CWB,NL`X/\+W3EK(KTYLC]6C).OHSRD/-CDE+RU->GE=5CKJWV MG/ZC.?5-ZEG<]V:QOM!;7R3D-&*OIX:V.%A'K0PQX"X[VQ28@-@YYO_MA;'J MD6F$N4V(A-]?FW`XV5S7G=$W3?=OB\P>F#X"UGL^X`#'&6*TT3;/JB MKK-OR_N)\Y7AVX2L1^:6I\5>RT>AX".ND8D54&U>*NV+:5@T?3(C7TMG0UF: M_0"8TI`/'1LB(-_KM-!FTM6$5&RU?X5H,S.ZI386H6+%M)*K`A^2='N.=[@H M\/;M%[K?Q6?9]K*ZP\49\Q6,S$>/(`"[TN1XQVW.N.7>)42;-=%TM3&;JWE,*^^_B_+F2`:GS71;*UV](- M"0"P-@%GIMNZUN(8`6CVILEDRTWTM[7L-%%_;R=6P\A6-@JXFMK8I#L,"YMR MI>F!SAR<@#A'M.2R8:=V,4$N8F(EU#(OJ0;&-*[&J_U$ZY+.UG@PZ`O`K*;\ M:*Y934=4]XR:7&?!EM[XXQJ10-G4%B35M+7<;)/8EBOAE=UDF]O5>+O!MNQ* M6%':*OM=1#IKN.+AQT#\WE8#!A:\U,."UV"-/P`%/,PE8P@B[0?6?PW675:C M:[!I*YLU`(JE$6D"BY,%A0.8JSKG\CH_V_SKF!:8\$$&5SU=[1.6UDNS?P_W M\@"P"9'@0&'$X>3@HNY,0Z1U=]3T/T&,P@D[S6B)@#BX<>.9#.HNX656=ND7 M@GM0#FG,E75LK+::&M$@+[**S$YZL\?*TU6-OO'-;X8?H=5==U;7=:M/2(%9 MF`Y;/<-*V^80[4JD@8(>Y9`PQI/W`^O?8[K(:[;%WK6S6L,>V-")- M8'&RH(`N?9%O,-Z6[XC4NJO\[_/L]AH7]^?X1KJWUN@B74&<0GO@<-]R55^#9T\TT@V,^,)>4*]?6RTG;K^A3H8SM4^X MN41\N7O325QA8])>P8U+SL-8Y[K6K"II3\O.%[@6:K9)MN2$0@(\<]%0K;&= M:.M5'`/17('$7:*:A@*+>W81:H6Q-P[ENI(2-^>0[%''4\8?=8233ZC2+)EQ M0%@ZYA>UJZ+.&FDJ+_%?8/)']AMCSTU-$(@WI\&YOH?7$NL5)NOH\5_&3);R M)H(^TX>6Z5+,7WR/3U?%];Q`,_V.;=YO\OO[/+.SY$%?($8[Y$=HG^\&]LG\ M1MIO43MTVGC)^>H;W89S`MKB9K1.S[B$*A?.CF@%LNM M+_!=9!79#9=S2ZQ^U]"E.G6XF>I7MZ7L%\1N+FHV7:.6Z'1@C%>=[Y6`;DPG MK;M^?Y-GQZ4*?6L6YK3ACS[)F#"#&.^G9=RB[;&@[DY%>A?X0-^Y(#\=F%L< MOVJGMCF.*G8:VJ*_*K^#J_2Y^BC3@D;4>K\J_I1%?P>U(5C%WX6//NU+_SKP MRDOC#BI'L&JX6J>CH4#&B5F*-EERSV)W%#OR(KTE7O.>>R0,<,CODPK=)26Z MP3CKU06FU4E15N^_OB&@=$B*JOG%M_W]1Q^=:H'VX`G]X7>O_OBWJUYG]@O$ M(M?L[@<;`0,U/BF43I]\EE>]`LUUO(,7*[)G->9!QZDBV%=WBH][=NP,G`M:C*IF)SZT M&?*C=IU&W*W*:YHU,+G#)+$NEP?GZ0?J)Y!&WQG!CP@&3"@$?EK>A+?9IS6: M%[]F\&'L-\4X0+)0T)`''0]XG[-;W9^KY!:_I;&; M0Y&6^.\XPT6R[\YDM,S1DEZ$(Q`[OJ?G(2T=Q`BACA*J2?7.-B%9+V`1A#U` M<;"`Z6F*L_H'3?N;K^_P2_?MF2<=42WA?1 MSO'UU6#69A+GS*8LG"Z^IRE!M,;VQ?VAR!_8PYGE!WQ_@PN)#DI[!=<].0]C MG6M;HWYS]"OO```8-:9DK&#:\Q%.L:[S?%^>$U>+Z/L',C*U4@E[!%_%)/E7.$(V,FG5I9`**J](%+?L$(U_IQ5;$6B*,*M%<(NS MC;S_ MT0+XZ2:M`&1[JU5M$L34U#/7@TM^2''.'$!^;80](%_2//(]+LNW7W"Q24M\ MN:M/-6,-442H1LR3 M\"L*SF\_-9,E&S'F<<-\OFM."\GR5J'??_?RSW^BYW_\X2_T39KQ?Y7?1C\A M]268CT>Z$V&GI0,1)40"=;)6D\HEE1>(\U$GT)B>EWI`#/\P^(]D?\22$=!W M.PQQ4(\D""#4Y-X`"1E%%1!2LO"@T%88$RQL+;O)E6@MG*'@Z:L.!`$"GZ48 M^,0_5^`S@0D=Y#/'B`@>H`7V:=($`7ZZ_'OW`V'"G[4X7/!O[4Z@0"9?NQMH M"H<6L+&0*]C>N6HN6UUFUX\Y?88JPCXMKE??-"I9G6D.EW^![RY:BD3@ M,^K(!B@R&F.(MK-H#B!+>8P+0*0)81`8:20)$Y#DA->-DF["\0"3J_`J+>4C M*022"A*4!ED+1D.GC_\>2T^ MIH58!%ZFGGR`0J8%I!AZFF9XLJROZ1DUS4B#@$U#:3AXG.L$3E?Y>$'.%;F= M%C(2.9ZKQE$;E#%U/F,C:0_4K_/+`]6. M51NZ?`J37M;'57H9,R^`SRMR!?3$87(^5H)6&D9NJE? M%1RNAE"9X?ITFG]_[K*-"S$0@*7DV,6=RG!;-:HF"`^RS`4P,4_"9I,'4V\< M"6QMCK26)($MF@ZR/6[(#XDO[G0YPIB2&@@<4_/LY'JM`J[)*LBT9^PSD:?>,4(A'QW!>(R6M5Y15:?5TD=&H/0-.R0UI@[YAEWY- M?B95UNINZ(S6IF(=4:^G\I)T,/0VF:\!5IM/EBDREWCSW6W^\/T6IQR4R3_& M6$Q^U8ZD-X!K0<5D>?-@FJ48M5"9!AK$6D=4'QW1-QJC+_>EE(3KZ"=\FU+5 MS*J/R;U(0>:;!E4.P6C'BE$#2]<.T89Q54(FZ+XZJ*6\K"J\(:I8)/N+;(N_ M_%_X2:H+D[81E&$Z7H$VU`T1:XE(4PCZ()#V5"&DHEY6(]ZE>UR\22I\FQ=R M?1BUC*`-X[$*=($U0TT["(HP*^2I&D@DO+0;<4W(*EP'WB2*NU"/3N@BT+_# M\`GZL9 M'G!6\NUIMOV$J[1@N7-F3X:;4(E1[]"`QYFR@6UO5C>PZV_RW'?@4H*FDSI3 M6M!N1@/&FO[`51J8?X8$4/W*9OA;"Z#:6P1Y<*)4&5#<;OB(2.5RYB`9-'Q3QKC[`;8N-N(6% M]X3`187O936B_7YF'98FEI)7@[OFI7C;!0O]2C^%V+?6:GH*!?-B@5K:%=P0 M:9UK5F"9+-!TF&_O#_O\"1-#I!-6V:G\-:@#$L=X416),O;8EN0A^2+^G]\?XLRX[) MOO_'D@R[Y@K7')@;D1EU*&9D*!,#0ZHI(TYZT**D5M18&FYM"JPIV2B.IC'9 M:TUT='+G?TAG7S#//Y47B?4-HE;`J;?/1C?>Q:T_*RK'WS MQCHB/6(F6)LQZPO,]#@_MJ9'>H,VO7GNG$RONDN+9V9Y/9TVL[R) M0KMT/>(=^%V?^JI/ MU+MV9JP0-2%_8&!!#2`;7[`K:U;O\)Z5GL)D7Y$_HF2SH688VSIT]&YXCTY; MZ1RLX2V3T1D7T2>\IX])7^XFWSNGLDP/^B#*(JYUUY\\O=I.(Y M<;X+5H5$J#.N9`.KEK,4!,4O!,\P=#2H4S#S*`/=X1:\Y%%4Y]N[7*Z)4WX@ MK#WH/]W2/4`0VRGP9"Q#"_=I*?Z`0/R65O-EV0//5K2BFKPNOVH[ES_>UYKU M@L\YVYBV+?\:]@S[A3H'M9?9L87.>S)>5;EHDZ5;GU8\XS7@5VZ\.I7KX2W+ M#NPK;'VI`;=A94_P6SCQ"[X%O5";JQ`!E^?(RM^ M9-F#]OM;"T=%()M1;,^J3[QXO.Z!$5K[P* MSKUU%`2UZK:JK'S5G=1;A631-G8@6XTMC<#5JE_3H\#!17PZB%M^3>NI:W+% M4SW.R(1LZX'^`Y<5&5^V??OE@#<5Y8+^JAXYS03A9X]2%`CR_0BH$4:NLRB# M&&$TJ"G1^SIZ_83Z[>H1(#:$%I+X('@)S7H8%+7HKU%O)(@/)3HVQ1'W]2"? M!??$PHMC-\+\9G?<[Y_0`Y,0J<$VP_[+X7-$41+8&7.&"<3<#K:8$(I>[EG"FK'I- M72.R">"]Z^T/O=KV6?S(1KQJT:HIE!>-UIL_!V=@^+GN6.N*%OZ7J)M)Y[#+ ML"Y'"C7KGPRSKB^SA,"S*'GO!,=+1 MP6IAH:`NV9G=(L(^T&W/A5F8DAZ!LRUE8Y]D5?8\'M:Z'Y.*FCEIPH7((OK^ M7&L24()+:AT;9CUJ*IB#UC<$B4.5%K.STXQ]KF58+9\=ZU@OVN!JURJF3FN- M6:3+C=K2C4?=F^;_IODVMB*+U6:@P"J=<7%]^/W^Y)98Q=EVF[([S?OF@TV` MYHI,ZAW93/0RA87ND#W!P"Z2`^?3`G\-+;H(=-2Z,XHN]ME0'"3?1W6F/`I" M9(*'3D!D'4DZ`;6VV84^#XV`-EQ`_(W4&Q:O(3_V?+6AE\9"BK$MVMF>AJZ; M'V,*6>V6!6]2MM3VW$:`Z MW9&(OX\WG]!IH5N[V718U'B)M4V:["\?,T+[+CV\3^]3#H.=38F6,.WN812N&??N%V$N'H=8.%@HKE?42 M,:.K;OT@Y">\P>D#W6;]?*"E?9_>I_\ZIELV!HW;F&XT8\77K/B7A-UZ]$Y0 M1_$$49J($$4]JB=0;FMZEH?(GNE9T+;K.>,`MJ(K>J(['ECQ[2=B[#W1;8G+ MF>]Y-:N\0(\I>Y#PQ?'0G#K1PQ72ZP0]WF%6`_6!-">"*)X0NQ?2_?A-@O[P MN[_\\,/+O_589+\Y_=NWL7'%AZT*`HJNANI4$Z%(<2ET+A1W"/4ZAZZ2H,?1 MM%P"[8?.D,2[!'/;T&361J4%C*A^FIH5J8JBFMF#NOOP!3UNQZ&DD!;7F2J8LF3A[Q@?X01P'>Q],'RYF[F M7O"J%'[]=9X=2WYMHAZ!\$#7FEPLU#+E6JSHI0*Y&+WF#E%#$01VN:&50UWT8\P'-%``&L.4.!:7(:?DYRS582_"K>*D#99Z8GURS:JVSOF255.CWW[W\ M,ZL@5L9.A//#]#]6>V2ORS%H<3`*["J3,7BLBY>R9P M:`0=^DY@9$!4@#*M%NW7%^0408"A'N^>/4%*%1X06HK"%`9_>+EF-U`@A:_: M"^P#A`11G+)?>\RY2Q%,G@JRMC*=G+>=#^14LZRTX:]3I# M*^DL/4Q3EW2._(*G+7_/KJ2S\(C,7"M#UC#+-QAORW>$V_X#H3,FINX2H4Z9 M?W22J[ M/"_L$5R'Q&.?(C)I^:(B3=F;KR>(MD:_\O81+YAHSL)8B;2FP&$I_TA&W=V# M^GN1;JFJRF^\R?N$7;@5XY]L$//L1?]J&^W`'R@#+5[E+S)B_6P[JA=Q!H"-&F_)@&E-H\Q MHZ/'IX?%$&X9WX>&[Z+AFZ6Q,XJQ'4-S!1;6SC'17I=[-/?\7=V&_C5IC:_) MIFYS)[DM(^\4^$Z,@@/!/8B^U;`NJ.D3];J'(3,C>TGNZ[>@.\NH&&]530+= M/+&&I$=:/?6OJ0&YG*:CCL/K&OJZZ'3=K+T'HK])TNX9^A*9!B_3^V+=!;$& M@-]I[IX"F8X-6]=UB)Y8RFZ?/Z(JIS7'R\&UJ,%F,6/L'CC!Z-:BK96C&TYF M*NG)H[NHKYU=9,T3K?0^%0TCGN-=]L&/XT6^NJ?R>Q?;ZX2"K,;R3R$/N6$Z6_.O`G`F);H)5^"WT^ M0^4.&ADD+<]9OS=)U7B7[^"$J/:6:"7=J:U0X`SG;$.0\LI(0YQ3?-FE=1>JP MQ_0?9*#$42VJ]+]Y>3L1$Q)3\O>)X$;G43H3O[0CC?JT:9FYFCHSV3[]$S0R MZI.A5<?\+_.I)5_CIG)X*] M8LC\G/`Z)Z!V/%SNKI*BJFMDDG%<9-OT(=T>DWW93[,1N<^>/Q+6O?8MH:DW MRNC3,W7VA4&)\Y,ZW>^$_IE]B/K@O4^Q]]9Z'QLF"\;TTI>7VR#PU+VJ-JB` M7M;B*_AH^%$^.]1GY95H1)?7KCQTPR@9&*<]H::L@GJ&-PS-V3/JPM0Z_MVV M'GM;JQUP?(FR81\0>SZAEK,HJ8CRI"-#,:80'+D+])N?6Y M?#N>C]R^PM#0H+`D].3#P(PCMR,4J6BS/I886'AL>[;1ZX&YVBNUBS6.4>'R M6)55PLH*?VI`NT80-6`([=7S5P);M&\939]8F',Y>E^A5;6;!;1U5#1=DJCH ML+3DM+R0DR:;,.^^CA[OTLT=`8]2X)M0R=@YB0X[BQCP$)@6M-YP$9KW M:7*3[M,JQ249$..F+@-.MW75DR3RHNX:/**BP_;>Q)GFJR):O<)GX$MY$+XC`N_M$(-)F23CZ\Y(.-7ZB"L: MG[@JIHHXXX`%]^$>FP!+U# M7SK'1CJ[5CI)2SF^S?NQEC$L^#25D*E#1JL1D&5(<_V!N^R8K#=^%AI?Y>QI M_K8HD&Q)#$0M&B7'_HK:4X+PZL^8"T"SA/3ICVLM;2]@_+D6M^^;MEMY^ZE= M!RUP;X%12FH@0$K-L\= M79B-#5*VICV`)S>[#GL*(THP4)RYB+M%.6&1<&&<]!/W%H(=-\)\F_@!$1TE MFSOVT=,PAU6<5MRYR,JJ8(#XTZ9+=3$HZ$9?'F1WJ99 MLM\_T5DQI"O*FG38Q`G>$P!-FSSW?L!'P,<=V`"Q0 M8;#V6T."2Y$OM@/TL"&Q(!2X')@%IX+]LGQ/4L#:D_C@V\.F!$KLQ*,:K&^+ M8FWMP[IR;J8>\(;WEJVZ9?>/[ZF)93V[T M*@0=_`VA:SQ7Z=25((BS`2W./3\@1(C".R&P$X3I,QJG*SC4-!7"5_UZ4`\: M/#P>-,&%\&\'F6.=%D408*?'N^^'@T#"G:4H7/`.BH/O52)?^:M!AO!G#!4! M<]3>$6WSE:+&:8'`/!6_WA+4*#UX.&?,_@3ADDR0^;$"5\Z`\6>:GM:W:J?L MM*E)ATQ.LP`G%3$0Z*3DV%]F&DQ\,A>`%4"MPOW!<9TOND#,\(B,>I^@6%(SXXY<[KPUG]K<9A&8EZ>PM^N6,CAJPX^#\'"0_QY#BG"AZ"M,%"7*`@0 MU):`[U@T5!BT%X@+#JYB5_0;*#K!AX^PM&]8S/_95-)[O]_(W\N<;QL8Q.;' M.S'%R_^KK5EY@MZ_?W,"X.J\4N!#_5!*>Z$-P53G+C.K"_,"0B!6/2FGQO[^ M[/I&:,%;W,SXGBQH@I/5O\#WYW5YUE^O5K1,J>U:VV'7,.IP.9--&J^RZLNX M8?!?,+;(WN-[R)[6Q+)/)YMV*5RFS"D!E$0 MVSUM"=BF2;]C1EV3I8^^<\*HI@QO&V@MD8Y+`E:8=)4TF3< M`-P%6O,O=;WH!KFP$%!LV/,"'(9YU]JHL5"DRS<@ZA(%`8C:$C`-A:T6$*TE M8@.(4#P]W[*0NWW/#!W-4$0[K!8='567EQ_Q_L'JT%I-$P0VZO+ONUP"HPL/ M&*W%87R)^"7\HVX+.3SO+"TCL/!1.F$&*2)43[#!0%VB($!06P+>RR@`A4%[ M@;C@X!H<11NA?.WU%(QAT08\PKN&=VE18>]5M%JJ()!17P:^'<2:,CQL=!") M<5Y_O]PD0$2T%\77[2>.D,.'IS@+&Q%\13M0U"<+`A4-I.#=8P2+BRY"<0+& MM;N-8KE\[8ZC!4[:(4G`)T3V25FVP[DL/J6W=U5SAM[=XW^3[/?TY=0VUY`W ME#U0[$PY_$,DSK*8O.Y!*5+-K]LB>C!#&Y^@SI9Z]1\X:?I2;PNP30\`K_-Z MTI7)8R$^%27XMHOFD/C?=G5403@8^C+PO.UJ*,-S+QQ$\G45-)9(XJO>=8V! MP\.N:QXUPN^Z+#%1GRP(4#20@N]=%UQ8=!'*5USX6"*6KWS390.3=D"R,M(GJ"#PT#R'J<6W1TQ\YT#6R MS%M9GFE)LZ3(6+_UQRDVZ7#\2_QRR(_P7>IEY2[PO>FRNVWT\L![4QF6M9J/ MIZ9LIJ;_NN*AG1J6@@ATY5D*G8U+8'N'YJ6K9H=?RA;X/HBU;`FYNI3S?M:K M61!A1U_.5K$36G821%NFKVAQ6PRPS0NF1UG>/)V.W:5X1_:/FV.5/I`-Y"[= M8'51)FFO\*=:4AXF)U:T-6J;H[H]H.I-&G,R.6'2G9!PFL4NH>,MK83X=%TD M69FPVR;OTPQ?5'BVV+]^U^`ZIL'-].86?[6=]4&]3NA7V@VQ?@#437>BQCIG M-DL+'UN>95OZSSK^-0V(N1Q>JFF#\+1-Y6%_D$F(LQ_:0_^Y$#X\[]A90-/P M?7Y_0]1]V\6EV>,75#23@/[_2>/Y*\HNM1"0P6EG(SAZEU,I.Z`>J!4`&1^" MFJ'/TD>AGG'6E#@(H#66B,/AZ$JAUEU$7K%V%1$#!VF9G*`^!^2UPR3S@]78 MV,L6@F'ET%T$J=-YO]A;.>FJJ; M;='--^1_Q.&BP[5[?467,IQE7%L6#FE(,]5-.^HPB^$[RF9\T#I;W[650.VR MLQ,_GCRZ@F"3M7#$#\U+I00U1]0"48R3<$S@9.G\&J^@:48:!&H:2L,EX66% MN.DJ'8_`N8K(D;6D1'&CM<*H#/^4([/T89A`]C)HO%=GZ$/#P/QE$VC@[,#\]CYS5V?B!QTU4Z'H'SN>S\YB7UU>[\ M#''4'F'"U^E)=PN4Z6F(@@!/;0GX+M+#"B6,%+\3:"^+HK]`PA MPT>!GCF\6,BG]`V%ND1!0*&V!(R?6%HI%-H+Q`4*U^`EV@CE:ZC)XQ47;<`# M?CT>QPP67R,`@;C+R!9&81Z8Y\"!)!Z]H`'`A2.,Z'\KT;,@8,>HTA,\D2C* M&K?,$$`L<@M)%TC%'IC+7"B91U_GUK!96GX>?JO=LRB&1RG?8[7N^;EO,S^N M3TF%":\;:@JW<^N;6??@MVDTN1K;U@BJ3KH5@'8]05WG^/=D3"9N?"W&?-8< M'+'V8__.C$-8'4K6.*QS(QJQ6%UX0P!%H-02'P",29>;;Q8,<"-ME8P68O MUUB=5SQP7&/[F,9JJY];+-;9SO/[))W+!%%W":Y@DM%/ZL6PIHAJ6-L8_) M,??B3FR.+O[F+==[RO6F[TOBCNFZ:EKD[;BY[@[VX[:*&V-#CI,2E^^.U;'` M'](LO3_>7R5/5#/*\R.^OL,%3G:5%/(M:$7( MD$(=K3BG]3Y9)UKT4_P%SUIIQ2$'*XT-9Z;O<5EB3$=)!GM&H^:WF(UNQ,$U M+NYIT(]XCLFFDMBJ+<'@!FO-^5AU.2%44T)]4B=H:M*4'@T5-Q3C:[V;#HQ5 MWX<".#B%+%?OK*)_D!_%S30,Z^+-C70^]?.L0K05@)V!7,0#%T4A7XO"7S?H=T*_LFZQ%41W>H8GB49SLXSRR,Y5 M#/J"42+9Z8I"D4"9]6Z2W;C7_&5;5GCM#9/0W`REQH2:?P M;K*,@XDKW#9&7>L3Q-L#<'25LS%Q9C6G(H9&?<(E+A[PFV-18$U]&G>)J$V3 MT4_>12BK])X]#=C3JO=I]!`-M;WY=A[`#P<^'B2/4U%>[?/']_R7Y1G-Z4J)J77/?RYH1Y7D\/#7C?^ZAGMB)J>Z->F M+X031(.)FQPC&L]:P.=;ZO'TQWB>EIM]7AX+&MOZ4KW>S[]#94XB_",M^MS- MY0$S?21XV=?37G>R>R4$$*,`0$5-IW+R]HK5/+K<^)VQB_.D2J0A$46GP+=J M%1QH(A[M`B04HC4GPSMW^A/BHBN;.[P][FF^MEQ-E2$1&TJ!M7&W1)P0X-!I<+^+6"=WEQ49#?'G!6LJV3I!R! M,9G`M^Z,N9SI36O!.OU:BCQ^N^;.(]*;\X*)- M[VIX6Y:UZ)5E[4C'3ONQ5/'A9487_7992WK7?,B'Q%6\F@%^3"4U0^R(!5Y1 M+#D6U)3H6:>\>F!GX)1@U!H0GB1P39\K;0UXMJ@#[`)Y+KH_7%_=%3^D#5_? MI86T2*@]0>"VW./-P;?+G0Z[QM('I(P)@/` MA99RJ>U"2SSHY9Z"L/>@C9FV\*#A.]!J!5<[T+K:'73Q];GNKF')];W:KFVA M_6V-':F]X_+JLY2TZ6@%;N8\ M9P)!E^-'O'_P%]%JR`&WZ)9KC^LR([DJBQ9*X:NSZ*$5."[0,R;@R:+="I:6 M=<72BZS>(C#*S;!U( [\?#C(7E*@<9/W6NR[;0]476;O[Y=UJ,@@).@<4] M0;-AK>J9&LSELRG"'!@\A,@9#CG\.T_T`@;YIQCQ#;TG#7H@W"<=O@W\)W91 MAV:?R!TI*"#E*`@3%XK6S*$_K,F7TC8*'6?*T"+\O"PB?=.U]>^NBG2C^4Z( M*<%HKWX8UG8/C$EJX(-C"-7SRM'MW-4R M1*\ON)A%<$O7>XC>E.`:+%WCT7EC2X]\NNA3$%^]I6N\GNYB%BN(D,B\@)!# M>)YQ$NG+5<%#)=&=E*A2_RUB$A),H@1-?+I:KW&&=^DF3?:7CQD9XEUZD#Y` MI=,I+,BI.!@;2-<>M1V4+TR%00[/K,2V1RW=&EB0AF(1+CA7[TEO\C/YB?SC M)BDQ8_/_#U!+`P04````"`#Z9CI%")[-U9-^```A4PD`%0`<`'-K;&XM,C`Q M-#`V,S!?<')E+GAM;%54"0`#F)HE5)B:)51U>`L``00E#@``!#D!``#MO=MR MY#BR+?@^9O,/-7V>JU(AI6YMO?>Q2%VJ=28SI2-%=JQ^?=Q,&X,!APW@J2#62][5RL)#Z[E#A!8<#C^\=^_S^.?WEB61VGR'W\; M_7+PMY]8,DUG4?+\'W_[;7+]\]G??OKO__F__V__^#]^_OFG7UG"LK!@LY\> MWW^Z#(MPDH73/_)U^Y]&OXQ^.?D)_N/PZ.<']OKSX<'HXT__]\'IWX]/_CXZ M_G]^^G_'7_Z_GZX>)C_]_-.W;]]^F8&%HK3PRS2=__3SS_QWXBCYXS',V4_P M8DG^'W][*8K7OW_XP)___IC%OZ39\X?#@X.C#^L'_[9\\N_?\VCGZ6]'ZV=' M'_ZO+Y\?IB]L'OX<)7D1)M-M*VY&U&YT?G[^H?Q7>#2/_IZ7[3^GT[`HJ5*^ MUT_H$_Q__;Q^[&?^IY]'AS\?C7[YGL_^!AS\]-,_LC1F]^SII_(%_EZ\O[+_ M^%L>S5]C_N+EWUXR]@1_^R-.2IH/3HX.>/O_=IE.%W.6%.-D=I444?%^DSRE MV;Q\Z[_]Q.W^=G^S\_J/43K+PBB9LUDT#6/NBP_\N0]R4Q_@31N^ZT.13O]X M2>,9Q,\E>XJF45'^Z?:5_T0.O_M[F&5A4N2&;VYBV`&.SVF>W['LX27,F.&; M[C9U\"XWT'OG;!)^9Z:D[;1TPDKR7+!L?LD>"V-6JDT=O,L]A/'M8QP]V_2# M>F,7W$3A8Q1#E[I.LZL_%_`?_'$VNXX2&)VB,+Z!<2HK>Y^I&\U,.^$VYM^$ MNS`KWN&#D.3AM.QEQBQC9IR\8Q%EC&-^"-_@VY;?Q:'%&XJ-.'B_BW0^CXK2 M)S`X7:0PW";/\"&.C'NQU)*+,7OQ"D]Q^V%\$>8OUW'ZC4\%3$=HU(R#=_P4 MQOP;__#"F''WJ;5UPMA\'F;OMT\/T7,2P<<(OCOCZ31=E*ZY2^.(.V?]_XUY M-#/>&9Y)^!BWA&9MNM,9B!T>8_..9R-6;RTRX'9F8O5:@O:.9RF6;.T;<#YC ML7HSL8F.9R]VG%K\0&NP;5R'_>"R'"FL?\;Q3-2N+PDMM/-F=OS*#+F=,]L1 M*#+0RGO9T2>QXZ2/A46I,>2W3]M/BG$/$AMQO/:P[1\""^V\F6W_P`TY7R79 M<8C8:.OM['B4F^IX36<9JS:_T`\RT[F1W4_T@\VR'S?XH1;W&!KV*3VCK>T_ M-'Q['9,NOZ*PW-R?3=I^31%C[>ZE-"+/\C0]WWKCJVW&V^_9A-EW;A__<<^QN?M;JB0^OY5#R\_0EBC;<>\B#O-\-6"/OT>YP-O*-L%H-/K8I\LU MG+;K95U(8EN7J*K3+=`[#I,3'^P]S)H[[=*ZNK\0>1@&)77O4@VL;#-#P MJ60WP(JHVZJ:\(YQY%6OU40D]NQ'PIY=?J+NV7/$OTQ)\36<8Y]=T:.`^WA$ MT)-UQ^Q[4X)&[,5C\EZ\``XR+KO,V/?_D[U+W5A[EB/O=>K4T(]B.&)'GI!W MY'44L^P"OCG/:29WX\Z3'/6IQTX4@1&[\)2P"]<$3,"LXMO('^&<4)S!JITF M0"'VUAEA;XT!P8RCN([#9\1=.\]PI+U.2JW])8(A=M@Y88>MH=^Q+$IAA3V[ MA`%#T<]VGN7(3[QTH`P.H@P<-/`D,/.A+HZU+)H9'-(RDM!<*1?;MUMN>'U- M"R;1VO0:!J/S_K08T8M=1ODT3O-%QKCZ_PE^_P]C<`(;P>$!C<6\TAF88F," MU)%4]\:RQS1GGWOMECLG$GOH>%=AEI3;F:MWT.AR6)/@\+"OSE9_)9W.A;8) M#GL54+1H%G>LWFY[=#E$;'D;0*#H_[ZCN"M]+I/K)FP6&O MLT!=OL6=2`EL2/UHY^AW#QV)__YD]?L:/4CT>'!XUE?7J;Z.3I\1/A\&"QYEV^"H M5RE=0C;23;0`#:G+&!7$Z*%#7;(L>@/0;ZSR(N-D]D\V>X:Y\W@*_Q05/,O0 M9&K7P&IP]+&OKFKQUCJ]N(G9X(A$6D)3?XI'@\;$#&F@0"O0]#`H8.^BT?-5 M38.CT[ZZ-YIQ;]2;#:P$1V<4.J^62\0]U!3LL#JDL.!2#]WQ(IV_,N"^C)MD MMGTQHV^R@95@='!RT%83 M$MN"-IX2=VY6KY!YT9LT[S8'1XF4O:3.;PYD;?0WF.)'BH)I)\^"DM^V5 MS>MA)];$#P8G)#94M,G%4F+V,/UU1*U^1NB4Q/Q&X"J%3X5`_CJ6E@2G)%:? MT^.\YQI+U&` MP-$!M7UEOB]'7BPRSINV/VO/!Z,#&GFM`E_)G"J&X>CL&@7O\H4S%[/@__%\ MB;]1\ORO,%[(%C]:[8/37@_"Z;@4EQ7TT#DZ($17F`:`$Y>B<'06_WR1O@"K-W@&B-/5Z^UAP M2B+5VMRO>R!<';.CX$A8([R&T>SJ.]_$9.O=QQV29+NWZM;!::^GT>W=KHL- MB09CL:M@6=^#N:;7:QR0V!6P&*[W4"">--:UBK0(XYY[=?K*LN*=Y\64-U M_IJFLV]1'$L_T^KFP1D)!5O;_]J8D#@PUL(HQ,$2JG+H#LY(:)J&Z^ORK1%O M&>M=_8_1Z^,'7*E-9OOGRG5.TFB:",YH29TZ0ID1-B0JO-30*L#UA32\$9\# MD5!4C!RJC`DQ2B0._%3;4EAW9@7_@O$2$_E=^,XU!?7T7-XP.".AK2I=B8AL M:FQ(#'@MKVG[7MP@.",AJ5GZ7(()\;67DAK`S!;POGLDR=TM;A.=3N^S'9R3 M4&'=ZG`E*,2MQK);_Q]MV0EDF>*&MN*'1*E-Q6W=KH:)!(*7VIO5CHR$UW-J MNJMM&"@P(C'@I2:W>X)"E=\J>)H?MR"Q^Z)P&I9#@0%"#@MYJ<'Q82U-M#Q< M?S0X]]>Y0BR(7[V4TL:S6;0$'!.8L/& M*IH

    B35_Z.U]&6\*>^2\1FSP:31J#(E>7_D5!LGL MGV$R`_O/%VE>Z,\,]`P$_5XOVVBP,$`XI-HUL_)D0;Y"JS%3T&P9?"0AYEB% M@@ZT`56XN0?/`*N\CDM%HER5`%ABE\2!1NO@(PF!QRH6=.$-J+S-*@'YGDW3 MYZ3<,=$?%91M@X\D,CLM8T$'W(`*WFR+^AA\&/!&P3&)'%!+WTM1#:DZSJ;T MC[[/L2;!L;]JHA23J_HW%/R-%@W1][^NB>#87\'0"*.KJCJM"`UBY4M33]!J M'!Q[J@_JHQM6)9W5G=HF([ZX27#LKUXHQ42C8@XF'8;%*D$9`IB5,M:&XJ./95)+3$ZJH>#X6^_[!XS-F?"[ZH?;/9,]1J'QQ[+`QJ`Z11D`?_ MZ+,LFF_N.MG4)3+^_)N8"6B<`[&:"!CC;*\0#]G_J[?_!A^L)F MBYCQ+>G5DG-UHK1D5VL0UC01T+AQ4.$&9!PVP3B@_!YTW=EH85ZAB[I$@X>$ M)KK6LG;Z&)8K2:6K1//R3[,%'9?.IGY%%(('$ MHDWN)-5I3Q5M\Q+;N^`U.J>D%?B)P"IM74L37G%UWT)2 MK=EFT3^-+`())!9D2C^INJ@%ZB%U45Z\L5@5;^ROCU9+2.KV`XL8`C<06$TZ[NI/)D`VI/]V#S=O'.'HN#??8HQ@L'G3V MBW8?!(<0V"2ZW^:?6WS'T-;!:$1B;TA$N:H'*4`-J0NMO[[OUVFV7%=S`VRV MV:BNCB2]=;!M6=3*Z_"356SVS$6JI88+,PBC:6<#JQ`(AWUUW>W;8/IV1=W( M,7E#IYL[_B4@C40:9V._B\>/5M@:TA[$=E=&*.:M-QIOLWLNLAG.YPQM`KLD MEE0MQ6)#7@:UPZV5>'3)BC"*!Y%Y-!I9K,V0+#\-\I8[IUA^G[8!>&T2ZRX5 ML8+O!WEMG(<,MS@\1T-I MO]Y>H?HMR5_9%$ABL\MT#H.M],N,M`%:2!S9E?@,^Z9*$3G:YK-T=(/Q^_/Z M(MDF8_C&2#`Z['7=W[Q3VV)V5`NHUYZ^286%]7^4PQR2W_(M&]C%#8"07C<4 M;5TH[O@RC`,JZK.!>1]^^Q+RXPIAK.7ZZO/`2J]'/03^WCD+SV<=A8^S@ M\]40'8DGO;I_DJ9Q?KF\FN<+@%6['FG!KWWU>>#7@T=",R&T2W+DATR*3O%M M,3M25VC.]'_-4JEP*F_(>XIWVR9':`Z2%M@!53>N7M#(X/6G4>DW^.^8E0Y, M9N-YFA71O\N_H_3(E2\G/\')]V/\T8HTQ[0,J?@RBE6N]\N:<9:\V^BQ&*:V M4%U59R:P)?`I!)A3]O#">#7:DN87Z"/PC)G\C\RDJN9WK$MD?;V&P>BLO\,R MZU0A3.X7/QB,SOM/A=$D5MPW1'B&(.%O<%W$89ZODJ1U4QCK;8`6$I*-R%D* MMXJA#$&,KR)3:N_[#P,1)"K+*SPE=B\&IU\]W5'/91E7&.[6;UR"5"HODE8\ MJYO$=4*8UY`NK$0TA'3$3?C+U!?\82"0Q($SBY&YAF$(>ODXCM-O?"YRG6:7 MZ>*Q>%K$JQE[OKT.1[;ZU3(`A)$XV86Y$EG"&F`;4.KA;JV"WY)PN4R'=7R4 ME^`EX:!LRS>AB10O,PD%75R.%'6^6^O^YMG*5PE6'65I-&SI)WZ:?\5(;(;I M.4^-A,2-?EH.*Q'/#'Q6:<`/5-!:#9FZ;1_,@#3J&E1^`CT?+XJ7-.,#C%00 ME#7D1-%:+VF-M%J@AJ4&[P.N%'LU]'^E)>>*UE3;.@#V40WI&<2QL8C8OXG,>"P9=`T@HH(I'';NU[,:`A7'5/WQ9CYO!H7,-G MZ_"+AMZ^6'-Q3N1.!'>>WH'6WJUZU$_X\2)/"].-?J+G_(Z.G?6L+L_Y'9&8 M&ZN(%?0Q0XQ#2!+@U1X*]CEZ8[/Z-@AI!Q(0&\A?PWGZK.`AI:`0A(3<&.O&P_*QQ5AQI$8P^]I]7Z.0[(04XA)P'`4!UY3RL#=!" M8VM-YC5M1U$\8`VB.B=-]#S006,?3>XO+2=7$3G*5:"1C+8LH\R/NJ<) M_U#I)@Z+V@$]?IRE4(_E:IA#./M70Z<F7Q+M3RS>0XPD=#2K#Q30^$J MP<"M9Y8IYA=I\L:R@J_F-)/N]1OSZW0\[%XFV%SE"_3ZS;MGY=G:NS`KWB<0 MOWDXY8#R3^_5?U%,@_2-`/$#T4%-,;O*-"`3+,A/>?I3D;`L_QQ/%2.\X%E>/I]$&B!&NV@TQW&X2@CHM3OR`KRM\/NBYU)2[3ZL$ M'N)NO]2F/7R_1\5+V1?X1^@E>IVD5\"7QB?6T%+0+#N%[#H.?"/XV<)?AZ:P)&W-R5*N5- MX6E/"OLHOP[:8)'$DZY$,6\J3Q_0N"Y3VZ^&8;$'%8F+GB6Y-HM/'XQ(3/?U M723X&NC"1+SKY2D>YP6H#T8DA'7;0-"&B`2!7V);"T6H#VAR*)W=)-.,KP$NV?+_2U-T]4P$HV/OKCXM'2T>%LQ@(\'B M91F+\"W-W=./DIB0-P2B_$B# MU`L*';!(5/BER*'ZU6\Y>UK$GZ,GV3BAT9K3[-WM/9+(T(>,Q(=?"7GEK.LF MSQ=L=KG(.%?EU[(L-O>5?2O_17Z>3*,]$';FQZK&8*JJ"1J)$K_D0`3PLE99 M@S"I&0#*"%Q2TWJ*7`+E7=-JTJ*>>`4Z9=Y<32C\Z!JB10.DY2W!U MF"Q?AOLDO5O`G!L68)72AIA"IM&40Q_"+,,0+^)JOS(%.ZCR>]#OU2J.1P-] MR$@EFIY/T>Z.9LNCB7G$K[J,IC*7ZS?F\(>@?1HC1AS>63:,\+$^? MPDO?/JV'.,S+>`L.=`CRI!Y,Q)]=G' M^,VO=+V[+)TR-LNO@3L^%^$W/L'7)N1G(98[,')I2-&84S4DS5`;,1(LUF+9;&^0T]9KR^;98PH"$*X]MO_`3[2_3Z.9I'2Z]L^PDV MGF@VY[5,AB`26F!&W-Z51*A<[O&%RBJ#8WM-Y&^OX)4$R(!/Y*S$=L\^J6".9XIS\"=`XB8ZXU9I`B MQSW+B1=A_A*S?-,U5M>2KZ?4ZYXS20O^TN(X,K'!R1B,`F4!'(F"_D\;HU=D MK?H"7VB5O4$=_&B<./T53NA@M+!6J$%BS:^*A.-9N7K+@0AUZN7^P_QBSR&, M-TJ$B+.[$DW1RJ)3^!(6$ZU"TX^6^!K-.U02+>+B) M\MG#/6:5-.&'4MA[94OQG\#=9?5WNTH*EKUF\&77N<1,HW4P.ADYZULHD](K MS.2MX`5)''?3YE+0G700#N'6LDU)]XC>3E!]'NCH/[M#QV/BSZ$$ MTQ`N&ENC^BW)7]D4OC!LIKY4!FL#M)"H["3Q&>)D.:)^+P0S'9P_JXZTJEL" M[/ZGM.9]U@C=$*X!VUO4+3PW;A),@5\-S="\8C:N:*X>M+\L=R*+\TVT)CQV&S!,X;*\/H$"^D9KQ/(DGS5 M5S)>1:,L#_;I??O,7?C._S;^%F8S;.WD_#>"T2F)DCXZ[L2F94ZI&-22S.W% M<:U:47VU=/U9H(%$36]#OV&302$Z M1U=,4Y"+E$,L-L+*9&1WQH%O$A7"NUEZ.*)K"'=?6W.QTK@JZ4M?%ZHQS/5O M@1M(E#=W%5".PU5.FZ-+O5^7Q5B*,"O\'&!7+/VZ/&F6+%-Y?\W2O)41%_\U M\$JOI['\"&:4.%=7H7L]65B1M#UHO6&JQ5@6_%K0<]*>'[&,$M?X\OCS92PG M[)G7/.DWEF75NZJ[9>O<>FFH&AL#0FEHZNU&HB4OC:^RIQ1H?L]DSV@H_*0' M3(0V)(J-]Q"64]FK9#!Q_#N+GE^@7XYA4L-S:Q6'1#M^@X#(Q?+>Q+R:3*0G M&&_$>+.H0T4@X7*AK?[@[BW`C33VAOKM$ZX)1?J%EXF'C=I$E/P0ZB,&+@"-);`F2[Q[&G"*=X\?:B?1P?4%C M3W,@ZPMTQW-DO.4I6FG[D+\_&E("_V&M`-Q?"?Q(*@&`(#&.:+@3&2/<4O%7 M`C_2#NBAH>*Z]3>VYZ!DXJ\$_G4Z]>$!#:E3[3.QLR6H2)[*7GVW;Q/\^G7A M'M^"9ZT^LYVPCL;9F&WZYVNDN<39/@BH M2*@45MZIPVB9"@ M0+SHU\WKW14&.CPD(6MTLGULQ`FRD=R51.)C9:##0Q(2C)&;K2.EBAF)E9[E MFFI>F7)76O@PH",AVQBZ0_#5E\!#G->SG%-]8>7.M?!A0$="V''KO!H\Q'E] MWTQ4?6'U[C;R."`DH?PX=F`=(.+"GA6AZBNK=\#%3P,^$KJ06P?6\2'^ZUDN MVGECY2ZY^&G`1T(PJ\%#G->SLK3S MPNI=#^1Q0$A"7W+LP#I`Q(4])['L5'!1;\@CCP-"$L*26Q?N`41#PR,2^I!;!];Q(?GD/:?#5-Y8N:LO>A:P^:+'Z/NNA@[QG+'RTNR4 MK-J!.IO_R.,`='@BS#Y`Q)-T9!B=Y`#D<4`X/"EF'R#B0E)BC$[V`-X"<`Y2 MDMG'B/B2F"ICYLOZUOS10-69.D;$EZ04&HT) M>).8FF/FS=T6'.CPI`$Q2.1(.AUM)X>%5%*\F^SP;Y\/1CW?U][6+O\>1,2/ MOI6`:7+]UN&1_V*Z`AWB96,5R.NJ=Y^[N7_K\".)+WHWE8,Q;4,FT@&,=4&O!^A]XGJXON/P(XEM(6]BNTH;$L7^%F=_ M5%/T6*?H.HRR?X7Q@HWS?#'?U/%F4Q@`)BR;CU3AW,J/@H-([)5U$-]#2U^U=R*#@EHHAU,SM\"#D1Q);3XYC M0!QH1IP,H:)NQ^<@/_JR\;7ULG6@5#&3K,OKXACD1]^$5^X-A<9>@T>R=*^+ M4Y#')%1.M[ZKP2-9W=?5(8__5`9(L`.SF#.0Q"9G*K?_J^$C6"'9S M!/*8A!KCV'TU?"3+"+LX`7GL6[:RAO-J\$A6&G9U`/+8M]P.'?_5`?9FJD:,5Z%R5-":QY=+.34['/XX"I<%$SV6625WE=$Q"4-)PFMC;$E2D M2S9;W.5T3$(IDA`N^#J+41"OU&Q\F=,)"1W(RC,U%,0+-%O=YG1"0N6Q\TX= M!_FZS-HUF3>H2&@X5MZIPR!>B]GB/J<3$@J-G7-J,'HNP2QWCL6%3B$9NQN=:)R:/M1@J+G0L)NO'C/Y0&% M$K)Y!G#_.*I'#77/E8<=>EO98RM/`782:D;-&1*/5=^[YX+#CM*AHB2:+^9* MK^T\!_A):!M[+A%[3O#N/5<:=I7*]EW/=]7G@L-3$NJ'KN_VW[WG*L,_R(G0 M4Q(J3#<[$([HZKE\,HV3<+^6IR]NDCN61>GLURS-6XE4_-?`%R0D*E=1Y3AF M5<2Y*B--8G/6[U.=IR34/-IQC-#FJI*V%U&,?OF$?;VM<_KNW@)<2$(L[3GR M71/JJC2YGP=!)_!;"\`]I..@IR>]C4E^'0<]I2$L:K@3&2O<4C&$XZ"&TO(I M":'1L1^5TO(I+E/ZYVPS9?F4CD*Y]86&LGR*JI,_A+!,H[3HGD>TA&6\8N@/ MH2O3J".JZ[K]=^_WZ*0;UWU.D^>"97.>LL^S]Q4?2-'C0`8-_:R+;R5.0+_' M,-N)!F7.N;@!$$)"B<*=I>?<*AJ2QS0OT@06UT4$0AH`P!)(@VMH=-J>$B>RMQ[9W6JNJ0)`"61=];4<75$ M/1_'U/.=.HL=;0`H20A#S?Q6Q^/J>&6[7E.FMZ,-`"4),:>AUVIX>C[CJ.DY".C-QL'2E5S#1/HY;CY4TR M!+[&LXA_^<`'%Y..6HE%]L=6-@BH10JW`EXG]->(,X M'GN716\PQ8%UR[3L-LH/NK@!,$)"T=7UG=CS,FRNSI&Z_=[7WUBQ)$<>!X0D M/NEVWE,C>.HD*SLY-,HO>HMDBC!4?<^'SP,>/H]%*&'!U=I!61/P> M%2_W+"X9S%^BUTEZE10P259^T0TMP3SYD(1\)_&P9DAH`47.K_BEX%V\1.SI MZCN;+KA0>?OT%$T9GFBFT8J30T*^LW.J.$#4>)%@Z#D=;;.<_6=Y'E,U#1`\ M#/".2,P"7+A3"1/Q8L_I:2N=2<>'@DQ$$B_O/K3&%)"9_49,5[ M9:H+,Y[JOZ@.!6L;X3R3V%7MYMBP*2](2/DE^U6Q*:=]^P_SWD5"HC?VGCH( M=A`BSNXYX6X\7[#XGRS+IR]_I-^BXM_R;P#R.$#\2$*N1=D7#/5R+(B[^DZJ M2__@V!)XZ\_Q5+&Y(GB6@R.ADYHX2@($\9)?^7+4*UF"8VALC7>R%^.*+R0T M_9(`2ZB/:C8>ZVQL'&>+^;+M->K[Z]L"IU^PK+Y2!6RK?QH<'1` M8SKJ*L@D,=PB@4AH.ZB#YM'@*^+J/LK_N,X8NTD*!I%5W,,W;E7BI(TAVO`5 MP'DD--0NHK\S.I%R-<9*[8_1%Y8U8WKM"\M7`.>14)*][PM5.I&^X.>UM"Z9 M6W]#+[DZR9(99ZZK3B#Z;7`7C1F]1]&/\XB$O;&R/]BP_U?*A?@X*MY[F!!) M7P(<2$)\]+$C2`A%>H3Q7LF/TB.ZG19)7R(X&I%0<@?0(ZJ$(CW">*O'BQXQ MN'+Z1R,2HGG??<(UHTBG,-X2:]8IU%5@^#G-&^CN83)EMT_KH_O8OHNR(8"G MD;K<3CB9D(!$@/$N6RL1X/0;L?TV7+)\FD7E7]&MN]9_&>@GD7K59@QVQ2(2 MQ%Y>^#2>I]!K_UTRM3R@?AGETW21%'<9FT?22:JR+=!%(ENLY>^H)@](V'AY MPU(YQB=YD2TX5Y7!_Y[QO?TH>5Y34"5G.4^0;04VL@LT_PB[?0XX0D*QXPT] M]43L4Q;-GNVG8[+F0,20-\?,J4"*^7NYL;7;1;Z$!:^T\GXI5^'Q1D#0C[!Y MI"(`B1`OMWONLG3*V"R_!I*W/8(S(#V9BC4"@GZ$#185`4B$=+PS(C_ZD/,7 M9[-+".[D>?E5+"G);Q(8+Q-69@'SXP2U):WBF(2M62!NR#L2[BA"8LO+/89E M99%U#P(J2AY@N@:3-LGX(VL6'!W^"#J^F@(D3H:IO#=-Y^@S,P?<-619M&,> MD;#O6%LG&/;BS;I^]U[!94-68SMG$@G^CK<5>@[^U:;9G2=R)WR M/^U=^]Y&#S!\!7#>CZ`/=TLGTA>\W)UHG[FVDA%:?3%P](\@=%,@&>E-7F[: M6!\3LN5SLR$!"_KRQO9%&+=V&,SY2T(`#'F'@"KA2(_S\K#9."Z-LYG8AYRQ M))=]9_0,`'$_POZ$"1G(9<1>[F9=S5_C])VQ!Y:]P8=)C/XKUTS+GL@)S2=I M$<;5?[](\^)K6OPO5MRS:?J<1/]>%29>=6.9[-C%[X/;?H0=E`ZY1+J`E]MU MK=&VW(:X3K/5G_ASLNE)MR\"CASRYE"?I"*]P\]#7+SOOY0ES/+E!LD]@_?* M6?D/#Z]Q)-M5TF@='!W]")M+VDP@P>/E7B0P.4^3)<)R-W:\*%[2C'WV9#9O=)$5:&>\TAP>T/5`QY'T?"RZ0 ML/!RTP;-3Z\-EE;G`.HV@+X?82O$D`\DG#K>M4!&F5TLOR7A\I0"K[2Q/+9P ML<@XY=@HH]L>J!BR?F_!!1(67DKKN\BK^5!73T\\E?2-9P?R2U/#9_VL?X4= MH/%'$-HM.!&'UFG'>KOL8._FM/HT8T#+=9I-H%'.E_O28[F2=@!]R)JU`0>( M^SO6FA'W+[-C5E5D5TGHOR7PAG>O\TEZ#=%\4TJ+:88>*C,P`80,6;.UHP.) M#QH'0^["9;+A[5-E7FX5)N:6@B,:A=3;C!9;5I"@\5UE!3INL_+:YUE)R_H0 M@Y[:BK4&RGXPU57.!!(\--37]8$H5;HA_C"`'+S6*@&.>)=&):'58-=@NJ%O M`>@8LJAJQ082'#0TUMVSD)/T;I%-7X`4#7E5HRD0,'AE59L&)`YZOE!7O+C6 M$[O63P.^(:N>2N2(9SV[:V,[#=X_$OV5?2O_27K5BY8!8&S(,J@-&4CX='4W M+[K[QL>OG./(R[>.2C3PO^&OB[B`,8\M9T*`+D6S-JUM`3=#%C<;\B*.F;.N M;NB5QDPE]F%"E&9SEEVP]&H#9)D6NEZ&RV/&S!9P,W@%U)X7)&9ZOL@7Q[/I M`^Y"1VD2F!J\7-J8'B20>KY+>"\#;@U.T#$47RI-(\'1\>#54@M"D/#HZJIB M;-=-/",KPWJ-:?(-F'F_3A?9SD7,:+0TL0E<#5DA=<0/$DM=W5%L%DN['<11 M,.D9!;8&+\`Z(`@)IYYO0=[6KOO*BJV\G+Y%/)-JB0^+&IVV@'WPJJP^#T@, M]'VULBTWJS!'SCVOF.#7SJ)U5CK]_6!T<#;X-5K'9"(1W;.RO#LNWR9L9T!> M=]'9N+AGL\6TO(Q;NJJSM1>,1L/?E&I(#A)!72G8#:;L=:B-YNI[QC@]@]_! M:L(,$C@]:]=:,\6FD:.PQ@D:_*Y8(VK$L7/>E8;=ZK99V7D:[)KMM@?"SH^V`5Z1A=J?..$E3C,,\W=X+< M9O<<]B;/FTWY71`1RR_".&:S3^_K))S5@[(!MZ%E3O*0E3:W-"&QV-56@*MD MZ-^7Z/5S-(^6WI*>^3-I#A0,_]9.,RZ0<.A9R]^&,F=A5;WGGDU9],9U MN]]>@:SD_7/TYR*:E;@T[N-L8I.3-7@%PP%!2#1UM2O0XJQI9XZXO69M_:66 MU3VPLL<)_1%2/)N0@T1;5XI]!QG#U0*0&_G9-GM8:(Q3.>2=I,;,($'6LZA_ M$>8O,/!1?BT!D=#$*S7XZHVV7G>@E:+E&WDH?M1TQIF',\ MY#6>4Y:P2.P[FUTV&%>WQ:P^;E4#G(?![R^:LH%%A5_BM[*,EF0(4K;E3`WY M8)4I$5C(--&H@=0/55;AC?]8\?V/^M]WZ&;?"_CT;D>'/<(?8:#,PBB9LUDT M#>-?INE\^>N?TSQ?EYRX9$48Q?G?_K.'ROAAQN]2V;S*^#$O+U611"S6)#@Z M/NYMAC!]8;-%#.--_>T@&J/II_?E,%1*`!,N,C=IE[1<^UCS`G#F$&R2?+`J>!SIH#,YV?L0F?"A2L>/]^ERO4?V6 MY*]L&CU%\(U)^:52TD$!:0.TT!"U<)]A/5^*2.QHOS:"'Q:/.?MS`:1T'5W%A-R8 MY[.KOS#5%<6BYX$.&O*AW%]:3JXB0NHV>^5@X7BW65@:K%9V&P)!-!0\EP.[ M#F2DAHU7,?&5%3<)+*@97TMK+%R%SP,=)`X;Z3A-[&X)+.2TAX\54'=0ZCH9 M6""12R-QD89/ERB074`??5E+BMXM!UVY^5>C3YN:`BY)B/#VW=T.,:::#CE\ M2DX=Q$YI!V@D(?+9N;]9*%4(0.+(RUMAR_L(N&12W@0Z7U<=&!=%%CTN"C[- MFJ0\87Z5KS-.UN>]91^@!E:!8A)BHLL8:TP'$G%>WK2*$'L9Q8OUO>15?LW' M+LP24$E"I>Q@]))3@$23L:Y9\'M=>XTEX0P">L\*O^F2>-L2B"(A=KJ,%2W( M2&P8BY[UV*"QNSP!:PO`Y?LF\^F(WB;S*HP<;3.CU@`\";5*[AS3C68%W+^V MFC>;>:+/Y%-6V_-IL1CJ#S1Y%O2F0 M1$*TNXRFLF=HDLT//94]HY%L@_O,>"I[AB;;]%Q+ M7QS/LJFI3C,`W*L<8=-5]7$-(0-R#70-,?_*"HWY@:P9D-.K"J'O0''W56-K M;99*P/^WKRP#3R7/7""^@'GZ^U.:\3-:LN^T@15@D(1`H?:R9G2HH#K*K:09 M+,6+-(E6W`!X(2%6N`N!+2I'69,DO?UK)D^L$S<`7DC(%LZ\74'E*'NRX*4\ M:/F:%^A=>BB.TV_\&@X3Q^^W!KY()*XXBP(,XH"2,/0%X M(X!"0C)1LBWN5RI@?TF@&_7IG$2:A\IA1B+H.2JI_-`BZ#F-E`[<9\8BZ#DJ MH?BUG[_5EA;%2YI%Q;NB+XL;`"$D%!&[SBS#-`2!=!^?LC-C38+1(8VKIV0^ MT_7R#J0A'!`'0"POHND%KR25O2L/B`N?YWR0T+84#D/6-1)(0S@B7G[$QLGL M,_Q$_#\6693#0H=)JIU*V6W=.8@BW\+TN MN"$=\<:Q7GU_C;+EG2#P7;.*A5T30!Z)O8M6(D,$U=41[EZ_]3ADH[TM$S/< M!71UN::1@N)U=?[:=0*^.N279T=IK$7P\/>U];T-YLG7G07AE$MO!4D856QD5((/:I5I= MB556Y]?=J:JW`5I(',L0.4OA5C&4(>Q259$I%>W]AX./_1["T/24V+T8G"%L M2FT(T9&U]A\&(DAD$%CTU1J&(6P^/80QR^_9&TL6[-;%[5,)[R&-17><%W6?H4R?IH MY2E@@,1VL)D;]P`XVACJ/PGZ5Y;`$C`>)[/Q;!XE$9_^%]$;@R4P2W+9>D;1 M$G@BL:U@Z&@=4`.J'[S10/A`Q:L4K(!J;2?4VP`[)'83S%RN@#.@S:,'%L>\ M,EPR^Q)F?S".6=W-\4;`#PG]SW"6I<`SI/VBFZ1@X)-"[>7:DT`%"77*S+5" M$$,JS?LKK-JY6'V;7+(L>BN_3-O+`?EZX2YC1?A=]M76-`'DT=*O]#[?1N@: M[^&<+T,C8<_PDK-)@^*GJOT<&*Z^ILGF?ZX_4=(+QK4:!Q_/:6E:4C^;XG)6 MU[;W>?KN70EO812O:D1O+Y)]@04FA*"JOKNA)2"2ECBF-1!8@716Z;;W:&FO M"O)'&H=PS*)!"Q3B?2]5-EF1Z/H-!EIA86<0B/50LVN"%0DB!]I>+^6RDV>8 M4<_Y'=0]5O/CKS%9O89&CH#H\>#H_+ROOKA[@[KW!*K:F3=YOF`S$R_66@!,$GN(]NX3`NKW6*FN MWR;?4D._;5H`3!(;@4W]5@/4[VE0;;_!XZ8]KM(&H)+8U6OLNSHDDH3/O=M@D`);'?UMAU-42NMM-;]MU# M]-W0=9L6P<<1&7FFB>=J@'H^#ZGM.)XO:^JZ;1O`2D*#:>R\.B2:YQ/WWON* M2^V&[JNT`:PD9193]^U!:N&H81ON^QH9+^ZV30"IYS*+&)&K;>2VUPG&X^:D M,L1X+JL(`;G:`6Y[S(PMOGG51H!V$++*/B97VZ_]GE),DS>6%1'@Y)#S%69E MO2YI.^#',TG&`!;B=G+*S#<6&R\1JXT`[3"TF3U,B`>[4F<6X.Z&Z0O8UG,-_3K(PR<.R?*"ZZK&R M,3!%0@I2N!+QOR8\)%>@*UW(32#1DVQ-L]BTGU-SZ4?YJ1QP$A"0G)SGMJ9(CO_$KKV?V*?=8H$X&T`$Y(*$Z& MGV4I&L3#?M4`V458EO/B1T3FO*RSMIMWFP$[)`0JJ?-T_"V"A3C=6*6BD.Y> MWD5734^]6&2<6(G?L29`#@EIR\+G48:)Q!ZO(7+Q4&$CTO M`:)^^,!!WO,1">6VJ=]J@/PX9]`X[_DC"1&VL>_JD/PX;=`P[_DC"0FVJ>_J MB/PX<-`P[YG&[1&-75=#Y,=I@T9ISS2N_VKJN!H@/XX:-,YZIG$G9V/?U2%Y M-5PB[@#PY M:N`@Z_GC($25?4R^'#AHGO[Z<2#R2AU3SRM'WLFRQC`ZOFX0J"3@POUQD4?)\Q[(HE5U* MH6<`B".QXFT<%'*`2&08RU#-(@,9UNM:Z.I_LQE@JM[)@XWTNNV!"A*K9-/! MWPP?XNJ.+R`U,[A+T)2Q@H"K> MD5FP_?R_LO;I^I.Y.4"'8TE38+1P:F7WU@U)L2+/:IJ"0SS;LXSUP*8+^.6R",-V M]E[>("B2'Y5M.%C?OI:ZH!`/]GR\["H'6KZ-IZ7V/L;1# MC^?'O6W:35_8;,$WIS;W>98`C\374$0ZLENGC6H(E2PV MM_0^3%D29E&JVIL7/0]TD/A0ZKL.<3T.;@C5+=:H?DOR5S:-GB*8(RBWYK$V M0`N)SZ7$9UC_EB+JM\Z%H])LHNC_K+$5+V\(!)$X"M"TF^N@[+=L1AMAD%\O M"E@6K)($[U9K/5C=:=3M,S(4'-.X.EO'S3H!HH?74;T."L*R)OR;9/(MY<*` M_HBB80O8))%*TGKTU"$[*AGB5P#QNBGN0FAC#1@ED9/211#50#LJ7^)5&/$2 M+LZB:&,,^"21P])!$-4P.ZJCXE<,16_N1J*-,>"3Q+Y=%S&TB]E131>/8FCR MPC(6/A72,RK&MH+1(8T#V*V'T!YF5X5E]F.(BD[=9UUE2[GZN';+?(>O?)>E M$$G%^\/B\;_8M)BDM]GX#6CDZ_WK--L-LT_O7\+_2K-UFXLXS)6"MIL?`(I( MJ*$BQXD[J$O$C@#DAM+U$"N"A;K@Q@7!ZI8J#V.'!"0JEJ*02$:`,6(92+F[L*97[_",[L2]9+-QB"LNFF4_6HCC!H0XKX@>!^7.D7A M8Q1'Q3L0>/7G`OZ#&^`EM),PF49AO$TYS'M,HKMDY:V8T1NKO`]\`O[)9L_< M=5/XIZB(6,Y/Z,9IOLB8AH31P"I$%8'TO#*%\Q.7W2[2.?\,KKKD-I`_O6^? M66EJXV]A-M//X6OX&T`4B42_QK[&EC].>1J"2F)6ONYX1$(4<^Q'<;#44`]! M!#&O>7<\(B%_U7PA<5CUO8<@9]B5O(,Y#XG\FSV7B#TG>ODA2`-V->\`/PDM M0-=Y@I?O]]XK1Q,WU:<%^[+HB(K-C0?'AR2Z>"??8E=TD;S1RQK<=1AE_PKC M!1OG^6)>HLK+PV+2>B$M_1P03&+4C9LBEJZ^LVP: MY0R+Z/9_%+Q#0I9M)ZZ[XL]1,B*1Z'Y4$_6H1]0KFQ;\7IEL+MLN:.]'P3LD M4AL[B.X6^7.4)DDDNMT-`TNB_I7&8(;+UO?R8E8=_#H_-4\C=<.GX5S"I*OT MSH'&_B6_]X0ELSXBO_K;$"PTE%O_PGZ?1E>7+0XLYN^C_(_KC+%JM=65LM=5 MZ$M>`5Q'0LKVJ`WP^MRAK!&P$4$EIN8V^(QP85\"'D M=6R.!BS[,!\$TZ2D3_,4C*@=T$-""U4Y$/DDJ*$-(&?_23[J=IZ/V^QO#]V#X7"EZK?6 M?13^V7^2`R.AZUCWGUT@B(?\.B4B5#,_:QPBD#>$(8:$J^W$6AULB/?].F8R MGOW7(B_*G8U).I[-HB437(1OD9%&*]86-YN+0D(8UO`(PGM4,?;XCBQ MA(R$3L>5)Q0C_&VR>O,<];ST>8!*0GTT]ZX&+,2#7M9(+L^"C)/9+L[J3=7E M%.5N#:S^O'0_KYEI()N$1FH_0KAA``DW!^64_$ M=M/*U]8!,_WFP[@)O/4:]&M:/+"BB!GGC>M:^-G0,Z$ZNP14Q.":A4;46KFU31^*J,$0,OV>SQ92_V4VBKFTD?!@PDL@D M=!X>*L@#NKT+V=F1[H4)6P`S)!(76QLKI+C;NXRK!_6""],)FUV%60*,Y>/I M=#%?Q"$_LL^>HFDD4W_5C8/C$U^U3;U`T:7`51(9A9A9;WP`7>H+L_EP%QRZ2@`<8-CW7Y;QA(2F[4N0[U'G M*G6RE47?4$KBGI`0[]M9>+9*FJO4SL&-O*)2-%T-P*+?!G=YNPO1_3B,,]A> M0FHOUV27R\B[,"O>)T!4'I8*%8%<,NS--!+&5$W!CZ>]#3&;(OS86WYZW_D7 M[0NE#.P!`21T5CU'(;W='O@0TKTF4<&QWR0S7O02^J@B]4OX/-!!0F)MX$MQ M<$C0#B$=;`_>[U'Q4A+$N7J)7B?I55+``EE94LC04G!\2D)JE?A7,R!T<`XA M#>U3"A.@Z# M.HA"5;O@OH9SIER^84V`%1*J'^8O'>_6T;C:P'<[TEY'65Z,9V]A,L5/^B-/ M`BX2LHN<=\&XBT%Q53+*K8L>V#1-9EH^$CP*R$CH(<9.0K&XJK3D8+#,V?27 MY_3MPXQ%RW$2_J,^/,*?@L_L.8R7$C'R,10\!6A)2"+.OH(H1L2C74DF-AY5 M;'37'P&@%3O2=6?!1YZ%53$?D%V MF,0OCSC1K_0CPVI39R0T%/>[0KL($<_ZE5MD46KJC(;ZLNL,B<>J[XWXS*\D M'\M:4^$[P[XCN_%!K+8E/G)'097=_MOSOB.[^$EH>7-"MX=0Z^ MIIK`KZFN[!0]#WR0D%BCP@(9NJ>$VL<-EN!!'^Z5\[=X%HQSD M18\#'2,2W5WF++%[)7`0[_JEC2'#WF>-@MVJIIQ7$JFY71U5J2-'`J0K`0Y9 MG*_*JV$\G3(V MRZ^!/G[K%\\TN0MXMEL.B=%!7-0;"2*3>6,6"*4PD+CHN?V[4OR??4K/^ M#0T`+(FD'-?]>P,-\6/'M;Y;_9!?+AB/YDE:_7?SC[K0#)!([H24<9\W!XQ$ M3<>EQ)'>?U&JS5QLYD+S'QZ@DEB8V?=].3*DS`2-TW"U5\^B M9!J]AO%XGBZ$19K5C0`TC0P25^X4P4-\ZF5Q;@XRA\^7HC99];'@Y(#$(KO1 M<+P/"/&J7VK9;D9XM>+AU=,3X_48Y6.UE1W@C\0&2J.`L$",1$S'E:JQP^G+ M)/_?$G@I'NS8<%Y_#J"1V":Q'\'%B!!GT2B]S._`6KWV5U;PJCC+\$._P^E;0/H\U\V,42+!(N7JEJY M*\"E(C:[7,"<]!F^15$Z*XL@YUOXMT^_)5$AWRXU,01$^JO,-(&,Q(Z?%P^* M\9=ELAV$CM@.T.B_9F.!&`D<+Z4^:<>Y+5[D23C*QD`8B6V[]@:7"DPD+FB( M>26($OKR3:I(L"FHK`U`]ES44Z-#JHO2$/:6X;<,2VPO6K(3J]D7M0+8_FIXVO@0M])0[-;WHR\')=,^K-<::/!S:/EFY;3E]JD"83F=P7/S5"T!ON=ZGBY&Q,4=:WD=;*Q_9=_*?[+.XMD8 M`.+\U?MLH"(Q8JSUS=A3E)11^>LBFO%<1'?[=)L%,IY.LW)O2I[A*VD"@#T7\Y3@$&_2$.ZJ MZ\W;)W@;&)1NGQ[8%(:G(L*_YJIV`-US:4X/(>)<&EI<=1=Y=:KW;I'Q(]K% M)/W"LF>\LJ!&4R#`<_U-&R3B91H);ZLYYFH+>Y9'CTG(;+NUFL( MX/U5U$P@(M?B=E59SL"QZWUB:P<+#0`+WDMN1E`1A_=\;61U/%J#X)^?!Y:] MP==GG']*PVR&?I,UFPVZF(C*O])S:3';=4M@6>_%?<-%$BT>#7M0_5%:MF M*0RL":_3[.\D01,=XG2_;GO8'>J^A`67)]Z177=U(TZ-OUJK-C[$]5U=`>%S M?10@T%_%M@ED)&:ZNG-"0X[_-4OS?#WHK1=&-\FJ!(6..B^WP(GP7=4U!8MX MO:L[)K!M^+*"U_:=RRQ!SL3T1;(#+VO$X7HNY^K@$[OSK&>E;YLW8#"'TVS) M@7NNXFJ#1+S;LZRWN_D[S5B8LYMD_=&Y22[@?QONE2N,<#H\%W1M\"+N]ZOJ MW44+6;GM.F+]#D0U4)#:Z4A:QYV*;0$3\VO/-%)]8PIZB:13&M]\2EN4OT:NZ@+6T$<`E<@.S MM4=U\"'N;*+^`54?JES!F_ZQ8O$?];_OD,B^%RR9L0T7>S0^PF"3A5$R9[-H M&L:_3-/Y\M?O61%E9:@^A'SO,[^+@:A+5H11G$_`[@+`_6LNA??; MO'?UB2V&?**0Z9W8YPR1D';-O8J)>.Y8$8\&GMXZN)KCEI,6W1L'ZVTX+R1T M7I=>QB9W<@Z0:V:]BHTJ-.6U@_L/2>.5:JPY2]@H^ M/_@$;_;'9DKE^AN$_`QGGX38W/[@T@)M2/E-'X.V3-&*'A=E!C8@OYJ_QND[ MR[Z$!7@N>=[Y]^4,_O:I_$=UI-K;YCR3T"Q:"!YIE#:F#"E1,8307)5@&2<) M+*FJ_Y@#$RNBUIO&YL%I8AVX/B6Q0.\[/"U(0TYR#"%`UYV5?YXX]8`P>Z\^ MA%Z%Y<8P9YA$1G'?86G&%Y)@X)<,M9F6KR;9+VD,,/++4H4K^A"@D#=:%F'0 MD)ZTV@8+XYD&\BV/W6>! M!A*S*HF/$-%-C&0(ZD4E(2V,9CP9Z34JPECI7&D[H(?$R2MC1VN@&H(N<,\W M56&Z?Q5F"=]I57I;W``((7&LRMC-,CA#6%;?K5]5;Z`6/1Z,1B=^.E>"QOT" MM<=)M\KHL1%>$6=%O-<'E77.+(B_"9`:?&9EKZ\\"([0VJ?4\*X:!:!G&)U6: M>U9>GF:;&3M)K]-%4NI^]1Q9+!'1Q`;00F+/6,^[EO`0K].XETT33AG0#3U> MV@!*:&F5SCQ>@8=XG$9%YSTX@JMCM\E\UVGV.0V37Q`4%HJIT6\-$6/A!.-ZM%2M.O*'&W&D^%O!"?'M(35A@%E!1^)*!H7 MSZG[STWRQO)B>QBIF+P/'OU@R2[-* M;4KXSSP"!#JE?*WM`G$>B9X.(2.Q0JITMZPGM!`N.H:!/(^D5)>8D:PB8]VU ME\%EF7K*^=H<8;(B_O9%3&[J\;B0X.1F@(%K'ASC=6/%LTLE] M*O%T`J?#"H2$]Z(?`[#0F80R!J@T"?#B@0&::DORG9TK#0K:ZA: M!01N"N@9C/"G0HD$`7']CZ.J2EM-XP"Q%9S0J$/D*A"D,)%(Z%04Q.)@,5_P M=WU;W5[$;TR(BBB,Q[/E"]\^?67?QM,I+SO#T0+D:?0:2Q81UA:!+(_$0"=@ MD@0`7XEP:"B,> MLEKNU6P.1/BV>V"$#*E?1$)#7$Y%=BJAWK-\$?-9*[\R[_P/"$:.@(L6G9G,.;3?P&B\"Y.:`)M_V%!HA10*"AF8HF0_;!86UP>#DS+<=AH98D<"@<"A:O@Y^ MG5OI@CN-@0+?-@\,<"&NI:[_:;E7LSD0X9OR;X0,<3')!,/JG"6'2QK:GWS*:NY^?4-`CF]ZH"5&I,@U!65P1]384S&N MRS/1*RP/+'N+IGAJ@(4IH,/4?\XBY999J&9H&VH>B$1HB10*&N M%S8,EL:&@Y/SX>B'1IB1@"&D(R)S:SX'DJ4GZ+4&$CQ5$K6`(=ZE(24VG_X^ ML&F:S%I?9NS\#!#KFS39"@-(:)'*3VR`>/(29>U'5O57@%;?!-`V"$#BBH8\ MJK=*>V"O!78MF(T9(,8W:=0*(7([G+$PVNNB5NE\8T-`CF^RJ"5&)`",1=&> MQ*O)!`&-C$B]P-8,!"MC0))OVF8#G$@P&.N0D;@:3NG&]14^S@-+TS#0[)$`ZQ(S M$EK&$FQ[DYCJ"/PU?2LG8/#P`4\\O/K.LFF4PU/K0\GC8G1T##Q(K^MK;CDX M/?!-@G4%&HD8&@>^UQ_O%H+&@6D@T#?]UAEJ)&R,Q=UN!II)NJRT5NY*5*^6 M,QA24!M`B*>BK`$\Q-\T%%=15!N[W,@(D.*;7FJ!#W&ZL1S:V_[<37*=+K+B MQ41+US4&%'DJC-K@%(?"*0UYU*+P#18*%J:`(-\D4FN42!@0S!S="^^:W&.< M)&IB$,CR5#*UQ8H$!J'43TUDS;\7,HM`EF\":E.P2&30R!95G8PSW499MP/H M'FF;!I`0;U)(!JTI_?K.5#8$Z![IB2:8$'<2T@M1`+>)2A"4-0U.1YXJ?FI4 MB%-I27HV?M5I"Q3X*LJI82&>):2ZH1@FWU+;[@I-`;ZG&IL:%>)46M*:C5]U MV@(%O@II:EB(9PGI9S@&:&W]?2T;`P6>ZF,ZN,2N/:.AAZDC5.9=O=9`@V^J MEPDPQ+^4LP%%I7N,="X+BT"6IT*7-5@D,JBG"-I'1Q.;0)EO>E=SN$B$=)HW M:)Q)?!>^KXM\W28JFWX06)@"@@:GR6$HD3"@(-$U+YQK M4$'V]-`WPP\LFBZ?I$0--IHJFYX/3(4Q'1#BD2$K24 MQ`HT-X5(C`T"6;ZJBI98D<`@55%1/`#>9`:G;G5,`"&^Z8O&Z!!WTQ`8Y1^\ M73B:QVH:F`3"?!,=&Z-%PH.T_%B75\?3:;J`T>XN?`\?8];H6)Z1;:!P()*D M!6QQY(P.2*F3M9WW+'H#IM;%I_"KS[)KAV00@6B#3469<]LR(^`]3`@[O\L,.^;O-T) M(U@LTE#!W?;&QL'H['>!>]_T]FXHP<*1ADKOLD+PME@>HN_=CXE[/PJL_\A;+`@?6!0. M<(NE:1@Z^E7@_8?>8D$(P0)Q>%LL#^R-)3T,B/L_"\S_R-LL*"-8+`YPHZ5Y M,#K[W>#T^(?>;$$IP<*1QG:+9KJ9?B*G@27@Q[=-$5N06!#0V.?0S30SJ"]G MQI!ONQ'6*+$XH+_!L#K-`G^*2%8())6X:7KR_8BT=7/`O,#4>+=,H+%(@TM M7F_A"MA,JL<96@.>?-/.FP#%`H*&)JZYA#6J(FMB"SCR3;VVAXF%`CE)NC[N MKW7`&%20E5H`/GQ3=TW!8HJ MT)2G0YITZZT!8,,W!=<0&^9IB"BK",JD+`[,A9JV[UM8'\%W6'4-?]!X-HW`;=E+K"XHZ_FZF/7 MOQ&EK=\#KH>DX#:G`@L[#[3;#N.N^0\"VX/2:YMS@44>#:764:];'G'M?B)X%QWS3FUMG`XH^<%-V@]RU/LG8X]@E^ M,#@]]5CJ;H,++/+(2>--.E[ST'/PB\"WQ])[*V1@P4=.JF^<*^-FJ=O\5X%W MCS<%6B,$"T1R.PG-,V4<+7Z=,._QGD5[C&"Q2&ZC0[AMLYSB-MK!K)@`1CS> MCM!#A_C[(XU4<#TXS?8QJS:`$X]W`C3A82XG(N[O9%)=1AF;0M-QKG._C$Y; MX,`[T5T;%N9:(@*Z!@Y%7]:V`'QX)W$;@L.<342SKJ"IS3365^;I>!EI"@QX MIR+KHL+\2D0.5L-0?I'U30`CWLFUIN@P?].77XT7'8YVH%S\;G!Z-B0QUATE M6#AZH,GV$(_N?AC8'Y1"ZXX3+"+I"[4&*G595+#+_:G]'P2VAR3/.N`"BSP/ ME-DN0\_!+P+?@])C'9"!!1\Y*;;Q9,31YKR#GP7F/99\VV,$B<5CW2`D6CC0D;(.+P&\3=*/*S`KPXINL;0,0)C+B! M;>\4_G:YP"*/QGZ`H/S-.']@11&7[$W2>S9/W]@X*:++*"[G>N/GC)7_J)CJ M6-D,3L]]T_&;P\5"A(9&+RJ*TSA&&AD%UGS3UAW@Q:*$B&Y>VR==`_L]*EZN MTVS.8"Z8ZFXA"QL#"][IV?JX,._2T*9%X6OL92,CP(IO"K(%/LSK-$3AJS\7 M4?%>?M_@O3?U8O>`3=(5+):.DYDD`JP-`EN^";D-L2*1<4)#HC40>R;?T'`P MLP*\^":?V@#$'$]##%V.<>G3M(24>#T<]'HS(:UA0I<5?G02-!7-@9`AX] MDC:;8,1BA89FJ5,X^>H[RZ91SA_;WCU@(!OI&02V?-,<&V+%(H.&IJA513DR MBHT&)H.S`]\4Q<9HL?@P%A1;F$<(0Y\/CVF6ZYT+T[<`;/@F%)J"PUQMK`JV MX&IQ'!OYVL`$\.&;/FB,#O.VL4K83<<6W::9K_;+#'JWS`SPXIM.:(40\SP- MI7`GD.U];V@&F/%-%;1"B/C^E$+=8.'WZ@(6-]%3Q):;Z"]I#"^-U8=^]U=D#C=S`JPXK7BJ`D01!:`BX\4U4M,2(^9^&C&A^*-UJ/H#QXYM4:`L2"P(:A[/'L_]: MY,4R@7H\FT7+U[P+H]E-G:(H?D'1D'ICT M35)TBAR+(1IBH\&$B%'0Q"C MU!`Q]W>L0+K)=9;-HRK9=_DZ)V\F"!=K6\"G1RI50YA8V'0L9+8:-LN.Y"AN M),:`48_4JJ8XLU,\!%>E3>>YO"G]=Q$68%&R)!Q"GTF1H"U/`D&]J ME35*+`YH*)456'D9T6MP."QT#\S&%G#DFX)E#Q,+!1I)DWO'0BM'@:\V@&YU M8D#3"+#BFX)E@0_Q^CF-H],50/7D+2NOJXT`*[YI5A;X,*\3T2PER=Z\+J9. M=K2)#>#$-^')'![FDSM6=&T!1[ZEM=G#Q$*!AM!8ONERTZ7$!E^P M&YBTP-N7Y3\,NK^N$6#%-Y'1`A_F=1H28S6:43":X[VL?7!VY)ND:`8-"9V-X6(A0D3WE":+$HH2^;;G?Z%_S$L_(PN(TMX&A(8JD<)A8*'NBDCF)!;@Q8&I0Z*L>)10-] M872-ZRIF;RQQ-33L6P.>AB2)JH!B`>&!'NHL(E3F@*E!*:$JI%A,T)=!-[EB MF_30L5:MV28V@;,A":%Z<)$0&7F@A#J.$3VCP-J@M%`]O%B4T!=#-_DIDV\I M3TK9IJ/9#R$B:\#3D$10%5`L(#P00)U%A,H<,#4HX5.%%(L)^J+GOI1K,SCL M6P%>AB1L8@`QQWL@93;V/&8F.#L>E%R)(<1\[X]`N5DSP29RM1)/-3P"C@]0Z3-!C\>2/2+H\)_DI#;/9992QJ?ZM.VZL M`X_#6];H`\<"R"-1U7D$F9H')@>X#-)'CL40#1%V6RHL1VN%W;/98LIFJ[%U M/=A6D5Y]Y_^))A\Z_1%@U;=%50OXD:@Z[%BW=5-C1X>?LO-]"G,VJW)2K25S MS_Y<1'E4L`>6O453MNRT]VR:/B<1,M!U_`;!V8E'J\)>R,$"VQ>I>9+>)IO* M_M(YJN4Y((N?`6:'F"=CS``66]ZHUFT&E_7O`+>#3+PQI@`++]("N#*I.7IS M?:B$FP3&!J)VZ:/%XH.T3JXZ$V$>'AH6@:^!B%?:8+'@H"^DX^@>HN]N8P,, M!J.#H9Q&TP:+Q88'NKC+X-"PR`D;B&"ICQ8+#_HRMP0=SVAT/'APD\%H-!J( M'&D`%XL0#W1LMR&B99.3YIO$Z``O%B0TA&JM;+5U$:K;Q&VZG\0NC,'>E>9T MA!D)F"-O=1HR^84[?H"8I!J"QF/%%WKU)'EA1Q)NK6.2[X6-+4Z2;\N1 M!CBQ8*"AH.ID:'U*DT6^_!BNT*$#A*6Y8'1XYMM"HQE4+"I\D4QW9T=-$])V M3?&)UI`V\>4PD4CXZ(T6VC04I+8X20.IK:&#$PL&^B(GOE-T%3V_%&XW9$N3 MG#*/"1R5N=7MA=@H,9@G#T97NX&#A2+!Y]$ MSH8!H;#&B1K(AT0/*182-$3.,JIOG_8ND/XM@=>\R:I'#:7!8&H'R#GU;5%B MB1$+`!K"YM?%_)%E#B+`V!"GQS?YRA8D%@/T94S)J3S7Z>.3,E'V=$CS!1VP M2&P<>R!LN@P.#8N)Z>-P0I\>WA:HM2"P&/!`P702!Q!(G:"!+4S5*+`R\$RUE M,TQ#,YP:WU:?=A`Q[_NG6,K<;VJ'D^/;4M,2(Q8`].7*S4'9LMHG!W"37.7` M[K?Q=)HN$JL$*Z513MM`EIU&@)$X.:$O7;J.$SVC0-NY;[M>+@!C<4)?PY05 M)62QZ\IL2YN*U\6L:*KEE.W:!.DFA#QJ*%OOXI*7\*BSKW`\O:*B?. M-TG$"6(L5#R029W'BJY93IUO^HD;R%BTT%!3==(1'J+O'$^)>UG\)[]]>H#G M@(6R`%D1/<;L;@VF-'D9O44SELSNPO<0_K%)UH>#GP]&0.,PHJ\E:K`HI:'Z M:F5)=!^FSG^?.V,@<_6VN,$"E;XZO?YBC),9_\_:553-[D+5M0TDCH:8!*.) M&PF>4_J2==Y2])@9YS0.4G72!([%#WTI>W=HM1EB=BUP0@8B%.#H,'>3%J6% MUT/?L[AT#/_:YHNX@)AN6.M2;ID3."1MP`@U%C:D-6KQ-=!.XL;$-*=P()OI M%K"QR"$M6>MVD(;UK^26@F*SIE+C@:R1]'2$3X4#\ZNQ-OU:#EE7R:Q?WY9#YNVBR&&!.H.15.;:^K/`B$=BLP(& MYEAC]5CD6.#F0Y4<>-$_5K3]H_[W'=88?,.2&=N`W^/M$7XK"Z-DSF;1-(Q_ M@7%J^1I\=(J65P#P7;8TX1=`L&0*G[]+5L`@ED_`^`*P_F?W82=[N2B?QFF^ MR-CX,2^R<"HZ%61E!S[EQR?.9HF2GY[(,7=S_AK M&??[H5R-0Q=QF//))O^&C+]'HN0`91O.2Z]2AHGWL&^H'!LRY'KE\RJTRW0. M([%LN-I[F#-!2RY`?"7V,`I([%KC;ZFE:\V'[,W,P6+8WLXZ1N4I7!^[K"E& ML7^-]TM[[;J?HR)Z+EVSO7)U/$?.(:L;<69ZS?$S]:&X2RL!BEUOO.=)Q/7W MX*+LC5TL,DZMEN-WFW!6>MT!=^UV(3RQTXVW*_MU>IKG6V;>*^']G+'R/R8L M$WX!#"UPSGK=VW84$D9HQ1%BO%$9][IH?EB\OBXQAC'?>[N.TV^781'VOV(6 MO=G5\@^YQD)9ISEWY*F[712$2NGB6-J(OQ^-N;(^F:+-"PV,?ZV&]U?"E\2NN,#.(K@Z7P*3I?[GDI_#!]8;-%S,O4K>*X&MM; M?4^],#:WQ'GI?\9LWI>;P1W"BODF*1A`*_@]PI*^77V,H^]_+FSM-7%?%P!T MORKN8_J['OE6X]AJ__.2/473"-!RGE]8P1N9S8'13)OM[U72-);[K3L_)YGB M6EH*SFJ3R3ZF1MAD6/Q@<$9A#F3)M&)>5`'XU^2W/N\X(S8QJCC+=+I[AD^) M?JS9[EF_3V"ZSLM<`OK)O MY3^:%F+8:P],4,U1Q7QM!LW15DXK3MZ+6A&>W?KIV>/]BR2S-^#XZUT(68`HO1;HTB1FP;^:.R6.HX7 M'=2(A$2CWI@6RJOY:YR^[V1;-!M61`:#LS.J1_\:A0B.%0D,&H7$#+^KCN8D M0`PM=='Y!&2)$'$]Z:)BV[DX/[":PZOS:Z4VAU+B+K5:_2+E!'2Z9L MO!K6A(Q$"XU:8FC\1UD]_BN%:(S'"ZDUH(F6T-E@V-``BL0#C0IAZW?'[IR[ MF\_'KUD48Q&@VQZH\$T'-8.&>)F&`JJ$\CK_$HK.9ANT!AI\4S]-@"'^I2%^ MRH"\IDGUPW7)'HMQ,EOGH=CX7&X1Z/)-U&P*%HD-&@JF5I!GTY=&O1_:`Q6^ MJ9%FT!`OTQ`=)5!XN9%U'<'\.LUNLN6A#OXG<=F&AA:!+M_DQJ9@D=B@(39J M@KM)[.8`>S:`$M_D0W-X2"(2#9U08V!K-JM_74]]R=Z/VV#,KT!#O-QI*::F MO?J!O0(CCPR]6=W<$I#CF_!G"Q*)`!K:G^YGZR;A=R?._N)$0D`\G+>)+V,,C8%2_DXKV;H6`T' MB"V@:$`RGP(F$@G>2'ZW0$UR'65Y8?]A0&T!10.4`Q&8V!5WOD3"Y%OJ+!+V M;`%%0Q($Y3"Q^M3>1`(8<#0]LFB8-EI*X,2!I0+JA"B=RXLT;`;&<"C64%5!;P3G9V[^; MSA[W82*10".S4/_CYR@6!-:`I@')C4J@2#R0EQQW59/R'VY?I?EC5L:`I`$) MCBJ<2#"0UQO+G=*&,M.>#:!D0"HC`@_QN`<"XUT6O0$QZSQ(F`+#1+AX:;+M M(#<)A`U*;M1!BX0'#=51,[T^+Z)BL42PQEI/M/J:%DQ]VU5;OP=4^Z9>MDL% M$G4T%,Y6H$LNL6WK]X!JWY32=JE`HHZ&FMH.=+XHZ#;N^"\"W;ZILFV3@<0> M#>6V%?!\LM%IZ/$?!+)]4X!;Y@()/!HJ<3O8H[=NQSS^@T"V;VISRUP@9;MH M*-*M8'^(OG<:=_![P?G(-V6[72J0J*.A?K<#G;WAE]BW]XM`MV\J>MMD(+%' M0VG7*X&SIQAI;-4WMPST^:;!NP*-Q`P-05ZS/-OZ\-(D_9I^*\\R1O,+IID# MYO(W@%+?!'WW\)&(HB'X-QF";[$A^"IZ?FE:A,;B%X%NW[8+VB8#B3V/=A-J M0[8$=M-]!*-?`GH'N8-@00(28Q[M'>Q-"W;RN1S'U;YUH'&0^P*:P)'XH;$+ M4-YDD8MR.59I'";%Q:V,`4F^:?<-<"+!X)$L+X_ZIMN.2NM`XR`%=TW@2/S0 M4-?5JXJ=0C22#X^Y):#'-SW<%B1R60$-H=L0E&2\,+<4G!_Z)D[;@D1BP"/9 M67\F[OB;(O\EH'>0,K,%"4B,^2LORT`W3EPQ_"V@^$>0H/5H0"+-(U%:'W;C M-!6SGP*"!RE1V["`A)E'2K4!ZJ9)*68_!00/4INV80$),X]$:5-%_FO43HZ[ M]`>![$%*U/9<((%'0ZDV7>G()F0VMH`BWU1H>YA()-#0G#4.E[H[IU\_O'Y^ MZ)O:;`L2B0&/I&;3D7#23EZ:[/>`ZD'*T=94(%%'0Z!V/.5KFG]K]$M`KV\" M=ULD(!>YTA#`VTEYB=M*NE7\9'!^Y)NDWCH;2/C1T-[Y1'"+877/$YMQO-F" M$UC=O);NYIM;`GI\T\YM02(Q0$,;7P=Y^>[+5Q_G#ZPHXI*527K/YND;&R=% M-(OBLA-LK@M43;5M;`)EOFG=S>$B$4)#T]ZN*:KQS9<1:X2_1\7+=9K-67:1 MHMMOAF:`&-^T:"N$B.MIZ,S2"AY\.'1485ED">CQ326V!8G$``T16`JJ/@/* M5U,@JS#`C`%)OHFW#7`BP4!#F#6/<$GBEI4Q(,DW:;8!3B08O-%F)RG?ZEJO MF:R*XXDM`3T#U&:%()$8H*'-FL>V)$/+RAB0Y)NJV@`G$@PT)-,]7)5I\"05 MRBC:H:`V!03Y)GI:HQ2'P2D-5=,BO&4;N);F@O./OJF1C9`B(4%#:13@6:^# MUU=0K0[&1,GS\F",Z@!1`Y-`F&_:8V.T2'@8BY!Q1W'!4G^"8WV,)$0,%8;VPL!7BEZ=>,X M#VQ[_VL9`E9\$QDM,2*>-]886_7\19B_Q"S/]R\DW$R-).<`+6P!-[Y)B_8P MD1`P5A9[#@'9,4`+6\"-;X*B/4PD!(SUQ+Y#0)KP:V4-^/%-4&P"%`D$8U&Q MYT"0'9"R,@;L^*8F-L")1(&QFMA>%$S2R3=@X9V_\PK'/],87G.#;S8N[MEL M,65&)4=L[`)GO@F,;B"+P^3,6&UL,TPXJC*[?;5WLDK/@J7P:DYL$AN:QH+S M8]\DQ@8XD2@P%AC;C()EZJ6S.-`V!PSYIB@V0HK$0L]JXBZDK3*ZJYF;A8#* M"O#AFX)H`Q!Q."'M$*8^L,SAL;J5PXRZN]0`L."S2JB!#?$P+6D0G]1J>A@W M`"QX+@6JL"$>)B0!PFBD7+UH#MM*.\")S]*?/D3$[81D/Y[JL)QU:*U?]2+` MR"0PY;,(:(46B0M"6N!Z9_-3&F:SRRACT_T,"-.%G:X]X,AG(<@<*A(.A!3! M25K>*FX0Z)I;!5:&@36_U2!KS$BD$%(-]6102=4C*V/!^8G/CT)21Q8]X3?/X(J(`A?NU9 M-I2IGAU$Q.N^28"R6M16QC@]/G_C38&*XV!T0$L% MU,F,CK*".5P`K`URGGP>_FW`8D'1L^@G'.DB\4AG6J0"-\,Y\6VB9P<1-S:%BX>";/#CYQF*' MV\5+<\#1V>!WC'>@8N%`2B)\B+[SV4SYQ^561G[[],"RB&V2XOGQZO7[EE_' MR^@MFK%DMCY\?9-4*_J828KM_3[W@M_G%%KG!HM0FIKE.)GQ_VR<%JUMC[/D M>2:#*58L(OJ6+JL58-:)7/\[3F"`-YFQ#9=[;GB,TED61LF?+7]]P M#`SQC_EUG'[+__:?)IUF]3,EM*F#RPN\O5?RN[U\\'HYZ-1 MV<'VG%UYC_%C7F3A5+1SK-,L.#\Y-!\#',.9(-7/OD:@8M_1YH(/6![WB)(4[]V&(O=J55.W(JRM4OR7Y M*YM&3Q&;7:9S&"9EGL7:`"VTOIK[/D.<+$CTW>VTX_R$ MUA:D?L>M81`[LRLMV8TSO[*"?Y/NLI3/V&:?WG_+>2[U[2O+0EYM8SPM8"Y7 M+"=[\(=%6J#`5QX+C$CMQ.VFT];6325!Y>))6"2Q'Z7R[A`(\^<&.0V!],0*\!J MOP$VGOW7(B_*A1B_[FZ:)M,H9CN<+`L6:'A`8XAKX^>"\U,2>W'MAVI[["'U M!'T<,B\9O/,TPBZU$ST&')#87&O/O^)XVN<`.2'N8QQP42Y,IOQ21SZ&CY/9 M>IOH.LT>6/8635E^FUW$822=EAO9`19);+)U'4D6)"&9R%U^0A'9_>K/152\ M;V\'WNY`?@F3\+FYH+3=/LR+Z]_+$SQ._=NPRRJ?I(BGN,C:/%G/9 MPDS5%N@BH45V/<)H$H/$4<<7P;N)HU_#*.$\WB:7+(O>`#J_VG3SB0:N`7H1 MB@JKF)H`\DB@ZJLSX08)+7SX_7P97PI[#8O5L;\NR9)HQ^&!?LN7_KU"X M&I@U9"1](T`@"36\\P69(4-(B'DIFN]CAVD`'[%S()Y!;Y-G1N@T!])(R..F M;M8-%@PQ$B;ZPC?ID8AG#B;P:Y%P4:_5+CBG<3"DK<#8@XI$A+YT3#HBX"O\ M&D:SRQ62J^]\CRV>&'9.,]9818J.@:!6!)R=%LQI,\!$ESZ>C3IX*K> M^7BQR+A+C&))T!YH(Z$_MQ4Z*&0D4HSE9-KSEQ7R21;.[&8P50-`'`G!N>TY MS#YF)(?02P%9B+NF>9F&2JTYD$9"7&XQ4(2(D3#I6$!N*TS6G]][?NA;>-Y0 MNRW014)F;BM`A'"1Z#!6COO/`6J6N-):0B/03$)Q[B0%K3%/2#@:"]!%"MV$ M8C@NC_6UF&=K^`-`.PGIVDF>K15V).2,L[HI?!]ADK@29\?3/Q=1QH`A@%V\ MW\5AF8+`,Q5>Y_(EFKX1()"$+.TR',0!9\H)$E3Z0C2A)?\>]AOPOJUD#KX6ZJ;VAB!I)*Z"(A%K>?K@H M24!.9NO+YX0F6E6PFD,+U@3((2&3=QLA^PP@X:$OFQ,*#_'0N5O!!]:PRS\P M^,?R+\;?)97!8#0Z^:$_5IH$(:'GH28OIJ%R)MDXQBIM@7\2^S5]1=,>%4C< M>)F]W8S4UM9H0#3EW1R',>>")R0@C:7U_J4#3L6Z8.N?B^@MC/F\X8YE43JK M[[1*@L_$#%#HXOF14_1%20V$9I)RK0;9$C8Q5Z&1572;\+LG55R*]I,H7_W.KQ MR4SP@>5']>(T7V1,0X-N:CH8'1R0V!TQ#R4'L)$P\U)YYEK&]A3Q2@/C<[CU M`;WQG&>6CB3!I&N"LT=BS\)1&(ACS)`-))8Z%J+1D_O[MRVN,DAODH*!]]`; M9S6:<@9(*#VMQ(,A"TC5R([SM/4J..RDFJ?J+0=C&YP3$CL0;4:&,1U(B%`I M\E&+]$GZ`-[*G][E02%KQ7&3V&;H<(`0$8`XON/"';+;/%85L&H0:G&-!8&^ M!'FQ/VWT*G`"C:B+ONM*\9OY3<"7CO4RS?<]$SP#&2T*"4;A#/XXU0 M.KI_87^`[J$77K(W%J=EFC*LKI]99<.DAYY7?YLK/FU^S:)/OIT.J:5O8X`R36Y?K>PI;>]NB[[L'_^,`A/(8Y*VG__P%0 M2P,$%`````@`^F8Z16//7%.K*```#Z0"`!$`'`!S:VQN+3(P,30P-C,P+GAS M9%54"0`#F)HE5)B:)51U>`L``00E#@``!#D!``#M76MOXTAV_1X@_T%Q@"`! MXG:[>V8VTYE.(-MRCQ#94BSUS"Z"(*#)DEW;%*GEPX\-\M]3520EONI-29=N M?6FX);)TSKFW7K>J;OWR[R\K?_"$HAB'P>>3\W?O3P8H<$,/!P^?3[XNKD__ MY63P[__VMW_SR]^=G@Z^H`!%3H*\P?WKX,I)G$7DN-_BXOW!^;OS=S\-R!\? M/I[.T?KTP_OS'P;_]?X/GW[\Z=/YC_\]^-_AS?\-1O/%X'3P_/S\SB,E)*R$ M=VZX&IR>TM^)W4>T<@:)$SV@Y-99H7CMN.CSR6.2K#^=G='W[G'H10X.5LC# MKN/3E\_H3[W_Z2.%[Z,5"I+K,%I=H:63^LGGD[^DCH^7&'DG`\(WB#_%W_Q` MHTSV4N7YYX_OPNB!//+^_.R/-Y,Y0UV4[N/@6^7IE_O(+Y[_>$:_OG=B5#Q. MO_62S0OEAW\\R[[^9X_F7S#A3M^?GWX\+UYQPS1(HMPNWOD"]:'D6\^DJ,W?87R!:AGW3PB5.UA'G1\@W+;_BH76$ M7-H.S>@E_^S?UXM,8>=/@W]C?Q(XQ*8V]2QN/ M_/W\$?&[VQ_1?9.HYZ8^]T?SU\XJ)BD5:6.K"\>GC=[\$:$DSHQ3_4ALC0_$ M!',B%\K-<3&<#&\O1X/YKZ/18GY47T?]F4,:[^01)?29%E-4OQ?;Y:/0+H/_ MJI3UWT<[2>RTD3*>+J=K.N0C(/+JPOE.;)\?:O:9+X:+TCV8SD9W MP\5X>GNL0A^>PQ]CPR^R4`7NSBI6:C]&;&E?N19BAIJOIA>_L>O MT\G5Z&[^#W__\>=_'5R-KL>7X\71;E9V:VD*=5X06_0G(XL>VTR+-O/2B1^O M_?"YI;E_8E5M_&7VS&I7T-2 M^X:7E].OMXOQ[9?!;#HA=6YT-*9TJH6>D!^N:9T@E>,!U0OV_4 M/5[_]L_95\2JS*2#X>W5X/?AW1VIF4?[RNP[">-XAJ+Y(QDB9!:L?"*VT7G= M1I/I?#X@E8O,UH9WHZ/X$O''`?D3+9R7HMA]'H+RGY@Q:&O&L<.(&+ M'7\'D<5:L9*,$1BP?,G2@()M9$'T@-A(C7`" M&;'=C!=9*(C.6BZG+(@PNCU&$)3"0>MUMD'$\8M8'-W)4@2`.-^*;=2('LR_ MSF835I%()[0)U@VNAHOAT4*=!.Q,`G=J`;P/S2""<@!O\(_%;_S3TC0!*.7AXM(9)%+%:/QJ?B^W1#(E4(HI'BYB% M%LLV:?U&;)66@$V*2-,(EV[/%H]&XG!5(VVF0?G1T-W:N@%>DG2S?9'DS>% M1O]H%=8IC)[_U-'TYCNUVLRM_+38Q(VHCF@7U]&H.PSH5'MH[=?$9NXJI'/L ML'=E]W-#PTLZ[H^-F)"=Y8]]^`YL_\'0]A\DMF_$GRQM_^%H^\YM7QW#F;XM M]H-&W,O2#XZ]OT%DO]*_MWTAMF$C2E:/[1^[9G.C5"JAX'NQB9I1KW83'>N/ MP3I,I?JT?"XV32-*55V).=8=8X-4J@[_:[%Y&M&E5O,XWXM-U'(\J-5$Q_ICMKY9J4'M7XD-U(B^-%8XCY7( MQC*5:B1\0FRG1JR$9Z=C3=K%DG2UIS)X46S=1C3$8%'Z6$]W9_=S8\-+8J`_ MV!^%.L8_=VO[ZD#(_'VQ'S1C*.9^<.P!+`_)M??=2L^*K=QR1HMW@.YHSHZ. MU+4;4^%)L2D;81O><;NC(;L\@-=F3?7'Q29MA'J$A_..=NWLN%[[GB&E9X46 M_;%EEQ#W*-]W;4_Z#TUB?8>6`Y8=^A--O/OY),8K8H63_+/'""W)9]_\X+3( MIOT_A/2[EY5?/$)_09"GFKE!7:?\AXLB\ES#XNS5I)!PC:*$U/&S`OS)X*Q# M8L0BNL2J1H1)RW?N=6F15Y`/EQ%M8C09U>I,M[RR^E;.24W^5\Y9S3XBM,(H M&02M.?%YR=VS=/J3T&5%"5ZA_SLMWCNE'YV>?SC]>/[N)?:VZNN`V'+4`U&\ M9P"B/76^XL\7+]#?_5'U%X6Y[SD_S'ZT]<4SY"=Q\8G]90NA>?6` M"H;M6]F?I]L"C%#4[S-0P5"\0_^P_OWZ50=*`(J7V%\&$)K7)K#.)D`/-'*@ MUG+Y451YBS9?/]-F\_PG:QB*C6<)0M+)SXLOCU"%5"YEM"W$`*'P"A$53RG> MH7\85%CQ)1=*@M3?LK53^_T<>DC"X-88C/AF$_.>EY7%-U%^NQ`#]/GD-\=/ MV2],EV,R/0D>\+V/AG%,KR\(?>R^THGAA1^ZWTX&V>`TN_+D4U)\/D[0BLZO M3@;.?4PO0TH^GRP=GUT.1&_P^41&C&1RO&`O>VF4I[\+L._3(X6?3Y(HI2.L ME+R-DY1^^R4*T_7GD^QU3,K/IL=T"/P_.H`YG&>EN=ATR;;'7(:^CUS2]EQ' MX>HRC9.06#4O$*8.MB0XVK1K"E,"1:P\+R!=318](^4@IESJ^+-LAO,*F;<1 M'#H2YC$Z.?X M!1KX$B0)=M)6!^#0ET&)\8_PPR.]$%G4<$`::O.`*?"`-.CFX%)A`6H,PD6F MP`360)R+3($)J"$Y#YB3LL.0=@8W0N,@5KP!JKG`!NTB<(H] M.U@^BF/X:D<*:R`OP*;6SX-E4\.FVM_#Y5-'I]KO0R54!\==:0^>Z(D(\FNW M88)`S2`%V!390)I)"K"IL@$UHQ2B4V,$:F(IP*;(!M+T4H!-C0VD228?FB(7 M4$-I$3B%7J>4M14,)0D^/5:0NB`Y1#UND#HD.401MW'@DD](LT+3,'QX?_X! M%B\N/.[&#OSD)/1IEWT,APX7F;SMHZG_QG&X,5@#/ MOVD9GS2C\:/CN1=^W@;-//D/S8*JL. MOX7TH#'-&72%8C?"ZXQL63?^_JL=[AO?!TFY6UU$V'OHMW.)*8A7"V/Z"O*N M4NH`,P:3UG]?]KX*%HMEXM0CH]'+-,`V%4WT5]"&?60LL]'Y?U>--E MR?N5B!^PG3(!+>FM1B\H>4#C:E)+%).J'1`XZ>C2!K:W!1M!>2J&`7JY( MN8E";/O]*EB+QE_36[S`OR+-N.EYY85?G5 MU#J(RUCBYR4_V,0N;E&R'4^%3YA.;;/"`9!7@\GAV!)\3Q/:H7M$Q5V.#E39 M20!R1SO98;W-%4:YD8'2\L$"9HYKS2WUN$8^*R3]A+"48PJQ\R@)J\(*TM*F"4L\OZ#J"T M&N!4^4!:)A6!4^8#:N>.&)XJ)U";=X3HE!E!VL`C1*?*"-(F'A$X93Z@-O*( MX:ER@G5Z1`Q/E1.HP3(Z!0]DPG\;!IO_CE[H?AP4+\*$7H<" M=BU*$?\^=EEE*98>\E.V`'0<=CE#L[<3!Q66QO?L4C*NU@>*E M-E^ER/^5C,C=QV_A,T[^"H8$%QEOS!S2O*))0-X`PZ$%$V\U+RI3)9.&TJL3 MWP7#2!$GMV'S[IUG,&2J<#B8;\+(>4:`*D8=$"\--X[B9.@]T>8<#/8V4+SZ MC-PP\*`1:$7%W1K-YJ_QC>.A19BG%Z?KCH#C%@+,6BP7SV'O6#+,PDA;$<:" MM"&!CTR-2H0#%Z\=?[BB9S<@#S$EP'DCG*RNLIW@]#W`6YV;4'DF=.+'_.%; ME+`KKJ!OX^9#%NU%7)"91)QM(RIOZ`.PVTX,3WCR*9L8E0?IK!R'S3J:_<-A MZ*DBY1_T9CNC6#F\`@#,]A1Q"B[0*8+8F5;C8()1.EU2=P?<`J9HM(:96UY\@8'>)6N#K]NI@W8 MEKCSTC/B!6`;WZ;[\_KBW1E6M7T!5RD"L;F!!XO#@E[TEKQ>A$$:L]B_-TQ* M9X+N2HP.V/2J@.3.3,@(FA3O^,S6E>.I(%:CFMV[6IV0PV#7`<8?OH8N0%],K@J=+,L.A)^V6 M<^2260Z]2!3PT%8.76$PGP>(9FE$SU0EB_`&10_;`&1>'P^1FT@)I?@$:#XF M=A%^HL<&[E",'X(J+;SN*+ MT(D\"',Q9:32XY>97HMP3LJ*7V<1>L)A2K<4,A*IXP\?R*B(178!\#;$K7.> M/:61PKAQ_A=V$%>'AYT83'<`GJ`'5Y5S0ZYR1;L.HTGH!%]2AP8&$(HO7F^< MP,DV6?;*/VQHFDB9559#+6&XEQ4=8_?+LNMD25I&%4&E_1K#G80U'+)*=O#B3C9NY&.JI!=:9=J,-D'ZW6?I@=1RG&ZOWV MHU9"YL[34EQ/VI]VY!V,@OKM'V4>78QO^N$,"JQYB4-IBDDV[!D^-)T?EO65 M*2A$VA3('SR.:,1.4#>N<(3)S,741%):BNTI4:.*KTL6'$%OE[ZRTB.B;2E'MBKC:P?$0(FZ=!NDKI M,T]HM%R2)H@N/>,$._[0R_+[TCR.ST.7I=2GOY+M=_:!]S<6K'CK/WD"_G&P MW8PP<[`W#BZ=-4X<_S>B./(X]RQ!%LN6F?8(=>:\7H?1=1IX=P[+GGOC1.Y> M]ZEV-U3E<9':*5" MPFJ,VB($L#Y'G3%?L\VE?\-XA@+'IU?_1!,G07?H`5-VT/<$65,SMDK0PR>J#';6-V6YD@[0.>TYB-)@NC-%%X\X^BX$K1*UZNSG:)U4 MLH^`O5NPD[M.9<@=UIETHU"+^(LPVE[$A M:/D$5L^<2,!#PUT4U0#C&/JLU0;FI8\]J<#TB74W3X>R.(8T3'RG%I/ M=ZB0G\TD0(]3)RH=JI+M5":EBB9;JX)X*'>H!E]=V,#Q074)3Z8:%RD#P"RL%WL9NVPXVV*H7X7643+>#S,[ZF+N( MA?1R(5Z35!7BA_\NF`C(6H0?H*Z8V_&5*TG#DV_&+-C:FCB%3 M!J9G:"B0BWF':!)LMUCG>`.MJCXCB8^4"NS=K@L#["9-R3CJV>JX&@VCQJ-: MB'`="V`C(D&O-TBK#Y'SK!$T8R1%WO>54$UZ.OM.9A%^HM>[Y#N@>[<:JL=& M:Q.*CC2`]J(8:B#.\+?!0[?E9@77G9+=M)DY)!LW]B5JO6/B>G(7J8$ZU?O0 M`8R=$-R#&[-8V_?HQBW$]^'&$KW[[\;6NII9DRY%?J>.W$9]+ZXLT_P-.+.] MMD8VS4(/WZ,WMS'?AS/+%.^_+]LK:V90_/2=-LQMS/?BRA+%WX`K6RMK9-`Y M?OD^/;F%^#X<6:)W__W86E>*@) M&\LH+2P_,D)MT-)MT.PJM+]$9"6,KT3%HL(^W@M4JV&MDE&>_- M(ENW-+L;E$R%T>_>[.'=-?,.AR3&BL.K^SM45JT+)P7VQD5-&=D-3*#YDQEL ME3W65:_+CS",`_`WCFN0L)`!YAYS"5@SOFS!J^]F+Y.PD*$O9J^`-1C=U!J0 M[V)<8\?99$33GW49?MUG&YWG'?KLB"/YNV0VVY=-ENG_]Z>VTIZMXXKU;G/?MN!GD:QJ[QFG]'">>`AU=2=.;.?KF_!E2]([GBW* M=(;GO7O5TZ@U>D.ACDZH[Z,=[F'88Y?::F2LZ&E>21Z3#M)O`'`,Y2I+LJ45XAU;A$QH&";["/B,P?""C M4_HE9+>TXZ6Q5\U0+3";UNQ5J<_+B]+HQ3778;1"I/$$G5=?D8"&4RC*`,8) M]%EG6998+2,/;_9W-TI;A'E9*&37F(-V!`M2]L/"/E\^T<)$6%O"I-`;'[MP%`X)O>L>Y4(`\@0]QBVB MM1T4+G(Y]LO\8B8J/J"KR.']P()Y:P6Z)#T07N(\<>YCZ),N.9[@."$3YP49 MO<5+%`T?4."^]LLW])AIM1>FDAW>>;K41KTYWG.X=F?=BDJPUD0.0'ZAS5L4 MO!S%;A0^Y]F"V2S'?R5/L`M$^A`!L^=F$H#55PU>H-5*'?4*V8\)ORH1^Y8% MU@V4EKRUUW@ANX(!FS>A`)F]R:&!V MNEQB%_:"8&<4[1O8GMSWJDZE@T86V!VPUMPOZV'9)%RRX+R[N3P%9=$F4G'# MO8<3=5W"B(Y0FE+K55JW&&T*R;/TP!=%F8C".F4]`D&W^APJDF2S7"GGT8$8 M0/>`J\,6:9`-8EB!US1C2W8O)'6PGGF$.A$%E^"6`".FJ`[5)!F@$S_Z*(ZW MBQ3%2C#PG7L6I(P2_ZGK!&_8WJD>$H6!3_0M2'7K-C`"`#;@NW4;Z-,7*UH= MNPZ0:8T=_$[=AW:%;\][,E;=.D]3J3[YCHDBI;%B-F9B9R>SV!7HF:`9'Z-@ MI)(Z\!RE*Q4JDHY\FH/]+3E)&R,;-Y$I!-=1[)6H"'NYB5/U*%^"%2\;MU%3 M"Z[S=*5*-7A!QM)T$K\-[O3;>=H9F;N-7"&H#M.%$MD&AL8PJ*\NTL;$:..% M1!%X+F'/O-)`;[HOXF3\T7)?W427I4VG9*(D//?:K6*U&0==C+H(G<@K4A`= M<&/Z;N94&ZFX52VYT3,7?KQ!WR4A<5%ZH4?EPN?O1"_P0=..R8 MJ$7-93FPL_9!V#ST.(1O1-6F+AMK"K=2[UP[07@//X&NRU:TN@UX-Y2"Y%!* MX#O58XY?>N@X*J2X,CD)^W^^K2P_&)*=ZIZ1#X+D$278=?QASKOF+@F%T:9. MF7#7WJ*/66>[%SND')<%)H56#AH'Z8IRRHYG[;>J:"/6JQ_%>[?HF7T9`Z"L M#E75RFW%E(=)I,.:A$[P)75H!4(HOGB]<0+GH7(4`Y(36!*RT2WKY.E;X\#U M4X\\<(V9/UXCD!7&@(2-/C/G-6NK9J35"I()>G!\4BB$BF6)WT:5WU#@D5%A M&#"6J>/3J#@F@E-8VZ+,#M(%7[-8&SET&WL;ND?L(G'T5 MJC[7\M8`NO(RCEBFM.*.==CLI>#M]!@'X&M^"UQS?^]-F[XV;].K@LW1FOST M_?:@+DS67-"6]7T<+!YQ5,^K"U^#!G"S/H^_5@Y3`AYF$R^0K-["%$``V[S5 M8VM&USB*DU[4`P%L3H[=8&6N\H:N9+S;,YE([:0XP36U/;IY:E#6EO M34O1QK3=_&#Y0/:;4U,A(U7'/UD^H_S6Y!2>8-[-+Y:V"KXY-44["7?RBZ6- MAF]-3-%VP]W\(#V,^V;5S,A9[4!JC+U@!12Z(&&W\Z]8I5J$M^$S6Z[$JTL$ M+P[7+9T=U%'N]7HC_/`(8?5ZE^0ZK*."'^O1[$635*=M7"7NUE_-VH@HIJ?< M!ESR6`O0'>V&N'?G+3V:TRH0L=][2+?QP*A!)J"[X0_#)TQ`[Z=7@J'/+DCM M2;\^Q7ZT:>U'PS[%>W19[4G!'L5X=%GM<[9SBT%TESODUE&O"J35,X-MOH[= MR^T,JGL9=N)UB]Y'^,34]M.^]RCJK$EJK[$L_PT$G*7L3*_D+D_G*R&&?214 MZ/IV[A8RDE8_\P/VPC">HR3)GEJ$=V@5/J%AD&`/^PQ9XW(_`.V_&7QI3UC6 MD?8C1;GT\JK\6IH0P@12&['1?F_1[=,@R*N#-CSU(+QX&:H$VMG1I@!9`#5FLI&U=#0+6Y!*L:6WZ["H^M"*N:3TL[$V"DU2`K<5?* M'`U6!DWTBCV>+$<^6#ETH"MIH9I:'.[$P9!#9Z-G&/L\#'%S5,CR/V_7;K8% M;U/=#@-OCJ(G[-9O9@>U+*7-A+OZN0W0#%V7(/,FV+G'/DN]2)MK=FT$8"64 M&:BN_Q(-\W+J*?5`LE=`KV;[,&75*-MP$)92<=+P)6@)=&BH9WF?$[3Q\A4\ M>S%PT2ZLO.VLO5?3$#!W'1+=7A_2N`0BSOHI$'O2E,!W>R=&>;?+/AQE3[=B M"+>YF*K?U*I7SF.B2;;+J+XH,@W>WHVD0FY6=Y,JJP;/FW:A3DGV]KTWM/CL MVI=^.Y6)TT)Q'<)FJ'#;,):%'GE">'H,<1$X2"F^K=`6%`US6\<.7@8+]ML0B< M`I]LRPQ(-E5H>OLZJ\>-^K1K09]!5ZMT,$[KF<%6T$`VLP/J$NJPU=:R2_,5 MN)M]!3@[\W8@ARI-@:ON7*A,/'JTEU,'NDB+"]+O>^7-'T-::+:H??&Z?22_ M=W3X[$1>_L._D6:8_!Z9Y+RLD9M05/2C'`E+3I"6^\T##NOVQI1WV"9"2Q21 MD27KP+?=U"S"+IKE_@3`QQ1Q\@;"6SW8"Z!N#Q*!X_`I'B!6Q]6;<-/XE/X1 M?RIPS0\QAF_#QW-`0I[\SWD@O(>>A[-#8D4!1:,R2R/WD=2!TC2@9CE:R+Y] MTAPZ1XP+%*`E=K'C3Y\#XN"/>#W!*YQDF]\V/W=XZLI`IG].L^N. M%^&VTLP<3`;,^2XMVH,1F](N+8C1GM=;-$-.9G2DVL3(N0= MBL:,.EJLZR9<"6:QSB!1)W]VUM`&\#J,G0:2'3Z5G--]%ED[JUYOC`SNV`ESN+HZ_I"S?#&O?&DOGBY!!F"Y)4Y?D MT9MA0%S)PT_82PF[='52FNLME/OQZ2M=\N@I#E+/Q0.Q4#`EU%HIHZ@-O9J"O M@S!3=O6N7_`>HL]%D!AX>V3Y*_DP)./4OQ+%<!ZD@!I@[C;4LWN()0U%B=\-814,G>,UIIWIP.ZIR_K>^>0R? M3U?];E,=>'ZBKP+=*LWR/A1CX4T&\@6*5O51ZB'6C^40NUW@\-_FT6S)%02F M:P0M:L&K%N:JA-^*"<_$=\'$+-MA&52#IB`]/K')(6/B\`JZP/-R/?X:'<]66]0"YT(*^+MUH4<3; M=*4MLVY=J5VQ/KF2J3*5R-,%WG-H#GQ0?4NM*^#`./_IE7H6:=ZJLOJ_.S:47UU(/GA;M2*;^FMNRT?76D M.@N+KJ5(:GZ'?,8CWMYTT>-XG2H[FPY!1SEXM:`IQ0F@K]%BP]V-U7I M#9Q_DK';457JT>FH;A62S;CP\HU.)0MB!@ZE*1> M2_9HB+%CQ3W#C$/B<=L*(U_6'RX?WY#V"\LP43!_T7@HUR!P6_ M#93@?`C.\C?0L$@84&.BP*67*K5$%G>?TMA+/CV^TK-9Z3T[,EH[^R'&JD]R M@@/V,\J;!G=G-364O-%!NEYG'S@^;8.N_?#YRDD<<$:4`.71=P4ZI6X9'2?UR%I-)X\IA_/X? M4$L!`AX#%`````@`^F8Z14B7UA20-`(`2*4D`!$`&````````0```*2!```` M`'-K;&XM,C`Q-#`V,S`N>&UL550%``.8FB54=7@+``$$)0X```0Y`0``4$L! M`AX#%`````@`^F8Z16&-?!:D"0``[84``!4`&````````0```*2!VS0"`'-K M;&XM,C`Q-#`V,S!?8V%L+GAM;%54!0`#F)HE5'5X"P`!!"4.```$.0$``%!+ M`0(>`Q0````(`/IF.D6IKHM\:G4``*,-"``5`!@```````$```"D@`L``00E#@``!#D!``!0 M2P$"'@,4````"`#Z9CI%0G1+E4+-```!B@T`%0`8```````!````I(&'M`(` M&UL550%``.8FB54=7@+``$$)0X```0Y`0`` M4$L!`AX#%`````@`^F8Z10B>S=63?@``(5,)`!4`&````````0```*2!&((# M`'-K;&XM,C`Q-#`V,S!?<')E+GAM;%54!0`#F)HE5'5X"P`!!"4.```$.0$` M`%!+`0(>`Q0````(`/IF.D5CSUQ3JR@```^D`@`1`!@```````$```"D@?H` M!`!S:VQN+3(P,30P-C,P+GAS9%54!0`#F)HE5'5X"P`!!"4.```$.0$``%!+ 4!08`````!@`&`!H"``#P*00````` ` end XML 58 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 2) (USD $)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Dec. 31, 2011
    Dec. 31, 2010
    Dec. 31, 2009
    Dec. 31, 2008
    Dec. 31, 2007
    Dec. 31, 2006
    Dec. 31, 2005
    Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.119         $ 0.102      
    Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.242         $ 0.336      
    Warrant One [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares             342,029      
    Shares 30,000 200,000                
    Issued - Average Exercise Price             $ 0.769      
    Warrant One [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price             $ 0.46      
    Warrant One [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price             $ 0.769      
    Warrant Two [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares         30,000 83,207        
    Shares 2,083,333 2,666,667                
    Issued - Average Exercise Price         $ 0.01 $ 0.46        
    Warrant Three [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares       2,458,333 200,000          
    Shares 7,714,286 7,714,286                
    Issued - Average Exercise Price         $ 0.01          
    Warrant Three [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price     $ 0.07 $ 0.75            
    Warrant Three [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price       $ 0.25            
    Warrant Four [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares     5,352,451 8,597,690            
    Shares 200,000 1,428,572                
    Warrant Four [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price     $ 0.15 $ 0.075            
    Warrant Four [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price     $ 0.20 $ 0.25            
    Warrant Five [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares   20,068,452 5,352,451              
    Shares 15,314,951 200,000                
    Warrant Five [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.08 $ 0.15              
    Warrant Five [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.198 $ 0.20              
    Warrant Six [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares 2,133,812 20,068,452                
    Shares 407,318 16,648,284                
    Warrant Six [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.165 $ 0.08                
    Warrant Six [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.325 $ 0.198                
    Warrant Seven [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Shares 333,333 150,000                
    Warrant [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares 2,133,812 25,739,682 [1] 11,688,166 [1] 18,222,243 [1] 3,435,662 [1] 2,188,302 [1] 5,075,204 [1] 28,502 [1] 71,826 [1]  
    Shares 30,385,077 34,643,829 [1] 35,132,136 [1] 26,882,251 [1] 10,670,925 [1] 7,372,813 [1] 5,184,511 [1] 121,278 [1] 92,776 [1] 20,950 [1]
    Issued - Average Exercise Price $ 0.27 $ 0.12 [1] $ 0.15 [1] $ 0.14 [1] $ 0.34 [1] $ 0.65 [1] $ 0.45 [1] $ 0.35 [1] $ 0.85 [1]  
    Warrant [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.01 $ 0.01                
    Warrant [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.769 $ 0.769                
    Stock Options One [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares         410,000   420,955      
    Shares 550,000 550,000                
    Issued - Average Exercise Price         $ 0.15          
    Stock Options One [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price             $ 0.017      
    Stock Options One [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price             $ 0.585      
    Stock Options Two [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares       550,000   75,000        
    Shares 10,000 325,187                
    Issued - Average Exercise Price       $ 0.01   $ 0.35        
    Stock Options Three [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares     9,477,286   410,000          
    Shares 177,286 10,000                
    Issued - Average Exercise Price         $ 0.15          
    Stock Options Three [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price     $ 0.07              
    Stock Options Three [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price     $ 0.08              
    Stock Options Four [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares   17,901,157   550,000            
    Shares 14,400,000 197,286                
    Issued - Average Exercise Price       $ 0.01            
    Stock Options Four [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.065                
    Stock Options Four [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.3415                
    Stock Options Five [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares 4,865,061   9,497,286              
    Shares 1,740,508 14,400,000                
    Stock Options Five [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.15   $ 0.07              
    Stock Options Five [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.25   $ 0.08              
    Stock Options Six [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares   17,976,157                
    Shares 9,300,000 1,740,508                
    Stock Options Six [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.065                
    Stock Options Six [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price   $ 0.3415                
    Stock Options Seven [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Shares 400,000 9,300,000                
    Stock Option [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Number of Shares 5,115,061 17,986,157 [1] 9,514,286 [1] 2,483,334 [1] 2,210,000 [1] 205,000 [1] 1,243,292 [1] 5,984 [1] 23,942 [1]  
    Shares 33,203,504 28,929,398 [1] 12,663,566 [1] 5,797,611 [1] 3,498,218 [1] 1,496,174 [1] 1,291,174 [1] 47,882 [1] 41,898 [1] 17,956 [1]
    Issued - Average Exercise Price $ 0.11 $ 0.09 [1] $ 0.08 [1] $ 0.01 [1] $ 0.17 [1] $ 0.37 [1] $ 0.2 [1] $ 1.67 [1] $ 1.67 [1]  
    Stock Option [Member] | Minimum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.01 $ 0.01                
    Stock Option [Member] | Maximum [Member]
    		                    
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
    Issued - Average Exercise Price $ 0.3415 $ 0.585                
    [1] Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    XML 59 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Accounting Policies [Abstract]    
    Schedule of Inventory, Current [Table Text Block]
    Inventory balances are as follows:
     
     
     
     
     
    June 30, 2014
     
    December 31,
    2013
    Finished goods
     
    $
    88,285
     
     
    $
    56,818
     
    Raw materials
     
     
    230,092
     
     
     
    18,603
     
    Work-In-Process
     
     
    42,286
     
     
     
    46,754
     
    Total
     
    $
    360,663
     
     
    $
    122,175
     
    Inventory balances are as follows:
      
     
     
    December 31,
    2013
     
    December 31,
    2012
    Finished goods
     
    $
    56,818
     
     
    $
    91,008
     
    Raw materials
     
     
    18,603
     
     
     
    39,543
     
    Work-In-Process
     
     
    46,754
     
     
     
    14,658
     
    Total
     
    $
    122,175
     
     
    $
    145,209
     
    Property, Plant and Equipment [Table Text Block]
    The Company’s investment in Fixed Assets consists of the following:
     
     
     
     
    June 30,
    2014
     
    December 31,
    2013
    Computers and office equipment
     
    $
    126,234
     
     
    $
    61,505
     
    Leasehold improvements
     
     
    23,874
     
     
     
    23,614
     
    Manufacturing tooling
     
     
    97,288
     
     
     
    89,900
     
    Total
     
     
    247,396
     
     
     
    175,019
     
    Less: Accumulated depreciation
     
     
    42,738
     
     
     
    16,909
     
    Total Fixed Assets, Net
     
    $
    204,658
     
     
    $
    158,110
     
    The Company’s investment in Fixed Assets consists of the following:
     
    December 31,
    2013
     
    December 31,
    2012
    Computers and office equipment
     
    $
    61,505
     
     
    $
    12,258
     
    Leasehold Improvements
     
     
    23,614
     
     
     
      
     
    Manufacturing Tooling
     
     
    89,900
     
     
     
      
     
    Total
     
     
    175,019
     
     
     
    12,258
     
    Less: Accumulated Depreciation
     
     
    16,909
     
     
     
    8,737
     
    Total Fixed Assets, Net
     
    $
    158,110
     
     
    $
    3,521
     
    XML 60 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
    RENT OBLIGATION (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Rent Obligation [Abstract]    
    Schedule of Rent Expense [Table Text Block]
    The Company’s rent obligation for the next five years is as follows:
     
     
    2015
     
    $
    37,000
     
    2016
     
    $
    38,000
     
    2017
     
    $
    39,000
     
    2018
     
    $
    3,600
     
    2019
     
    $
    —
     
    The Company’s rent obligation for the next five years are as follows:
     
     
    2014
     
    $
    36,000
     
    2015
     
    $
    37,000
     
    2016
     
    $
    38,000
     
    2017
     
    $
    39,000
     
    2018
     
    $
    3,000
     
     
     
    XML 61 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
    COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $)
    		 6 Months Ended
    Jun. 30, 2014
    Commitments And Contingencies [Line Items]  
    Litigation Settlement, Amount $ 500,000
    Estimated Litigation Liability, Current $ 200,000
    Loss Contingency, Settlement Agreement, Terms Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015.
    XML 62 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LONG-TERM DEBT (Details Textual) (USD $)
    		 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
    May 31, 2013
    Jan. 31, 2013
    Jul. 31, 2007
    Jun. 30, 2014
    Jun. 30, 2013
    Jun. 30, 2014
    Jun. 30, 2013
    Dec. 31, 2013
    Dec. 31, 2012
    Debt Instrument [Line Items]                  
    Debt Instrument, Unamortized Discount       $ 46,072   $ 46,072   $ 0  
    Convertible Notes Converted Into Common Stock 1,116,084 2,500,000              
    Debt Instrument, Maturity Date     Apr. 30, 2008            
    Interest Paid       3,468 15,522 21,606 41,930 55,198 31,008
    Repayments Of Notes Payable Due               450,958  
    Repayments Of Notes Payable Due In Year One               120,000  
    Repayments Of Notes Payable Due In Year Two               120,000  
    Secured Debt Common Stock Shares               666,667  
    Escrow Account Release Of Common Stock Shares Description               The escrow account releases 1/3 or 333,333 shares per year to the Company if there is no default.  
    Note Payable Issued One [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Oct. 26, 2009  
    Debt Instrument, Unamortized Discount               0 0
    Debt Instrument, Interest Rate During Period               8.00%  
    Convertible Notes, Conversion Price               $ 0.35  
    Note Payable Issued Two [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Jun. 12, 2010  
    Debt Instrument, Interest Rate During Period               12.00%  
    Convertible Notes, Conversion Price               $ 0.18  
    Note Payable Issued Three [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Dec. 23, 2010  
    Debt Instrument, Interest Rate During Period               10.00%  
    Convertible Notes, Conversion Price               $ 0.084  
    Debt Instrument, Maturity Date               Dec. 23, 2012  
    Note Payable Issued Four [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Sep. 21, 2010  
    Debt Instrument, Interest Rate During Period               12.00%  
    Convertible Notes, Conversion Price               $ 0.18  
    Debt Instrument, Maturity Date               Mar. 30, 2012  
    Note Payable Issued Five [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Jan. 01, 2011  
    Debt Instrument, Interest Rate During Period               6.00%  
    Convertible Notes, Conversion Price               $ 0.15  
    Debt Instrument, Maturity Date               Jan. 01, 2015  
    Note Payable Issued Six [Member]
    		                  
    Debt Instrument [Line Items]                  
    Note Payable Issued Date               Nov. 06, 2012  
    Debt Instrument, Unamortized Discount               $ 21,138  
    Debt Instrument, Interest Rate During Period               20.00%  
    Convertible Notes Converted Into Common Stock               1,041,622  
    Convertible Notes, Conversion Price               $ 0.10  
    Debt Instrument, Maturity Date               Apr. 06, 2013  
    XML 63 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)
    Total
    Common Stock [Member]
    Additional Paid-in Capital [Member]
    Retained Earnings [Member]
    Preferred Stock [Member]
    Balance at Dec. 31, 2001 $ 0 $ 0 $ 0 $ 0  
    Balance (in shares) at Dec. 31, 2001   0      
    Issuance of common stock 9/1/02, $.0167 [1] 10,000 5,985 4,015 0  
    Issuance of common stock 9/1/02, $.0167 (in shares) [1]   598,549      
    Issuance of common 10/23/02, $1.67/share 5,000 30 4,970    
    Issuance of common 10/23/02, $1.67/share (in shares)   2,993      
    Net loss (51,057)     (51,057)  
    Balance at Dec. 31, 2002 (36,057) 6,015 8,985 (51,057)  
    Balance (in shares) at Dec. 31, 2002   601,542      
    Issuance of common stock [2] 400 239 161    
    Issuance of common stock (in shares) [2]   23,942      
    Issuance of common 6/11&12,$1.67 [3] 35,000 216 34,784    
    Issuance of common 6/11&12,$1.67 (in shares) [3]   21,548      
    Net loss (90,461)     (90,461)  
    Balance at Dec. 31, 2003 (91,118) 6,470 43,930 (141,518)  
    Balance (in shares) at Dec. 31, 2003   647,032      
    Issuance of common 5/25/04, $.0167 [4] 110 66 44    
    Issuance of common 5/25/04, $.0167 (in shares) [4]   6,567      
    Net loss (90,353)     (90,353)  
    Balance at Dec. 31, 2004 (181,361) 6,536 43,974 (231,871)  
    Balance (in shares) at Dec. 31, 2004   653,599      
    Issuance of common stock [5] 250 150 100    
    Issuance of common stock (in shares) [5]   14,964      
    Vested stock options and warrants 2,793   2,793    
    Net loss (123,852)     (123,852)  
    Balance at Dec. 31, 2005 (302,170) 6,686 46,867 (355,723)  
    Balance (in shares) at Dec. 31, 2005   668,563      
    Issuance of common 5/16 & 8/8, $.0167 [6] 1,451 869 582    
    Issuance of common 5/16 & 8/8, $.0167 (in shares) [6]   86,869      
    Issuance of common 10/19 & 23, $.0167 [7] 650 389 261    
    Issuance of common 10/19 & 23, $.0167 (in shares) [7]   38,906      
    Issuance of common 12/01, $1.67 [8] 44,810 287 44,523    
    Issuance of common 12/01, $1.67 (in shares) [8]   28,739      
    Vested stock options and warrants 13,644   13,644    
    Net loss (273,026)     (273,026)  
    Balance at Dec. 31, 2006 (514,641) 8,231 105,877 (628,749)  
    Balance (in shares) at Dec. 31, 2006   823,077      
    Issuance of common stock [9] 1,000 6 994    
    Issuance of common stock (in shares) [9]   599      
    Vested stock options and warrants 73,907   73,907    
    Capital contributions resulting from waivers of debt 346,714   346,714    
    Value of equity instruments issued with debt 132,938   132,938    
    Net loss (752,415)     (752,415)  
    Balance at Dec. 31, 2007 (712,497) 8,237 660,430 (1,381,164)  
    Balance (in shares) at Dec. 31, 2007   823,676      
    Issuance of common stock [10] 1,593,502 45,528 1,547,974    
    Issuance of common stock (in shares) [10]   4,552,862      
    Shares issued to finders, agents 0 20,127 (20,127)    
    Shares issued to finders, agents (in shares)   2,012,690      
    Shares issued to pay direct legal fees 0 2,857 (2,857)    
    Shares issued to pay direct legal fees (in shares)   285,714      
    Issuance of common due to anti-dilution provisions 0 2,059 (2,059)    
    Issuance of common due to anti-dilution provisions (in shares)   205,899      
    Shares issued to pay investor relations services 6/23/08, $.35 87,500 2,500 85,000    
    Shares issued to pay investor relations services 6/23/08, $.35 (in shares)   250,000      
    Vested stock options and warrants 354,994   354,994    
    Capital contributions resulting from waivers of debt 129,684   129,684    
    Net loss (1,762,628)     (1,762,628)  
    Balance at Dec. 31, 2008 (309,445) 81,308 2,753,039 (3,143,792)  
    Balance (in shares) at Dec. 31, 2008   8,130,841      
    Cumulative effect of adoption of EITF 07-5 (479,910)   (486,564) 6,654  
    Vested stock options and warrants 111,835   111,835    
    Shares issued 3/20/09 to pay for fund raising 0 1,250 (1,250)    
    Shares issued 3/20/09 to pay for fund raising (in shares)   125,000      
    Shares issued under PMM in 2009, $.50 1,073,905 21,478 1,052,427    
    Shares issued under PMM in 2009, $.50 (in shares)   2,147,810      
    Capital contributions resulting from waivers of debt 84,600   84,600    
    Value of equity-linked financial instruments issued in connection with PPMs (222,296)   (222,296)    
    Shares issued to consultant for fund raising 0 300 (300)    
    Shares issued to consultant for fund raising (in shares)   30,000      
    Shares issued upon conversion of debt and interest, $.27 256,454 9,354 247,100    
    Shares issued upon conversion of debt and interest, $.27 (in shares)   935,446      
    Value of equity instruments issued with debt 30,150   30,150    
    Shares issued upon conversion of shareholder note, $.35 4,906 140 4,766    
    Shares issued upon conversion of shareholder note, $.35 (in shares)   14,024      
    Net loss (2,892,230)     (2,892,230)  
    Balance at Dec. 31, 2009 (2,342,030) 113,830 3,573,507 (6,029,368)  
    Balance (in shares) at Dec. 31, 2009   11,383,121      
    Vested stock options and warrants 11,382   11,382    
    Shares issued in 2010 under PPM, $.50 177,275 3,546 173,729    
    Shares issued in 2010 under PPM, $.50 (in shares)   354,550      
    Shares issued to consultants for IR and consulting, $.50 187,045 3,741 183,304    
    Shares issued to consultants for IR and consulting, $.50 (in shares)   374,090      
    Value of equity instruments issued for consulting services 354,602   354,602    
    Value of equity-linked financial instruments issued in connection with PPM in first quarter (25,553)   (25,553)    
    Shares issued in May 2010 to consultant, $.50 6,425 129 6,296    
    Shares issued in May 2010 to consultant, $.50 (in shares)   12,850      
    Shares issued in May 2010 to 2008 investors as a penalty for late registration, $.50 355,124 7,102 348,022    
    Shares issued in May 2010 to 2008 investors as a penalty for late registration, $.50 (in shares)   710,248      
    Value of equity instruments issued with debt 119,474   119,474    
    Value of equity-linked financial instruments issued in connection with PPM in second quarter (31,332)   (31,332)    
    Value of equity-linked financial instruments issued in connection with PPM in third quarter (31,506)   (31,506)    
    Shares issued in September 2010 under PPM, $.10 25,000 2,500 22,500    
    Shares issued in September 2010 under PPM, $.10 (in shares)   250,000      
    Shares issued to consultants in third quarter at $.22 per share 107,549 4,889 102,660    
    Shares issued to consultants in third quarter at $.22 per share (in shares)   488,860      
    Shares issued in November 2010 upon exercise of warrants at $.135 per share 17,357 1,286 16,071    
    Shares issued in November 2010 upon exercise of warrants at $.135 per share (in shares)   128,571      
    Shares issued in November 2010 to directors as compensation at $.15 per share 45,000 3,000 42,000    
    Shares issued in November 2010 to directors as compensation at $.15 per share (in shares)   300,000      
    Vested stock options in fourth quarter 161,107   161,107    
    Equity instruments issued to consultants in fourth quarter 26,234   26,234    
    Net loss (1,352,709)     (1,352,709)  
    Balance at Dec. 31, 2010 (2,189,557) 140,023 5,052,497 (7,382,077)  
    Balance (in shares) at Dec. 31, 2010   14,002,290      
    Value of equity instruments issued with debt 47,908   47,908    
    Equity instruments issued to consultants in first quarter 91,504   91,504    
    Shares issued at $.075 per share under PPM 400,000 53,334 346,666    
    Shares issued at $.075 per share under PPM (in shares)   5,333,334      
    Shares issued at $.085 per share under PPM 160,000 18,823 141,177    
    Shares issued at $.085 per share under PPM (in shares)   1,882,353      
    Shares issued at $.09 per share under PPM 18,000 2,000 16,000    
    Shares issued at $.09 per share under PPM (in shares)   200,000      
    Shares issued at $.10 per share under PPM 15,000 1,500 13,500    
    Shares issued at $.10 per share under PPM (in shares)   150,000      
    Stock issued upon conversion of debt in first quarter 20,000 4,160 15,840    
    Stock issued upon conversion of debt in first quarter (in shares)   416,010      
    Stock issued to pay interest on debt 22,500 1,580 20,920    
    Stock issued to pay interest on debt (in shares)   158,036      
    Shares issued at $.07 per share under PPM 75,000 10,715 64,285    
    Shares issued at $.07 per share under PPM (in shares)   1,071,429      
    Stock issued upon conversion of debt and interest 32,000 9,410 22,590    
    Stock issued upon conversion of debt and interest (in shares)   941,034      
    Equity instruments issued to consultants 12,256   12,256    
    Equity instruments issued to consultants 147,116   147,116    
    Shares issued at $.06 per share under PPM 210,000 35,000 175,000    
    Shares issued at $.06 per share under PPM (in shares)   3,500,000      
    Shares issued at $.20 per share under PPM 275,000 13,750 261,250    
    Shares issued at $.20 per share under PPM (in shares)   1,375,000      
    Restricted stock issued to consultants 55,000 8,228 46,772    
    Restricted stock issued to consultants (in shares)   822,842      
    Shares issued at $.35 per share IR compensation 201,250 5,750 195,500    
    Shares issued at $.35 per share IR compensation (in shares)   575,000      
    Equity instruments upon conversion of Accounts Payable 20,000   20,000    
    Shares issued to private investor at $.15 per share 232,000 15,467 216,533    
    Shares issued to private investor at $.15 per share (in shares)   1,546,667      
    Vested stock options and warrants in first quarter 1,937,638   1,937,638    
    Shares issued upon exercise of options at $.01 per share 1,000 1,000      
    Shares issued upon exercise of options at $.01 per share (in shares)   100,000      
    Net loss (4,486,879)     (4,486,879)  
    Balance at Dec. 31, 2011 (2,703,264) 320,740 8,844,952 (11,868,956)  
    Balance (in shares) at Dec. 31, 2011   32,074,000      
    Vested stock options and warrants 830,372   830,372    
    Value of equity instruments issued with debt 33,469   33,469    
    Shares issued to institutional investor upon conversion of Note Payable at $.1342 per share 8,000 596 7,404    
    Shares issued to institutional investor upon conversion of Note Payable at $.1342 per share (in shares)   59,613      
    Shares issued to institutional investor upon conversion of Note Payable at $.13 per share 14,000 1,077 12,923    
    Shares issued to institutional investor upon conversion of Note Payable at $.13 per share (in shares)   107,692      
    Shares issued to institutional investor upon conversion of Note Payable at $.088 per share 15,000 1,705 13,295    
    Shares issued to institutional investor upon conversion of Note Payable at $.088 per share (in shares)   170,455      
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share 16,000 3,433 12,567    
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share (in shares)   343,348      
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share 12,000 2,690 9,310    
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share (in shares)   269,058      
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share 10,000 2,687 7,313    
    Shares issued to institutional investor upon conversion of Note Payable at $.0446 per share (in shares)   268,670      
    Shares issued to institutional investor upon conversion of Note Payable at $.0397 per share 8,500 4,282 4,218    
    Shares issued to institutional investor upon conversion of Note Payable at $.0397 per share (in shares)   428,212      
    Shares issued to a private investor at $.065 per share 600,000 92,308 507,692    
    Shares issued to a private investor at $.065 per share (in shares)   9,230,770      
    Shares issued for consulting to the then interim CEO at $.065 per share 19,500 3,000 16,500    
    Shares issued for consulting to the then interim CEO at $.065 per share (in shares)   300,000      
    Shares issued to an institutional investor upon conversion of Note Payable at $.0286 per share 10,000 3,497 6,503    
    Shares issued to an institutional investor upon conversion of Note Payable at $.0286 per share (in shares)   349,650      
    Shares issued to a private investor at $.15 per share 39,500 2,633 36,867    
    Shares issued to a private investor at $.15 per share (in shares)   263,333      
    Stock issued upon conversion of debt at $.15 per share 493,884 32,926 460,958    
    Stock issued upon conversion of debt at $.15 per share (in shares)   3,292,557      
    Stock issued upon conversion of debt at $.065 per share 185,299 28,508 156,791    
    Stock issued upon conversion of debt at $.065 per share (in shares)   2,850,754      
    Shares issued to a private investor per a convertible note default at $.15 per share 1,125,000 75,000 1,050,000    
    Shares issued to a private investor per a convertible note default at $.15 per share (in shares)   7,500,000      
    Shares issued to private investor upon conversion of Note Payable at $.18 per share 57,042 3,169 53,873    
    Shares issued to private investor upon conversion of Note Payable at $.18 per share (in shares)   316,898      
    Shares issued to private investor upon conversion of Note Payable at $.052 per share 59,534 11,471 48,063    
    Shares issued to private investor upon conversion of Note Payable at $.052 per share (in shares)   1,147,078      
    Shares issued to private investor upon conversion of Note Payable at $.10 per share 56,584 5,658 50,926    
    Shares issued to private investor upon conversion of Note Payable at $.10 per share (in shares)   565,834      
    Shares issued to an institutional investor upon conversion of Note Payable at $.031 per share 12,000 3,871 8,129    
    Shares issued to an institutional investor upon conversion of Note Payable at $.031 per share (in shares)   387,097      
    Stock issued upon conversion of debt at $.15 per share 59,590 3,973 55,617    
    Stock issued upon conversion of debt at $.15 per share (in shares)   397,267      
    Shares issued to a Director as compensation at $.09 per share 25,000 2,778 22,222    
    Shares issued to a Director as compensation at $.09 per share (in shares)   277,778      
    Shares issued under PPM at $.07 per share 690,946 98,707 592,239    
    Shares issued under PPM at $.07 per share (in shares)   9,870,666      
    Shares issued to institutional investor upon conversion of Note Payable at $.0353 per share 18,000 5,099 12,901    
    Shares issued to institutional investor upon conversion of Note Payable at $.0353 per share (in shares)   509,915      
    Shares issued to private investor upon conversion of Note Payable at $.032 per share 9,022 2,837 6,185    
    Shares issued to private investor upon conversion of Note Payable at $.032 per share (in shares)   283,718      
    Shares issued to an institutional investor upon conversion of Note Payable at $.0297 per share including $11,021 of interest. 33,021 7,407 25,614    
    Shares issued to an institutional investor upon conversion of Note Payable at $.0297 per share including $11,021 of interest. (in shares)   740,741      
    Shares issued at $.15 per share as Investor Relations compensation 93,750 6,250 87,500    
    Shares issued at $.15 per share as Investor Relations compensation (in shares)   625,000      
    Shares issued to a private investor upon conversion of Note Payable at $.032 per share 50,000 15,723 34,277    
    Shares issued to a private investor upon conversion of Note Payable at $.032 per share (in shares)   1,572,327      
    Shares issued as settlement to remove anti-dilution agreement at $.065 per share 1,722,500 265,000 1,457,500    
    Shares issued as settlement to remove anti-dilution agreement at $.065 per share (in shares)   26,500,000      
    Shares issued in settlement with former COO at $.15 per share less shares cancelled at $.09 per share 142,333 8,037 134,296    
    Shares issued in settlement with former COO at $.15 per share less shares cancelled at $.09 per share (in shares)   803,701      
    Equity value for options and warrants 150,189   150,189    
    Shares issued at $.07 per share as Investor Relations compensation 21,000 3,000 18,000    
    Shares issued at $.07 per share as Investor Relations compensation (in shares)   300,000      
    Shares issued at $.15 per share as conversion of debt 23,563 1,571 21,992    
    Shares issued at $.15 per share as conversion of debt (in shares)   157,088      
    Shares issued to a private investor exercising options at $.01 per share 718 718      
    Shares issued to a private investor exercising options at $.01 per share (in shares)   71,826      
    Shares issued to debtors as compensation at $.10 per share 156,243 15,630 140,613    
    Shares issued to debtors as compensation at $.10 per share (in shares)   1,563,031      
    Shares issued upon conversion of Note Payable at $.07 per share 16,526 2,361 14,165    
    Shares issued upon conversion of Note Payable at $.07 per share (in shares)   236,092      
    Share true-up to certified shareholders list per the stock transfer agency 1 1      
    Share true-up to certified shareholders list per the stock transfer agency (in shares)   100      
    Shares issued upon exercise of options at $.01 per share 4,130 4,130      
    Shares issued upon exercise of options at $.01 per share (in shares)   412,963      
    Net loss (7,422,155)     (7,422,155)  
    Balance at Dec. 31, 2012 (3,303,203) 1,042,473 14,945,435 (19,291,111) 0
    Balance (in shares) at Dec. 31, 2012   104,247,228      
    Value of equity instruments issued with debt 392,556   392,556    
    Shares issued to debtors as compensation at $.15 per share 43,521 2,901 40,620    
    Shares issued to debtors as compensation at $.15 per share (in shares)   290,143      
    Shares issued under PPM to five investors at $.07 per share 500,000 71,429 428,571    
    Shares issued under PPM to five investors at $.07 per share (in shares)   7,142,857      
    Shares issued to an escrow account underlying a debt agreement [11] 10,000 10,000      
    Shares issued to an escrow account underlying a debt agreement (in shares) [11]   1,000,000      
    Shares issued to debtors as compensation at $.15 per share 34,550 2,303 32,247    
    Shares issued to debtors as compensation at $.15 per share (in shares)   230,332      
    Shares issued to an institutional investor at $.07 per share 500,000 71,429 428,571    
    Shares issued to an institutional investor at $.07 per share (in shares)   7,142,858      
    Value of shares per an agreement with a former officer [12] 40,480   40,480    
    Shares issued to consultant as compensation at $.067 per share 16,750 2,500 14,250    
    Shares issued to consultant as compensation at $.067 per share (in shares)   250,000      
    Shares issued to former consultant exercising options at $.01 per share 2,000 2,000      
    Shares issued to former consultant exercising options at $.01 per share (in shares)   200,000      
    Shares issued to former CEO exercising options at $.01 per share 3,333 3,333      
    Shares issued to former CEO exercising options at $.01 per share (in shares)   333,330      
    Shares issued upon conversion of four notes payable at $.15 per share 156,243 10,416 145,827    
    Shares issued upon conversion of four notes payable at $.15 per share (in shares)   1,041,622      
    Shares issued for interest to the four notes payable at $.15 per share 11,170 745 10,425    
    Shares issued for interest to the four notes payable at $.15 per share (in shares)   74,462      
    Shares issued for cashless exercise of warrants at $.12 per share 2,778 2,778      
    Shares issued for cashless exercise of warrants at $.12 per share (in shares)   277,778      
    Shares issued for cashless exercise of warrants at $.16 per share 1,633 1,633      
    Shares issued for cashless exercise of warrants at $.16 per share (in shares)   163,334      
    Shares issued for cashless exercise of warrants at $.15 per share 6,327 6,327      
    Shares issued for cashless exercise of warrants at $.15 per share (in shares)   632,708      
    Shares issued for cashless exercise of warrants at $.20 per share 2,618 2,618      
    Shares issued for cashless exercise of warrants at $.20 per share (in shares)   261,848      
    Shares issued to 24 warrant holders exercised at a reduced price for $.10 per share 1,044,490 104,449 940,041    
    Shares issued to 24 warrant holders exercised at a reduced price for $.10 per share (in shares)   10,444,898      
    Shares issued to 4 PPM investors converting notes at $.12 per share 316,504 26,375 290,129    
    Shares issued to 4 PPM investors converting notes at $.12 per share (in shares)   2,637,534      
    Shares issued to 10 PPM investors converting notes at $.18 per share 1,020,200 54,054 966,146    
    Shares issued to 10 PPM investors converting notes at $.18 per share (in shares)   5,405,431      
    Shares issued to consultant as compensation at $.38 per share 57,000 1,500 55,500    
    Shares issued to consultant as compensation at $.38 per share (in shares)   150,000      
    Shares issued for two note conversions at $.014 per share 994,928 710,663 284,265    
    Shares issued for two note conversions at $.014 per share (in shares)   71,066,331      
    Shares issued for warrant exercise at $.15 per share 160,715 10,715 150,000    
    Shares issued for warrant exercise at $.15 per share (in shares)   1,071,429      
    Shares issued to an investor for a cashless exercise of warrants at $.17 per share 2,044 2,044      
    Shares issued to an investor for a cashless exercise of warrants at $.17 per share (in shares)   204,306      
    Shares issued to former Board Directors as compensation at $.325 per share 100,000 1,000 99,000    
    Shares issued to former Board Directors as compensation at $.325 per share (in shares)   100,000      
    Reduced warrant exercise compensation expense 2,140,946   2,140,946    
    Options issued as part of employee bonus 147,500   147,500    
    Shares issued to one investor for cashless warrant exercised at $.12 per share 2,778 2,778      
    Shares issued to one investor for cashless warrant exercised at $.12 per share (in shares)   277,778      
    Shares issued for a cashless exercise of warrants at $.10 per share 30,244 30,244      
    Shares issued for a cashless exercise of warrants at $.10 per share (in shares)   3,024,390      
    Shares issued for a cashless exercise of warrants at $.075 per share 5,447 5,447      
    Shares issued for a cashless exercise of warrants at $.075 per share (in shares)   544,714      
    Shares issued for cashless warrant exercise at $.13 per share 1,597 1,597      
    Shares issued for cashless warrant exercise at $.13 per share (in shares)   159,722      
    Shares issued for interest on two note conversions at $.18 per share 7,365 409 6,956    
    Shares issued for interest on two note conversions at $.18 per share (in shares)   40,918      
    Shares issued in settlement with a former noteholder at $.27 per share 102,060 3,780 98,280    
    Shares issued in settlement with a former noteholder at $.27 per share (in shares)   378,000      
    Shares issued for a stock option exercise at $.065 per share 650 100 550    
    Shares issued for a stock option exercise at $.065 per share (in shares)   10,000      
    Shares issued to one warrant holder executed at a reduced price of $.125 per share 125,000 10,000 115,000    
    Shares issued to one warrant holder executed at a reduced price of $.125 per share (in shares)   1,000,000      
    Vesting expense 1,505,270   1,505,270    
    Shares issued for option exercise at $.07 per share 1,190 170 1,020    
    Shares issued for option exercise at $.07 per share (in shares)   17,000      
    Shares issued for cashless warrant exercise at $.075 per share 1,167 1,167      
    Shares issued for cashless warrant exercise at $.075 per share (in shares)   116,667      
    Net loss (9,406,304)     (9,406,304)  
    Balance at Dec. 31, 2013 (3,218,454) 2,199,376 23,279,585 (28,697,415)   
    Balance (in shares) at Dec. 31, 2013   219,937,619      
    Value of equity instruments issued with debt 23,876   23,876    
    Vesting expense 352,762   352,762     
    Options issued as part of employee bonus 694,500   694,500     
    Shares issued for cashless warrant exercise at $.20 per share 1,296 1,296         
    Shares issued for cashless warrant exercise at $.20 per share (in shares)   129,630      
    Shares issued for option exercise at $.0167 per share 5,430 3,252 2,178      
    Shares issued for option exercise at $.0167 per share (in shares)   325,187      
    Shares issued at $.275 per share as Investor Relations compensation 41,250 1,500 39,750      
    Shares issued at $.275 per share as Investor Relations compensation (in shares)   150,000      
    Shares issued for cashless warrant exercise at $.17 per share 2,493 2,493        
    Shares issued for cashless warrant exercise at $.17 per share (in shares)   249,252      
    Shares issued for an option exercise at $.07 per share 1,400 200 1,200      
    Shares issued for an option exercise at $.07 per share (in shares)   20,000      
    Shares issued for cashless warrant exercise at $.01 per share 1,630 1,630        
    Shares issued for cashless warrant exercise at $.01 per share (in shares)   163,062      
    Shares issued for warrant exercise at $.18 per share 36,000 2,000 34,000     
    Shares issued for warrant exercise at $.18 per share (in shares)   200,000       
    Shares issued at $.25 per share as Investor Relations compensation 25,000 1,000 24,000     
    Shares issued at $.25 per share as Investor Relations compensation (in shares)   100,000       
    Reduction in escrow account per settlement agreement (3,333) (3,333)        
    Reduction in escrow account per settlement agreement (in shares)   (333,334)       
    Shares issued for cashless warrant exercise at $.10 per share 3,605 3,605        
    Shares issued for cashless warrant exercise at $.10 per share (in shares)   360,444       
    Shares issued for cashless warrant exercise at $.075 per share 2,333 2,333        
    Shares issued for cashless warrant exercise at $.075 per share (in shares)   233,334       
    Shares issued for cashless warrant exercise at $.17 per share 224 224        
    Shares issued for cashless warrant exercise at $.17 per share (in shares)   22,409       
    Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per share 0 728 18,191 (18,919)  
    Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per share (in shares)   72,760       
    Shares issued for combined cashless and cash warrant exercise @ $.15 per share 52,500 5,833 46,667     
    Shares issued for combined cashless and cash warrant exercise @ $.15 per share (in shares)   583,334       
    Issuance of Preferred stock 2,055,001   2,054,795    206
    Shares issued to Investor Relations consultant exercisable at $.15 per share 24,000 1,600 22,400     
    Shares issued to Investor Relations consultant exercisable at $.15 per share (in shares)   160,000       
    Shares issued to Investor Relations consultant exercisable at $.25 per share 25,000 1,000 24,000     
    Shares issued to Investor Relations consultant exercisable at $.25 per share (in shares)   100,000      
    Shares issued for cashless warrant exercise at $.18 per share 2,794 2,794       
    Shares issued for cashless warrant exercise at $.18 per share (in shares)   279,366      
    Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per share 0 1,169 29,232 (30,400)  
    Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $.26 per share (in shares)   116,934      
    Net loss (3,352,949)     (3,352,949)  
    Balance at Jun. 30, 2014 $ (3,223,642) $ 2,228,700 $ 26,647,136 $ (32,099,683) $ 206
    Balance (in shares) at Jun. 30, 2014   222,869,997      
    [1] Founders shares, 1,000,000 pre-split
    [2] 23,492 (40,000 pre-split) shares valued at $.0167 per share as compensation for loan guarantees by management
    [3] Investment including 670 shares issued as a 10% finder’s fee
    [4] For payment of patent legal fees
    [5] Compensation for loan guarantees by management
    [6] For vendor contractual consideration
    [7] Employment agreements
    [8] Investment
    [9] Conversion of convertible notes by management
    [10] Investment, "October 2008 financing"
    [11] The shares reduce by 1/3 yearly and are returned to the Company as the debt is paid.
    [12] The Company purchased shares previously issued to a former officer equal to the cost of withholding taxes advanced by the Company. The value here represents the net pay from the transaction that was retained by the Company.
    XML 64 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
    STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Stockholders' Equity Note [Abstract]    
    Stockholders' Equity Note Disclosure [Text Block]

    NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS

    The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.
    On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the “Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the Closing Date. If the Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 4,615,385 shares to the Purchasers in connection with this provision.
    The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 132 days of the Closing Date (as extended by subsequent consent of the Purchasers), and to use commercially reasonable efforts to have the registration statement declared effective within 147 days if there is no review by the Securities and Exchange Commission, and within 192 days in the event of such review. Pursuant to the Registration Rights Agreement this deadline was extended to a filing deadline of 45 days from July 23, 2014, and an effectiveness deadline of the earlier of (A) 60 calendar days from July 23, 2014 (or 120 calendar days from July 23, 2014 if the registration is subject to review by SEC) and (B) the fifth Trading Day after the Company is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review.
    The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.
    The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.325 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY® Automated Surgical Fluid Disposal Systems, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.

    Accounting for share-based payment

    The Company has adopted ASC 718 — Compensation — Stock Compensation (“ASC 718”). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.
    ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.
    Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.
    When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.
    Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future.

    Valuation and accounting for options and warrants

    The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term.
    In January 2013, in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate of 2,500,000 shares of the corporation’s common stock at an exercise price of $.15 per share. The value of the notes are being treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.
    In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.
    On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company’s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.
    In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $.01 per share, at $.01 per share to the former CEO exercising options.
    In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Horowitz who received 357,163 shares.
    In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation’s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.
    In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.
    In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.
    For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.
    In January 2014 the Company issued 325,187 shares of common stock to the former CEO at $.0167 per share upon his exercising options.
    In January through March 2014, 9 warrant holders exercised warrants through a cashless exercise for a total of 1,158,131 shares of common stock.
    In January and February 2014 the Company issued warrants to purchase 1,615,383 shares pursuant to a February 4, 2014 private placement whereby the Company issued 20,550 shares of Series A Convertible Preferred Stock raising gross proceeds of $2,055,000. The warrants are at an exercise price of $0.325.
    In February 2014 the Company issued a warrant to purchase 111,111 shares of common stock at an exercise price of $0.27 to a major shareholder Dr. Samuel Herschkowitz. The warrant is in consideration for a bridge loan extended in December 2013 that has been paid in February 2014.
    On March 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 72,760 shares of common stock were issued to 16 holders of Preferred Shares.
    In March 2014, the Company issued 333,334 shares of common stock to a warrant holder for a partial cash exercise at $0.15 per share; issued 250,000 shares to the holder via the cashless exercise of the remainder of the warrant.
    In June 2014, the Company issued 279,366 shares of common stock to a warrant holder exercising cashless warrants.
    On June 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $0.26 per share. As a result 116,934 shares of common stock were issued to 16 holders of Preferred Shares.
    On June 30, 2014, the Company issued a warrant to purchase 407,318 shares of common stock at an exercise price of $0.165 to SOK Partners, LLC, in consideration for a bridge loan. The warrant has a Black-Scholes debt discount of $23,876.
    For grants of stock options and warrants in 2014 the Company used a 1.44% to 2.75% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $0.0586 to $0.1837 per share.
    The following summarizes transactions for stock options and warrants for the periods indicated:
     
     
     
     
     
     
     
    Stock Options
     
    Warrants
      
     
    Number of Shares
     
    Average Exercise Price
     
    Number of Shares
     
    Average Exercise Price
    Outstanding at December 31, 2012
     
     
    12,663,566
     
     
     
    0.09
     
     
     
    35,132,136
     
     
     
    0.13
     
    Issued
     
     
    17,986,157
     
     
     
    0.09
     
     
     
    25,739,682
     
     
     
    0.12
     
    Expired
     
     
    (1,159,995
    ) 
     
     
    0.24
     
     
     
    (8,326,862
    ) 
     
     
    0.18
     
    Exercised
     
     
    (560,330
    ) 
     
     
    0.01
     
     
     
    (17,901,127
    ) 
     
     
    0.11
     
    Outstanding at December 31, 2013
     
     
    28,929,398
     
     
     
    0.09
     
     
     
    34,643,829
     
     
     
    0.14
     
    Issued
     
     
    5,115,061
     
     
     
    0.11
     
     
     
    2,133,812
     
     
     
    0.27
     
    Expired
     
     
    (495,768
    ) 
     
     
    0.34
     
     
     
    (4,171,733
    ) 
     
     
    0.16
     
    Exercised
     
     
    (345,187
    ) 
     
     
    0.02
     
     
     
    (2,220,831
    ) 
     
     
    0.13
     
    Outstanding at June 30, 2014
     
     
    33,203,504
     
     
    $
    0.10
     
     
     
    30,385,077
     
     
    $
    0.15
     
       
    At June 30, 2014, 31,341,741 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.10 and a weighted average remaining term of 8.79 years. All warrants are fully vested and exercisable. Stock-based compensation recognized for the six months ending June 2014 and June 30, 2013 was $352,762 and $1,378,541, respectively. The Company has $259,398 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over a weighted average period of approximately 18 months.
    The following summarizes the status of options and warrants outstanding at June 30, 2014:
     
     
     
    Range of Exercise Prices
     
    Shares
     
    Weighted Average Remaining Life
    Options:
     
     
      
     
     
     
      
     
    $0.01
     
     
    550,000
     
     
     
    7.02
     
    $0.065
     
     
    10,000
     
     
     
    8.70
     
    $0.07
     
     
    177,286
     
     
     
    9.12
     
    $0.075
     
     
    14,400,000
     
     
     
    8.71
     
    $0.079
     
     
    1,740,508
     
     
     
    8.72
     
    $0.08
     
     
    9,300,000
     
     
     
    8.13
     
    $0.088
     
     
    400,000
     
     
     
    7.57
     
    $0.1325
     
     
    226,415
     
     
     
    9.04
     
    $0.14
     
     
    242,857
     
     
     
    9.04
     
    $0.15
     
     
    1,110,000
     
     
     
    7.97
     
    $0.17
     
     
    755,000
     
     
     
    9.79
     
    $0.185
     
     
    162,162
     
     
     
    9.76
     
    $0.20
     
     
    250,000
     
     
     
    9.72
     
    $0.23
     
     
    3,019,565
     
     
     
    9.69
     
    $0.25
     
     
    250,000
     
     
     
    9.65
     
    $0.27
     
     
    370,373
     
     
     
    9.51
     
    $0.29
     
     
    100,000
     
     
     
    9.28
     
    $0.318
     
     
    94,338
     
     
     
    9.26
     
    $0.33
     
     
    25,000
     
     
     
    9.24
     
    $0.3415
     
     
    20,000
     
     
     
    9.25
     
    Total
     
     
    33,203,504
     
     
     
     
    Warrants:
     
     
      
     
     
     
      
     
    $0.01
     
     
    30,000
     
     
     
    1.44
     
    $0.075
     
     
    2,083,333
     
     
     
    0.07
     
    $0.08
     
     
    7,714,286
     
     
     
    3.71
     
    $0.12
     
     
    200,000
     
     
     
    3.58
     
    $0.15
     
     
    15,314,951
     
     
     
    3.52
     
    $0.165
     
     
    407,318
     
     
     
    1.38
     
    $0.18
     
     
    333,333
     
     
     
    3.97
     
    $0.198
     
     
    1,770,833
     
     
     
    3.92
     
    $0.20
     
     
    87,500
     
     
     
    0.60
     
    $0.25
     
     
    375,000
     
     
     
    0.27
     
    $0.27
     
     
    111,111
     
     
     
    3.21
     
    $0.325
     
     
    1,615,383
     
     
     
    4.76
     
    $0.769
     
     
    342,029
     
     
     
    0.01
     
    Total
     
     
    30,385,077
     
     
     
      
    Stock options and warrants expire on various dates from July 2014 to June 2024.
    The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.
    The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.
    The shareholders approved an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.
    An increase from 300 million to 800 million authorized shares, and an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.

    Stock Options and Warrants Granted by the Company

    The following table is the listing of stock options and warrants as of June 30, 2014 by year of grant:
     
    Stock Options:
     
    Year
    Shares
    Price
    2010
    410,000
    $
    .15
    2011
    550,000
    .01
    2012
    9,477,286
    .07 – .08
    2013
    17,901,157
    .065 – .3415
    2014
    4,865,061
    .15 – .25
    Total
    33,203,504
    $
    .01 – .3415
    Warrants:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    342,029
     
     
    $
    .769
     
    2010
     
     
    30,000
     
     
     
    .01
     
    2011
     
     
    2,458,333
     
     
     
    .075 – .25
     
    2012
     
     
    5,352,451
     
     
     
    .15 – .20
     
    2013
     
     
    20,068,452
     
     
     
    .08 – .198
     
    2014
     
     
    2,133,812
     
     
     
    .165 – .325
     
    Total
     
     
    30,385,077
     
     
    $
    .01 – .769
     

    NOTE 3 — STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS

    In connection with the financing completed in October 2008, the Company has effected two reverse stock splits, one on June 6, 2008 and another on October 20, 2008. In accordance with SAB Topic 4C, all stock options and warrants and their related exercise prices are stated at their post-reverse stock split values.
    The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.

    Accounting for share-based payment

    The Company has adopted ASC 718 — Compensation — Stock Compensation (“ASC 718”). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.
    ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the Company’s equity-based compensation expense could be materially different in the future.
    Since the Company’s common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company’s estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.
    When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company’s common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.
    Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the Company’s equity-based consulting and interest expense could be materially different in the future.

    Valuation and accounting for options and warrants

    The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term. For grants issued during 2008, the Company used a 2.0 to 4.5% risk-free interest rate, 0% dividend rate, 53 – 66% volatility and estimated term of 2.5 to 7.5 years. Values computed using these assumptions ranged from $.102 per share to $.336 per share. Warrants or options awarded for services rendered are expensed over the period of service (normally the vesting period) as compensation expense for employees or an appropriate consulting expense category for awards to consultants and directors. Warrants granted in connection with a common equity financing are included in stockholders’ equity, provided that there is no re-pricing provision that requires them to be treated as a liability (See Note 8) and warrants granted in connection with a debt financing are treated as a debt discount and amortized using the interest method as interest expense over the term of the debt.
    Warrants issued in connection with the $100,000 convertible debt that closed March 1, 2007 created a debt discount of $40,242 that was being amortized as additional interest over its 5-year term. Warrants issued in connection with the $170,000 convertible “bridge” debt that closed in July 2007 created a calculated debt discount of $92,700 that was fully expensed over its loan term that matured April 30, 2008.
    The Company issued $100,000 in convertible debt in October 2009 and issued a warrant, in connection with the debt, for 200,000 shares of common stock at $.65 per share. The Company determined that the warrant had an initial value of $30,150 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.
    The Company also issued $200,000 in convertible debt in June 2010 and issued a warrant, in connection with the debt, to purchase 1,111,112 shares of common stock at $.46 per share. The Company determined that the value of the June 2010 warrant was $96,613. This value was treated as a debt discount and amortized as additional interest expense over the 22-month term of the note.
    The Company also issued $32,000 in convertible debt in September 2010 and issued a warrant to purchase 320,000 shares of common stock at $.18 per share. The Company determined that this warrant had a value of $15,553 that was treated as a debt discount and amortized as additional interest expense over the 18-month term of the note.
    The Company also issued $16,800 in convertible debt in December 2010 and issued a warrant to purchase 200,000 shares of common stock at $.084 per share. The Company determined that this warrant had a value of $7,232 that was treated as a debt discount and amortized as additional interest expense over the 24-month term of the note.
    In January 2011, the Company issued three convertible notes of $50,000 each and also issued warrants to purchase 1,595,239 common shares at $.20 per share. The value of the warrants was determined to be $47,908 and was being treated as a debt discount and amortized as additional interest expense over the 24-month term of the notes.
    For grants of stock options and warrants in 2011 the Company used a 0.34 to 2.44% risk-free interest rate, 0% dividend rate, 54 – 66% volatility and estimated term of 3 to 10 years. Values computed using these assumptions ranged from $0.0126 to $0.3412 per share.
    In November 2012, the Company issued four convertible notes of $27,500, $27,500, $51,243 and $50,000, respectively. The note holders were issued shares of our common stock at $.10 per share value in consideration for the notes. Though short term the value of the notes are being treated as a debt discount with an aggregate discount of $33,469 and amortized as additional interest expense over the six month term of the notes.
    For grants of stock options and warrants in 2012 the Company used a 0.33% to 1.80% risk-free interest rate, 0% dividend rate, 54%, 59% or 66% volatility and estimated terms of 3, 5 or 10 years. Value computed using these assumptions ranged from $0.0111 to $0.096 per share.
    In January 2013, in connection with a private placement offering the Company issued 8% convertible one year promissory notes in an aggregate principal amount of $300,000 convertible into 2,500,000 shares of common stock assuming a conversion rate of $.12 per share and five year warrants to purchase up to an aggregate 2,500,000 shares of the corporation’s common stock at an exercise price of $.15 per share. The value of the notes were treated as a debt discount with an aggregate discount of $77,644, and amortized as an additional interest expense over the twelve month term of the notes. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 200,000 shares of common stock at an exercise price of $.12 per share.
    In January and March 2013, in connection with a separate and new private placement offering we issued 7,142,857 shares of common stock at $.07 per share and warrants to purchase 7,142,857 shares of common stock at $.15 per share to 5 investors in return for their $500,000 investment in the Company.
    On March 15, 2013 the Company completed the private sale of 7,142,858 shares of the Company’s common stock, par value $.01 per share, at $.07 per share for an aggregate purchase price of $500,000, warrants to purchase 7,142,858 shares of common stock at an exercise price of $.08 per share, and warrants to purchase 3,571,429 shares of common stock at an exercise price of $.15 per share.
    In April 2013, the Company issued 200,000 shares of common stock, par value $.01 per share, to a former consultant exercising options; the Company issued 333,330 shares of common stock, par value $01 per share, at $.01 per share to the former CEO exercising options.
    In May 2013, the Company converted four (4) notes totaling $156,243, plus $11,169 in interest; issued in November 2012, the noteholders received 1,116,084 shares of common stock, par value $.01, at $.10 per share. One of the noteholders was Dr. Samuel Horowitz who received 357,163 shares.
    In May and June 2013 in connection with a private placement offering we issued 8% convertible one year promissory notes in an aggregate principal amount of $1,000,000 convertible into 6,000,000 shares of common stock assuming a conversion rate of $.18 per share and five year warrants to purchase up to an aggregate of 4,611,111 shares of the corporation’s common stock at an exercise price of $.198 per share. The value of the notes net of discount was $275,640 in 2013; due in May and June 2014. In addition, we issued to the placement agent for these sales five year warrants to purchase an aggregate of 444,444 shares of common stock at an exercise price of $.18 per share.
    In August and September 2013 the Company entered into agreements with holders of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $0.10 per share in connection with the agreement of each such holder to exercise the warrants in full. Prior to the amendments, the exercise prices of such warrants ranged from $0.15 to $0.46 per share. Twenty-four warrants were exercised with a reduced exercise price, and nineteen warrants were exercised pursuant to a net exercise provision. Together such warrant exercises resulted in aggregate cash proceeds of $1,044,490 to the Company, and the issuance of an aggregate 10,444,898 shares of common stock through the reduced warrant exercise and 6,533,788 shares which were issued pursuant to a net exercise provision.
    In October 2013 the Company entered into agreements with a holder of certain of its outstanding warrants to purchase the Company’s common stock to amend the exercise price of the warrant to $.125 per share in connection with the agreement of the holder to exercise the warrants in full. Prior to the amendments, the exercise price of such warrants was $.25 per share. Two warrants were exercised with a reduced exercise price. Together the warrant exercises resulted in aggregate cash proceeds of $125,000 to the Company, and the issuance of an aggregate 1,000,000 shares of common stock.
    For grants of stock options and warrants in 2013 the Company used a 0.78% to 2.04% risk-free interest rate, 0% dividend rate, 59% or 66% volatility and estimated terms of 5 or 10 years. Value computed using these assumptions ranged from $0.119 to $0.242 per share.
    The following summarizes transactions for stock options and warrants for the periods indicated:
     
     
     
    Stock Options(1)
     
    Warrants(1)
     
     
     
    Number of
    Shares
     
    Average
    Exercise Price
     
    Number of
    Shares
     
    Average
    Exercise Price
     
    Outstanding at December 31, 2005
     
     
    17,956
     
    $
    1.67
     
     
    20,950
     
    $
    2.62
     
    Issued
     
     
    23,942
     
     
    1.67
     
     
    71,826
     
     
    0.85
     
    Outstanding at December 31, 2006
     
     
    41,898
     
     
    1.67
     
     
    92,776
     
     
    1.25
     
    Issued
     
     
    5,984
     
     
    1.67
     
     
    28,502
     
     
    0.35
     
    Outstanding at December 31, 2007
     
     
    47,882
     
     
    1.67
     
     
    121,278
     
     
    1.04
     
    Issued
     
     
    1,243,292
     
     
    0.2
     
     
    5,075,204
     
     
    0.45
     
    Expired
     
     
     
     
     
     
     
     
    (11,971)
     
     
    3.76
     
    Outstanding at December 31, 2008
     
     
    1,291,174
     
     
    0.26
     
     
    5,184,511
     
     
    0.45
     
    Issued
     
     
    205,000
     
     
    0.37
     
     
    2,188,302
     
     
    0.65
     
    Outstanding at December 31, 2009
     
     
    1,496,174
     
     
    0.27
     
     
    7,372,813
     
     
    0.49
     
    Issued
     
     
    2,210,000
     
     
    0.17
     
     
    3,435,662
     
     
    0.34
     
    Expired
     
     
    (207,956)
     
     
    0.43
     
     
    (8,979)
     
     
    1.67
     
    Exercised
     
     
     
     
     
     
     
     
    (128,571)
     
     
    0.46
     
    Outstanding at December 31, 2010
     
     
    3,498,218
     
     
    0.19
     
     
    10,670,925
     
     
    0.44
     
    Issued
     
     
    2,483,334
     
     
    0.01
     
     
    18,222,243
     
     
    0.14
     
    Expired
     
     
    (83,941)
     
     
    0.73
     
     
    (2,010,917)
     
     
    0.48
     
    Exercised
     
     
    (100,000)
     
     
    0.01
     
     
     
     
     
     
     
    Outstanding at December 31, 2011
     
     
    5,797,611
     
     
    0.11
     
     
    26,882,251
     
     
    0.23
     
    Issued
     
     
    9,514,286
     
     
    0.08
     
     
    11,688,166
     
     
    0.15
     
    Expired
     
     
    (2,235,368)
     
     
    0.11
     
     
    (3,366,455)
     
     
    0.50
     
    Exercised
     
     
    (412,963)
     
     
    0.01
     
     
    (71,826)
     
     
    0.01
     
    Outstanding at December 31, 2012
     
     
    12,663,566
     
     
    0.09
     
     
    35,132,136
     
     
    0.13
     
    Issued
     
     
    17,986,157
     
     
    0.09
     
     
    25,739,682
     
     
    0.12
     
    Expired
     
     
    (1,159,995)
     
     
    0.24
     
     
    (8,326,862)
     
     
    0.18
     
    Exercised
     
     
    (560,330)
     
     
    0.01
     
     
    (17,901,127)
     
     
    0.11
     
    Outstanding at December 31, 2013
     
     
    28,929,398
     
    $
    0.09
     
     
    34,643,829
     
    $
    0.14
     
     
    (1)
    Adjusted for the reverse stock splits in total at June 6, 2008 and October 20, 2008.
    At December 31, 2013, 27,658,652 stock options are fully vested and currently exercisable with a weighted average exercise price of $0.085 and a weighted average remaining term of 8.80 years. There are 34,643,829 warrants that are fully vested and exercisable. Stock-based compensation recognized in 2013 and 2012 was $3,700,070 and $830,372, respectively. The Company has $166,905 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over the next 22 months.
    The following summarizes the status of options and warrants outstanding at December 31, 2013:
    Range of Exercise Prices
     
    Shares
     
    Weighted
    Average
    Remaining
    Life
    Options:
     
     
      
     
     
     
      
     
    $0.01
     
     
    550,000
     
     
     
    7.52
     
    $0.017
     
     
    325,187
     
     
     
    4.43
     
    $0.065
     
     
    10,000
     
     
     
    9.20
     
    $0.07
     
     
    197,286
     
     
     
    9.44
     
    $0.075
     
     
    14,400,000
     
     
     
    9.21
     
    $0.079
     
     
    1,740,508
     
     
     
    9.22
     
    $0.08
     
     
    9,300,000
     
     
     
    8.63
     
    $0.88
     
     
    400,000
     
     
     
    8.07
     
    $0.1325
     
     
    226,415
     
     
     
    9.54
     
    $0.14
     
     
    242,857
     
     
     
    9.54
     
    $0.15
     
     
    676,666
     
     
     
    7.16
     
    $0.17
     
     
    5,000
     
     
     
    9.36
     
    $0.27
     
     
    370,373
     
     
     
    10.00
     
    $0.29
     
     
    100,000
     
     
     
    9.77
     
    $0.318
     
     
    94,338
     
     
     
    9.75
     
    $0.33
     
     
    100,000
     
     
     
    9.73
     
    $0.3415
     
     
    20,000
     
     
     
    9.75
     
    $0.35
     
     
    75,000
     
     
     
    0.37
     
    $0.585
     
     
    95,768
     
     
     
    0.44
     
    Total
     
     
    28,929,398
     
     
     
     
    Warrants:
     
     
      
     
     
     
      
     
    $0.01
     
     
    200,000
     
     
     
    1.94
     
    $0.075
     
     
    2,666,667
     
     
     
    0.85
     
    $0.08
     
     
    7,714,286
     
     
     
    4.20
     
    $0.10
     
     
    1,428,572
     
     
     
    0.33
     
    $0.12
     
     
    200,000
     
     
     
    4.90
     
    $0.15
     
     
    16,648,284
     
     
     
    3.98
     
    $0.16
     
     
    150,000
     
     
     
    0.38
     
    $0.17
     
     
    1,294,118
     
     
     
    0.27
     
    $0.18
     
     
    533,333
     
     
     
    2.83
     
    $0.198
     
     
    1,770,833
     
     
     
    4.41
     
    $0.20
     
     
    1,237,500
     
     
     
    0.18
     
    $0.25
     
     
    375,000
     
     
     
    0.77
     
    $0.46
     
     
    83,207
     
     
     
    0.30
     
    $0.769
     
     
    342,029
     
     
     
    0.50
     
    Total
     
     
    34,643,829
     
     
     
     
     
    Stock options and warrants expire on various dates from January 2014 to December 2023.
    Under the terms of the Company’s agreement with investors in the October 2008 financing, 1,920,000 shares of common stock were the maximum number of shares allocated to the Company’s existing shareholders at the time of the offering (also referred to as the original shareholders or the “Founders”). Since the total of the Company’s fully diluted shares of common stock was greater than 1,920,000 shares, in order for the Company to proceed with the offering, the Board of Directors approved a reverse stock split of 1-for-1.2545. After this split was approved, additional options and warrants were identified, requiring a second reverse stock split in order to reach the 1,920,000 shares. The second reverse stock split on the reduced 1-for-1.2545 balance was determined to be 1-for-1.33176963. Taken together, if only one reverse stock split was performed, the number would have been a reverse stock split of 1-for-1.670705.
    On June 6, 2008, the Board of Directors approved the first reverse stock split. The authorized number of shares of common stock of 20,000,000 was proportionately divided by 1.2545 to arrive at 15,942,607.
    On October 20, 2008, the Board of Directors (i) approved the second reverse stock split pursuant to which the authorized number of shares of common stock of 15,942,607 was proportionately divided by 1.33177 to arrive at 11,970,994 shares and (ii) approved a resolution to increase the number of authorized shares of the Company’s common stock from 11,970,994 to 40,000,000, which was approved by the Company’s shareholders holding a majority of the shares entitled to vote thereon at a special meeting of shareholders held on December 3, 2008.
    The shareholders approved an increase in authorized shares to 80 million shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 200 million shares in a special shareholder meeting held on September 7, 2011.
    The shareholders approved an increase in authorized shares to 300 million shares in a special shareholder meeting held on January 15, 2013.
    The shareholders approved an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 50 million shares and to increase the threshold of limitation on certain grants to 20 million shares on April 15, 2013.
    An increase from 300 million to 800 million authorized shares, and an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 100 million shares was approved at the September 10, 2013 annual meeting.

    Stock Options and Warrants Granted by the Company

    The following table is the listing of stock options and warrants as of December 31, 2013 by year of grant:
     
    Stock Options:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    420,955
     
     
    $
    .017 – 585
     
    2009
     
     
    75,000
     
     
     
    .35
     
    2010
     
     
    410,000
     
     
     
    .15
     
    2011
     
     
    550,000
     
     
     
    .01
     
    2012
     
     
    9,497,286
     
     
     
    .07 – 08
     
    2013
     
     
    17,976,157
     
     
     
    0.065 – 0.3415
     
    Total
     
     
    28,929,398
     
     
    $
    .01 – .585
     
    Warrants:
     
     
     
    Year
     
    Shares
     
    Price
    2008
     
     
    342,029
     
     
    $
    0.46 – 0.769
     
    2009
     
     
    83,207
     
     
     
    .46
     
    2010
     
     
    200,000
     
     
     
    .01
     
    2011
     
     
    8,597,690
     
     
     
    .075-.25
     
    2012
     
     
    5,352,451
     
     
     
    .15 – 0.20
     
    2013
     
     
    20,068,452
     
     
     
    0.08 – 198
     
    Total
     
     
    34,643,829
     
     
    $
    .01 – 769
     
     
     
    XML 65 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
    LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Tables)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Derivative Instruments and Hedging Activities Disclosure [Abstract]    
    Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]
    The inputs to the Black-Scholes model during 2009 through 2014 were as follows:
     
     
    Stock price
     
    $
    .06 to $.50
     
    Exercise price
     
    $
    .01 to $.325
     
    Expected life
     
     
    2.0 to 6.5 years
     
    Expected volatility
     
     
    59%
     
    Assumed dividend rate
     
     
    —%
     
    Risk-free interest rate
     
     
    .13% to 2.97%
     
    The inputs to the Black-Scholes model during 2009 through 2013 were as follows:
     
     
    Stock price
     
    $
    .35
     
    Exercise price
     
    $
    .769
     
    Expected life
     
     
    .50 years
     
    Expected volatility
     
     
    54%
     
    Assumed dividend rate
     
     
    —%
     
    Risk-free interest rate
     
     
    .13% to 2.97%
     
    Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
    The original valuations, annual gain/(loss) and end of year valuations are shown below:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Initial
    Value
     
    Annual
    Gain
    (Loss)
     
    Value at
    12/31/09
     
    2010 Gain
    (Loss)
     
    Value at
    12/31/10
     
    2011 Gain
    (Loss)
     
    Value at
    12/31/2011
     
    2012 Gain
    (Loss)
     
    Value at
    12/31/2012
     
    2013 Gain
    (Loss)
     
    Value at
    12/31/2013
     
    2014 Gain
    (Loss)
     
    Value at
    12/31/2014
    January 1, 2009 adoption
     
    $
    479,910
     
     
    $
    (390,368
    ) 
     
    $
    870,278
     
     
    $
    868,772
     
     
    $
    1,506
     
     
    $
    (88,290
    ) 
     
    $
    89,796
     
     
    $
    (21,856
    ) 
     
    $
    111,652
     
     
    $
    100,053
     
     
    $
    11,599
     
     
    $
    11,469
     
     
    $
    130
     
    Warrants issued in quarter
    ended 6/30/2009
     
     
    169,854
     
     
     
    20,847
     
     
     
    149,007
     
     
     
    147,403
     
     
     
    1,604
     
     
     
    (4,689
    ) 
     
     
    6,293
     
     
     
    6,293
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 9/30/2009
     
     
    39,743
     
     
     
    (738
    ) 
     
     
    40,481
     
     
     
    40,419
     
     
     
    62
     
     
     
    (1,562
    ) 
     
     
    1,624
     
     
     
    910
     
     
     
    714
     
     
     
    714
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 12/31/2009
     
     
    12,698
     
     
     
    617
     
     
     
    12,081
     
     
     
    12,053
     
     
     
    28
     
     
     
    (724
    ) 
     
     
    752
     
     
     
    415
     
     
     
    337
     
     
     
    337
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Subtotal
     
     
    702,205
     
     
     
      
     
     
     
    1,071,847
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 3/31/2010
     
     
    25,553
     
     
     
      
     
     
     
      
     
     
     
    25,014
     
     
     
    539
     
     
     
    (5,570
    ) 
     
     
    6,109
     
     
     
    3,701
     
     
     
    2,408
     
     
     
    2,408
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 6/30/2010
     
     
    31,332
     
     
     
      
     
     
     
      
     
     
     
    30,740
     
     
     
    592
     
     
     
    (6,122
    ) 
     
     
    6,714
     
     
     
    6,083
     
     
     
    631
     
     
     
    631
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter
    ended 9/30/2010
     
     
    31,506
     
     
     
      
     
     
     
      
     
     
     
    20,891
     
     
     
    10,615
     
     
     
    (44,160
    ) 
     
     
    54,775
     
     
     
    1,338
     
     
     
    53,437
     
     
     
    53,437
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Total
     
    $
    790,596
     
     
    $
    (369,642
    ) 
     
    $
    1,071,847
     
     
    $
    1,145,292
     
     
    $
    14,946
     
     
    $
    (151,117
    ) 
     
    $
    166,063
     
     
    $
    (3,116
    ) 
     
    $
    169,179
     
     
    $
    157,580
     
     
    $
    11,599
     
     
    $
    11,469
     
     
    $
    130
     
    The original valuations, annual gain (loss) and end of year valuations are shown below:
     
     
     
    Initial
    Value
     
    Annual
    Gain (Loss)
     
    Value at
    12/31/09
     
    2010
    Gain (Loss)
     
    Value at
    12/31/10
     
    2011
    Gain (Loss)
     
    Value at
    12/31/2011
     
    2012
    Gain (Loss)
     
    Value at
    12/31/2012
     
    2013
    Gain (Loss)
     
    Value at
    12/31/2013
    January 1, 2009 adoption
     
    $
    479,910
     
     
    $
    (390,368
    ) 
     
    $
    870,278
     
     
    $
    868,772
     
     
    $
    1,506
     
     
    $
    (88,290
    ) 
     
    $
    89,796
     
     
    $
    (21,856
    ) 
     
    $
    111,652
     
     
    $
    100,053
     
     
    $
    11,599
     
    Warrants issued in quarter ended 6/30/2009
     
     
    169,854
     
     
     
    20,847
     
     
     
    149,007
     
     
     
    147,403
     
     
     
    1,604
     
     
     
    (4,689
    ) 
     
     
    6,293
     
     
     
    6,293
     
     
     
    —
     
     
     
    —
     
     
     
    —
     
    Warrants issued in quarter ended 9/30/2009
     
     
    39,743
     
     
     
    (738
    ) 
     
     
    40,481
     
     
     
    40,419
     
     
     
    62
     
     
     
    (1,562
    ) 
     
     
    1,624
     
     
     
    910
     
     
     
    714
     
     
     
    714
     
     
     
    —
     
    Warrants issued in quarter ended 12/31/2009
     
     
    12,698
     
     
     
    617
     
     
     
    12,081
     
     
     
    12,053
     
     
     
    28
     
     
     
    (724
    ) 
     
     
    752
     
     
     
    415
     
     
     
    337
     
     
     
    337
     
     
     
    —
     
    Subtotal
     
     
    702,205
     
     
     
      
     
     
     
    1,071,847
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
      
     
     
     
    —
     
    Warrants issued in quarter ended 3/31/2010
     
     
    25,553
     
     
     
      
     
     
     
      
     
     
     
    25,014
     
     
     
    539
     
     
     
    (5,570
    ) 
     
     
    6,109
     
     
     
    3,701
     
     
     
    2,408
     
     
     
    2,408
     
     
     
    —
     
    Warrants issued in quarter ended 6/30/2010
     
     
    31,332
     
     
     
      
     
     
     
      
     
     
     
    30,740
     
     
     
    592
     
     
     
    (6,122
    ) 
     
     
    6,714
     
     
     
    6,083
     
     
     
    631
     
     
     
    631
     
     
     
    —
     
    Warrants issued in quarter ended 9/30/2010
     
     
    31,506
     
     
     
      
     
     
     
      
     
     
     
    20,891
     
     
     
    10,615
     
     
     
    (44,160
    ) 
     
     
    54,775
     
     
     
    1,338
     
     
     
    53,437
     
     
     
    53,437
     
     
     
    —
     
    Total
     
    $
    790,596
     
     
    $
    (369,642
    ) 
     
    $
    1,071,847
     
     
    $
    1,145,292
     
     
    $
    14,946
     
     
    $
    (151,117
    ) 
     
    $
    166,063
     
     
    $
    (3,116
    ) 
     
    $
    169,179
     
     
    $
    157,580
     
     
    $
    11,599
     
    XML 66 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.8 Html 612 663 1 true 94 0 false 4 false false R1.htm 101 - Document - Document And Entity Information Sheet http://www.biodrainmedical.com/role/DocumentAndEntityInformation Document And Entity Information true false R2.htm 102 - Statement - BALANCE SHEETS Sheet http://www.biodrainmedical.com/role/BalanceSheets BALANCE SHEETS false false R3.htm 103 - Statement - BALANCE SHEETS [Parenthetical] Sheet http://www.biodrainmedical.com/role/BalanceSheetsParenthetical BALANCE SHEETS [Parenthetical] false false R4.htm 104 - Statement - STATEMENTS OF OPERATIONS Sheet http://www.biodrainmedical.com/role/StatementsOfOperations STATEMENTS OF OPERATIONS false false R5.htm 105 - Statement - STATEMENT OF STOCKHOLDERS' DEFICIT Sheet http://www.biodrainmedical.com/role/StatementOfStockholdersDeficit STATEMENT OF STOCKHOLDERS' DEFICIT false false R6.htm 106 - Statement - STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] Sheet http://www.biodrainmedical.com/role/StatementOfStockholdersDeficitParenthetical STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] false false R7.htm 107 - Statement - STATEMENTS OF CASH FLOWS Sheet http://www.biodrainmedical.com/role/StatementsOfCashFlows STATEMENTS OF CASH FLOWS false false R8.htm 108 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES false false R9.htm 109 - Disclosure - DEVELOPMENT STAGE OPERATIONS Sheet http://www.biodrainmedical.com/role/DevelopmentStageOperations DEVELOPMENT STAGE OPERATIONS false false R10.htm 110 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrants STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS false false R11.htm 111 - Disclosure - LOSS PER SHARE Sheet http://www.biodrainmedical.com/role/LossPerShare LOSS PER SHARE false false R12.htm 112 - Disclosure - INCOME TAXES Sheet http://www.biodrainmedical.com/role/IncomeTaxes INCOME TAXES false false R13.htm 113 - Disclosure - LONG-TERM DEBT Sheet http://www.biodrainmedical.com/role/LongtermDebt LONG-TERM DEBT false false R14.htm 114 - Disclosure - RENT OBLIGATION Sheet http://www.biodrainmedical.com/role/RentObligation RENT OBLIGATION false false R15.htm 115 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS Sheet http://www.biodrainmedical.com/role/LiabilityForEquitylinkedFinancialInstruments LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS false false R16.htm 116 - Disclosure - RELATED PARTY TRANSACTIONS Sheet http://www.biodrainmedical.com/role/RelatedPartyTransactions RELATED PARTY TRANSACTIONS false false R17.htm 117 - Disclosure - RETIREMENT SAVINGS PLANS Sheet http://www.biodrainmedical.com/role/RetirementSavingsPlans RETIREMENT SAVINGS PLANS false false R18.htm 118 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.biodrainmedical.com/role/CommitmentsAndContingencies COMMITMENTS AND CONTINGENCIES false false R19.htm 119 - Disclosure - SUPPLEMENTAL CASH FLOW DATA Sheet http://www.biodrainmedical.com/role/SupplementalCashFlowData SUPPLEMENTAL CASH FLOW DATA false false R20.htm 120 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) false false R21.htm 121 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPoliciesTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) false false R22.htm 122 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Tables) Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrantsTables STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Tables) false false R23.htm 123 - Disclosure - LOSS PER SHARE (Tables) Sheet http://www.biodrainmedical.com/role/LossPerShareTables LOSS PER SHARE (Tables) false false R24.htm 124 - Disclosure - INCOME TAXES (Tables) Sheet http://www.biodrainmedical.com/role/IncomeTaxesTables INCOME TAXES (Tables) false false R25.htm 125 - Disclosure - LONG-TERM DEBT (Tables) Sheet http://www.biodrainmedical.com/role/LongtermDebtTables LONG-TERM DEBT (Tables) false false R26.htm 126 - Disclosure - RENT OBLIGATION (Tables) Sheet http://www.biodrainmedical.com/role/RentObligationTables RENT OBLIGATION (Tables) false false R27.htm 127 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Tables) Sheet http://www.biodrainmedical.com/role/LiabilityForEquitylinkedFinancialInstrumentsTables LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Tables) false false R28.htm 128 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPoliciesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) false false R29.htm 129 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPoliciesDetails1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) false false R30.htm 130 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) Sheet http://www.biodrainmedical.com/role/SummaryOfSignificantAccountingPoliciesDetailsTextual SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) false false R31.htm 131 - Disclosure - DEVELOPMENT STAGE OPERATIONS (Details Textual) Sheet http://www.biodrainmedical.com/role/DevelopmentStageOperationsDetailsTextual DEVELOPMENT STAGE OPERATIONS (Details Textual) false false R32.htm 132 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details) Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrantsDetails STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details) false false R33.htm 133 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 1) Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrantsDetails1 STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 1) false false R34.htm 134 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 2) Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrantsDetails2 STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details 2) false false R35.htm 135 - Disclosure - STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details Textual) Sheet http://www.biodrainmedical.com/role/StockholdersDeficitStockOptionsAndWarrantsDetailsTextual STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Details Textual) false false R36.htm 136 - Disclosure - LOSS PER SHARE (Details) Sheet http://www.biodrainmedical.com/role/LossPerShareDetails LOSS PER SHARE (Details) false false R37.htm 137 - Disclosure - LOSS PER SHARE (Details Textual) Sheet http://www.biodrainmedical.com/role/LossPerShareDetailsTextual LOSS PER SHARE (Details Textual) false false R38.htm 138 - Disclosure - INCOME TAXES (Details) Sheet http://www.biodrainmedical.com/role/IncomeTaxesDetails INCOME TAXES (Details) false false R39.htm 139 - Disclosure - INCOME TAXES (Details Textual) Sheet http://www.biodrainmedical.com/role/IncomeTaxesDetailsTextual INCOME TAXES (Details Textual) false false R40.htm 140 - Disclosure - LONG-TERM DEBT (Details) Sheet http://www.biodrainmedical.com/role/LongtermDebtDetails LONG-TERM DEBT (Details) false false R41.htm 141 - Disclosure - LONG-TERM DEBT (Details Textual) Sheet http://www.biodrainmedical.com/role/LongtermDebtDetailsTextual LONG-TERM DEBT (Details Textual) false false R42.htm 142 - Disclosure - RENT OBLIGATION (Details) Sheet http://www.biodrainmedical.com/role/RentObligationDetails RENT OBLIGATION (Details) false false R43.htm 143 - Disclosure - RENT OBLIGATION (Details Textual) Sheet http://www.biodrainmedical.com/role/RentObligationDetailsTextual RENT OBLIGATION (Details Textual) false false R44.htm 144 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details) Sheet http://www.biodrainmedical.com/role/LiabilityForEquitylinkedFinancialInstrumentsDetails LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details) false false R45.htm 145 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details 1) Sheet http://www.biodrainmedical.com/role/LiabilityForEquitylinkedFinancialInstrumentsDetails1 LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details 1) false false R46.htm 146 - Disclosure - LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details Textual) Sheet http://www.biodrainmedical.com/role/LiabilityForEquitylinkedFinancialInstrumentsDetailsTextual LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Details Textual) false false R47.htm 147 - Disclosure - RELATED PARTY TRANSACTIONS (Details Textual) Sheet http://www.biodrainmedical.com/role/RelatedPartyTransactionsDetailsTextual RELATED PARTY TRANSACTIONS (Details Textual) false false R48.htm 148 - Disclosure - RETIREMENT SAVINGS PLANS (Details Textual) Sheet http://www.biodrainmedical.com/role/RetirementSavingsPlansDetailsTextual RETIREMENT SAVINGS PLANS (Details Textual) false false R49.htm 149 - Disclosure - COMMITMENTS AND CONTINGENCIES (Details Textual) Sheet http://www.biodrainmedical.com/role/CommitmentsAndContingenciesDetailsTextual COMMITMENTS AND CONTINGENCIES (Details Textual) false false R50.htm 150 - Disclosure - SUPPLEMENTAL CASH FLOW DATA (Details Textual) Sheet http://www.biodrainmedical.com/role/SupplementalCashFlowDataDetailsTextual SUPPLEMENTAL CASH FLOW DATA (Details Textual) false false All Reports Book All Reports Element skln_ConvertibleNotesConversionPrice had a mix of decimals attribute values: 2 3. Element skln_WarrantsExercisePrice had a mix of decimals attribute values: 2 3. Element us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 had a mix of decimals attribute values: 2 3. Element us-gaap_CommonStockSharesAuthorized had a mix of decimals attribute values: -6 0. Element us-gaap_DebtInstrumentConvertibleConversionPrice1 had a mix of decimals attribute values: 2 3. Element us-gaap_EquityIssuancePerShareAmount had a mix of decimals attribute values: 2 3. Element us-gaap_NotesPayable had a mix of decimals attribute values: 0 2. Element us-gaap_OperatingLossCarryforwards had a mix of decimals attribute values: -5 0. Element us-gaap_ProceedsFromIssuanceOrSaleOfEquity had a mix of decimals attribute values: -6 0. Element us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice had a mix of decimals attribute values: 2 3. Element us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum had a mix of decimals attribute values: 3 4. Element us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum had a mix of decimals attribute values: 3 4. Element us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice had a mix of decimals attribute values: 2 3 4. Element us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice had a mix of decimals attribute values: 2 3. Element us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice had a mix of decimals attribute values: 2 3 4. Process Flow-Through: 102 - Statement - BALANCE SHEETS Process Flow-Through: Removing column 'Jun. 30, 2013' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: Removing column 'Dec. 31, 2009' Process Flow-Through: Removing column 'Jan. 02, 2009' Process Flow-Through: Removing column 'Dec. 31, 2008' Process Flow-Through: Removing column 'Dec. 31, 2007' Process Flow-Through: Removing column 'Dec. 31, 2006' Process Flow-Through: Removing column 'Dec. 31, 2005' Process Flow-Through: Removing column 'Dec. 31, 2004' Process Flow-Through: Removing column 'Dec. 31, 2003' Process Flow-Through: Removing column 'Dec. 31, 2002' Process Flow-Through: Removing column 'Apr. 22, 2002' Process Flow-Through: Removing column 'Dec. 31, 2001' Process Flow-Through: 103 - Statement - BALANCE SHEETS [Parenthetical] Process Flow-Through: Removing column 'May 31, 2013' Process Flow-Through: Removing column 'Mar. 15, 2013' Process Flow-Through: Removing column 'Jan. 31, 2013' Process Flow-Through: Removing column 'Jan. 15, 2013' Process Flow-Through: Removing column 'Sep. 07, 2011' Process Flow-Through: Removing column 'Jun. 22, 2010' Process Flow-Through: 104 - Statement - STATEMENTS OF OPERATIONS Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2011' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2010' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2009' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2008' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2007' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2006' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2005' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2004' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2003' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2002' Process Flow-Through: 106 - Statement - STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] Process Flow-Through: Removing column '0 Months Ended Mar. 15, 2013' Process Flow-Through: Removing column '1 Months Ended Oct. 31, 2013' Process Flow-Through: Removing column '1 Months Ended Apr. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: 107 - Statement - STATEMENTS OF CASH FLOWS skln-20140630.xml skln-20140630.xsd skln-20140630_cal.xml skln-20140630_def.xml skln-20140630_lab.xml skln-20140630_pre.xml true true XML 67 R38.htm IDEA: XBRL DOCUMENT v2.4.0.8
    INCOME TAXES (Details) (USD $)
    Jun. 30, 2014
    Dec. 31, 2013
    Dec. 31, 2012
    Deferred Tax Asset:      
    Net Operating Loss $ 7,920,000 $ 3,259,000 $ 2,209,000
    Other 648,000 59,000 73,000
    Total Deferred Tax Asset 8,568,000 3,318,000 2,282,000
    Less Valuation Allowance 8,568,000 3,318,000 2,282,000
    Net Deferred Income Taxes $ 0 $ 0 $ 0
    XML 68 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
    		 6 Months Ended 12 Months Ended
    Jun. 30, 2014
    Dec. 31, 2013
    Accounting Policies [Abstract]    
    Basis Of Accounting Policy [Policy Text Block]

    Nature of Operations and Continuance of Operations

    BioDrain Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.
    The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
    Since inception to June 30, 2014, the Company has raised approximately $9,104,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $4,060,000 in debt financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

    Nature of Operations and Continuance of Operations

    Skyline Medical, Inc. (the “Company”) was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.
    The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
    Since inception to December 31, 2013, the Company raised approximately $6,956,000 in equity and $3,935,000 in debt financing, including $2,337,000 in equity and $1,823,000 in convertible debt in 2013. In 2014, the Company has completed a private offering of units of preferred stock and warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.
    New Accounting Pronouncements Policy [Policy Text Block]

    Recent Accounting Developments

    In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification (“ASC”), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.
    In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.
    In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation” providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.
    We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.

    Recent Accounting Developments

    We reviewed all significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.
    Valuation Of Intangible Assets [Policy Text Block]

    Valuation of Intangible Assets

    We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles — Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made.
    Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.

    Valuation of Intangible Assets

    We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles — Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made.
    Our accounting estimates and assumptions bear various risks of change, including the length of the current economic downturn facing the United States, the expansion of the slowdown in consumer spending in the U.S. medical markets despite the early expressed opinions of financial experts that the medical market would not be as affected as other markets and failure to gain acceptance in the medical market.
    Use of Estimates, Policy [Policy Text Block]

    Accounting Policies and Estimates

    The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

    Accounting Policies and Estimates

    The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
    Presentation Of Taxes Collected From Customers Policy [Policy Text Block]

    Presentation of Taxes Collected from Customers

    Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

    Presentation of Taxes Collected from Customers

    Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.
    Shipping and Handling Cost, Policy [Policy Text Block]

    Shipping and Handling

    Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.

    Shipping and Handling

    Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.
    Advertising Costs, Policy [Policy Text Block]

    Advertising

    Advertising costs are expensed as incurred. Advertising expenses were $1,250 and $7,793 in the three and six months ended June 30, 2014 and there were no advertising expenses in the three and six months ended June 30, 2013.

    Advertising

    Advertising costs are expensed as incurred. There were no advertising expenses for 2013 and 2012.
    Research and Development Expense, Policy [Policy Text Block]

    Research and Development

    Research and development costs are charged to operations as incurred. Research and development expenses were $131,285 and $249,636 in the three and six months ended June 30, 2014 and $75,264 and $133,541 for June 30, 2013.

    Research and Development

    Research and development costs are charged to operations as incurred. Research and development costs were approximately $235,000 and $15,000 for 2013 and 2012, respectively.
    Revenue Recognition, Policy [Policy Text Block]

    Revenue Recognition

    The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition.
    Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution and filters. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution and filters may be returned. Additionally, since the Company buys the STREAMWAY FMS units, cleaning solution and filters from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.

    Revenue Recognition

    The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605 — Revenue Recognition.
    Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution kits. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution  kits may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and cleaning solution  kits from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.
    Receivables, Policy [Policy Text Block]

    Receivables

    Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.

    Receivables

    Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.
    Inventory, Policy [Policy Text Block]  

    Inventories

    Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:
      
     
     
    December 31,
    2013
     
    December 31,
    2012
    Finished goods
     
    $
    56,818
     
     
    $
    91,008
     
    Raw materials
     
     
    18,603
     
     
     
    39,543
     
    Work-In-Process
     
     
    46,754
     
     
     
    14,658
     
    Total
     
    $
    122,175
     
     
    $
    145,209
     
     
    Property, Plant and Equipment, Policy [Policy Text Block]

    Property and Equipment

    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:
     
    Years
    Computers and office equipment
    3 – 7
    Leasehold improvements
    5
    Manufacturing tooling
    3 – 7
    The Company’s investment in Fixed Assets consists of the following:
     
    June 30,
    2014
    December 31, 2013
    Computers and office equipment
    $
    126,234
    $
    61,505
    Leasehold improvements
    23,874
    23,614
    Manufacturing tooling
    97,288
    89,900
    Total
    247,396
    175,019
    Less: Accumulated depreciation
    42,738
    16,909
    Total Fixed Assets, Net
    $
    204,658
    $
    158,110
    Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

    Property and Equipment

    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:
     
     
    Years
    Computers and office equipment
     
     
    3 – 7
     
    Leasehold improvements
     
     
    5
     
    Manufacturing Tooling
     
     
    3 – 7
     
     
    The Company’s investment in Fixed Assets consists of the following:
     
    December 31,
    2013
     
    December 31,
    2012
    Computers and office equipment
     
    $
    61,505
     
     
    $
    12,258
     
    Leasehold Improvements
     
     
    23,614
     
     
     
      
     
    Manufacturing Tooling
     
     
    89,900
     
     
     
      
     
    Total
     
     
    175,019
     
     
     
    12,258
     
    Less: Accumulated Depreciation
     
     
    16,909
     
     
     
    8,737
     
    Total Fixed Assets, Net
     
    $
    158,110
     
     
    $
    3,521
     
    Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.
    Intangible Assets Policy [Policy Text Block]

    Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.

    Intangible Assets

    Intangible assets consist of trademarks and patent costs. These assets are not subject to amortization until the property patented is in production. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. The Company wrote-off the entire original STREAMWAY System patent of $140,588 in 2013.
    Income Tax, Policy [Policy Text Block]

    Income Taxes

    The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
    The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.
    Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.

    Income Taxes

    The Company accounts for income taxes in accordance with ASC 740 — Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
    The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.
    Tax years subsequent to 2010 remain open to examination by federal and state tax authorities.
    Patents and Intellectual Property Policy [Policy Text Block]

    Patents and Intellectual Property

    On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.
    Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.

    Patents and Intellectual Property

    On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The PCT makes it possible to seek patent protection for an invention simultaneously in each of 148 countries, including the United States, by filing this “international” patent application instead of filing several separate national or regional patent applications.
    Our PCT patent application is for the new model of the surgical fluid waste management system that has embodiments, based on our patent attorney’s recommendations, that are patentable over all prior art and will not infringe on any existing patents. This PCT Application adds features that are novel and non-obvious over all the Company’s previously filed applications. A feature claimed in the Patent is the ability to maintain continuous suction to the surgical field while simultaneously measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that the unit never has to be shut off or paused during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.
    Subsequent Events, Policy [Policy Text Block]

    Subsequent Events

    On July 23, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Investor Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $610,978 (the “Investor Note”), which Investor Note shall be convertible into a certain amount of shares (the “Investor Conversion Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock ”), in accordance with the terms of the Investor Note, and (ii) a warrant (the “Investor Warrant”) to initially acquire up to 2,036,593 additional shares of Common Stock (the “Investor Warrant Shares”, and collectively with the Investor Note, the Investor Warrant and the Investor Conversion Shares, the “Investor Securities”). The aggregate purchase price was $500,000 (an approximately 22.2% original issue discount) (the “Investor Convertible Notes Offering”).
    On July 23, 2014, the Company also entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which on that date the Company issued and sold (i) a senior convertible note, in an original principal amount of $122,196 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 407,318 additional shares of Common Stock (the “SOK Warrant Shares”, and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”). The aggregate purchase price was $100,000 (an approximately 22.2% original issue discount) (the “SOK Convertible Notes Offering”).
    See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of the above transactions.

    Subsequent Events

    Sale of Convertible Preferred Stock and Warrants. In February 2014, we raised $2,055,000 less offering expenses from a private place of convertible preferred stock. As of February 4, 2014, Skyline Medical Inc. (the “Company”) entered into a Securities Purchase Agreement with certain investors (the “Purchasers”) pursuant to which the Company agreed to offer and sell 20,550 shares of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”), and warrants (the “Warrants”) to acquire an aggregate of approximately 1,600,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”). The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $0.26 per share of Common Stock. The Warrants are exercisable at an exercise price of $0.325 per share and expire five years from the closing date. The Company received gross proceeds of $2,055,000, before offering expenses. The closing of the sale of the Preferred Shares and Warrants (collectively, the “Securities”) occurred as of February 4, 2014 (the “Closing”). If the Company’s Common Stock is not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company shall issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares purchased by each Purchaser purchased are convertible.
    The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing of the offering, and to use commercially reasonable efforts to have the registration statement declared effective within 105 days if there is no review by the Securities and Exchange Commission, and within 150 days in the event of such review.
    The Securities were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.
    The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $0.26, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $0.13 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Corporation’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.
    The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $0.26 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY® Automated Surgical Fluid Disposal Systems, then, the number of Common Stock for which such Warrant may be exercised shall be increased 2.5 times.
    Settlement with Group of Warrantholders. In September 2013, the Company received a request to issue 4,993,814 shares of its common stock to a group of partnerships and individuals in connection with the cashless exercise of stock purchase warrants covering a total of 6,184,412 shares. In processing the exercise, the Company commenced an internal investigation regarding the warrants and withheld delivery of the certificates for a substantial majority of the shares, pending the outcome of the investigation.
    After investigation, the Company disagreed with the group’s position that all of such shares should be delivered in connection with the exercise. Following negotiations, effective March 3, 2014, the Company and the group entered into a settlement agreement that resulted in, among other things, a net reduction of 1,264,988 shares. This reduction is reflected as outstanding on the balance sheet as of December 31, 2013.
    Interim Financial Statements Policy [Policy Text Block]

    Interim Financial Statements

    The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company’s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on March 27, 2014. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.