fs12010_movtrailer.htm

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee

Common Stock, $0.0001 par value per share		843,800	$	0.05	$	42,190.00	$	3.01

(1) This Registration Statement covers the resale by our selling shareholders of up to 843,800 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for qu otation will be approved.

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Table of Contents

PRELIMINARY PROSPECTUS

Subject to completion, dated October __, 2010

Movie Trailer Galaxy, Inc.

843,800 SHARES OF COMMON STOCK

The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have ag reed to bear the expenses relating to the registration of the shares of the selling security holders.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of our common stock.

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

The Date of This Prospectus is: October , 2010

Table of Contents

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Summary Financials	2
Risk Factors	3
Use of Proceeds	6
Determination of Offering Price	6
Dilution	6
Selling Shareholders	6
Plan of Distribution	8
Description of Securities to be Registered	9
Interests of Named Experts and Counsel	9
Description of Business	10
Description of Property	12
Legal Proceedings	12
Market for Common Equity and Related Stockholder Matters	13
Index to Financial Statements	F-
Management Discussion and Analysis of Financial Condition and Financial Results	14
Plan of Operations	14
Executive Compensation	17
Security Ownership of Certain Beneficial Owners and Management	18
Transactions with Related Persons, Promoters and Certain Control Persons	18

Table of Contents

ITEM 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our” refer to Movie Trailer Galaxy, Inc.

Overview

We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and are based in Studio City, California. We are a development stage company. Specifically, while in the development stage, we are proceeding with our business plan by providing moviegoers with a comprehensive portal to preview the latest movie information. We have begun taking certain steps in furtherance of our business plan by constructing and updating our website.

Our website, www.movietrailergalaxy.com, serves as a movie blog which displays the latest movies, trailers and box office information. The website is fully automated and gathers information from official movie website sources such as the Internet Movie Database (“IMDB”), Yahoo Movies and Youtube. We have received a going concern opinion from our auditor.

We do not consider our self a blank check company.

Where You Can Find Us

Our principal executive office is located at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602 and our telephone number is (310) 746-6464.

Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

We will not receive any of the proceeds from the resale of these shares. The offering price of $0.05 was determined by the price shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

Table of Contents

Summary of Consolidated Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from April 27, 2010 (inception) through August 31, 2010 are derived from our audited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

	For the Period from Inception through August 31, 2010
STATEMENT OF OPERATIONS
Revenues		-
Professional Fees	$	350.00
General and Administrative Expenses	$	194.00
Total Operating Expenses	$	544.00
Net Loss	$	(544	)

	As of August 31, 2010
BALANCE SHEET DATA
Cash	$	42,246.00
Total Assets	$	42,246.00
Total Liabilities		0
Stockholders’ Equity	$	42,246.00

Table of Contents

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to Our Business

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated little to no revenue. Specifically the Company, while in the development stage, is proceeding with its business plan by constructing, updating and modifying its portal website for the movie community. If we cannot obtain sufficient funding, we may have to delay or cease the implementation of our business strategy.

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:

· Develop an effective business plan;

· Meet customer standards;

· Attain customer loyalty;

· Develop and upgrade our service

Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a portal that meets industry standards without incurring unnecessary cost and expense.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS. IF WE FAIL TO OBTAIN ADDITIONAL CAPITAL WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.

The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we will need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

Table of Contents

OUR PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS

Our sole officer and director controls approximately 63.99% of our current outstanding shares of voting common stock. She may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may expedite approvals of company decisions, or have the effect of delaying or preventing a change in control or be in the best interests of all our stockholders.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract a nd retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our Chief Executive Officer (“CEO”) lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. & #160;Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF NOVAIRA HAIDER. WITHOUT HER CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS

We are presently dependent to a great extent upon the experience, abilities and continued services of Stephanie Wyss, our President and Chief Executive Officer. We currently have an employment agreement with Ms. Wyss which expires on August 31, 2013. The loss of her services could have a material adverse effect on our business, financial condition or results of operation.

Risk Related To Our Capital Stock

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Table of Contents

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.05 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 510,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the pric e at which shares of our common stock are currently quoted on the OTCBB.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Table of Contents

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable inves tment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Item 4. Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

Item 5. Determination of Offering Price

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Item 6. Dilution

The common stock to be sold by the selling shareholders are provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Item 7. Selling Security Holders

The common shares being offered for resale by the selling security holders consist of the 843,800 shares of our common stock held by 40 shareholders. Such shareholders include the holders of the 843,800 shares sold in our private offering pursuant to Regulation D Rule 506 completed in September 2010 at an offering price of $0.05.

Table of Contents

The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of October 15, 2010 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name	Shares Beneficially Owned Prior To Offering	Shares to be Offered	Amount Beneficially Owned After Offering	Percent Beneficially Owned After Offering
James M. Miranda	22,000	22,000	0	0%
Mathew Fiddler	19,000	19,000	0	0%
Schuyer Royal	17,000	17,000	0	0%
Kevin Gutierrez	16,000	16,000	0	0%
Sergio Rivas	20,000	20,000	0	0%
Trevor Waring	22,000	22,000	0	0%
Ruben Dominguez	24,000	24,000	0	0%
Kevin Lagunas	19,000	19,000	0	0%
Jigar Thakarar	16,000	16,000	0	0%
Derek Crandall	18,000	18,000	0	0%
Justin Kornmann	20,000	20,000	0	0%
Chris Gugino	18,000	18,000	0	0%
Cristobal Curiel	17,000	17,000	0	0%
Francisco Soria	18,000	18,000	0	0%
David Soria	19,600	19,600	0	0%
Flor Hernandez	25,000	25,000	0	0%
Wesley Johnson	26,000	26,000	0	0%
Efren Barron	14,000	14,000	0	0%
Joon Ho Han	18,600	18,600	0	0%
Luke Kurzon	26,000	26,000	0	0%
Kathleen Quinn	25,400	25,400	0	0%
Brenan Day	20,000	20,000	0	0%
Brian Nabbie	24,000	24,000	0	0%
Mark Farraj	24,000	24,000	0	0%
Chelsea Saccio	32,000	32,000	0	0%
Yuhsiang Tsai	20,000	20,000	0	0%
Jaime Farraj	28,000	28,000	0	0%
Joey Munoz	12,400	12,400	0	0%
Nahla Farraj	20,000	20,000	0	0%
Angelina Mendez	28,600	28,600	0	0%
Rodolfo Cruz	20,000	20,000	0	0%
Isabel Ochoa	17,000	17,000	0	0%
Ernesto Riegos	28,000	28,000	0	0%
Ziapone Luckette	18,000	18,000	0	0%
Mark Gallandt	20,800	20,800	0	0%
Sandra T. Richlin	24,000	24,000	0	0%
Celina Moore	26,000	26,000	0	0%
Jose Tamayo	20,000	20,000	0	0%
Alicia Rey	19,000	19,000	0	0%
Milton Ipina	21,400	21,400	0	0%

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

To our knowledge, none of the selling shareholders or their beneficial owners:

-	has had a material relationship with us other than as a shareholder at any time within the past three years; or
-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
-	are broker-dealers or affiliated with broker-dealers.

Table of Contents

Item 8. Plan of Distribution

The selling security holders may sell some or all of their shares at a fixed price of $0.05 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, whi ch operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.05 until a market develops for the stock.

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

·	ordinary brokers transactions, which may include long or short sales;
·	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading;
·	through direct sales to purchasers or sales effected through agents;
·	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or
·	any combination of the foregoing;

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000.00

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

Table of Contents

Item 9. Description of Securities to be Registered

General

We are authorized to issue an aggregate number of 510,000,000 shares of capital stock, of which 500,000,000 shares are common stock, $0.0001 par value per share, and there are 10,000,000 preferred shares, $0.0001 par value per share authorized.

Common Stock

We are authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. Currently we have 2,343,800 shares of common stock issued and outstanding.

Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share. Currently we have no shares of preferred stock issued and outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

Currently we do not have a stock transfer agent.

Item 10. Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Li & Company, PC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Table of Contents

Item 11. Information about the Registrant

DESCRIPTION OF BUSINESS

Overview

Business Strategy and Objectives

Our blog is powered by a growing web portal resource for movie information communications enthusiasts based on the development of new movies to online technology. We plan to provide up-to-date information for movie lovers and access to related products through our website, MovieTrailerGalaxy.com. Our mission is to become the movie lover’s online hub in the global market. We intend to spread our reach throughout the global world as we empower the movie enthusiast’s culture. At Movie Trailer Galaxy, Inc., we intend to strive to give the Movie Enthusiast’s community a way to support each other and benefit from one another.

We have objectives in order to fulfill our desire to participate and achieve an ever-growing market share of the exciting industry that it is entering. These key objectives include:

1.	Establishing ourself throughout the Global world as the movie lover’s online hub of choice, and penetrate the market in the business of providing education, information, and networking ability from the Web Portal.

2.	Utilize creative, first-class public relations, advertising, and marketing to raise public awareness of the site.

3.	Develop management capabilities to ensure a strong foundation for participation in a rapidly growing company.

Our Operating Strategy

Our website is programmed to display the latest movies, trailers and box office information. The website is fully automated and does not require user interaction for maintenance. The automated update process is possible due to custom made scripts that gather information from official movie sources like IMDB, Yahoo Movies and YouTube. The update script runs every day and does not affect the site’s availability during the process, as it only takes about 10-20 seconds to complete.

Information such as posters, trailer links and movie information, is then stored into the internal database. The links for the movie trailers are stored in the database and the actual trailers are streamed directly from the source in the form of links. This process is similar to what bloggers do to get their content. Bloggers find information on the internet from various sources, and if it contains video, they can simply embed it in their blogs or link directly to it.

Our website links to the actual movie trailers hosted at IMDB, Yahoo or YouTube using a “light box” or “iframe” that elegantly displays the trailers without the user having to leave our site. Linking the trailers saves money on hosting expenses, as video streaming requires costly high-capacity servers. Our website can be hosted in a shared hosting environment, which typically costs approximately $10-$25 per month. The website includes a 600+ movie database, the automation script, the domain name, an on-line function which allows the user to add, edit, and delete individual movies and the information.

Table of Contents

We believe the world of video communications enthusiasts comprises a lot of people, from amateurs, to expert professionals. We believe that a website which provides such resources is likely to become a popular online destination point for consumers in the global market.

Marketing Overview

We intend to promote our business operations through a comprehensive marketing plan including search engine optimization (“SEO”), online advertising, viral marketing, social networking, blogs, various industry magazines, search engine articles, radio spots, podcasts, press pieces, and pieces in interest-specific magazines. In addition, we plan to emphasize spreading important messages through video email and video cell phone transmissions to users.

We have chosen this strategy because it represents the most efficient correlation of costs, communication to our target market, and brand recognition. We intend to continue to monitor how this translates to sales and will be open to experimenting with alternative opportunities for increasing sales. We also place a great emphasis on our ability to generate good word-of-mouth business among our target users.

Search Engine Optimization

Our website is already optimized for search engines (SEO). This helps search engines like Google, Yahoo, and Bing to properly index our site. We anticipate that after we start marketing our site we will seenotice increases and decreases in our website traffic daily. We believe this is typical in the marketing phase. Our site is fully automated, allowing us to concentrate on the marketing of the website.

Our Pricing Strategy

We seek a balance between quality of offering, price, and the value that may be derived from the competition. We believe we offer the best balance of these aspects in the minds of our target users. Our pricing strategy is linked to our value proposition and our sales, and marketing strategies highlight this connection in ways that are easy for target users to understand. Ultimately, our goal is for our target users equate MovieTrailerGalaxy.com with great value.

Promotion Strategy

Our management believes strongly in finding the most cost-effective ways to market and promote the offerings. We will base our promotion strategy on a combination of online marketing strategies. We will utilize internet presence in conjunction with search engine methodology, and word-of-mouth advertising. We will emphasize video email and cell phone transmissions of important messages to users.

Our single greatest promotional tool will be the goodwill and positive word-of-mouth advertising we generate among our individual users and our businesses. Our promotion strategy is based in serving our target users. We believe that if we make sure that our target users are fulfilled and satisfied with their purchase, then every marketing or sales program we utilize will resonate with our ethic of service.

Table of Contents

Sales Strategy

We have one channel of sales: online. We intend to grow our sales force to meet our sales and revenue goals. Our web portal will be our critical sales channel for our Company. We plan to view our sales strategy as being partially fulfilled through the implementation of our marketing plan, which includes print ads, and internet advertising. We will consider i.) our key personnel, as well as ii.) our existing clientele, to be the most important assets of our sales strategy.

Revenue

We anticipate on implementing a variety of sources to generate revenue. We intend on utilizing a pay per click application whereby a user will be required to insert a personalized code, and relevant ads automatically appear in the website. We will get paid each time a visitor clicks on a vendor’s ad. We believe it is the simplest way to monetize a website. The movie niche pays on average from $0.50 -$2.00 per click. We also plan to integrate Cost Per Action (“CPA”) ads. When a user clicks on a CPA ad and makes an actual purchase through that add, we will be paid a commission for the sale made through the CPA.

Employees

As of October 15, 2010, we have no full time employees. Our President and sole officer and director spends approximately 20 hours per week on Company matters. We plan to employ more qualified employees in the near future.

DESCRIPTION OF PROPERTY

Our principal executive office is located at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602. Our telephone number is (310) 746-6464. Office space is provided by Stephanie Wyss at no cost.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Pursuant to Item 401 (f) of Regulation S-K there are no events that occurred during the past ten (10) years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the registrant:

·	No petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

·	The registrant has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding

·	Such registrant was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

o		Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

o	Engaging in any type of business practice; or
o	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such registrant was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Regulation S-K, Item 401 paragraph (f)(3)(i) entitled Involvement in Certain Legal Proceedings , or to be associated with persons engaged in any such activity;

Table of Contents

·	Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

·	Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such registrant was not the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

o	Any Federal or State securities or commodities law or regulation; or
o	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
o	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such registrant was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for quoting of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

Holders of Capital Stock

As of October 15, 2010 we have 41 holders of our common stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

We do not have any stock option plans.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A DEVELOPMENT STAGE COMPANY)

August 31, 2010

INDEX TO FINANCIAL STATEMENTS

Contents	Page(s)

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheet at August 31, 2010	F-3

Statement of Operations for the Period from April 27, 2010 (Inception) through August 31, 2010	F-4

Statement of Stockholders’ Equity for the Period from April 27, 2010 (Inception) through August 31, 2010	F-5

Statement of Cash Flows for the Period from April 27, 2010 (Inception) through August 31, 2010	F-6

Notes to the Financial Statements	F-7 to F-13

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Movie Trailer Galaxy, Inc.

(A development stage company)

Studio City, California

We have audited the accompanying balance sheet of Movie Trailer Galaxy, Inc. (a development stage company) (the “Company”) as of August 31, 2010 and the related statements of operations, stockholders’ equity and cash flows for the period from April 27, 2010 (inception) through August 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 the Company as of August 31, 2010 and the results of its operations and its cash flows for the period from April 27, 2010 (inception) through August 31, 2010 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 3 to the financial statements, the Company had a deficit accumulated during the development stage at August 31, 2010, had a net loss and net cash used in operating activities for the period from April 27, 2010 (inception) through August 31, 2010 with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC

Li & Company, PC

Skillman, New Jersey

October 7, 2010

F-2

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Balance Sheet

August 31, 2010



ASSETS

CURRENT ASSETS:

Cash	$	42,246

TOTAL ASSETS	$	42,246

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accrued expenses	$	350

STOCKHOLDERS’ EQUITY:
Preferred stock at $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding		-
Common stock at $0.0001 par value; 500,000,000 shares authorized; 2,343,800 shares issued and outstanding		234
Additional paid-in capital		42,206
Deficit accumulated during the development stage		(544	)
Stockholders’ Equity		41,896

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	42,246

See accompanying notes to the financial statements

F-3

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Statement of Operations

For the Period from April 27, 2010 (Inception) through August 31, 2010


Revenue	$	-

Operating expenses
Professional fees		350
General and administrative		194

Total operating expenses		544

Loss before income taxes		(544	)

Income tax provision		-

Net loss	$	(544	)

Net loss per common share – basic and diluted	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		1,667,212

See accompanying notes to the financial statements

F-4

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Statement of Stockholders’ Equity

For the Period from April 27, 2010 (Inception) through August 31, 2010

	Common Shares		Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage			Total Stockholders’ Equity

April 27, 2010 (Inception)		1,500,000	$	150	$	-	$	-		$	150

Contribution to capital						100					100

Shares issued for cash from June 23, 2010 through August 31, 2010 at $0.005 per share		843,800		84		42,106					42,190

Net loss								(544	)		(544	)


Balance, August 31, 2010		2,343,800	$	234	$	42,206	$	(544	)	$	41,896

See accompanying notes to the financial statements

F-5

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Statement of Cash Flows

For the Period from April 27, 2010 (Inception) through August 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(544	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for compensation		150
Changes in operating assets and liabilities:

Accrued expenses		350
Net Cash Used in Operating Activities		(44	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		42,190
Capital contribution		500
Net Cash Provided by Financing Activities		42,690

NET INCREASE IN CASH		42,646

CASH AT BEGINNING OF PERIOD		-
CASH AT END OF PERIOD	$	42,646

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-
Income taxes paid	$	-

See accompanying notes to the financial statements

F-6

Table of Contents

MOVIE TRAILER GALAXY, INC.

(A Development Stage Company)

August 31, 2010

Notes to the Financial Statements

NOTE 1 - ORGANIZATION

Movie Trailer Galaxy, Inc, a development stage company, (the “Company”), was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company plans to provide information for movie lovers and access to related products.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCONTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year-end

The Company elected August 31 as its fiscal year ending date.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjus ted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

F-7

Table of Contents


Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at August 31, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from April 27, 2010 (inception) through August 31, 2010.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred 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. The effect on deferred tax assets and liabilities of a change in tax rat es is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding for the period from April 27, 2010 (inception) through August 31, 2010.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-8

Table of Contents

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. ; The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 th rough 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

A subsidiary or group of assets that is a business or nonprofit activity

A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

An exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

F-9

Table of Contents

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:

1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are e ffective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:

An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.

An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.

The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

Be commensurate with either of the following:

The vendor's performance to achieve the milestone

The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone

Relate solely to past performance

Be reasonable relative to all deliverables and payment terms in the arrangement.

F-10

Table of Contents

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

1.	A description of the overall arrangement

2.	A description of each milestone and related contingent consideration

3.	A determination of whether each milestone is considered substantive

4.	The factors that the entity considered in determining whether the milestone or milestones are substantive

5.	The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

Revenue

2.	Income before income taxes

3.	Net income

4.	Earnings per share

5.	The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $544 at August 31, 2010, a net loss of $544 and net cash used in operating activities of $44 for the period from April 27, 2010 (inception) through August 31, 2010, respectively, with no revenues earned during the period.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate reven ues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred stock

Preferred stock includes 10,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.

F-11

Table of Contents

Common stock

Common stock includes 500,000,000 shares authorized at a par value of $0.0001, of which 1,500,000 shares have been issued to its Chief Executive Officer at the par value of $0.0001 per share or $150 for compensation upon formation of the Company.

For the period from June 23 through August 31, 2010, the Company sold 843,800 shares of its common stock in a private placement at $0.05 per share to 40 individuals for $42,190.

Capital contribution

In May 2010, the Company’s Chief Executive Officer contributed $500 for general working capital to the Company.

NOTE 5 – INCOME TAXES

Deferred tax assets

At August 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $544 that may be offset against future taxable income through 2030. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $185 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $185.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $185 for the period from April 27, 2010 (inception) through August 31, 2010.

Components of deferred tax assets at August 31, 2010 are as follows:

	August 31, 2010

Net deferred tax assets – Non-current:

Expected income tax benefit from NOL carry-forwards	$	185
Less valuation allowance		(185	)

Deferred tax assets, net of valuation allowance	$	-

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Period from April 27, 2010 (inception) through August 31, 2010

Federal statutory income tax rate		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)%
Effective income tax rate		0.0	%

F-12

Table of Contents

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there was certain reportable subsequent events to be disclosed as follows as follows:

Entry into an employment agreement

On September 1, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”), which requires that the Employee to be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.

F-13

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predicti ons.

Business Strategy and Objectives

We have objectives in order to fulfill our desire to participate and achieve an ever-growing market share of the exciting industry that it is entering. These key objectives include:

1.	Establishing ourself throughout the Global world as the movie lover’s online hub of choice, and penetrate the market in the business of providing education, information, and networking ability from the Web Portal.
2.	Utilize creative, first-class public relations, advertising, and marketing to raise public awareness of the site.

3.	Develop management capabilities to ensure a strong foundation for participation in a rapidly growing company.

Our Operating Strategy

Table of Contents

Business Timeline

In this section we outline important timelines for development in Year 1 for the three months preceding launch.

We will be concerned with preparing the following for launch:

Timeline Business Start-up:

·	Legal procedures – filing papers of incorporation Month 1

·	Getting all necessary licenses and permits Month 1

·	Website development: finalize branding Month 2 - Month 3

·	Establishing Key People and Points of Contact Month 1 - Month 2

·	Purchase of materials: Office hardware, software Month 1 - Month 2

·	Start date for marketing activities Month 1

·	Opening date for business Summer 2010

Table of Contents

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Results of Operations

For the period from April 27, 2010 (inception) through August 31, 2010, we had $0 in revenue. Our total operating expenses from inception through August 31, 2010 totaled $544.00 resulting in a net loss of $544.00. Expenses from inception consisted of $350.00 in professional fees and $194.00 for General and administrative expenses.

Capital Resources and Liquidity

As of August 31, 2010 we have $42,246.00 cash on hand.

Stephanie Wyss will be the only employee initially as the company seeks contracts and the cost to support Ms. Wyss will be minimal. Ms. Wyss did not begin taking a salary from the company until September 2010. As of September 2010, Ms Wyss is entitled to $500 per month in compensation.

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

Table of Contents

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of our sole officer and director as of September 15, 2010. Our Executive officer is elected annually by our Board of Director. Our executive officer holds office until she resigns, are removed by the Board, or her successor is elected and qualified.

Name	Age	Position
Stephanie Wyss	30	President, Chief Financial Officer, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Stephanie Wyss, President, Chief Financial Officer, Secretary, Treasurer and Director, Age 30, From February 2004 through September 2007 Ms. Wyss served as the Assistant to Production Finance for Vivendi Universal and Living Element Pictures, located in Los Angeles, California where her responsibilities included working with Executive Producers and corporate investors to create films and commercials. From March 2004 through August 2009, Ms. Wyss served as the Special Event Merchandiser for Michele Diamond Watch Company, Burberry, and Armani as part of the Fossil Campaign where she promoted and sustained vendor commercial activity. From October 2006 through October 2008, Ms. Wyss served as the Executive Assistant to Jay Odell, Chief Executive Officer of Solutions Films located in Los Angeles, California. Her responsibilities in this capacity included business plan execution, legal documentation completion and international meeting coordination regarding film finance. From October 2007 through October 2010, Ms. Wyss worked in Print Media for the Beverly Hills Times of Los Angeles, California, where she was the contributing writer for “Word Around Town, Culinary Division”. From May 2003 through present Ms. Wyss served as an International Marketing Promoter for special events. Her clients include but are not limited to Mercedes Benz, Cartier, Nascar and Lexus. Stephanie Wyss attended the University of California Los Angeles where she received her associates degree in merchandising. Due to Ms. Wyss’s extensive experience in mark eting, merchandising, and sales we believe she is optimally suited to serve as our sole officer and director.

Ms. Wyss has never acted as a promoter of any company nor has she had a controlling interest in any company.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us for the period from April 27, 2010 (Inception) through August 31, 2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Totals ($)
Stephanie Wyss, President, Chief Financial Officer,	2010	$	0	0		0	0		0	0	$150.00*	$	150.00
Treasurer, Secretary, Director

* 1,500,000 shares have been issued to our Chief Executive Officer at par value $0.0001 per share for compensation upon formation of the Company. The shares were issued for services and are not stock options and therefore there is no black- scholes assumption.

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through October 4, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised since inception through October 4, 2010 by the executive officers named in the Summary Compensation Table.

Table of Contents

Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officers in the last completed fiscal year under any LTIP

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

On September 1, 2010, we entered into an employment agreement with our president and chief executive officer, Stephanie Wyss, which requires that Ms. Wyss be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the employment agreement upon thirty (30) days’ notice to the other party.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of October 15, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name	Number of Shares Beneficially Owned	Percent of Class (1)
Stephanie Wyss	1,500,000	63.99%
11022 Aqua Vista Street, Suite 10
Studio City, CA 91602

All Executive Officers and Directors as a group (1 person)	1,500,000	63.99%

(1) Based on 2,343,800 shares of common stock outstanding as of October 15, 2010

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

We currently have no transactions with related persons, promoters or certain control persons.

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

Table of Contents

Movie Trailer Galaxy, Inc.

843,800 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is_____, 2010

Table of Contents

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee	$	3.01
Federal Taxes	$	0
State Taxes and Fees	$	0
Transfer Agent Fees	$	2,500
Accounting fees and expenses	$	7,500
Legal fees and expense	$	10,000
Blue Sky fees and expenses	$	0
Miscellaneous	$	0
Total	$	20,003.01

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers.

Item 15. Recent Sales of Unregistered Securities.

We were incorporated in the State of Nevada on April 27, 2010 and 1,500,000 shares of common stock were issued to Stephanie Wyss for consideration of founder services. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offer ing in which we sold a high number of shares to a high number of investors. In addition, Ms. Wyss had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

II-1

Table of Contents

The Company sold through a Regulation D Rule 506 offering a total of 843,800 shares of common stock to 40 investors, at a price per share of $0.05 for an aggregate offering price of $42,190.00. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

James M. Miranda	22,000
Mathew Fiddler	19,000
Schuyer Royal	17,000
Kevin Gutierrez	16,000
Sergio Rivas	20,000
Trevor Waring	22,000
Ruben Dominguez	24,000
Kevin Lagunas	19,000
Jigar Thakarar	16,000
Derek Crandall	18,000
Justin Kornmann	20,000
Chris Gugino	18,000
Cristobal Curiel	17,000
Francisco Soria	18,000
David Soria	19,600
Flor Hernandez	25,000
Wesley Johnson	26,000
Efren Barron	14,000
Joon Ho Han	18,600
Luke Kurzon	26,000
Kathleen Quinn	25,400
Brenan Day	20,000
Brian Nabbie	24,000
Mark Farraj	24,000
Chelsea Saccio	32,000
Yuhsiang Tsai	20,000
Jaime Farraj	28,000
Joey Munoz	12,400
Nahla Farraj	20,000
Angelina Mendez	28,600
Rodolfo Cruz	20,000
Isabel Ochoa	17,000
Ernesto Riegos	28,000
Ziapone Luckette	18,000
Mark Gallandt	20,800
Sandra T. Richlin	24,000
Celina Moore	26,000
Jose Tamayo	20,000
Alicia Rey	19,000
Milton Ipina	21,400

To our knowledge, none of the selling shareholders or their beneficial owners:

-	has had a material relationship with us other than as a shareholder at any time within the past three years; or
-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
-	are broker-dealers or affiliated with broker-dealers.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(A)	At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(B)	Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.

II-2

Table of Contents

(C)	The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.

(D)	None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion of Anslow & Jaclin, LLP
10.1	Employment Agreement between Movie Trailer, Galaxy, Inc. and Stephanie Wyss
23.1	Consent of Li & Company, PC
23.2	Consent of Counsel

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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, any 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 20% change in the maximum aggregate offering price set forth in the "Calculation of Regis tration 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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 o f its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

Table of Contents

(5) 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 registrat ion 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-4

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. in the City of Cary, State of North Carolina on October 15, 2010.

Movie Trailer Galaxy, Inc.

/s/ Stephanie Wyss

Name: Stephanie Wyss

Position: President,

Principal Executive Officer,

Principal Financial Officer

Principal Accounting Officer, Director

II-5

EX-3.1 2 fs12010ex3i_movtrailer.htm ARTICLES OF INCORPORATION fs12010ex3i_movtrailer.htm

Exhibit 3.1

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada	Document Number 20100280075-45
	Filing Date and Time 04/27/2010 3:15 PM
	Entity Number E0196862010-3

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE FOR OFFICE USE ONLY

1. Name of Corporation	MOVIE TRAILER GALAXY, INC.

2.Registered Agent for Service of Process: (check only one box)	x Commercial Registered Agent				CSC SERVICES OF NEVADA, INC.
	o Noncommercial Registered Agent (name and address below)			OR		o Office or Position with Entity (name and address below)

	Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
							Nevada
	Street Address					City			Zip Code
							Nevada
	Mailing Address (If different from street address)					City			Zip code
3. Authorized Stock: (number of shares corporation is authorized to issue)	Number of shares With par value:		10,000,000 preferred @ .0001 500,000,000 Common	Par value Per share:		$.0001	Number of Shares Without par value:
4. Name and Addresses Of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age: attach additional page if more than two directors/trustees)	1.	STEPHANIE WYSS
		Name
		11022 AQUA VISTA STREET, SUITE 10				STUDIO CITY	CA		91602
		Street Address				City	State		Zip Code
	2
		Name

		Street Address				City	State		Zip Code
5. Purpose: (optional –see Instructions)	The purpose of this corporation shall be:
	To engage in any lawful act or activity for which a corporation may be organized under Chapter 78 of NRS.

6. Name, Address And Signature of Incorporator: (attach additional pages if more than one Incorporator)	CSC SERVICES OF NEVADA, INC.					X By:
	Name					Incorporator Signature:
	502 EAST JOHN STREET					CARSON CITY	NV		89706
	Address					City	State		Zip Code
7. Certificate of Acceptance of Appointment of Resident Agent	I hereby accept appointment as Resident Agent for the above named Entity.
	X By:							4/27/10
	Authorized Signature or Registrant Agent or on Behalf of Registered Agent Entity							Date

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that MOVIE TRAILER GALAXY, INC., did on

April 27, 2010, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the

office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of

said State of Nevada.

Certified By: Sandy Edwards

Certificate Number: C20100427-4261

You may verify this certificate

online at http://www.nvsos.gov/

IN WITNESS WHEREOF, I have hereunto set my

hand and affixed the Great Seal of State, at my office

on April 28, 2010

/s/ Ross Miller

Ross Miller

Secretary of State

EX-3.2 3 fs12010ex3ii_movtrailer.htm BY-LAWS fs12010ex3ii_movtrailer.htm

Exhibit 3.2

BYLAWS

MOVIE TRAILER GALAXY, INC.

A Nevada Corporation

As of April 27, 2010

ARTICLE I

Meetings of Stockholders

Section 1.1 Time and Place. Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly authorized notice of the meeting.

Section 1.2 Annual Meeting. The annual meeting of the stockholders shall be held on the date and at the time fixed, from time to time, by the board of directors. The annual meeting shall be for the purpose of electing a board of directors and transacting such other business as may properly be brought before the meeting.

Section 1.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary if requested in writing by the holders of not less than one-tenth (1/10) of all the shares entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 1.4 Notices. Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, except as otherwise required by statute or the articles of incorporation, either personally, by mail or by a form of electronic transmission consented to by the stockholder, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the official government mail of the United States or any other country, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to be given when either handed to the stockholder or delivered to the stockholder’s address as it appears on the records of the Corporation.

Section 1.5 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting, or at any adjournment of a meeting, of stockholders; or entitled to receive payment of any dividend or other distribution or allotment of any rights; or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or for the purpose of any other lawful action; the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for determining the stockholders entitled to notice of or to vote at any meeti ng of the stockholders or any adjournment thereof shall not be more than sixty nor less than ten days before the date of such meeting. The record date for determining the stockholders entitled to consent to corporate action in writing without a meeting shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for any other action shall not be more than sixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at any meeting shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived by all stockholders, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required, sha ll be the first date on which a signed written consent setting forth the action taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 1.6 Voting List. If the Corporation shall have more than five (5) shareholders, the secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the Corporation’s principal offices. The list shall be produced and kept at the place of the meeting during the whole time thereof and may be i nspected by any stockholder who is present.

Section 1.7 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such a quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice if the time and place are announced at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, a ny business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.8 Voting and Proxies. At every meeting of the stockholders, each stockholder shall be entitled to one vote, in person or by proxy, for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after six months from its date unless the proxy provides for a longer period, which may not exceed seven years. When a specified item of business is required to be voted on by a class or series of stock, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present at a properly held meeting of the shareholders, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the subject matter under consideration, shall be the act of the shareholders, unless the vote of a greater number or voting by classes (i) is required by the articles of incorporation, or (ii) has been provided for in an agreement among all shareholders entered into pursuant to and enforceable under Nevada Revised Statutes §78.365.

Section 1.9 Waiver. Attendance of a stockholder of the Corporation, either in person or by proxy, at any meeting, whether annual or special, shall constitute a waiver of notice of such meeting, except where a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice of any such meeting signed by a stockholder or stockholders entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice.

Section 1.10 Stockholder Action Without a Meeting. Except as may otherwise be provided by any applicable provision of the Nevada Revised Statutes, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

Directors

Section 2.1 Number. The number of directors shall be one or more, as fixed from time to time by resolution of the board of directors; provided, however, that the number of directors shall not be reduced so as to shorten the tenure of any director at the time in office.

Section 2.2 Elections. Except as provided in Section 2.3 of this Article II, the board of directors shall be elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.3 Vacancies. Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Such newly elected director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.4 Meetings. The board of directors may, by resolution, establish a place and time for regular meetings which may be held without call or notice.

Section 2.5 Notice of Special Meetings. Special meetings may be called by the chairman, the president or any two members of the board of directors. Notice of special meetings shall be given to each member of the board of directors: (i) by mail by the secretary, the chairman or the members of the board calling the meeting by depositing the same in the official government mail of the United States or any other country, postage prepaid, at least seven days before the meeting, addressed to the director at the last address he has furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time when mailed; or (ii) in person, by telephone or by elect ronic transmission addressed as stated above at least forty-eight hours before the meeting, and such notice shall be deemed to have been given when such personal or telephone conversation occurs or at the time when such electronic transmission is delivered to such address.

Section 2.6 Quorum. At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by statute, the articles of incorporation or these bylaws. If less than a quorum is present, the director or directors present may adjourn the meeting from time to time without further notice. Voting by proxy is not permitted at meetings of the board of directors.

Section 2.7 Waiver. Attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by a director or directors entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to the giving of such notice.

Section 2.8 Action Without Meeting. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors and filed with the minutes of proceedings of the board of directors. Any such consent may be in counterparts and shall be effective on the date of the last signature thereon unless otherwise provided therein.

Section 2.9 Attendance by Telephone. Members of the board of directors may participate in a meeting of such board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 3.1 Election. The Corporation shall have such officers, with such titles and duties, as the board of directors may determine by resolution, which must include a chairman of the board, a president, a secretary and a treasurer and may include one or more vice presidents and one or more assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments and stock certificates complying with Section 6.1 of these bylaws, and one of the officers shall have the duty to record the proceedings of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors; provided, how ever, that the chairman may appoint one or more assistant secretaries and assistant treasurers and such other subordinate officers as he deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are prescribed in the bylaws or as may be determined from time to time by the board of directors or the chairman. Any two or more offices may be held by the same person.

Section 3.2 Removal and Resignation. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any officer appointed by the chairman may be removed at any time by the board of directors or the chairman. Any officer may resign at any time by giving written notice of his resignation to the chairman or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any office of chairman of the board, president, vice president, secretary or treasurer shall be filled by the board of directors. Any vacancy occurring in any other office may be filled by the chairman.

Section 3.3 Chairman of the Board. The chairman of the board shall preside at all meetings of shareholders and of the board of directors, and shall have the powers and perform the duties usually pertaining to such office, and shall have such other powers and perform such other duties as may be from time to time prescribed by the board of directors..

Section 3.4 President. The president shall be the chief executive officer of the Corporation, and shall have general and active management of the business and affairs of the Corporation, under the direction of the board of directors. Unless the board of directors has appointed another presiding officer, the president shall preside at all meetings of the shareholders.

Section 3.5 Vice President. The vice president or, if there is more than one, the vice presidents in the order determined by the board of directors or, in lieu of such determination, in the order determined by the president, shall be the officer or officers next in seniority after the president. Each vice president shall also perform such duties and exercise such powers as are appropriate and such as are prescribed by the board of directors or, in lieu of or in addition to such prescription, such as are prescribed by the president from time to time. Upon the death, absence or disability of the president, the vice president or, if there is more than one, the vice presidents in the order determined by the board of directors or, in lieu of such determination, in the order determined by the president, or, in lieu of such determination, in the order determined by the chairman, shall be the officer or officers next in seniority after the president. in the order determined by the and shall perform the duties and exercise the powers of the president.

Section 3.6 Assistant Vice President. The assistant vice president, if any, or, if there is more than one, the assistant vice presidents shall, under the supervision of the president or a vice president, perform such duties and have such powers as are prescribed by the board of directors, the president or a vice president from time to time.

Section 3.7 Secretary. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, attest it by his signature), and perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.8 Assistant Secretary. The assistant secretary, if any, or, if there is more than one, the assistant secretaries in the order determined by the board of directors or, in lieu of such determination, by the president or the secretary shall, in the absence or disability of the secretary or in case such duties are specifically delegated to him by the board of directors, the chairman, or the secretary, perform the duties and exercise the powers of the secretary and shall, under the supervision of the secretary, perform such other duties and have such other powers as are prescribed by the board of directors, the chairman, or the secretary from time to time.

Section 3.9 Treasurer. The treasurer shall have control of the funds and the care and custody of all the stocks, bonds and other securities of the Corporation and shall be responsible for the preparation and filing of tax returns. He shall receive all moneys paid to the Corporation and shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in its name and on its behalf, and give full discharge for the same. He shall also have charge of the disbursement of the funds of the Corporation and shall keep full and accurate records of the receipts and disbursements. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositor ies as shall be designated by the board of directors and shall perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.10 Assistant Treasurer. The assistant treasurer, if any, or, if there is more than one, the assistant treasurers in the order determined by the board of directors or, in lieu of such determination, by the chairman or the treasurer shall, in the absence or disability of the treasurer or in case such duties are specifically delegated to him by the board of directors, the chairman or the treasurer, perform the duties and exercise the powers of the treasurer and shall, under the supervision of the treasurer, perform such other duties and have such other powers as are prescribed by the board of directors, the president or the treasurer from time to time.

Section 3.11 Compensation. Officers shall receive such compensation, if any, for their services as may be authorized or ratified by the board of directors. Election or appointment as an officer shall not of itself create a right to compensation for services performed as such officer.

ARTICLE IV

Committees

Section 4.1 Designation of Committees. The board of directors may establish committees for the performance of delegated or designated functions to the extent permitted by law, each committee to consist of one or more directors of the Corporation, and if the board of directors so determines, one or more persons who are not directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.

Section 4.2 Committee Powers and Authority. The board of directors may provide, by resolution or by amendment to these bylaws, for an Executive Committee to consist of one or more directors of the Corporation (but no persons who are not directors of the Corporation) that may exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, a

nd may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that an Executive Committee may not exercise the power or authority of the board of directors in reference to amending the articles of incorporation (except that an Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, pursuant to Article 3(3) of the articles of incorporation, fix the designations and any of the preferences or rights of shares of preferred stock relating to dividends, redemption, dissolution, any distribution of property or assets of the Corporation, or the conversion into, or the exchange of shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these bylaws; and, unless the resolution expressly so provides, no an Executive Committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 4.3 Committee Procedures. To the extent the board of directors or the committee does not establish other procedures for the committee, each committee shall be governed by the procedures established in Section 2.4 (except as they relate to an annual meeting of the board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as if the committee were the board of directors.

ARTICLE V

Indemnification

Section 5.1 Expenses for Actions Other Than By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorn eys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 5.2 Expenses for Actions By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in con nection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 5.3 Successful Defense. To the extent that any person referred to in the preceding two sections of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such sections, or in defense of any claim issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5.4 Determination to Indemnify. Any indemnification under the first two sections of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (i) by the stockholders, (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (iii) if such quorum is not obtainable or, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Section 5.5 Expense Advances. Expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article V.

Section 5.6 Provisions Nonexclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or under any other bylaw, agreement, insurance policy, vote of stockholders or disinterested directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 5.7 Insurance. By action of the board of directors, notwithstanding any interest of the directors in the action, the Corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the prov isions of this Article V and whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article V or of the Nevada Revised Statutes §78.7502; §78.751 or §78.752 or by any other applicable law.

Section 5.8 Surviving Corporation. The board of directors may provide by resolution that references to “the Corporation” in this Article V shall include, in addition to this Corporation, all constituent corporations absorbed in a merger with this Corporation so that any person who was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity or is or w as so serving such other entity at the request of this Corporation, as the case may be.

Section 5.9 Inurement. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.10 Employees and Agents. To the same extent as it may do for a director or officer, the Corporation may indemnify and advance expenses to a person who is not and was not a director or officer of the Corporation but who is or was an employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise.

ARTICLE VI

Stock

Section 6.1 Certificates. Every holder of stock in the Corporation represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the President or chairman of the board of directors, or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 6.2 Facsimile Signatures. Where a certificate of stock is countersigned (i) by a transfer agent other than the Corporation or its employee or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed upon, any such certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the d ate of issue.

Section 6.3 Transfer of Stock. Transfers of shares of stock of the Corporation shall be made on the books of the Corporation only upon presentation of the certificate or certificates representing such shares properly endorsed or accompanied by a proper instrument of assignment, except as may otherwise be expressly provided by the laws of the State of Nevada or by order by a court of competent jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guaranty before making any transfer.

Section 6.4 Lost Certificates. The board of directors may direct that a new certificate of stock be issued in place of any certificate issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance of a new certificate, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may reasonably direct as indemnity against any claim that may be made agains t the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

Seal

The board of directors may, but are not required to, adopt and provide a common seal or stamp which, when adopted, shall constitute the corporate seal of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or manually reproduced.

ARTICLE VIII

Fiscal Year

The board of directors, by resolution, may adopt a fiscal year for the Corporation.

ARTICLE IX

Amendment

These bylaws may at any time and from time to time be amended, altered or repealed exclusively by the board of directors, as provided in the articles of incorporation.

EX-5.1 4 fs12010ex5i_movtrailer.htm OPINION OF ANSLOW & JACLIN, LLP fs12010ex5i_movtrailer.htm

Exhibit 5.1

October 15, 2010

Movie Trailer Galaxy, Inc.

9048 Brooks Road #168

Windsor, CA 95492

Gentlemen:

You have requested our opinion, as counsel for Movie Trailer Galaxy, Inc., a Nevada corporation (the "Company"), in connection with the registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 843,800 shares of the Company’s common stock.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Nevada of the United States. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:	/s/ Anslow & Jaclin, LLP
	ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726

Tel: (732) 409-1212 Fax: (732) 577-1188

EX-10.1 5 fs12010ex10i_movtrailer.htm EMPLOYMENT AGREEMENT fs12010ex10i_movtrailer.htm

Exhibit 10.1

MOVIE TRAILER GALAXY, INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made as of this 1st day of September 2010 by and between Movie Trailer Galaxy, Inc., a Nevada corporation, having an office at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602 (hereinafter referred to as "Employer") and Stephanie Wyss, an individual residing at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602 (hereinafter referred to as "Employee").

W I T N E S E T H:

WHEREAS, Employer desires to employ Employee as the President and CEO; and

WHEREAS, Employee is willing to be employed as the President and CEO in the manner provided for herein, and to perform the duties of the President and CEO upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows:

1. Employment of the President and CEO. Employer hereby employs Employee as President and CEO

2. Term.

a. Subject to Section 9 below and further to Section 2(b) below, the term of this Agreement shall commence upon the execution hereof (the “Commencement Date”) and expire three years from such date (“Initial Term”). Each 12-month period after the end of the initial term forward during the term hereof shall be referred to as an “Annual Period.”

b. Subject to Section 10 below, unless the Board of Directors of the Company (the "Board") of Employer shall determine to the contrary and shall so notify Employee in writing on or before the end of the Initial Term or any Annual Period or unless the Employee notifies Employer in writing thirty (30) days before the end of the Initial Term or any Annual Period of his desire not to renew this Agreement, then at the end of either the Initial Term or the Annual Period, as the case maybe, the term of this Agreement shall be automatically extended for one (1) additional Annual Period to be added at the end of the then current term of this Agreement.

-1-

3. Duties. The Employee shall perform those functions generally performed by persons of such title and position, shall attend all meetings of the stockholders and the Board when possible and shall perform any and all related duties and shall have any and all powers as may be prescribed by resolution of the Board, and shall be available to confer and consult with and advise the officers and directors of Employer at such times that may be required by Employer. Employee shall report directly and solely to th e Board.

4. Compensation.

(i) Employee shall be paid a minimum of $500 per month. Employee shall be paid periodically in accordance with the policies of the Employer during the term of this Agreement, but not less than monthly.

(ii) Employee is eligible for an annual bonus, if any, which will be determined and paid in accordance with policies set from time to time by the Board, in its sole discretion.

5. Expenses. Employee shall submit to Employer reasonably detailed receipts or credit card statements with respect thereto which substantiate the Employee’s expenses. Employee shall use his own credit cards and be reimbursed each month for his business expenses.

6. Vacation. Employee shall be entitled to receive one week vacation time during each year of employment upon dates agreed upon by Employer. Upon separation of employment, for any reason, vacation time accrued and not used shall be paid at the salary rate

of Employee in effect at the time of employment separation.

7. Secrecy. At no time shall Employee disclose to anyone any confidential or secret information (not already constituting information available to the public) concerning (a) internal affairs or proprietary business operations of Employer or its affiliates or (b) any trade secrets, new product developments, pat ents, programs or programming, especially unique processes or methods (c) research done on behalf of company (d) contracts and meetings on behalf of company (e) financial information of the company.

8. Covenant Not to Compete. Employee will not, at any time, anywhere in the areas where Employer does business during the term of this Agreement, and for one (1) year thereafter, either directly or indirectly, engage in, with or for any enterprise, institution, whether or not for profit, business, or company, competitive with the business of Employer as such business may be conducted on the date thereof, as a creditor, guarantor, or financial backer, stockholder, director, officer, consultant, advisor, employee, member, inventor, producer, director, or otherwise of or through any corporation, partnership, association, sole proprietorship or other entity; provided, that an investment by Employee, his spouse or his children is permitted if such investment is not more than five percent (5%) of the total debt or equity capital of any such competitive enterprise or business and further provided that said competitive enterprise or business is a publicly held entity whose stock is listed and traded on an international or national stock exchange.

-2-

9. Termination.

a. Termination by Employer

(i) Employer may terminate this Agreement immediately for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the Employee in conduct that constitutes activity in competition with Employer; (B) the conviction of Employee for the commission of a felony against the Employer; and/or (C) the habitual abuse of alcohol or controlled substances. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause.

(ii) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4 for the period prior to Employee's death and any other amount to which Employee was entitled of the time at his death.

b. Termination by Employee or Employer without Cause

(i) Employee or Employer shall have the right to terminate Employee’s employment under this Agreement upon thirty (30) days' notice to either party.

10.

Consequences of Breach by Employer;

Employment Termination

a. If this Agreement is terminated pursuant to Section 9(b)(i) hereof, or if Employer shall terminate Employee's employment under this Agreement in any way that is a breach of this Agreement by Employer, the following shall apply:

(i) Employee shall be entitled to payment of any previously declared bonus and additional compensation as provided in Section 4 above.

-3-

b. In the event that Employee’s employment is terminated for any of the following (i) for cause as set forth in Section 9(a)(i) of this Agreement, (ii) the expiration of the term of this Agreement, or (iii) resignation by the Employee in accordance with Section 9(b)(i), then the provisions of Section 8 shall apply to Employee.

11. Remedies. Employer recognizes that because of Employee's special talents, stature and opportunities in the Research and Investment market, in the event of termination by Employer hereunder (except under Section 9(a)(i) or (ii), or in the event of termination by Employee under Section 9(b)(i) before the end of the agreed term), the Employer acknowledges and agrees that the provisions of this Agreement regarding further payments of base salary, bonuses and the exercisability of rights constitute fair and reasonable provisions for the consequences of such terminat ion, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts' Employee might earn or be able to earn from any other employment or ventures during the remainder of the agreed term of this Agreement.

12. Excise Tax. In the event that any payment or benefit received or to be received by Employee in connection with a termination of his employment with Employer would constitute a "parachute payment" within the meaning of Internal Revenue Code Section 280G or any similar or successor provision to 280G and/or would be subject to any excise tax imposed by Internal Revenue Code Section 4999 or any similar or successor provision then Employer shall assume all liability for the payment of any such tax and Employer shall immediately reimburse Employee on a "grossed-up" basis f or any income taxes attributable to Employee by reason of such Employer payment and reimbursements.

13. Arbitration. Any controversies between Employer and Employee involving the construction or application of any of the terms, provisions or conditions of this Agreement, save and except for any breaches arising out of Sections 7 and 8 hereof, shall on the written request of either party served on the other be submitted to arbitration. Such arbitration shall comply with and be governed by the rules of the American Arbitration Association. An arbitration demand must be made within one (1) year of the date on which the party demanding arbitration fir st had notice of the existence of the claim to be arbitrated, or the right to arbitration along with such claim shall be considered to have been waived. An arbitrator shall be selected according to the procedures of the American Arbitration Association. The cost of arbitration shall be borne by the losing party unless the arbitrator shall determine otherwise. The arbitrator shall have no authority to add to, subtract from or otherwise modify the provisions of this Agreement, or to award punitive damages to either party.

-4-

14. Attorneys' Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.

15. Entire Agreement; Survival. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes, effective as of the date hereof any prior agreement or understanding between Employer and Employee with respect to Employee's employment by Employer. The unenforceability of any provision of this Agreement shall not effect the enforceability of any other provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and the Employer, or any waiver, change, di scharge or modification as sought. Waiver of or failure to exercise any rights provided by this Agreement and in any respect shall not be deemed a waiver of any further or future rights. The provisions of Sections 4, 7, 8, 9(a)(ii), 10, 11, 12, 13, 14, 16, 17, 18 and 19 shall survive the termination of this Agreement.

16. Assignment. This Agreement shall not be assigned to other parties.

17. Governing Law. This Agreement and all the amendments hereof, and waivers and consents with respect thereto shall be governed by the internal laws of the State of Florida, without regard to the conflicts of laws principles thereof.

18. Notices. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have been given when

a. delivered by hand;

b. sent be telex or telefax, (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested; or

c. received by the addressee as sent by express delivery service (receipt requested) in each case to the appropriate addresses, telex numbers and telefax numbers as the party may designate to itself by notice to the other parties:

(i)	if to the Employer:

11022 Aqua Vista Street, Suite 10

Studio City, CA 91062

Telefax :

Telephone: 310.746.6464

-5-

Copy to :

Anslow and Jaclin, Esq,

4400 Route 9, 2nd Floor

Freehold, NewJersey 07728

Attention: Gregg Jaclin, Esq

Telefax: (732) 577-1188

Telephone: (732) 409-1212

(i)	if to the Employee:

Stephanie Wyss

11022 Aqua Vista Street, Suite 10

Studio City, CA 91062

Telefax :

Telephone: 310.746.6464

19. Severability of Agreement. Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portion, which remaining provision shall remain in full force and effect as if this Agreement has been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of th parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the day and year first above written

Employee:

By: /s/ Stephanie Wyss

Stephanie Wyss

-6-

EX-23.1 6 fs12010ex23i_movtrailer.htm ACCOUNTANTS CONSENT fs12010ex23i_movtrailer.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Movie Trailer Galaxy, Inc.

We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC on October 7, 2010 (the “Registration Statement”), of our report dated October , 2010, relating to the balance sheets of Movie Trailer Galaxy, Inc. as of August 31, 2010 and the related statements of operations, stockholders’ equity, and cash flows for the period from April 27, 2010 (inception) through August 31, 2010 appearing in the Prospectus, which is a part of such Registration Statement. We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.

/s/ Li & Company, PC

Li & Company, PC

Skillman, New Jersey

October 15, 2010

GRAPHIC 7 nevadaseal1.gif begin 644 nevadaseal1.gif M1TE&.#EA6`!5`/<```D##0<$&!H*!!4,%Q@3&@@')`T3*PX3,!(,)!<7*1D9 M-1LB.B8/`"<4"2<8&#$8`C$='B,;)R(<-S8D$RDC*"@F.#55.8U96:%57 M>$U@?EMA:U]A<&%,1FE6169:6'A=0F9;96%<&YQ>WAH9G-J M>GQX9G5S>"\XA3E'AD@^@T9+A4I2ATI6E5!-A%5/E517B%5;DT]6IUIBB%MB ME5MJJVAIA&%FEVMUAFE^DW=XA79[E65KHF!OLFQSIG)TIG1TM&MVPVF`GWZ& MCWF&FFN-J6J-M&^1K&V1M76*IGB/L7J4K'>6N'B;Q'BARH!>/HIQ&XIN-(%> M08UR3X=Y9X=]=)9\9)-Z-##>.#-?(B'B8:)EX^3@HJ0F92+BIB6B9B7F(:+ MI(B.OHB4J8:9LY>/II>9IY>;M)ZBF(BAN)RBJIBDNJN:B:&;I;.GCJ>FIZBI MMZJRN[.KIK"NM;:RI;>TN(&UQJZ]T+BYQK>\TKW" MS+W#U<"<@+;U_#? MP>'=Z>GAQNODV/3EQ_7JU_WSR_WRVNGHZ>KK]>WQ]O+JYO'M^/7T[?S\_``` M`````````````````````"'Y!`$``/\`+`````!8`%4```C_`/,)'$BPH,&# M"!,J7,BPH<.'$"-*G$BQHL6+&#-JW(@/(KV-($/FNT>/WCV1*!&>)(@OG+=> MJ?)$20L6+6@J>9(G%:UEW^8=[)BRXLI\%PA4L'FC10L:*5J8".*411`6 M"`)0$3>T(]%\'XL>#'OOW+)@>3*P4'(#)PXH4&C`H%@X:3V@X?>(T`0LJ M>7QYLS>0Z%>Q8`6&%;@L51XE+-;BN($C!8TW:ES4<*$9\YL24FB8W-4[8>3/'0PHH*%HH4,`B5<'5 MK%?7RPTA0(4PZE1`Q1[V%$#''[4D-X):L!10V9SK$%#?"*L\88= M*1PGE0E*E"30=/N=DT=D-#TAQ1-0U"''>E"T(<<;;[1!@Q`K#$%#7#1 M0IP`IA`YG:#F"1^001(7.$``&+JRP"RC0M1Z(!MKP!"7 M"5304EA%W8[89X`]]K@A%#@*88("$B3`!`L)`)8'+:_,0HLKM,"DRS"NL&)& M$A14P(0*`PQP@0HKK$!E1!E0I3/%%```O(48PLLL2"".^Q]%X+,LN(\\TPY'SC MS3#+>..+&2-?K@()4YCP@0R[U?"!"2>8P`(X`Q$FT:G+3/$4P>+I88>B%210 MDPDA6+'((L0L@H@BM\02BS&U&./,-T`A1SC(X0UQG"48PP"#$PA`@#!(@`0K M$(U\H%"7T:%@&.?(TT.^E0^G]"@N->.+"DP3@014X`Z$H%\A"D$,0LA"$8N0 MQ3&,D8S_?6.`\QB'.LA!0&DL8QBT"(,2_Q!0@$N9@'LU4%!<3H""*C@'.AL4 M""TTI[8JT0!1++C`!;:0A`S<`(:+8$0A&%&,%,HB%[?(!0V=P<-QD,,=ZE#' M/';X#6D\+A9A,$$%9">!%;2@#7:@00QJ@(,0W.`.RY#(M\(0&QKX`195HD(+ M)#```!`@"4F(0BP6<8A&-.(0BS"$(A1QC&/D(AD!?*,[X#$.=\"1'.SX!C*H M5HM$F>!V@-M8FV!0@R>$P(052842*-8C#U>`4M\D"%"P3`7B98`6=.$!\:L``+#HO(,IR"`QKU00J5R8`2'+"#'5A" M%U]P`A@&<8=8)&,0@HA%+W!!0.9]8QSCH`8UIG$-QEHCJNEP7"VRJH<\Y*$+ M2P`I"UAE%T&)P"D]4ZE#Z%$'BK5@GU!8$0L(8`$'\(`+NHA&.J+1"E3_K,(< M];B%ML"1R'N((QK1&`8OIL'8:U2CL=-0+"]6<;A7`!`57>B"%B6`@*>\`0Y[ M<`$./-""*$3$%XEJ09%R@`.]M&\"`LA"%IX1VVCPPA6X^`4XAM&,Y0%#'?90 MQS)T`0S%8F,:IS`%<:DQ55NX0A!&/0PR07E&ET"ML60L%@J!1,Z0VIQ M\-4D[.`+D9#$,T"18GA0PQ:XX$4OWJL+75`#_QC\]08U>#'D$,8GJ"$)UI!9\4JUA[S&,9@6^&* M-G-!$I(XP@]JJJS31LA"+:B`M,(3T.`%*((=;`%L MX9]._IP+AE0!,3@$'6'@C@M&H!D1B,`$"0!"#SA]!"24HA1D7@LY\T(7D__XPAC*X(DRU+;CL_8$-43A"214O-!-2(`$N">"$<`@ M!RFH`!CL>1!V>/#G,0!2"IZ0``I,8`)',`(D0%$*44#C'8HM@\MYLV(+86_X%7D!#%)^`A!&,H&WT*B4!:]@#'>;0AQ:@X`K? M:,@Y5-`C-:QA!#&HC0*4L(0)Z"#J2*#Z*%(L3K'S(AKX@`<\Z!SV3JP][/<6 M^Q=4$7:Q4\,:H.B$(^8.B2/H8`(>H_`<&$V'$X1`#"E=R#FD0@,UQ&#V<#4! M,WGP^+F#@LR@&*Y%.9]OL8OB"\\OP_/!3F=`-^$+9?B")Z8!C8O'_1%TE\3_ MTRV0JQS,H08C0`,,4J`$T^G>!&C"C*%6E,P(\,`'VC:"IS$>:FID@QJ=0&?K M!@JZL'9KQW*>H'TUUP22@`3:UPF?\`F7``D4>`20\'0.D``*@`/H-P)`UP(W M(`B")RDK``4P4%(X,$E3``3XIVV=QFW')PJBH%@VIVV_5@D)*'I%\`5-H'5A MUP03T`0.6(-'L'IS1W&_81@1(4`0N&'6/ MX`BK=P0^<&VYHB8Q``,Q$(5/8`8-00\2D!=5H`95_R(%0I!,#F`!+DAW4W=Q M50<-T_`)KM>);(B'7\!I.R@);0<*17"*=VB!DM!Z<^<(=3>)2I$".8`&M-@A M2K!L"+$:WV`:%"8M&D(#N)(!.W`$;.@#CP>#QX=QU5`-EP!L^R8)E0!LT@AL M6@`*<*@#^*9OR"<)1JAM20AA$M`C,8`&<+!^40`W#"$.8\,=H+(&:"GS`*]QB!H&`-VP`-]SB-^^8)TBAVH("&EZ`+H%`)QP<*K)AMA=8# M$0`XIY5T:Y`"+.`%@7<04)0/J1`E3^`=,&`A)Z``+?,#EB`);'@$S7@)G["* MS2@)9`8-D"`)E[!MUE@).O]P?-#@"3H09I(`#0B)D/N6AT4@`!#@`!>`1#EP M!CG0/5A`90EQ$O1P#C@1`MT1`[QQ`@404CLP!B>I;9#@")(09I<`"BT)ANOP M:]8X"ONV;Z%V?(^'"9&`"0J9?,$VDY#P!4?0``(``,TB%SX'`Z,Q!0]!#\^& M`R^R!FPP;040!!9@`990"96@EW#X:YU6ES")>@L9:J5@#9,W"F,9FI%0!#`) M;)$PDRY8!#W0`\SR!!VM`BS7@`16```(P!E]0"4B@ M!=2H!9T&;)Z@EBCF=KR`<1@'DT6XD*`PET-9CRZX`PX0`2J@)NP!'FIB`L@` M$4[_T0(I,'LQ\`)-60`$,``"]05?`&R4^8F=YH+)1V>BX':@\`PP^0GY^0S/ M$&K1H)^1D(='H`40L"L\QQF>M33E`!')$`7DZ1U."`/*T05`8`$_H`4X*`GN M%FSO*8U:0)H"*0F><'R8<'RC<`F8\)8I>GS`1H%BZ7H3``050%8@X(3>T2,F M0'1160`8C,#I4``0#\`-'D(`DV@F469HHR07OJ8#2&&K00'?^&0F7 MH`-$8)UT9P0^P``0``0LD`(+-P(=`(7=$R(100LF\`1!DGZ#:`(2$`%)0%`E M.J(N2J`DNJ':!VQ">0F1``J78`1R29.KR(V/YP,[8`$)_V`"'N"$-^H"\O$$ MM2`1RY``@!(#3Q@#*>`7NK":)3H)TKF*%%B#I,BA2>J`;0EL)^H#F#!FTZEM MKJ@#.C`&3M"H(M`!-WJCH_$$SC`1-X`".."$=!`'@T@#)(``#@`!/Z"&H/`. MW6>6G+`)G!"!`!H-^49FT1"3*WI\_ZFB8NFE1\``#)"=)M!SF@J%ZV<"M,"C M"Q$&3W`#-3".@(`&(I`D"$`!.\!IP*:)$0@)FT"MG]`)//8.!KL-UL!]H8:/ M^8D)NN"?T^D(F'`$#\`#!RH!'O`!,1`':#`"()`"'A``YD`1YX`%/^J$:""D M,4`#PV(!Q&>H<<<)C\`)-%NM^O]X=8\%#2Z:;Z'VL!#+EL\0"6":`1*P&RC; ML=9R`U*0#_6@0;.9"P60`AZXJ4M'-C_PHO_Z"(\0"IS`M:1@LZ+P6-;PE@1+ MI=90#=`P"I\VL))0!`TP`)H"J2```O&Q`%$PLDP;$2N!`B@@!>GJA!]@7EN@ MET;`"13X"-3:M5T+"9]0=7@VMIT0>=H7:F);#:4`"4APAY*``1(VMW/KA"F0 M''>0&!5!"U&0`I2FJ73`!I+Z!&1`4)!0#:1`"J'`M8EKN)O`MCH)#`)+"`!'X"_30P"'!"Z`:!)!4'%&T0440`_4L`! M0<)H'^`")H`"%)#(_U4-IK`)HG`-1=S(GR#&0UQU8"H+G`&@)`& M&Z!=V'(%OX#"&T$.N<#"QR$",:"IV1RZ5R"$91`*,C@-V`!JTU`-/+8-Q`4- MG(0]2`4SF`#"W`#/_?" MV8P&:]!W%7`%8)`$3)`!3)`$-E`$&?_0!"J3!%?@!%B@!`=``XI)QQVP`3.@ M%PL#!E")$MUR&/0P"`N0'#B`S1,"!W\@)'A0!2E0&7"U(BD@!2D0`@J`""$@ M!7+``3Y=+B!0`CI2``I0`:DAO3^S$=)1#\UP!<%Z`W(Q!#6P!A\`*F@@R.JQ M!FO0PG-@!R.PU\#1E+"I&;LQDE.0"AFY'PC!6PD0`+P7%X'KCG.@J6LP!^J' MTFQ0B(KI'1[0/9HRD@K@!>P`V0Y1/GQQF')1TD$2`R<0DON$M()))^.Y%&&0 MD4>AV@BQ+=\`KTJ@T$`*9!!4=-NKZ]$/6P#+\@ M!BUP``K`MR%_D!Q/00-^5-HDH``!H`2:(`[SD-KZ7-W3L1KS,!WU@`[+X`NX MD`I5`'&\$@"WHP"W@P`JX`6SL`O2(`[W<."B5=T(@>&^S<\,3N(HGN(JON(LP>(N_N(P#A$! #`0`[ ` end GRAPHIC 8 nevadaseal3.gif begin 644 nevadaseal3.gif M1TE&.#EA6`$(`?<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9&1H: M&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*"@H.#@X2$ MA(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1D9*2DI.3 MDY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@H*&AH:*B MHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^OK["PL+&Q ML;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^OK^_O\#` MP,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)R MWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOKZ^SL[.WM M[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ^OO[^_S\ M_/W]_?[^_O___P```````"'Y!`$``/\`+`````!8`0@!``C_`/L)'$BPH,&# M"!,J7,BPH4.$_/KM*\@OXL%]$_M9M*B1X,:!&?5)'"BR(TB!%4ONX]B17T:. M+"-NG'FQ8T:4`F\^W,FSI\^?0(,*'4K4($N&%7%27!DQG\VD-@G>G&I1G].1 M+F,RW%?RX<>C1<.*'4NVK-F?8$T>A)IV+46!74ORTV=19\R(7>LJS`=S8$6V M'Z-B;7NVL.'#B!,;G"@2ZMO'-:V2//K2LFG MCV%&Q&>P:VB"\^"9S!M17*IT[KQTZ:]N`(TX[XB82132'")^.,-"+43COTK%,/.?&H8X]< M+-W##3+:K$C:/O9($XHA*>S@1!V8U&&)&F8P0DL[3F64SS?"S%&%#6Y`H@L[ M:KFS2R1$S/$*.LXMAH\[P]P2"R9LA($),=2D8X]\^ #CSWQ(.///1H%&.- MB#*7$%2[F:13>"\YRJ)OKN'$3SWZS$-/.^N(XPR'PA0#C"2#$#-/:P*Y0PHD MP7RX7S_WJ/\##2DQ)%`#(;-P$HLE?ESAQ2'5Z$7/-:%$88((773CD433Z+$$ M'<"4CS2IOU*&*+J(D0DLMB`1236C\V",.,:]LPLHVRT2#33GRS"-/ M2[QQANIFX8$5T6S[JG59HHBRU1*U'NDGT%6A392E?MW1VT\][NACCS?&_.() M'8"HL48=3TB"BB:AB++%#XYXL^*+!W/SQA%VG$-O7??4LTT7-VBARSSVW`?. M*T:@4(DU_%PEDC6UC`"`#[K(,]N+I_A!"3.%6G35OA9Y`\RNC#5#S#W'$!$K(0/%$]UXQ1 M`0J-L#E0.\)$$-POC$PXD)$I2! MB3&=A+()&%D@D0,6L9S:)D[@7,.--?G9R&@V`QZ''4QP\-'79AATG=\P)B8B MJ8<\W`&.8>BB%IN@Q1@\<806K"`$'_B"/.JQ"B2,81;SL$8S%O$!!`0"'_@0 MR3P^%HV(A.\RX4A&#V!0@CL42C;&N44?_Q2`AFW092"P:$0!8E"+B-FK$Y)` M0`\HP0Z,Z`,$#'H\8Q2E<<8Q9K&,>]SCBT@SVK\ZP!X'*28HD M"T(P0_$#'?P@!SSH48^5**P?V?A$(81P@Q<80A:L,(8SAO0*5="!#.5H!R@H M$0MU"`0?N]`!!1`1OHG<(QFD>`?#&*2/9_@A%70800YJR$#?9)(,&UB"+ZA# MEW=8(Q$=Z$`CM&.=?MAC$U2@0!!J01UX_$(,=R#3LM2BCW5D(PD2T((SFEDO M?9!C%"5P`2SL8?^D?=@B!278A#P6V`]\9*,4MPA?;/(ACVBT81"$>`4I.#$) M2W3B$^6@3CWPH0YWE,,=]%`1/8[8P&Y"LCV.:2;C!,+)>:#C0*^81BR*(0QH M1`TE]I`0%C#@@4^8HQX)XX=@"%O`023[L`0TG($`1W!3(/+"A/VK1 M@QW-^,,R?($$")BB'4",2#K&D`(S.$.2\!B&(B[0`UDH-&BNL<_S%D2RB1AE(4`16G+=1+])' M,?00`ATDXQUXZ<0$8A`+H%I*(!!KY,'<$8LSY,`87>L'?JR1!1K4KJ"P(((1 MQ-"&4U0"$8*@Q"^648QI6",=\Z*G;MTS(GA(@QSH$($2#%''H`1#^ MP(I:$`,6DX`"#8:`"6Q@!1_7@(0-*%`(H.+&_Q[RX%30X-$.A?'C'L(8`P/< M4`MR]*M1)7&%*31!H$TP@06L^,Y!M$$'&6A!%N@81S>*(0HWT&`,NP!K3!2V MC4P880)=^,0>/&&.ZZ"L4?)P!1,:((9"R&)^;Y3SZ M<8IU/IF9NHR&'M+P12*<,(4N/"(07(`""43@C%/I(QF?H$$"TC"."R4)%"<8 M02+.,9U^K`,6,&!`%!"+DGM<8Q;+"%\?)8*/9Y1A`4_8A3H>O/=\;",1@RAU M/[2K@Q+T01RT6W5"]\=QR/A!:&@C+TI'$L@3BH'1C\`T#D0_CD`LUL`!70(&9`BN_H`,/T`7@<`_T``_V<`[54`>:,`]< M)!7M<`D-4`.\H&A)L1(E@0_-@`J>,`_N``_?P`IA$`)@4`SSHA/OT`8+T`6\ M0`ZIT`,40`6CX%>45!"^TP_C$`<6\`7B,!*'@AGL_R`*1T`!9N`R$!$/Q``' M(H`!C"![X5`%).`!<^!CEH`*>4`%.]`)ZT`?<*41TX`%'H`!@N`,ZW`5YK`- M[\`=[N`--Z$.L4`&#,`%0",0]_`+FE`/+$$M@0()>5`.P=%`C"@5\F%29I$> M2Q$;L[$UVC`,UZ`.!*,/["`,:\`$=;`+\2(2,O0+=M`'X'!+TA`$`N`%X6!S M^O`-JZ`"\41Z(V$/T2`$"$`%K0`,SP`*DB`'<6`"9_!;>@$>VI`*%$`#L>"` M!)49XE`)=1`)ES`*B)`)D8`%%/`"F:!0+W(/Y6`&"C`&1C0.HZ`$"O`$Q7`2 MGZ$3V7`%!1`%U:""HK$+/O^0`&>P#1`V$'@&!Q%0`9P`7O;`"W[P`$)P"L(@ M#)QP"'4P!G=0"$E&*1:1#K-P!!!0`V*P"^E0B/WB*/M0#:Y@!!I@!:4F$O+0 M#;[0#("#8NR@"C&0`[_0EB]R-N/`'?Z"7LY(%BGE6<,!%R5Q#NL`#,M`"Z:0 M*WK@!9Z0#A;Q<6O0`FI`6H72%46U"X%P#075#\N``P>`!LV`E_=`#)"P`3`` M"/"`,/K`#%30`$O`!X?@"8?`!5\`!35P!],@&2>1#\B0"A@0!+EP=6:D$?AP M#]C`!E^@"6V`!W7@!G9@!S?``%KP"V6#&=^0!@>`!=I04-2`"33``6@P3^G5 M0'/_T0U`,`!0P)/-2![#$`0.,`4`M$XL=0M6L'6=0`_Y``ZP``8;L`;/D`[P ML`[L@`['@`JO\!S/Z'N9L`(-$`%L,`OCH!V_%H(2(7])\`)^,%#&$0^/\QIU M40_08`<`L`*T,#4WH0_RT`N5@`N^H`[<`*%8\6M[>1@ADA3BH`[40`K4@`W1 MP`AV``J@\`QZ@`-I<`W[L@ZN$`0[L`I)-A4B$0ZH('PFJ@0,@`:Q)Q+C@`N& M@`&%@`W4%!%I&04#(`5\H`N^(`W80#&<\`C(%YQ5%@D,4`.#`%C%81'O4`Q] MT`J^4`W?D`[B(`[/X`@X$`.-X`Z-$@]D4`!(X#T2X0QU_W`!("`+YG`]'>%9 M_4`.6U``3M!Y?-&(1?@-9H`#81`,A/H9<,4.GD`$++`'N>`4U]`*2[`#FC`. M$_$AW=4*F6,P.$$P]/`,N#`$(Y`!.G`(UW`5B],1U2`(3S`%L^`J%I$S;W$- M=F`%$W`%P1`^7%02X2`(,-`"7M`&H*`+X="5ZC`/]8"7>:<85B2,./$-N3`+ M<)`&5H`&M3`,O2`.PO`-7+(+JL",^5`/R4`'#W`&P%`1"&-NS%@2W7`!$>`% MIW`-VY`,E_`$(Z`(Q^`.+`$/RK`&'K`#M3`.>*,1\@`.OP`-KH(9$R&@&N`" M?T"$UU$UF/,--V01^`!R#H`$O?_`0!&A#7#``#=`"]3!4=*P5BWP!].0'\Y8 M$>8``@0P!6MJH`7A%-@`#3E0`I:`#C?1+_.@#',0`3>P71I!#JH`!1V@![8D M-0U"P`Q(`!N-`MQ91#]^@/_,@"3"0`'209.2J'UUT$][P!1+``G!@"440 M`U3@!Z6P"T48&MY@""B`!:U@L678#^$`#Z,JJ>)@"2J@`7Q@M3A1$O30"\=4 M#GV36:S_4`4*L`5FAA+RL`8*T`*MX"J`##UQ`L4$.K8`"!P`%QO!<#2$3GK`%14`( MP^H8^_`)7A`$7H`+A*P1X1`)5U`#G6!BD&$05^7++D$.US`(+6`!>G!A!?,. MO(`$"G`'6API$7P/RL`(C5`-X:`()_`#M<`7EN*DV0!>K84(&F`$C(`-N3`* M<<`$66`(>EH-V#`-X^K-.-$W/+$/]T`-](I!H[`*E(`&74`+4\E8=8`"@="5 MUC<0](!)_<`.WE`(-G`"G6`DO6$9'9$/O-`).^`!7X`+VF!I&S`&O""Z74$Q M3?`!AL"O2O8-O7`-"E4?O&`"$1`(-?^,%XJ##\;@!EG@"R\ML^=P#&0@`AQP M!]#@#O=@#K_P!1W@`H>`#:^F$>YP"$AP`W4`"^K$+P\C#/VE`U40"LT@+9Q* MG:Q0!DG@"--@1^@09;D@!T*P!:H`DOW`#:;0`D(`8S2A$/R@#LW`>K.1#_=0 M#%C@`&*P#$G&$NV`"RI0`'OP6R=6%>`@"GV`#%;A"1Z0`;#@23AA#]M@8G/1 M#F_``$"`#"[1#<=0"4_P">E@#;GP!H;`"L$0#MU@2P(VJ3O1&.A`"X"@"*=` M#M60#:]P!UD@!QGW"V<0`7;@#`=X*94`#:>2#\$P!QQ``H=0A]&Q4N/@"&F` M`G%0#>\`#(#_L`,CH`;0`%8DL0_Y``I:D`)S\+$PD0^?0`=UEQFVX:H(\`-T M2%+"^`A%\`.ZD#<2X0[.,`ML3050<`K10`[,P`E_X`9IP`BQD`VAD0_J@`ND M,`JA<#Y*,0_EP`RM8`J@4`JM@`OAH!<(83P`=PALD`BDL`J_L`NA4`A<4`FS M0'KAX0W*\`8*<`.;H,6LL2CL8`G#("@L0@Z%0`(S$`K& MNQI^\0N4X`JEA@^=(`0=(`J04FY240UBD``]D`Q_-0_'D`FU@`[R,`UF(`(U M@`1^\`JA(`SNH#\Q.F[]X`R&A,_[\--OD`;'`*/6X`8LP`*D_S"5$7$, M@&N,_7`-@#`#&D`(Y8#54CX2\/`,03``5Q`.ZS`.RD`''"`!=T"\N.H.W$`$ M$.`(YS5)F@,+0J`+^<(@]H`+'A"B>:`-\4!`TI`,>*`(P@`/MC$=\Y`.R:#/ MOC`.NZX.RO`-*N34,?17$D$/V4$.F.P7^'!5X_`.[%`/[_`.'\*IYX$/W^`, MSS`+L!`+O#`)LG`,UL!/`Q$-EB`&'!``&.`&X'"U[*$-(?,,F0D7XR`))<`# MO4")C9(-K*`"$5`(+MH2%H$,W:`'G@`.-F<+:I`!C2"K[+2_[!`+3Q`"2Q`- MK0('-!#\E@!@Z#\B` M"IL`"F)0!ZT0#?,P2?S`"]M0#<<@#W)Q/12-$M1R&UAA%R]BNWS71E[QE5!! MVMH@#?8PM_7!#\J@")OP!Z!P#+^02">8#^Q0!E,`"2/.'4%##US0`F^`C_YR M#HC``T(@"_=@KHX_[780!Y\P1_*`9F6``W"PB-][$MW@"6J``Z7`C`/![)W' M#_)``Q&@!/T]C^O_T`NR``F18`J9TQ/J0`PR$`8U#(+Y(`[;,!OVT`ZS`(5H M@`S4@`RS\`=Q<`8?X/0H!@DM(`$`\:-8OWW\^O7CQV_?P84'#?*#5L8"%V_Z MYO%;YPS/D01+1FW+=Q`?,2$#6/!YE8H5J$R<,N&)4B@;0H+YLM4J]4J9,7#I MW!T\J`_A0X9`^PD-2=,H08+XC#IU6-`ATX9(EQKM3A0ZWT M]*%SI^Z9.GU?M[Y=IRC)E$?+LNV;AVT3FB"%P(FEJ=#7(P],H!EU>Q!=+"MJ M1LW"Q$K7)T.R$ZVB92N8(I!1>ED$&E#:B&(2;I4X\R)X?O+9AQI+6"@BDFR.#(D?8A#I M1:O;KN*GF"HZ^($28\*Y!JBP$C*H&BQF&,$*7/^4*2<;<,(Y9A=VG++'F$A\ MR."+/FERBBA\K(FF'GSH60>4(CA8!)UU*IRG&DY^V(`#/YHI1I5+++&%E&"D M`0<>:+X)AQM[V+%'3`BQ0M+%%8EJ:T4%BU7QP80<1&RK/V_3C"BM&@I1P\`0 MBY##M_311QQMEB%&ED;HJ.035K!Q:D&'X"FE"A,\>4=9@NB99A$MB%$GFF20 M"2:86?ZXP(%%'M*LH87N:>6&!9RH9D.:XO$F#0F>Z*2>A<#54)U4?IKSK87> MN<2'!59H(A%5JF$WS!#18>0%&"[!9EI]OJFMK7$^:2*!)G)!Q]M^Y.GF&5S* MX><==@2!@8`JH+DFG*'_-NTE%5"&L:8=<\Y)AYUW-`XY;+'''K;;#R5F<"D' MLR6[;;=#YJ>>=<8Y!IAAKG%'3H3>"0>64)1`P81&Q)$SK'4\>6,6=HZRIQY[ M[!FG$R`LL&.::6E:*!U.L)!!#&\0GDJ>:[10H`MCPORPGW+D<1NK>XXQ`P0& M.IBAB27`P,07?!+,:A]N,*&BA4T`6P@?>81:AQYOK(&$C0F:(&8;H30+-I5+ M8"%F''R<$>2,*=Y011-@\D'V1(VA^BI%O=]FOVU`<=MV3!45JHJFI(9S(ABVF$`,X@*,K'C*A'$9@!%P8:TS+@$,3CE`*("*I M'?W0AFQ`(`9&Z*(9PUB'/=J1"VT0)"SNL\HTO$$'->0`""@XP`*2P`AGR,-$ MSO#"`WC@C:(`Y1W@V,0VL'$/=ASC%$6(`1"L,(E%Z/^!%)YHQ!N<$9AVL$Y+ M%$H?DJ3R1SZ6\WT02E$`.58_^8'ED1!Z9;3*R3YR,J0@(R)*/^Y1CR1.91EE M>$(1!($..O4C'+*0@@\X`:WA\",>NX@"!M@`C7M\!2KYP,C@"F/HQ#":`10`%K.$F^$*D.:Y56YQ12OG!*J+ MP!B4?/KI0?WCJOO4-B<+A?5(7]''/:RQC&!,(QW@2E90RA&)%DB@#U;53#N2 MD0(,S($<)JI?/FAQ!`X48A?_TB"&+FIQB"GPP`W6**O[1@@A>FP#&7F8P05^ M((K7X.,<=%C`"*SH$'K(0QNP<`,&,)$-CO&C'>10AC)FP0IE,,,;];!74@PB MW`RAJ*MI12YBU"<_?(3#'N0`ASO6T8YN\*,HK'YG2 MY(X%4'+28XGLV;\V^BDD]_`F0W3V"CSH@`);@$:]&&20;9QB!C-8Q#D>A$1Z M8*(#%KB$?L\Q#EJ\X0B.")J]PA:A^O$#*O1(!AXR0(%6M(D:IX`!$%#AHWTD MHQN80,04)H"$60!W+$<12H:4,ER#)`M%;LF*'\N;5H6`+BC3Z\<\RG$-41R# M$9/(_T0I6F%-5+SB%7MH!2MFD0U\`-FL.^8?&[D"U["*]2C76LH\KJ&+5.`A M%*L(257U40]B$"($0F!%0X1[$')$`@4D``5I]H&/>31C#[CH)'EOTY:OS%DS M\#C%$C"P"7H8!!RB^@`)"K$(/R#B#X9XQ"/N4`MZN/AR&SNK@=9GK:F,4]!8 M%EN$XMJ[$J7#F64$AC+F6HI-,.(/9W@#'N"@""^DX0YN@`0>$,$)8H`#&K3H M!2E000I=L,,L8)PCJC>X1[2U=WTM"N>VL`54>)C#&O5P\9C&L0Q>"`($":"" M,MZAE;#@(QE8$`(4?C'@[U`C'5A5ZS[000YO="="Z%"&#/]2L(AV.'0;>>C! M#U(0AS&D@0YWB$:$V29MBJ^U'^M8;[)LC)!Z:`,9UFA&,J"!#%J8`@M0^,$1 M!O$)6*SB$KEH!2=$X8E54&(3JR"%+';!;%?LMA55\`(8CI"&5MR"%LW8!C2J M$8YZL5M#\?1*ZBJ^XR0^6@],6`$)S(",=O3S*^SHA!0DH`P@"[\X$3J:08H^]"$5S3"'.V`XC[#H;^JHEM,^H&Z0 M\1SD&_5@1SB*,0M:"$(-=KB#*4`!I2V<80N&F$0B#%&(/_`A#G'0@Q_<@`[SC'!4"3HNV8OC# MOS'N]Q!'-Y+1"4C`(8-`VE@]L)$(%Q1!%<#%,0#'"D>"U.,69@B$-#!^CG:, MHQ:8T`,M'!D6"'=*"&2P`&3CB%4O"$38"" M*Q@"(TB#,``#-N@#51`&:A@&8#@&7V"&90`&74@&:\"%9:B%7O`&7Q`D:Z`' M;C`':/"%8V@%1,B"$G@!'C@$66"%5K"$5YB%Z'F'TT@8.MD__GNC&HN;?OB& M8I"&?N,*>\B&55B#!`""7ABK=\('XSF(+!D;M^B&0W@!.]"$4%B&7:B%.@@$ M:#"'J;@?_Q8!D7HBPK1R%PPY"'D`!FA@!0"IA#_0`C#H`S90@S!H@SCH`TUX M`T^`A5L@'WO0!W=PG'V(!W:(*WJPA^.Y!R#RE!JCAWS8!FF8A#UP@RZ@`C`@ MA"?``25H`TYHAE08!E@0,.72FR%\P[;!%K"PJKA3!VBPA2OH`!)0A7*XJZ6@ MAVL(AG2`EK7["G7HA"$(A%B@A%7XA5V`!5LPA\V",81HDW=*FUC$LK!80WU( MAU_`AET@!DR(!#B0!$-(`S=``UQ#!%D8AES(!F`55L*8]@((2(`(A4($:$`$- MB``(Z(`00($#^P`+R``&V(`:`($EX``?*((=T(-4L(5A``5?$`9E2`9I\`53 M2`4U^`,44($VL(-'N(1#$(5@6`=B_"JHG*<_*JOIZ:=]N`=U6`=C&`946`,S M<`)$*`5':`,5D(#A`0Q9A!]QFHK"*Z;_JG`7Y1+-Y#(?>$B'6=`$1,B$4;"" M2=+(4'`&8)@%9I"%8,@%4;B$.O`!%T``%W@!'&@!%S`"(?@!(I@"-MB$5D`& M8^B%6[@%4/@$13`#*&""("B"%K"!%P"!%N@`%+@"_2B%8\"%GNN%7(B%3WB% M1/""%/@\2QP"C&]6H6,0.'6F"&6T"%,\`!*+`$=IC%M=O- M-N'-%9F6M7DQ9J'0I`^7AB%37B$-2"")`B"2].$8#"&9%"&7/@$/;B! M*1`"'D@!$U`"*8B#1-@$3Z"$5NB$*#4%9$B&7Y@&9H"&92B&9!"&9<"%24"% M2!B%0V"%E\"#_R88@2/0`"!(`N]Q`U38!6H0AEX@!E"PA$#0@RAP`C?8`TKX M!%`X!FZ(AQ.!Q1>=D\S`G#7R$*P*"W(PEUY(!P!B/D2UU&\JEM`,CFU8AFWP MA%0(@R?X@R=H`S,8`VK`!5\0A4?PA"U@`A_P`1HX`C*@`V%S!=IS!6`P!58X M!4KP@SM(@T20@U\3`S0``SNH`]=+A$:(!$@0A$*@!58H!5HXA4BXA#V8`RWP M@B*H`B3P@CW8@UN0A5K@!5Z`A46H`R?X@BXP@S9`A5BP4VH;/RN3ITNUUWM] MPZ[`L1IS"&"H!6+(@S20`RA8`S00!=;4!E]XA3`-2Z(5HH`5`,L MX($HN``<2((0T((5T`$GF`$CN``-N(`/N`(PH(1FT(1RT(5>D(1+0`$00`$) M^`)"\`1DZ(761`5*0()`<`1`L(53R`9%G#'_X'6;"P45`"3L"%9.@%6D@%/U@"%;@!'R"#5=`M5#@%5@@$Q_4`*HB")9@")^"" M\J2"+B"")Y`"*T@"*B`"'\B!)-""(ZB!+$B"*D"#(R""*,`"8]V!(&B"%(@" M+IB"*3"!%T`"*X!67;"%5R@%-B""&0!B%6N`$4U@#*IB!1QB$0>B$ M;WB'$VFKDQ3>%%;A/@J,T\B'=Y"&2$#,/6""&!"V3?"%9G`&3^"")#`!'$`# M18`%9%`&6Y`$.QB#+<"!#V"!&&""(P@"("""(E`"'OA<+C""(HB"*G`",0"# M-.`"-N@"+)`"([@"_RI0`BK.#S(@@BIX`AV0`2)X`1UH`1J8`14H`228`C*( MA%T(A9GC@Q*X@2%H`CY(AE<`AE!HA4$0!"I(@TGH!%V(AM]H)WE=X4O&Y#E9 MR8.HAW$8!D]XA$8`@RAX@S/X!%T(!E88VR8(@RK(`S&E!D\`A#.`@B4X`B"X M`2'8`A9@@R9`@BM`@CF(@BOH@BV(`S%P`C.(@C:`@BJH@S,PUCH8!"W`@BZ0 M`C=0`B\8@BU(`RN8@S+P@C1F@RFX`BU8`C%8`1D(@:'5@C(`!%B0!40(!"-X M@1(``S*`!%THAE%XA2^`@RB`@E5`!$UP!DI&JTQ&Z(2F*H2I!E,H!%'X@O\A M$(,\.`9<]`4OH(()<()`*`19L`9>X(0U"`,?P($C:(`F,`$A<(,G2`,N-$C0``EH(1?$`:U M[8,RH((M"`,H,`5I")-7^EV%QFM$-:YRJ`=:"(8XJ`(XP`$KP`2Y=85*J((B MH`$B@(1($E>(,T4(,MV`(C&((O"(,M0((BF((N M>`(K0`(MX`$;R($@X`$@:`$2F`$;6(+>.P,PL`+_(FB")[B"&L""+R""!';F M`Z*!'3@"']@!&.B!%*B`%G""2.#!41B%+7B!&NB!0?@78U@%2+"!,X"#-+"$ M:7`'PCN6O$;O2VVH"^$';E`&S4/'%U@!44`'.QV$+]B!R_2$5XB&N\6!^76" M&]CB''`"'["#+`@")[B#+%`#..`".K"",1""(PCJ-*`"]N6!VV8"(B""+)B" M*$`!)CB#0W`$2T`#*=@"((@"C&2!$O#B)QB")%"$*@B"*YB".5B#)O@!*;"! M&Z"#))"!&6`"!`*%61"$%*@!(3"$7`@&8=@%14"")'B$3[@%90B'M,M&J4OO M+>>_AN"GC1D'7]B$5%@$_S#X`CZ(A5F`!5Q0@Q>P@#/H!&+HAELH!"=(@1)( M`0_P@4&F:CFP@B!(`C4X@RH0@@0V@AMX;31@!$30A4N8`AO`@14@@BX`@B:0 M`B'(`1/@`3K8!$CH@BX8A%.XA")8`AU0`CKH/"&X@AY@@BS&@C:P@AR@`KA= M@B6X`B,0@1R@`15``3(F!5Z0!2J`@11H@SAO!E48!3Y0@BC``U3PA6T8$72Z M:RZG]G*RD++@AEGXA$0(@C;8`T\P!ETHA46(`IC]`Z-)A4'8@O)<`AC(\"V@ M@S%H@AX0`T!@`BI0@S*P\"A(@AV@@ASH@B0@`T=HA480@R<(`QTH@S'P`2G( M`?\AH((CR(-'``4)EP(T,`5.(`,PZ`$IJ`,J'X1+:(,_(`,70.8CF($:.`,K M\'`T((,@((,DT`$=P`$;"`)%B(5;H`3;"8(S2`9G]X0K$`,D2`1$@`1PP#C# MF_9J9_KV:1-]8`=XT`164/8Z``1:<`98H(4Q2($@6`-7D(97@`0B,((6N`$L MH`$IN&DT8('.1@(N*-(OX`(S(($Y<(1"((.4FP$9D((_4(8Z>`(F8((AB(%9 MEP$^#8,O&`1=D(0IV((28`.4&`0=8((;Z&-4,`-$.`53\`3'OP(6H((Z*%\E MD(,RD(,P"(,I4((RF`(,L`$HR()*@`52D`0R^(`S((7_6'`%4#B$'<$#0*A) M<;"CB6OZXD^K1VJT:1"&6#@$-YB",S@%16X%.[#S*7"$6D"%3("#&R"!DEZ" M(0A1JN[6'5CV(%@"&Q`"'-`!)&B#5@"%,%`")S""$_C"8("#%/!I#V`!P3\" M(6CN&@`(4KDN_8C1XXBA88N8R,"B:-0?$52\4`(FA5L%6A>K"(40:7<%VP7&!PL63(3;B M$*%RY`:2*3]^X"@S1H$.//D4-A1Z===IY)YY4Y7,/ M,J+`-QQ!0PLX;#$%(+0T>!1M\,,+I]0.> MG/(4TTH@;5CQA".YL,))%4L04<0`B1N'7(+))DWX$,0,I$3"A!!AS-)'%5"8C(0..;P1 M"B%B+"'%(Z!D8H4*3[QA"R)8E&%(%DE?B%:6/4/FX$\TL52]AQ2/2X$()$CB\L0DRIO@1Q`E*.($$#5,L,:(0121A M`Q(^-&$'+YLL,40:7S@A0P8C>-"$)Y;D`4@KM'PAA`I,E*(*''R8PDL<-IC@ M!`]+S!!!$&QXU)$$$6DLL8,/.!Q!=!!\0`4AC*`* MG.@%'A(QBC,D(04XN$(3>H`$*R#A"$D8@@Y8X(5/S"(6:2"!#_+@#&7$H@\\ MD((A1#$.CA#UXD@AA0$(,:1$$29\A! M%;`0"U/H(0Z-0(4I[/`(38PB"D]HPA'(\(4OR"`&2AC#'0!1!SGTX`5$^$(C M9O&+0*S`=WGA01-N,(0B!`$)(.@!!IJ0BD.(00RIJ,,0B!"$,UAA"UY0PA>T M$(8I?&`+0O\8PAHT00LQ4(`%G(`&-6A!B!2000^8"(?`,D@$)DK! MQB`400IMT$0K&"$)1RBA#',S@@PL@8<<=.$+E"A%(,C0!2D@`08D2$(:_N`& M-HPA#'-`0R'JL(8JIL$/L&.[LPI*)DS)E:SBAZ&!>4>SS"%)5`B"%EP@Q1:@`#_%&B1BV@X M00D@V($36B`%.`P!#3TH7PT,H88>^"$1C;@!!Y;`@EV\8@^)6,(2Q``)/``! M%IFHQ!=>>@0TK,$(]7K.JOMP M1B4`884H>,$6OL"$&F#@!$RP(A5N.,(/L&3!)VWA"4EHPA+>\(,$0!M&*-KB!#GHPQ!FJ_V`#*<1@!V!X@A0D508R""$+0@C" M$7Q``QNP``$(/.B"%2-Q"$JX10RN& M48LY2.$-=`!%,NY1U3VSM\]^C@HV5&$)+=A`$*U(QBK`$((=H&(92+0!"$1C M!"(,P0E1D*`-;A"%,$#"$G9X@Q?N<(@^7$$$9^#$+1+A!#N4PA%9*((68%"^ M,U"A"D@P0A"L<`0LY.`(8\B"&-X`A28H`;$\<,(-@K`M+6`!#5S8015V((,? M>$$/*_,"%+B`$O\@+*$).YB"'V(Q"2K4``9FPX$:X`",0#3A@7Y``Q.`T`,W M2&$+F.K"#DJ0A#_PHA9UR/4KAN&+2C@!#7T`Q3E:.*?T_KGA#@^*/+`QBT\$ M8@QOX`4S./&%$0`!$;/@1!)0L`(C6-`*1A##QEOG!"W40`V4Z$0C)'$*49#B M%%((DB*,80DZS,$3:1""*J7``QYX(0=-<()UC_<##)@`!"$8`0W20&,7G$`( M+`C"$*2[@12,H`4V\,`3@L"#*BA!,"<5#0^LD`0\,`224PB3@P18XP0[@P!F$`BV,PB*4P0D$`2J@PB6$ MP1(@`11L"Q&,`1$T01$8013@`2F0@A'`0!$\0C)H@OV1@2@$`SMPG@QJ%>@( MA0WE@SI`@RJ(P19D@2M``R)(`0G$P32D@BMD_X#LK<`0]$T8*($7E(`/=,$& MU$`)`$$7T,"R],`=1-H71,(C^("E:>$3D-()Z$$4:($2G,`*,``0<(`'R``0 M]$$A;($:O$`*M,TZ_$(P1%L2R(`;@,(I]$(:+`\/H$$5I((<$($)U-(.S$`, M+$$">@&MG<$/W,$5B`$9F,$6P``.$`$A.(,5L8$B1`(GS,(Q`"MQ`%\``"YA` MVH%!%5C0#11!$V0`%+1!(L3"(RQ!!>!`(:""-``"%>C`#PP!"-@!%JP`#KA` M%BA!#^A`#50`#+@!+'@":OW!,2@#+KC!#R`2,^B9YA$C5B*,,(9.-+R"'YR9 M)(S%&'R`#T!"+@C"#U!`#&3!%?@`%[25$63!'`A"'M#!$:C`$`R;$A2)89\*`QSZ4@S?$@B>``1$H3C!\00?\ M@"1PPA^D``L4I`_T6A%@@0]H@?`YPB9D@7'I0!28`-+$@!\((TB,(: MK,`9D((SH*>0,*,$9>((N MI`(:'$$+\,`9E,$5K`$22(`#<``+,$$,=($=64$0V(`,H,@,@,`(E,`.5"(7 MJ$`-!`$"0$$M\`);^(`1Y%9UC9@3E`$:'!5TJD$8>,$?:,(K#$(4B)0.$`$C M7$(KS%,@\$"R9H$9I,%!+/]!J92!+$2"")Q`(SR#,0B"#:S`'[P".%S5G`9L M>8#'/71#+U2"'"1!(R`#'[@"`]B`*1CG;*#!X0WB&J@(&<1!*'!")%A!"4C! M?RK!"*@!$.S`"]0`&>0(C MN(H?X$(E7`$-*.827($XHM$;7(&V3M`'C$`*R$`?$!4"N942R,`+%($(:`$< M1,$D6((K@`(O_()]*0,P!(,Q1`,PO,(U.",U'`,XW$(R),,L*$,K6$(@!`(B MF`'\2H$2S-8&_$`:#$(Q0$,GR,&5X(8)S``3/$$;9#(1+`$9U,`8!$(E:`(A M?`(IW$'2ED(8="(1"`$0;($2B,"AXH`-(`(PS($'G($HK$(I$`(6>,$PJ,,^ M6`[#R7#F$@4,Z4,^<,,O/`(9H$$D\`(OR`$)D$$LT((;I`@0%`$0?,&D^4#4 M$,$=3$((&`$/L`J9(0$01"L68/_!#G"!$3A!MT5!"TS!&!E!#6B!(WR"(2C! M"V1M28D!'BR",>B"=ZH%+Y`#,;2"-"!&D`Q%MQ`9C'!&MS`$NA`!!S!(P`U"L!" M+\2"(/1`'&2"+Z"##05%#1JS#!=S/9`"**2!%%""*,1"(-R`"H1"+=@!#\@` M%#Z!$F1!$%"="11!"D2!&'B!$("`%>#")#A"(FC!#IP<&EQ!%*2$#2A!'^A! M)'3!#"3_)PUH8`V(@`M(P1A(PB1X`BLPPS,$0S88PS(@PRT80S'L@C4,@S`4 M0S5T`S=0`S9,0S@0`S)X@S(P`SA<@S>`PS1,PSA4M"Y4PAVL01@0@0CDP!?` M0;G51AHLPB'H`0V(3`X`P>TD`0QH`BL,PA*XP!>,P0W@@!!@P0G(R`\P@0DD MP@@B/H`!=TKRWT`1.H@2EL`WC8`UF3-0Q]3C\H`RS8@0"+WS"%'!!O)$`SAHQ^='! M(T0"(3S"(MP.MTDJ$."`$6!!#VC!#TC!$QC("43!)>1"H_B!+?R")!1["M&# MIP_X,,F#-<1!4!?"-,3"'D1!&^B"+-"!$+A`%ZB`R67J"/1`)*#")B2W&3B! M$\P`$+S`!`@"BRU!#2A!3L9`"T3!#*1`DL9")YPY%A(!&NQ"*$!#,$R".#C" M0^/",82",31#+11#,"2#P[O]-_Q"+CB#,;!#-]A#.NP).9Q#/NR#/%1#,M0# M/+`#/'@#/(S_PS2<`^&K`C3L@BZ0`2#`0`700!>@0B=8@0ZXP!14@`=<\AL@ MCXC^`2BDPB@$`1ADVA!T/0Q\@0^\@`G`0!<,@0CJP`Z80!.H0B/&\UKV(`Q@V5LG*YEOFHM2@,%R1$P9J(,`?(B2Q@D5H!04>($_TN1,(FL M>'$B1(B5(#.,!''2Y@<0'5[(..'"U<@44GU.+$DEC%*2)WU.8>/7;V\_OW\! M!Q8\F'!APX<1)U:\F'%CP7W[WG-WK!"9.9*"<3K2`I"R1U%4M,!Q!`L3(T!V MU+C!8Q"C-HY,_9)4Z=`;(RYZB#52@L(5/8SB2-D1(42.'C:T#&(EJY:Q7[Z" M73MV[!>Z@ M58,WC9LY:>+0B4:66`Q10X<71&AAB1B.4.043K0@084?GC!BB23BX`&%(7AX M@@D4;EC-"TX86>L*)G8HRH82BEC$E"Y:0/]$FEC^\`*.0J+I9Q_'>.S1QQ^! M#'*QOG;DQYE,QF"!$EI>N<.!+6ZAQ0T':C#"AB%T*&(*(*9`808FJ`"$"T`2 MJ4,55R!I0X@H:,A!AP](D*$-5'8!YHT:,#C@!2@2B<0G8'S)Y1=A?"$&&E=L M(8:8793))9IFEFE&&V2`0<8;:,(I)QMW8"('''*T8>F;>=Z)AIIW^AEG''3& M(<>9<<2I*1INMH%FF6IF002/'79P`84DLN@$'68(:4&$'8KP`H@HP#!"B!ZP MT**&'#Q(@HU#8"GDDBB(Z.*+,XKX88HEK$@EEA]H@.693MA(P8YAR/$+,K[H M%=+>>_'-M[%]\M'_L9]P>H'C"#E($6:.$6@X11<[7AB!!R*DD"*-%U`@P8<@ M=/CAARP4620(&]Y(Q8\CD*`"BB!>`.&&+]YH)!H]S,AAPR\`688677`)U!1? M@)E%%UJ(>>468';I)99?>J'EET=O!B:<<\[!AM-MN,&FGG/:T:><><1Q1AP= MU6GGI'/6>><<:N@Y9AIJB'G&FFD^@461+YY0`HT['`DFE$'6\`$'&(ZHXMLO MQ*A""B%P(..))A!1)8\EV*@#BRV^4`.,+]+X(89$7O$#"#TTD24.&+YXI)F^ M`"M2W]59;SW?O>JQIA,JW,B$%E5.$%5*##(^H@A#3,X`I06,$9HM($ M%32!!5XP`Q,(PHEJS&$'4:#%'GB0!")CD0`5*.$)/,"`$]O012!:8`92 M?$."$I27Z["812TB1A][V1$S)C&'(3B!&)]``PB@H`IV-4$(/X@"#I30%CYD M`A!I*(,4J@`6,_0!#U0X`1":X(0L(,$',DB>"O^*T((8,&$#1X`"&D0A"E<( M`Q7!<(4GH/$*7K1B%<.8Q2M2T0I8]*(7HJ`%,(Y1BUTXHQG`<$XSPK$,>)@C M'/R8QST0F`]MI,,O_>K'/>C1CWK0`X']4(,$2Q0CFCNJU184N=(L2A$?=BC7_+8QS[4<8\)3M`>]9B'/=P1CG3,HQ_VL,<] M[%&.=*Q#'=8XAS6P,0U@M.(/;.B!#F3P@M'0H0YF&$(*CN"%'B1!!WS(12*T MH(1#U*(/8)C#(^SPA!VT8`I0B,(49.H"/.!B##@8Q"Y0D8,;C"$3[$#=%1F: M6]W:RXKZ``J(1C:.<0MPO&(7DL@"$')0@PW0 MH16BR$0/0C`:,-@S#1V3@0JZ<`E@6,X)1,`!"EX@A"60808`1!A$`+'["`%-C2%"U@H@Q!`0`0UF`(6N>B##4[0A#-,HA3` MT`0J7L&)8%3Z%Z.@I"E>\8EDQ*(5NX#%)"M5'60PX_\:SYB&-[93C7*X@QSD ML$<[UF&/'>6#'GOAQSW4D6%^[&,>ZXC'/?K%#P_S8QS;F$8VFA&,9D"C&`&F MA!_LL(2+K>$1K6C%%W#0@R$8`0M+@$(9\M"%%Z#!$I0P`Q*0L`4PT$$-P$H# M$H*`A!G\P`VIV,,,]C"*1\S`!EZ8Q#?X$7$U3YSBB-G'7LPACAA$(1*(R,4" M3N"(530#"$.H`@VZ4(,@#.$#=&`%'7:0!5/@X0E3>$,I[,`",.0`#4*8`0\8 M0(0WG$$:A3C###@PAC98(AFV<$8Q?.$-3R08&-F0!32:T0M>S()2T^E$.68! M36?$AQKEN$8\N.&-=400'./_F,:$(5OP#&,FHQBU:\PAF]2,6@NL&_AL$7 MKD%2K"T;M@$;WJ$;I"$9R(&6[$$=Y&'9\N$TF'9Y,$OZ*$>/(P> M0A`?_]3*+_"!K]IAF9`A&YY!&Z0A%X:!$=8`!$[`"M+`"D!@`U[`!'I`"([` M!G"@!L;@_=A@"3A@!W#`"=Q`#48A#'A`"(R`"VB@!'90$&J!"FR`#_+/!8[@ M$FXAVOSE]\20XN8A'%`A"J"@#RX!$6#@`>A`%U`!"TJ@!DH."78@"(2@"=3` M#T9!$T:!$(J@!XB@#CY#"7X@")H`!G(`"WC`!$`@!':@!%S`"RIA$\+@!EQA M%FXA&H(!&'H!!FMA&'(!%UPAJ8X!&(9!%X9A&(1A%9S!&G2A&J"!&:R!&IZ! M&][!'=Z!'-R!'^#!+]@AV/@%'=9A[KRH'^;#!-7JXB[.+__B"M>2X1F:BAJ$ M81=>@18LH0RT8`J$8`BL(`=LX`=&`*:DP!"@0`J`8"!:``JN``F6P`+XH!,J M@0ZN0`V68)"8X`:J@!46`0B>(!%`P?O:`!/(`75\:0P1,K?XX1V2`12`1QP M@5)N81FB81G`@1JTX1S`08#6X1JNX1[02AW^`A\D:!^,,1_ZY<1,D!S.JA[Z M94?,&!RJ"`' M6@`(H"`,=D`(D"`,+B$47($3T.`*BH">@&`+4"`*3&$4CD``A.`7[L`%Y.08 MW"X,$S(UL>BVFH$3-&$'G"`3"&$%"``/-A M$&$4,F$2^``/DN`(K*`*$A,)X,`3#`$*>6!C&.$08@$-($6NJT9:*T;L@$X>VL$OYJ'8TF%4K.@>1.R7Y&$H$:(@4Z:D$83@$0 ME$`#,L`'_]"`%?Z0"GZ@"%A`A9S@!H``!W!`"/;@$DXA%?Y`$/S`I>!`"[9@ M"TJ@!:H`%>S@`50`%U*!"23@"'Y!&TI0-9E4BVQI$=C@":@@#A.`!1@A&1@A MB%:`!\C`!XR`"%P`#'C`"%Y@!D3+#TA!$XI!"RHD"[1@`VI`#B@A&SAAB4Y` M#-(`$Y(`#/B@-#:A$CKQZB*!?69A&2R!%ZIC&%:!&YSA.73!&;"A&L+!&^2A M'.C!//"*'.[A'O#N@?@"'ZKA+_:.+\)R'N1A+5%'PXC-',!A/\BA&GH!4%R) M&`0A"\3@!]R/$G(!$J!@!(@@"I:@"93`!N2`!K:@$5(!%NC@#?^2X.;(0%R& M@`F.0`=BP`,,81>0@`3FH!?:(`%D(`UXH4G%=7509Q_H81DB80:*8.8D(`.\ M`!DV`090@`::X#:8(`B8(!$*01+<``J<8`$N0`.<8!2V)":7P`0>X`72`!=L M01=Z(`-$P`U:019NX!'\@`E^P`M@`1J(81AZP1Q:P180+QUN81>R[AR"@1JF MX1?8H1JFX1F:(1[*81EV,1[*,[1AU9![T@8)\=NX>*-CZ M01[LH1_DSAK"81JJ@1JDH1MRH1MX!A70P`E2``JT[!3<@`8XX`2>@`QTX`:D M8!=PX13N@,].X`@P`10F805^@`LHIP7_9(`&K.`7XL`%<``1+($)>D`./N$< M4'-<#=='(",?KF$7'D'H8&$'.&`#WH`5.$$))L0*M.`*=$`'UL`12L$4-N$, MIJ`'8D`LS@`*0@`+OJ"(*N`%[@D1O"`&?F`+8J$4[L`*BB`-VB`+U"`4:($7 M8#`75"$I($8OD&JDF$;R$$8LL%EU\&!Z$6M/O##V*$>.C7X MZH4>>K$?LJ'OR&."\D$>MJ$;PL$9F`$9>$$83`$98D$5BF$4&.$(3H`(SJ#G MSB`(;E4X>A#\3@!>(`$3J``GH`$X;AY&!`!;2` M"U2/"/Z`#+H`#QHA#KH@"-@`#9A`!TC@![``"29@!6!`!F!@!F0`"53@"`Q! M$P[!";;@"JA`#:CB$3QA%W[A%I(&&88!%XHR.S8B%[C#Z79!%U8!%FY!&8`! M'*Q!'N)A'?C!BN@!'=ZC'M2!E^Q.'N!!:-\AF)8M?%%,'^2A'>)!@NPA';RA M&]X!&I2A%XQ!&*R*%%:!%5ZA%SC!#A:1!WK@0UA@"[:6;K-`"`@!#Z#@!G*@ M"K)@"ZA`"+;@")8`"'[@"L`@G#:@#%0A$5@$25R@#=+`%.Y!Q1"JA/^5.3'Z M8AYF885.8`JP`=V8`KVX```[TH`K0H`P@X1:"H61[(1F" M019.T1F,81BH81>0H1A:@19ZH19N`1F601G0HQS*01RPP1PFB!X4V1WRP1[@ MP8OJ@1W`X1O*`1O&X2!WQ![T81YLMAGU`1[>80'%81NDH1:QH:=SH1J(`1<$ MZQ7^+0-2``=H8'9'8`.88`E6@`BHX`IV0`9ZH`20<`=>H`540P9^8`>Z8`AP M@`6L`!9680D`%P)H2W@`)KH`& M0*`#FL`.)"$52F%J,T$2XF`0"L$*0@$96B$9?*$88H$6=H$8/*$:=>$0-L5<&$7KD$?S($9<@$8K@$=O&$;/,QFUX%4@VG$>(T>Z($=OL$:N*&11^Q! M^2(>YF%'U!*YP6$:IN$;CH&47,$96N$6AJ$6>L$5"IH1PF`(9$`'<&`.`H$* MNF`*CJ`(Y"`)Z#8*QL`&D$`+J&`+;B`,WD`+SH`&P$`+N"0(\B`5C(`">&`( M("`"\K095"RN.?PQ__JA'=0*$42A#Q@@``!```)`":"A$:P`!S@@L_+`!#(@ M1AWA%O[@%-)`!Z;@`\8@"X(@"CA`"5Q`"5C!$WK!$)1`"2)`!#3AME9@#[P`%$S!%J#!%IKA$EQ!%Y!A&V3!%%I!$K(A$GA!&I0A'(8!'.+! MML[A&)0!%9YF&DR0';CA&\"A'V16'[0!'#K,?(\Y[XAQ:75$+.-!'$(U'-CA M&IS!'2P%&JYA?:>!%I+A&)H!'#IA%VJA#LH`!-Q`"=X`'`[!$VB@(&+`#(1K M%O[`$1""$?9@&A:!#[P`![0@!WS`"DY``K1@$1AA`!(```A@`:R`$6+!'?^2 MN\H!,X(13:@`FN8`SZ0!%0H1B.(1NLH1J0(1-$ MRA%B@1X1YPH1<@X2%\01AR@3F((1J(T>[8@1I>016D81G` M\H'H`1ID81GPAQL^;*T0BBV[@1G*`7U[`14X(16FX1Q$8AEB`6:)H5)PH1E^ MP152@19:01$XR18Z00V>(`/@@!6,H16PX`APV0:4P`W@X!$000M$P7%$O!8B M`0J(@`0$8@:28`3`8!8R80<`(`$"P`"6(`TL(1[_WEK921AH\P$;:.$,%@`` M"@`!`F`&7F$5\F`!:.`*G`!%<$`'L(`(7%<.`($12N$3+&$-C)@&R%0"*(`+ M+.$2_$`'<@`*%&$2:.$9\K,9^^$:3J$5$H$4@$$23J$78,$:Y/X>UAL8J+(9 MKH$>S*$X@$>G`$62"$::D$6M('O.A4P\D$"$62($7DF$8:"$:GH&,/?$59$$5@L'DSV062L$69$$(3,`)#J$4'*$, M="`(=N`&KF`(GD`0N$`%ZH`0`,*.I5V4NM"P<83)E25.=NP`0TL)`@4!"H20 M@LD;OWX<.WK\"#*DR)$D_TN:/(DRIL&[1K[=:!JU9M6[Q['/?=*]=,63E^])[I M2G:,%2YCM;JAZ\=OH[Y^^O9AQAPO&JQM]O#A&S]?.FRYELCSM@J0EA0XL6+KPL&$#A1,?0'0\*9+`#*I1N!Q=L=%B")$K3Z14 MD7$BRRHX'@@`"`#AR)]G^S:O?`\_OOSY]#OJXT>V7[A*JNB`^`%!`#,48DP> M0?_00$0508`A1!).P#`##RH$L<0*-L!!R1(^5(%$"S:XL`(,3ZS0@A`_]/$' M(J[8@DLPW9`CC3S8+*,.-HG\80LRM]RB##?B[++7+KT11/=+4HLV8^SPC#"G"V`)+ M++#XLHLRO_PRCSCNT-.--Y](=@LPAR`"Q0\VI!!$"S3P(`,96U`1A`](_.!' M+:1L8D41.S`1!0]'J,%%$C>XL,0DC]B@``4`5*!#&:1X5E^LLLY**TJP( M`@PSSE!#S2R["#,.-+($(P\_\C@S"]#",*.+*+/8PU$^W!3B"S;'-',+-?9Q M1`\]Y2"CS>KXT$.8.N*H$X\]^=BSCS?"%&/--MY\TTPPP^2"3#'1R#-/\.^P M\THRZN,BC%WPX0DA<``.-I`&-MQ`!C90P@YTX`=@K,(/*U"!!(1PA"^4`0E. M:,('FH`$'X0@":W@P@2@H(D=E*`(EF@&1^!&MQC*<(;-X\@WPJ$)*DS@"J,P M00;ND(M+X$`$+YA!<5`0!#D$8@]7*`(@+%&(,[!A"#A0@A1T,`,ST"$/J:A# M$ZPPA?\?V,$0=3@$+YQQC&!`HQC8$,<[-I..5[S%&,BHQC=\T0MC%$,8RJA& M-\RACF#4(G[*8(8K8.&,?AR&&IU@A3%6L0J@,6\C,*0'6KKAC%VT`A?FZ(8[ M.+*.9A`C&+_`A2Y^$8QD[((7RV"%+83Q"V'<8A7+D,<]I$&,48SB%J%P!2O\ MX(4CB,$-DC!%*0B!!#]T`0=D^$,B_#"#*!`A#&!`0R(`D8DS3.$*84C#$5Y` M`T6(H0=N6(4)(*`%1;#B'!Z!(0W?"4_YP*H>Z-@%,(B`@3J\8FV@$,8=2+`" M'AQD#$ZH`2"\((04&&$3H8`%*RY1!2$@:P<4&`,JAG$*/##_80A2\(,D\,") M5"3C&W>!!CGB00_,\.,=Y>"%,IS!C-<]@Z3^GB7+7@A#5STPAKJ2.G(\,&\%W*$&<\(1BZ<@8Z4;F0?P"`&+9:!#%X$ M@QG9@`8UKL$^92`#EK'(!3=P>0Q4IN(7M1"%(^+0A!?4`17,@,4@9.`#)4P! M"4SHPA>`T`,AW$`(5O`%*_C@!R$@`B(V`0DI0,$(_T]P!"#P$`E6(",;.>71-+(QCG2D%!_) MP,0M?%$,:/R"&2Q#7'\HAG?B,?=I-H/;C2C&:O%Q3*FUPQG+$,8TV@& M*Y&!C&CXXA6L2$4J7*&*8H3"$JL`Q!18\(1/Q`(5=0"!#)``A1JHH`A&>)8. M<,`#($1A#8!8`PJ><`4:%-$&K*!%$Y;`"S5<0`."D(0Z2HO:,(OY(_OPC#NN M@0I>4&`(P&!$";I0B41@0"I+@,(->)"$+[1A"#!8`16J,+8^C($$-)B#%S"` M@2#D`1!8J/_6#]+0B%7\81'?($4M?F$,=#C2&L]8QSHZ$PYK;*(8R'A%."Y= M#640PQ;44(8JGD&C./$#'<9X12:TX0IHQ((4[7B&-G:1BI4IHQ:E(,V;1SO`H0]VD&D?^6C'/,9QC5#B2-5HG3G$`0UW'4D8PZA%.]`Q:VEPMQN< M*4QAW`$.;;?C&MX(QS6XX:5K&./RT(`$+$JQ=UC4@@^?"&(?L`J]D`JP0`RUP`BCP`H5&`V;X`K9P`SI0`WRT`_F4`VB MT`NMX`K$X`OP\`JH@`RF<`[/H`IQ``FUD`F_(`JBH`ES(`B08`F*X`9L(`)$ M<`,IP`,90`00D$4C$`6C``FDX`J($`=&4`9.T`=[P`-3(`1J4`4OD`-`@`A> M\`"DT`HV```2X`:Y0!B?`8G3)XDQ1";M@`M;4`$JD`>@$`8;4`FUT`8J$`-2 MD`-"\`0DH`(T@/\'JM`*I?`(B2`(?!`&7:`$3@`$(6`!+Y"')J`!&=`%=0`) MB$`(FE!ZJ=8,TK`,(\4-WW`/*94SOG`*R&`,0F,,LK$+SO`,:J$,EK$.S@`+ M@;)'TL`,TU`.]L`.;,(+IU`*GG`)F8`*FP`+KP`*H3`+EL`)AK`*N"`+KO`* MFK`*K"@*L!`-^X`.M5`+MZ!MPG`,Z8@+=\(+K$`*G&`+Q'`,N^`*I,`(H'`' MCC!C='`%5,`#*3`$3F`&+/`!1&`',!`$BD`*=M`'7(`$1(`$?:`)BX`%4C`' M<*`&31`")0`(CW`%)2UDKF<$/[C`,=M``5"#_"X"P M`R+@%D8P=$>0!"Z`!"]0`B3``XWP"(*P"8Q0"($@`U5@`U]`!"EP`U+0"6PP M`S%0`FTP!X10"73@"9Q`"L9@#='@#,H0#*JF#.;@&7CG("\2@#,)0#6;U M#>P`2.=@#M1`"[80#-=P#<]`5O>P5?40#^K@#+K`C[40#)N@"[Z09JYP"::@ M";$P#*PP#+"`"Y<`"J>@A-3`#MBP"\F@#``AF@"+A@!3*`"W(@_P$BL`B](`[/IY1,::"Q,@_' M8`N)``%8@`N"T`%+8`MNT`-`0`5CP`-(H`-!0`4HX`%0H`0^(!Q-$`5)<`(^ M0`0_8`1=@`BF``AI$`,X``5P\%&!T`>"8"G!0`RZ4`VW0)&YP'@=80Z;\`FV MH`JZH`J5T0LI:`[G\`NWD`N:!`S)L`P,R`OK\$+V,`W74`_0X`O6D`K$0`VL MH`S#(`R\L`KIZ&ZU@`NXD`I^B0JA$`QUH@NPH`O&`#3)D(/&@%[/8`NC8`OV M@`Z^@`S@T$J.T`B1<`F>L`JOL`J/0`4U@`:@L`NQ4`E"0`-2T$1*@`,W\`%! M(`5*\`1"$`0Y<`-7X/\%_08$/.`"==`+9(`"O=`(ST(*KS`-9`)F!ZJK\$$R MLI0(#+`'X8`()G`%Q+`(%G`#):`$2I`#0Z`#0%`#!X"+2V<#+Z`##]`@/!`# M)\`'J)`*R$`$0<`&6J`'C.`)C(`(??`(O/,,VY!B[A`-US`,&]$PXM`CCGD+ MR*`,VQ`.W6"HS:`-MF!'V*`-U9`.XI`.[%`/65H,[C!YWY`-T=`.[\`-J>`, MW3`-R8`,S8`'GJ`6OA`,I[`+!R,*NK`,Q@`,NW`,S@`-SO`++;L,UX`-LI`' MX%`/W."8W$`+O%`*?#`)=+`)MG`*MH`'6=`=]*@+GU"J1J`&:R`$2T`$*`K_ M!6]@!53$`ZJ7!E40!4IP('(0"X[0`;[0"DG0`6OP!XP'*Q>VJVL;'_I@#IB@ M"FQ0`9)@"WX``H&`#'`P`3!`!650!6EP`SZ04&5@`T`P!":@!`G@`DP`!&Z0 M`R4P`6/@":.0!V=0`C'Y"+OP!GNP!WDP"IX@--`0#[5@"LPP"^20#!UW-[IP M"[S`"=3@"ZRP#:Z`"E&8#+Q`5=IP#+,`"Y[`#-&P#/6`I?W@#O8`#^!`F?00 M"[B#"=3@"9%P"Y?PD*80IK"0!\Q@":.0"Y!@#4S8#)Y0"98P#+W`"M0P#=M` M#*\`,^`P#YVY"N2P"[E0"9/0"YXP"X;0![GP![[P_P,LX`-AT`QPP`9)@`%? M@`1C(`0?L`0B$`,W<`%#\&.&X`$_``0M(`?W=P%*T`M>H`&B$`E"$`%4T`G, M@*L%RK8G3!+\H`_J,`J!<`9+P`K),`@K@`K3P`<9``1*5@1-8`.)!0-"@`1) M,!4V0`-%(%U)T`5!$`)%,`5:,`6)M02(``F#8`B'<`A[,`FH<`R_HPRO8`N_ MD"/.0";Y<%^M\`K!(`RK@`J9(`J=(`O'H`W9@`[AH`W@X(*V<`FVD`O3P`WA ML`T[(P_FX`W=D`W!4`B#\`BAT`F%@`B2$`B74`FG,`F7H`F'4,F`#IG`+;'`!.O`"5H`XXJD# M1G`!*K`".9`%*5"X.8`%+!`$,B`!*Z`!*F`"(4`%/1`(?Q`'F.`*G;`):\`* M/G4.4_H-S]`[*0,KV^#%R+`,O0`+G6`,Q[,-[&"$E(0/V5`,K#$+T.`7RA`- M^.`,V?`,SY`+P*`*DJ`)RO`,UX`+5<,)D:`*N:`(G5`*H@`*D;`)KU`*GZ`+ M<6K_):80"DS-"J^0Q^>0&,Z@#F7E#.JH"I#P!XK`")J`"9VP"'A`!RS0`2;@ M`R90`BH0<'$0`UG`"9?`"J`P"JC`"I_`#(50!$Z@!$CP!#BP`C7@HB/P![3` M!B0@!%9P"X^8&>(LV24!#HH`!C'`"!?I!3]0"K%@!!I@`SZ0!D#P33IP!#.P M!$,`!#Z0`]ZR`U.`$$.``BG``B$0`QLP`T"P`W4@"'C0!I00U*"0"B<+N_IZ M#.Q$#Y34#]U`C[BP"ZP@"]C0+]/@#O/`#O;Q#M<`G+Z@"K9@#VD`K>F@B6,`F(T`J4\`FG0`AFX`(.0``IX`,7,`(MP`1E(`-B M@`JP``M1-PIXX`:4@`E24$5,X`(Q$`,O``J/P`)8<`J4(`0Q4`2VD-R.-]D] M[A&>(0^W``9$X`CA/09&8`NT`>H(`PN(`NC0`J4H/\*_P+3W=`+P&!5S^`(?Y`,**4-PV#HR"`+ MK=`(KRD(G(#%JY#)DS`(6D`",B`#30`'-0!055`&30`&:]`%8"`%@%`(>F`& M6$`'1W`%9A`'2]`$3%`$BR`*2I`%H[`)7E`#*9`*\$!:D>CCD\T/X*`)5<`! MCD`,F$`&-3#B.V`"-@`%9=`"1[`!19`%$/`#6Z,&,G`#+/`"4W`#5G!T0^`% MCC`).=`&/9`$62`&G$`&@$`'?W`-H!`+Z#`,V+`7Z.!'SA`P'%$/_O4(V5`- MN)`-MS`.2LD/X=`+KC`,X5`.T0`GOU`)TT`+TQ`.TL`.J%P-P=`.A0X.UP"O MVS`-Q_#_#1#["DK-",40I=\@#,ZI#-K@YXS0"ZOP1VHW"\Z`#;0@#:YP"YL@ M"*X`";$`7;D@"LF0!T,@!#)@!H5@!UW@`3H``QSE`G3@`D-P!#W`"FP0!'O` M!1#<6"$_0!*>@ M"5`P(4T@!E'`!%E0"(N@"$S``TT@!VAI"$=0!6C`!$&0!8Q0"I#`"%CP`V)P M!6IP!U9@!WMP"(3@!XAP"F1O#,=@#<,P#<:0"M9`8)XQ#[,@"J47>-PP#TV" M&9NA,_E@#;^P"^[S#-EPIL^@":J0&-$P=]/`#,0`"\?3#->P_U;3H`W6P`UH M00NS`!"9!`7RYY6?/F!1IN#B)2N(%F*'WJ`8 MTN3%%1QO8DWJE25'$26*8#FB`B1)C155+AEKM2?*$3!0G4ES3%4# M!FU;N6W`R$TS%@W=5*GJ7E5Z):V;-VWI\NV[Q^X>O=?5T)F[5@L5MFO89;_*Y*A]WE(F%E6W` M08><=.IA9YEPE&&FE6&&^>467FRIA19?BJ&FDU2.@<676X1Y5!EHNJ'F&4*Q M(<986YY1997 M.B(%%`LU<:60,ISP025/Q!`B!B9^X.&,1V;Y9!`P>C@B$3_*$**(+IS8`@H@ M=)AD%BU^@*481G0P8Y?3]KE**AGSU7=??KVJAQ]X:.%B"UV4P62(+7+APPDB MC$B"AB2@T.*.**BH`Q1*J)@A"CQ\X"$+'VZX`8LT[()!!3"R\((2/@;QHX]" M[D@D%%J<:8:883_T"ZH(28 M4!YI@Q!/#BD&F'2VN>:78*[9I19DK"F&E5E>^8042U0Y15E'0ND[#BJPR,$* M-Q9\08L9EC"#"C;NF"**'X38(HPJ;/@A#2/JP"&&(/X(Q8P98!E&$A["F"6< M%?'M=WCBBW\Q'52\"((59(BX@H]1)A&!B"*:F$&#PM@PP@(M$D&CB`>(2(2% M'UX``K$<6##A!0]TJ"$-.?RP98\Z')'#%T`"6:8:;K291AMK7`,;@DO&-MHQ M%7MU@Q+*(`8WE'$+:A""%KWXGS&400YOA",;O,`%*7AAB5JP0A?`Z,0U"`&) M1V#B%8:P!"@^`8U3A,(.@7B&,8C1C%F,HO\-:^"#)3!!B$$4@@Z)`$4PR,:+ M3BA#%LTX129B48IKB,(7LG`$*P:!"DX@`A2;`(4@W,"%)K`@!F.LP15^L`,T M>*$(-7@"$E!P!!O8H`PUX$$4U*"&+5!A"2CX!"?4@()-8$,//3@$(9C!(N,E M4I&+U(J]X.$*,EPA%,X0EQZD\08DX"`(4,`!$^RXB49(HA*C>,0@/"$).83. M"T=H`0A@8((,M.`"(LC"'KSPB#B,PA%Z0(0E!B$)6TS$.M%PQC2*L0UID(,9 MP+-7/M*A"U90PQK(,(.\8E%`"$,AQC%Y&(AB5#\(A.I MZ`,M;&&*6\#B$[@(QC,R]8M>2$TYD>@%)DJQ"DJX(0&$4L6BB*5@1BD],0A)!D(&" M8``$+42A!3=8@0R<8(=&[$$,>\@$'_Q0"40T@H+'D$8Q=,$+9``C&+P8!BYB M$0^J]$,@$,,C:BUW`(,JI"$ M*G"A"#O1`0N&`(8E(,$)2W`!#[ZDA"C(``*/Z$083H`*:MBA"XI@Q#:P@DBG M1EC"92G')JP`!5=0(PQ`B,,NVF`"&"2A"1NP`12PP(8J.&4*1W@"'`!AA18( M80B`BVH$!QO1L`8V0/6,WSI# M&_2(+#M8L0A#=$(3EMB$("CAB4"0X@]Z,,0IIO^1C7-@HQK#$`4PHK$+86CB M%\(`A2Q<<8M@R"(2F?!%*^;`"W(X@QK@X,4HYI`$-DS"$Z8(128ZX0E.5((2 MEPA%*QQ164F80A.?:,0F2%&*2GCB%);0A"HF08I/.,(,7*C"$Q(!"S<`P0=( MD,(4N$`$'>R`!E:P`A.00*4A!,$+4$!#$G#P`T68HA`K0$4R^&`&0H#"&RQ" MI+TF?&UL@(0H!@&(5DQB$XN8A"\> M(8I'9((5E2"%'3IABN5NXIW`_,,F,!$).C"!"F`(13,>808:Y``)0Y"I$*)0 M@BV""'?@!&D`$5.@"&4@%9W@#)2`$1)@&!*(* MR:,\*XPP?GB'52B#-%`%<`@#%F"#6\@"FS("(."`*(@!'>@!%P"!#M@`#K@` M)0`#+_B`'L$!"N`)4<"#(,@`%6`#/Y@804@A03`%0/]8!5"P!%J(!FTP!VW@ MAG"0AG*HAF^H!F)@AV[@!G7(!WY(!UH(A#^(A#2`@S3@@RE(`T.H@S'8A&;0 MA4/@@SN`@TN3A5B@A%)8!#D`@SZ`A#"P`TO@@TAH@V@8AUHXAFAXAW/`!5O8 MA$+@M5,HA4M0`SAH`S7P`T!PA$$(1%*`0VT`,_L(,],(,^((4/!`0R@(0TZ+1%0`1`"`4Q:((W^`([P((S$`0_ M"(3C"@95H`9A&`9R``54,(0_$`-41(,]@`,T",9$.`I/`(2S&055<`1$V(-- ML`,^:(0[&`5-D`19.`3RV@5#T('O^0$H^(`A^``5\(`)F`,3R`(]F`-(H(1= MZ`1"P((-D(`9>((]&`(CF($'Z`16^`(2V`1N2(,4J`-=D,)^N(=;L3:-O,Y$ M0@=._SB"*M@.1-B!+WC(E40")(B!)%B"-.!&3?"$8*"%3V@%6&"$'O@!(J"" M#8``#U@?']B`'M""/:@$K0D$S02#)@""*M`#(2!-]]B%;-H%7&B&:-@&;/"% M6<`%:H`\=K"%/GB$2-@$5M`$1F"$+;*$5>"$0V`$/"@#0NB$-%"#)\""0^B% M+:B"P(J"&9J#23@$1:`?5)`%56B%6Q@%/V@#.\B#-8`#0Q@%6]`%(Q*644"% M5S`%6KB%6\B%##R_/."#0A"$29@$4.`$0"`$$,4#+9@""NB`=;,!']R!(IB" M,2`$4ABK4M"$5Y`$+UB"(=A+,<@"&/B!1LB$(GB!57@&0/^`KU!X![/`3D4U M'G[0SB<``UDHADC(26'8@RN``2+H`AWX@AMX@E@8!4;X!$C@@R-)A"L``ALH M`B:P`1>X`1+H@!"(`!H@`SV(`T4(S4_X@C1`%SF``SA@!%CH!3>SAFSP!E^8 M!FOP!G6HAFPXAFD8!ZKPAL'0`_#SA%18A%F@!%2HA8XPA4PXA$G`!4,X.$W8 M!5/0`R`ZA3S`!%:@`U-H!!"L`TOH!#CS!50X`S%8@PB,@^53AFWHAF3PA6&( MAF*X!FL0AVY(!W*X#E&XLD3X`SA@.5<0!4#@!%G(A"\X@A[@`!<@@1!8`5]; M52BH+D%(@S0H@SN8A54(`R>H@2__L((G^`$2@(%-X(0L<`%8N(8Z>((Z@(5\ MD#Q^L,Y%'5H9X0=^H(9$P((H,(1E(`06R().8(04B`$HR((F\((?N`(ZX((< ML-4K\('U8@,62`(BF()5I0(F.((N.`$@8,Q'X`-(6`4\J($4Z(,FL()'((1- MT(1'0(9C:`9O,(9A4`9CC(5F."UUJH=\B(=MN*Q"<`55R`59$(56``96@`55 M:(14(`58\`1;>(52<`58&,=32(56"`97&(54"(59P`1,4(5(D`5<\(550(1* ML`(NO`.3X`5>D+)D:,4ELH5K8(=.609H4$94H(13^(,_Z*5,F`1*F(1K+8(> MT($7V((V_W@!$W`!+3B"#"&$-6@"'H@!%X""+1@$.V`"(^""*-"!(<@`%K"% M1F@!')B%9HB#&*"#8["'R"):_\T7>_D&0("!+/"%8[B$'5B"6M"$&6@!IT"" M,]`!%;""%"`!*3`#+``!"`&UY`&*GV%7G"%6?B&>$9.F``=B(-+>(9(.`,,P($H8($=F`,_ MF`(56($)F`$7Z`!`Z`,?N((0*`(H@`$6R`%8$`0'<(-DN(8U>(`A*(85020( M\V6\_HI\^`9*D`(G8`1?4`4H$(-<((46L(&(P=,:<`(&,P1`N`5.^`13^"XT M.(,(V1Q#4`4+:0,8@($QZ(,^8(1+L`,U"(0VV+-4X`08Y81G<`982`9CN`5G MV$!MB(1+6(55D(5E4(9W&`>KV(=V\`8JDNPZD(-5L(1G3(,MR(13X`15T`,I MH(-02(5/*(4P_^@#:&2%0DB#+Q"$8,`42B$A)*%4%`&5'@X M5PB&6)"%6B`&:&@&92@%6$@%S06%'0WM.2"$^7,$.[B"%U@)5@@&-Y`"+CB" M,F`",X`$1[@$%ZB!&!""-0"$.;@")DB"*(@""<$"4F@#&:`#6T`%H;(!6(`P MH*?3B'))2"1]B%5_""-+@&4HB"#?"`(#B"(U"!("!G3]B%0D"%54B$ M4XB#,F`!(9`"$:`C4^J`''`!)"`#/OB%/IH%0E"%.M@#0=B$5C`%3F"&6_B% M7/B%9_AN2Z`$91`'=XB'>]`'><"%4^`%1S""/_^8!71` M%1_0`F%0!FZXUS#H!610!E)0@COP++QQ@BOPA6JP[TU@A$BX<"\_AF3P!F_0 M!6T8AF4H]6A86&80#YWA75,@A5.XA$Y0A-S\@T=(-46X@B`X@25``T'0A"U8 M`2$@@RR(`1](@TJ(!5'@A$N(!%C@!"X(`BM(`B<(@Q:H`2AXA3UX@4$@!E*` M.RM0AGZ8C?YM<7+7BGR(AD7H!#1`@EV(A2E``DWHA2/0P1_`@BZ@`C&``SW8 M`S(``R?H@B*X`CN`,1L`@BP0@0ZH`C-`@5EB`C^@!5Q@!5$`5E*X!#.8@DM@ M!5#(A4G`!%LX!55(A5KP5DF@A4J+!$4X!5+_\`7)10\PU@5O^(8>M80>N(1A M\`5IV(090(-;Z(9HF(9%<(-B4`5MB(4K2(-58(5K/3EO\%=<\`1'Z(,TT`-/ M0(930`7(/1HE2@8S+H=HR(;=KH9<*`99X`5:L+.(Q@00K4E,V`,G6",18($C M@`(9,($5&`(M&`$10()!C`58F`5=X`0X0((BP($:V!P:D($JR`4P8`)52`97 M0`,.,X=Q-]IRO_RK&`=;"(4QB('F(0< M!04_\(12$(5=0`1$__`$FY]7.A"$5K&RE2B/KLL,:)E:56M4ICFC.JTR5DH2*1Z4?_C MU*J3J5ZC@FERQ`H=NVN[-"UQ5*N7MD]VWH`B!LH7&RZ8##VCE680H5C6J'$# MMLP8,E=]5L$I14D6O%IZJGC2-NG7*&;/7,-)' M(G^$8@HCK81RB"-_,.*():X00TDES%2#S"./[$+_#GNEH.),/?V,4TL=120R MRB_D)7%%(;.\4LLID9!B2RVYF'+,-]M\8PTQS!1C3"JFA,)')&WH<@1"],(8M>U,(9SH"%+H(ACF:0XA;* M2/^&-YY2CV:P@1.F8$4L2"&-<(0C&]#@QC:>\8UD8(,:U-`&-[21C6V<(QJU M^`4M*M&&15A"%77(0S(0,0@W2"(4@@"#*L!6C61X0A:T.,4J1N&)4FC"$I]` M"!\.X88V".(,45@"">2`BV7D0A$V:,$1N@"$&9`"%90`!2@,$0A)!.(.51`" M%;:0A![\8`1,<`4B@N`':.1";WU0QO`*:C'.AS1A"+@81>Z0(,5 M>B&,+,"`"T100A:"`(8]&((.5>"#'A+!BTK`XA%K>$(+O%`$(3P"$JG0`Q*. M8`(J,&(2P"!/*CJ1"$)8`@M2`,0>-I$*2#0"$YQ0A"3_3C&)56"B$\(HQ2]P MX8QR].$3L(C$-+J1#7Y\PQ:#D(0M4O$,:3Q#'+P0AB^0\8QD!*,AWU@&+XQQ MC&`\HQGEE,,>]*`'5Z!"$'@8Q28`X0=%/*(3>4#%+%B!"TUTXA&4:,0?.*&' M1NC!#HJ``QN>\`4QG*$18GB"%4QPADW40A9C(((,G@`&&^Q`#EQX@AM8T0E, MT*(5N]""$9Z@A"DD008W*$,IV*`$5.1B%%G@@"&X@H`4P+"$(*O!#)&KPAE`8PQ-)*($8%AG5!T,81BG2ASM@T8E`>$$5SK"# M$`JQC#.4P`9)F((3>$`$,%`B%IVX0QFL`(0@$`$*8NV!$C`@`ASN\$0B#($(1)R"%JGP!"6*(O6#$*/#R!"`VH00M^4`,-]*`)*A!0$6R`@C24PAI^H,$1Z,`( M'6R!"S/`!'^B`!#:XPL64<(,H$+8SS# M&;\01J29H8UG"`,6Q=`%+[1Q#$H<`A*K*`4H=A'`690"@*N`!"(N48=30$(, M68C""E1P!!X880V3@%&#Y@"F68H@16B`8JEH"`'X1+"C[( M@2,:40@N4,\%-*!!#9;@@B-\`0@M_SC!!WH@`A:DX`@IT($>,M$(2NRA$9Q` M12V,,8Q4T`(9L"!$&=@@"#]X`A**2,0DXM`$1^QA#H&(PR=(\:9)**(1:2C# M+*81C9;S:AKIP,8UO-&,75!#&MD@AS1LD0E0B,(4MVB&+ZQ1CF=T@S9H`S5@ M`SJ4`SC,@S@4PS1H@S%X`S4P&BG4`BHD0B3`PBEXPBE8PBFX`BF$AB<(@B;T M@8LQ00XT`13L@`S`P`T,P14@00KT`!($P0O<`!2(01Q0PB#HS1"DP1D8P12D M0!W0PB%$`2D\0R.8`!F``C`X7A,VX5+D0SA\0AC@0"0(`RM4P0K(@BUP`0?4 MP!:H1!7H0/\9;((D'((5"`$2])T/U``/\``<8,$0[$`$8`$<(K MF((J1(,LW,*H5(,CQ($,H(`=@($?G`$,H``*!-@/%$$,4$&$O,`*^``=2,(L MG,D8W,`7C,$3\$`*5`(H)`$2\$(T;,(&E`$IK(,3(F2U0<4^R`/_+GC!%/B! M+!3#&I"`*PA#'X1`Y@1!%^3`$2#!&:P!&_(`"/P`$=R`#0#($,S`#\#`"FS! M)LB")10"#L!`#X#`%,R'*1@#,^A"+XC*)LQ"/=&"+=""*0@#L*0"(7P"*$"" M+=!))4@"*FC"(1S"*6C"(J#5+IB"(^@",-R"*-0"+5S"<`'.*2@#,A!#-[0" M+R##+YB#,=@"+NS",1SB.4Q#+O`"#-S0#Y@'#,WB#.71"*[1"=I5",0`" M)XC"*KS"(V0")83")R#"(E`!#YC!(\B"*3S"%X2`$)1!%L@`#1"!#Q2)#S0! M#P1")E0"&LA`&W0+&-A2%V1"(*@`%_R"_RX<0@R(`2V\0T+Z9H0MA3L8@R/P M`1%<`C(P0@OX@3!P`A>T`!/T`!28@18H00[(W@D`@0O<0*/HP`C,0!`TP2-Q M`*ZMPBR4@1"(6Q!8`2'DPBJX@B[DPC&L@BK<'S(<`\J)0M;%30;V3-T0`S!H M!BC00B?$PB!80BCX@2%@0O((J4,(G<`(K M:-0F!,(G>,(L0((TLH(M[`(KU((F3&8J$)Z6Y0*9&4,L4,,O0,(B]`'_S$(P MM()B9D$B>((N$(,FR,&UC,(MC,(C<,(D:$(FC`(@U`$E9`(FR,)%L((GI($8 M",$(]$`9@,(E;`$1I`$47$$)9D$26($4&$$-X,`+U-(0_$`.9$$84('_D6`` M*MB"%[@`)"A#)H32&D2#@Z%IQ@[/4XR#.B2"'ZR`'4A#(8C!"@R"-,#!`L2% M%MB`#.#!`M#`#]P`$T2`$]A`#$"!!#2!]$B!"HQ`#(S`'#P!!Y@``[!`$]BB M';`"'&P"+&C",-""+PB#)P1#*81E)7C"GQF"(;`");1"-I2"<)#"+I!")P@" M*9R#;L%"+U""&_0",`"#,H!")WR;)OC!+82"*`"K-/C",8S#--`#+8S"&\A! M(GP"-]C#.2@#)DS")ASB,JC"$AS!&QQ#/#@"*K2"366",&"")2P")Y"")319 MNE[!%MB`"01!#_A!'D0!#CB!&Y#F>^UI%B`!_PX4P8^LP`E<01)001R@01*@ M@!#\@I5:@2QL`QN,@1KLP3@LA<8ZK[\XF#U`J!YT02.@PC"L008X@C&(0M\! M@1%@P1500;XQP1'4P`NT@%M\E1#<0!`\`1<<00Z@``U,P0:8``I\``^\@2D$ M0RJP@BA,0B]TPMI^0L*YPC"0@BY4`BYL@AUL@B>`0B:$`C%@VR6<525`1"]` M0S&HXB@@@B3L0C2$@BPT@BE(`CF952%\`C'^`MN$@SHDPR2L@1V0PC98@SNH M0S"0`B@40R\XPS=X`AK,`!G\@C;<0BQ$;2S@PB\C`)T1#)-B%#@`!%`C!#_A`$/#`")R` M#L0`"81`4.,%$OA`Y@Q!"+B`$M`!*T"!#?R`&ISH+0B#LO)"+1P#+###`14# M3B_#T2V"+POK_LJR(,"1&_`")]@!(4B"+L1"(!""%NQ!(DCD(LP",RR#-_S" M+9B"+9@#,^Q"UY1#,S3#,A0#-2B#-N2"-&P#+0C#)$@0+A3#+T02I40R$4@D-S0_&L]'5[1?.: M"#>TPAW4@!S,`BWDP0_,P3140@KX`+M)01=4`0[H`!/PE0_\0.E.21,(@1`P MP;J%P0BJ@PB?\`274@>@- M`2=P]B14@0C4`!.401?@@/\,H@`/+`$-!&H2L$`1_$`)`($2E$L+((%GZD(= M?(`=)(,K_(`4S$$IG`.^8/>>:X6]0`4^B((B*%L?,/8'6`$NA((8R,`0R$49 M7,$.>,`2G,$),,&=KC9M=X`46$$:3,$$Z(`41`(QA,(EI*`7(`$DB,(K*(,A M_!4J^&\T.,,MW((F%(,K!$,PC`(HD,(D$(.E80).44(I;$(I0$(@/,(<3,(> M$$$K]$*Z*H(=G($E;,(BZ$&P"<)F$,,N$.8R(#@QX`(SP$(L_*HG`((D1`(G MJ$*@`((L",,O!$,D2.--E4(C%%,G_!ZFMF[N!%`M8((1],`.](`3I'<4Z`"^ MQ=K_2"C!$#P!$"2!H5:!%"3!#EQ!)>B"$3!!)@Q#*RP!%-@!-=B#4_!YR%_% MO2A2/V@#)-!!#B#'Z92`'UC#&H!!#/S`$40`%)AD$(3`#*0`)9,`%]C"+:S",SQ#S.E",L`"*+A"\EE#,,""9@T#*S`")2B"'XR"KTU?)A!" M)6R!#P#M$[P!)OC6#U3!%%@!%L"`"\B7"KS`&-];$1B!_P_L`!V)CJO5P"'X MPBF8`".<\RH$P0TPPCKDB\@3_U2H"%2DPS(\0A.@`2L\0R;0P!?H`BT0_`XH M@1/T@!BX'NKMP`H00194`1ED@1%X`0L<@144@1?DP!*PP1EX`0E,@`BX@!"T M02:P@BN4PBSHPJ+\`C^,`]@"!#1QT[)!:R:+4ZU+JTIYXE6)5"E5[J"M2[>. MWSIOTYA1$W5KEC%BHX+QFL4,VC1HSHC)PG:-6C50)4,V;)NO7ZY>Y7JU M:U:J79&.T4I%*5D>45379A9YME M@.GE&&=6^2043EHA!9AA9FE%E%QXP2056(*)QIYUWAD''WYD[2/*QAQ]\ MZ$G''7*LF4::8:9IAYQD4'$EF&N*D4:98K`1J9E::,DE$V1\224786I1D)9= M5B'EE5$&L4*%(K3@`H<@7N@`A1^:@&(+)J)XH80B)/$$E4S:X"&''US@P8TC MG$#BAQH:J".8+SSH`QM6TNC!!F/DJ>>R+K>\&..,-89,'RKW_]'''57^R"$( M5$29)(D8AG$EC1RD^`'.*<@@0@<>I%#CE4U.V4,'+_RTXH08H?"!!B&V4*23 M/Y"(`8<>6>'A!IMFG!7&EV",H8453E@Y)I9A@-'EEE<^D247 M56SI99=GB&FEF%5H&<:76I31#IA.[L#"!C8T^>00/(P`00@BF!@3""=22*$, M.GPAYI,X@"`!"!/2@$,(+EVB$O88V4A'&D:1A1',-E01!Q9PP!"Z2$,(M&"+2W@A M!E&H012N(*/_%NR`!C&PPQ:VH(4:2($&.P!!#-H`@RM\X0)`V,(=?'&(/LC` M`T^(0B):<0I;5((2IV#%+3K!BE[`0A>7@(4G'&&*4M@"&J.H1B5F88I1`$,2 ML3B%)X:1"EY$0Q;PV(<].B88?.AC'NK`QS:\T8UKN((7F^!%,$+!S%.LHA/! M@,4RRM&-?%0C')Z`AC9J80Y:/*,;N9!&+WCQ"U28(007^,`;M-4*&<`@!C+H M0@R$T(,:(*$$+[@"'20!!D-$@097:($4AN""+\Q@!AF(`3-B$*1L@"%K&`Q"%P$8IDR,(4U'*$)J`YB5'\$Q6E($9+G'&/?*AC'_'`%3S* M\8YSM",:UBB'+3I1"FQT`QBA6`0I6H$+9AQ#&,=01C.Z40YM/$,:WW"'-MKQ MC69$0QC42`4H5E$'+ZA`!%'8@QVH8(8?`.$*1V##$W:0`QTT8:U#>$(7M/`# M)PC!!TB0PA1B,`49]&`1L``#$0@AC%E^1!'.;8Q#<5M@QJF,(0LWF$-9\2B M&,P0!SO6,0]XF,,=V,"&.*ZA#&YXPQG<:`8XQ`&-;/C"%)9(A28RX08-E&`( M3,`!"G:@A"#\(`=)$$(,=#`#'LQO"31``A'$ZKHJ/($(+,``%VAQBQ9D`1BJ M<,,.AM`(9+2C'_JP6'\!7&M;3R8=N?B#&SJ`A5:`X@@Z\`,N*/$"'9A@!D.X M0A&"$(,>J(`(2Z/_00MZD(,9L``).)@!GZI0@Q1T(`-3\(,E.K&*6-3B#W00 MA2E(X0I:F.(0@9C%+$2QB$9/"%(Q2M!E>P01%4 M!(4BB`$'*D`"#_CP#3,(P1#*.,8(JN`$.7CCAI*\]=C)WAC!\&,9R#!""UA@ M"&HL8@=BX`4T:``$*_1`""O0P1.&(`03Y"#31[A!HW'`A!WX0%U'F,(5_WP` M`A'XH1%U^(,NB&&*2-A!$:'0!2XZ$8E"!*(2DLN$(5!ABE_D0A?&NH4Q@/$, M9LPB%*<`38):@8QKS(-ZU-O'/+"A9UK,HA.I$`5B)]&)4?2"&>.K!L7>T?'* M@%P=KC"%*TX1"T_\@0VK$,4H'-$'/X`^#2G(017.()9A,,+!'8JA&WCA M$YXA%I)A]6S!%9IA&-8A&MXA'J*!&\C!&>K!'NA!#^,A'[X!%7`A%V+A%P3M M#`8N$>(`$'H!%/(`"5:@"H3`"LI`!Y+`!H(`"V(`"DB@"8H@`X+@!'R`Q:#@ M![H@"F0`"F+@$;H!#U[`$73A#2Z@$Q'A&>ZA,&0-,QI0%\F.2IQA$N`@!HP` M$FH!$7@`"7QA$]#@"%R`"5S@#,3`"?1'"*1`!H[`"`@0!$@"6"@>,C`"HY@ M"R`M$RPA$>Q@#5ZD#*3_H!'H;1%HP:(D01=<81=8P1-N`16TAA62P19$P1:V M(_A`H1-NX11*@19XH7*<(2?$P1WTP1[N01[HH1QZ@11ZH19PP1-8H1A^81O0 M`1[XP1[BX1[FX1F<`1F4`1J001>BP?:([1,D(13B``J.(`O2X`KXX!(081%Z MP`FJ``R&``2PH`94H`:"X`9F0"N"0`AV0`B&@`J6X`G$8@54``0,H1?N(`>Z MP#R@P`;2(`U:01XLYNQL:!?'$L!LR!UR`0Z4P`-R`!-\(0U>X!#`(PM2@`9X M0`G>!11W@`=R8`J,8`;(P!0*(0[D8`T$81`@P0W& M_^`9L$$66,$50F(GP,-R:,$0'L$2!N$10*$55.$6G`$43F%Q9D$[N($9E@$6 MHH$7?$$;S.$;]`$>;)$Y;H$8-@$2D`$:H,&@*B87ZX$>MJ$::F$7>L$8E$$6 M@N$2EJ$75@$.DD`1)@$-M(`).@$3)N$,DB`*E.`';@`(=D`G"44);,`*0@P) M<@`+O&`(PL!?8J`#LJ`40&$)6D`5>($-9&`'O*`4Q&%*P'*1R-)`':DRM"<: M%F$.A"`#N``8(&$&C"#K(B$)9.`&6J`(DB`++DT(@F`)2"`(8(`+"L$,UF`& M3D`)9N`(NN`J.X$.FL`)]"!#2H$1Y*`,!'(9!$(XB`F_` M"RAA$B1!",8@O9P@!*S`":Q@$%A@1),@91)%":Q`":J@"&C``SY@"!S!&/I@ M!O9`&!0A!T:@#[Y`%^PA%V_H[`[451OI["YC'+(A$9`@!$K`%5JA"D3`"ICA M%;2@"&3`"<[K_I#`"]#*"*"`"$@%51A%-A`!\Y@"%`Q!M3@$A*A#JC`"\(@ M$3BA$B+A&_#A(7%A$QY!%#[_88*RA1=@X1(4`0YE`11,`10(@38_Q1$ZX1)JP9IDH1)$06N8P11J022F`1N`X1>& M81-N@10\81:TH1S&(1I,H`>G00Q?%6K]BQ]T M+Q^>01+<8`9(``L>X0]"0`,"(18H(0E"``F$;1"$9`.$6!F'C@H%B8:$<6*$2'"$5L($/ M($\3W(`+W$`*=J`$C.`,T*`11`$8U*0'?(`)G$"\G"`+[D`)I``$8*`/=N$6 MQB`#VL`5`*$#DJ`,``$I`$1LD`&2&`.*$$'#&`)-`$7 M$D$%.H`&CN`,?D!%4%$'>J`,!@$6:,$3-H$)(FT%K,`&AL`*UL`1*$$1',$2 M2($8P.$<2L$4RL$>T,$(@%3A7'?Z,FKAA&SQ!'.HA&YY!(`D!;6HA4URA$[8F M%EZ!%'(!&69!&H!AC7&A%E(!$VS_81:$H5E#H285P16,`1FFH1,2@8IXH1:: M@1D4I!1R09]3@1-RH14$UQIN`11*H13\0!:Z@1SV#186P1**8`NZX#T-!0J` MX`FD@`\LP10V00NN``C<0`NT:PS&``Q68`94P`Z2@1%V8`*DX!&^@`6^(`TB M01A@S4LRV:8UIE4'PQZX81?88`<@P`9RH``.P`;\0!=`(0AP@`2N#0JP(*A& M(`;&ZX!">865N@1XN MXQR,H13.+19<`1I4,QAN(1[L$7>F%RAJ$:;D$1 ME.$AO0$64H$-E$`&EL`(B*!-F($8;($5("$7%H(67D$5-J$4:N$7IF$;O#@6 M>@$71"$3(N$02"$2$($/%&$7RD$?VL$)!&%C!,7NGCZR`+73`!]BJ!IA@#*0@!E)` M!Z#`">(*")95!YP`%GAA#BP``!"``RP``K:`#3HA'3K&A@KTNNL<2_1!']1! M%O[G!@:@``*@`!Z@"W!A&WIN`<)3"-*3E$#,"*@@!J5@"7:`"83@!W#`"J!` M!HB@"M!`%5KA&[KA%W2A$CI!$+BA'YZAR-&A'^;A'NBA%W(A#M0@]/C*&1YA M%61B$Y"A%UXA(/5@$3KA#=:@"-+`#7XJ'V2E';!A%"1!';:9$V@!%?Z@#URA M'-QA&N)!&8+!$D;!%T1!%/1`$5BA&GS_BQMN016V@`AJ@`8">0HBL0>XJPA* MJ@>LP`VN@-6@(`N0`&*BP`=.8`]X(1!F(`%FP`,((`)T0!#0X!4H9E7MW.&K M1#".O3#@P1F2X@A$0``````&(`708!B*848F0/R&0`J.P`JJX`/*U@;"X`:> M``9:0`A0@`HP8.816DH&RP18, M`1)4X15BH7/TP!2X01ATH9]>P1,\H0KN0!`TX1NT)V_@02-`XQ8XH3F+X1W" MH1W:81S*@1-P818,P0^&2Q!6083N86_L=0PP52R4X`6,38V&H`9B0-&TP`9, M8`JF0`NZ2POR_S,$7J`0AJ$7CL``"(`#$$`"CD`1^&`9I(JZ$8@*$8-H$5.D$6U,$6Y^$6\.`1W@$=YF$>$$3+"$6 MO`$@5F&K%$DK4)R85!`0@@"#%ERZQ\O7;R;.GSY]`@PH=2K2HT:-(D_\J7?I3 MW[YVK!!!20!@`9$8#&JP:E:JI!,:,99-W0LR:'BBHX@8I!\,3(E MR`X;,*XLJL0,'3EB?T:Q.N8N7[=:AD[E8O7L73MU\,Q90X:M2J33IJN+( M49HZ;.:HL=,*V+1@T,`M(Q9L6[Q[_,(Q4T?-&"Q+ER2UZA:M$AUEY^H5.Y:* M3Q\E/:348")ES!(O2XIPP<(ENADP4I9@`1/DRA3"B33ZM2*+,-\H`D\D64EB!PPP\$`$%%F[`\0840]2@ MPQ$X&)%#$$<,H0434'2QA0XMS!#&<'9XD((665A0``EBB(+*?OEUZNFGH(;Z MDY#Z/"-+&FA$$0$6?(R1``-M[`(,)S*P`$,37@!AAH1B0-'$65$,4806H)QR MR!LXN(!H#D7DX(03=S#N^*.,*.?FX,D8GJOABB"K!0.(*,:STLHTZ^>AS MCS7@)(/-.]+8D\XX_^.).+*^O@(PTTQYR#CS7GO!/X.>4D MDXX^_-1CS36R_-),)+O\DHLM=RR#3S[:Z*),.>6H4TX]JE#"AAA6%-'$#O]8 M!,$$%3:8P8DLCVMR11)/%.$$$S*0(4806Y#Q!!A.5%!',;QS@D_3Z[+>?WSY74M,*&D]((40>G?QP`0I;)+-''6D!0P:4<`,PW&$( M:3!"#*#P@2A@XA.E4(0:>H`#*Q"!"$.@01%F\`,?O.`010A$+L)A#VS,PASN MT(8B?N&*(]!A$G-`Q"6R,0]:C$(0O:@$,%3!"7`\XQF?`!\`#&Z10@Q1L8(5'2,('#\#`&F91BC0H80=5,($+ MG/`&(V0'"#68P@Z8@`4TW.$*.VC>&HC`!"&PH`M7^`$-=F"$+B1B$JO@13O6 M<0]?$.,9PF!$'A(QB$#(HASM@$4?6-&)2;QB#Z@@1C;,<0=#=.(2YNA'+=*` MK7,,XPRGN,4R@G$,:\@B&N(XQS9V`0I'O"%.O-Q"&I#@`B1H80AD0,(-LN`& M1C2B#EMP@A:TX`0@3*$,7D`"''*`!2;@8`N=^(4C@(`!&PP"%6N8PA+\D`=E MP&](G(JD3&>*M/W$U![[_WC&(,S0`QA8H1!^$&0%XK"+4=3!!#PH`0]RL(5! M.2$',D@""W90@QU`X08YH`$/BF`"'-P`!DB0P0MV`(8GV.`)2?C"'6+A"W), M0QW?B$8UFB&)5/R!%O1XARM&T8M;9,(7?X@%-L:Q#DT4@A2?\$8_BB&)8H`# M'=$8!B^4X0W8W*,#%.W@R))HZ][F@ M:NX^^)&/=LPC%IJ(@PYP^PE$U&`!)"@$+C1!!@T\X2Y2X($.GM"$(^B@!CE8 M;_\/MDL$*R@!!D#(`1&,L-\MB,(/9KC0?HMP!UD/3#'?=`QS>P@0U7G((02KA" MAI2@A"70X*!"2,(6;D`"(B1!!DJ@`?2<0(4A)`$'(/R"$%;(@1`( MT8H]F,`"(T`#+U[A"!B$(`A5`,(5G#"%)T2!"4H8PA*H@%HA&&$)PMI!5)D` MA!WL@1:G2,,&F4`#)&3LG)5(QBW&88YI<`,?\,"'.G;_D0MD:.,7P.B%,;AQ MBF/8@A7=P(<]NC&.>[$#'>@H1S=,<0E+["$.6A`"$'00!T6D`0P=(`(7M)`$ M*T1A#%NHRQM^4(4G;.$,08`9%=*@A3)TX0A)^&P#V'"+7(@B!Q/`@1U8<0[S#%F:(P@-RX`=/N`(%&QB!%X0A"T], M00$18(`1OC"$,(P@W3+X00=@(`4?Y*$&/?C!"):``@ZDP`7$^$0BBA""1OQ! M$G"(`A0X$`0VA,$/?)A&+C0ACFS$(QWA.(T"`-D-A$%U#0=EXP@Q-8D($3K$#1)\S!"U*8 MP@^`4(0IV(!$0VA"$GA09"=`U!.5.`,6ND`)4.`A#2ZX@12,@`/R=<$+=]## M)D+1B%+0HA6TX`8XF)&+79S&%;?X!24\`WY`%,]06::UX(`QX)$DP^RL`92``(; M4`>O4`IHP`(3T`7%4`R;D`8]@`(R$`,[D`4^(!9&(`2G]`%)0`0]``0OX`1$ M4`,^8`AEX$UT@`6%,`=VD`5:D`-GP`AX0`5KP`5-D!U1`&DS<`130`5XL`=^ M\`B(,`>)(`AO0`?30SY38`19H`0^4$QJ``=QP`1&X`-,8#9%T`6&4`G%T@=( M``,_D`5"0`0\``51$`0YU@1<0&C$)P99L'N1N`2(\`NTH`'@((^T6\PZ(*X*%-.L8+^IFO6P`EQ``4OH`)T0`O_IU@$%``&IZ`+ MO>`'.\`"*C`#,B`L14`%65!?5@@#@6@#*)`#N;0)4\`(N>`&3*`(;@`%.Z`$ M+6`&J!`+C4`&C]`'@6!&/C`$1R`%,M`!+6`$*W"(/K`#'E`#4K`!&X`",_`% M/.`$?N`'F%`(@#`(H)`):1!H-#`$)U`%E``'CI`+I+`G1]`#2A`$2:`$(WD" M5G`#5F`&?K@$2Z`%':`!+*`&KT`+L3`&(FD'PY`+=L`"),`JHJ!8DW1Y_I:+ M1$E3G:S!P!J/@"%X0!'O0"9V@ M!C3V!H@0"6S`!%E`!W<@!EV``U*(`W,@!EM@!%;`!F%9"8]0"GL`BE;@"8X0 M!U/0!`4X!7^@!H40"J?`"&3`!5:0!5+@!%_@!&=0!&,@!F7P!-2Q$4YP`#WP M!JSP"Z^`!65C"+5P#&4P!#76!9L@#C`E)&E6E,XY4T>Y>43##XW$#_.@#JO@ M!7X``3G`!7JP#(^P!BL@`SK4"L0`!3]``4:`!"I0!3<0!&40`V\0`SA@!B@P M!D"P!:^`!-:H"+W0")@`!3-`!#1@`VE0"J10!6/@!9N`"3[@!?*Y#3@R,Z&` M"9-`$E,``_]T$`IL<`0U,`8Q\`%(L`;+(`J$0'UDL`?24`E8<`9'H`4]0`F* MP`;#<`>G0`EIH`9%\`0QH)!.$!IIP`4R8&\C$$IU0`G&D`N5X`(QH`:G,`J^ M8`<8$&.1``KL$)U">8O/N:6.M!_560_[(`_5T`IC0`5$<`1J0`O`4*,\D`!B M``O-X`IV0`,:\`$[^AUZ(P4WX`1BL`0FX`:W,`K<(06CL`JV4*8L``1&``.4 M\`J>0`ES4`F&8`A<$`,Y``:FP`FNF`-YD`IVT`52\`$7@`44!YQ&4`0XH`5A MT`:T,`E/(`,,``B^L`IB<`-$H`)-L`DX"@)DH`K"L`I-`+TD`+?+![@E`,T.`)5D`!'\`$;G`*R[4T6LJEXBI3G-)( MU94-K.`'7=`#,7`'M/`,QC`(5<``7,`)PV`+`#-\`'KH`+@*`#87`%6Q!E7#`)B(`$?BH%L(`):D`&,*`#7K`(@"UK0`C>@!Z$`#+NP M!C=@`C&`!#J`B%]P!#M0!%;``XJ&!"+P`GJ@"7I``U!P%3OP`YJ0"F<`"7F` M!$<0!5D@`S4`!4%@"H!`!7I0"7\@DC=@!%Q`!H.@"I]`!CZ0'30@D*,@D5B` M`E#0":P@"%=@@)?F"<75!-%G!48@>550!E^P`R6``S:P`3,07L2@#+8@!1>) M",^T#*"@CC:P!H!@#.I0G;Q(MN+[2)8WE.M0#(Q0!CK@`F0`"*^@"Z-0"6"@ M`TX`"\2P"8T``R:`JCF0!,/R!5"0;DO`/#20!'D@!TP@`HB2D&<@"IVP!&U0 M!`.4`=A<*9"P`-\D`9>H`BF(`@TT`1-4`0_L`.8@`EP M,+E%<`B;``=#,(U\P`J9(`<8(@5D@`9#\)I'\`49X0$L<`(:$`6,``S6@`EB M<`!*L`FS0`W%H`AST`.Q.P>X``_S`#_\L1,Q-;Y@G#3E.R23E`_AP`A/$`%` MX`>"P`O$T`N]<`,?``*'<`["H`O.J`(>@`5%P+Y4P`5QP`='X`--(`EU4`5MH`(_D!U,X`-AH`1,L`594`?_3E!W MZ*8",,`!0``)J!`,M&`&*=``9]`*R.`,L]`).V!09N`)M>`4*LA8"0)`H M6``%.H`#AFL$,W`#T`#0'`# M/<`Q=[`);@`&G0`+R!&"@ ML6E`;DH@!FE`!F,`!5:@N2JP`D_P"+W@#*J0"49P!#;0!K=`#;V0"G/0E5SP M!86`#.I#G:#'$Y_GU=H=*F/&#VP6E$$R#_D0"XKP!5^0`D_`"9YP#-6`"[,0 M!-H8",``#,?0"6P!B_`FJ[U!=L`S-H`RJ$`9L<05X4`C9()TJ M*+99/93;W>1)069GJV;T@-5=K&;M<`R]T`=OH`4Q$`>?0`O*T`JV8`@XD`/K M3`N]0`R0L`8PD`+JR.!&4`5!D`-38`5CH`10\`0LXTH^H`1U2P,K<`,WX&17 ML.5"X-%',`>?L`C!>`5J8`90H`0_(`1BPYI*(`5=0`51X`28C`5:H'/]ZP(J M@`)&H`(YH`2-<`JO4`RGL`<^D`-,\`D$DPRR,`I:``1HR`G+<`T"Q]7326;_ M8OO-3CZVWTR=0;(/6#W6TFFNWT`,QR`&>D`%7I!OVZ`,B&<&8V`"2X`&TM(+ MNJH&7_`#.I`",'`#)\`$16`$8O`$8B`%_SP%:-`$6\`$1V`&D[T1SF-\LXN2 M:H`&D)X%<\"O4X`$42!H4D`%5@`%89`$3N!D3J`$49#"/N`"30`#'C`%?#`* MI7`+L,`)@("X4]`'L3`-<8H)>7`&)#$(LF`-^@#>X6LEE\=Y38$/7SSLPSY) M^\`.BZ$Y_F93,)\/]B`-QM`&`WW+0`C#@ M!!F`VA0O`GK``VD@"%50!1CP!M&]!QP0!EAP41T`!49H`PD``1^0"(Q@"2%6 M"ZB@!C5``6T@";#@#-<@#F4PAU1@!!Z0"M:0#%%@J75X\E/N0#S5O\\,> M])K@!Y6@"JT@#OC@>4L>E.<0#3/JLE\@!8Q'&;&P"6Q``S(0`EM@"*GP#*KP M"HE@!W^``ZJ5`L3#!5Z0!6'0!&D`!V60>U[P!5:`!E!P_5/0!6;`!IQ[!4,@ M2U$0!E,M!#U@!CX`"%Z@!5Y0!(&H!%A0/"+0K$0`\``1:I6O9ZT:/9EQ0DLD M6<*>Q3*5"-$-'U^\M')F;_]?OW[\.'[\J*]?-%.^I*V[Q^]>/WW\-F[\Z!'D M3)HU;=[$F5/G3IX]??X$2I.?3)GZ]H&35`3/-5/!=*'K*+-?OG;]-GKL=NJ. M'CT:B-BI8ZS4JE^0!AWI@>**)U22A!GKA<:.&2-E5,`8,B,("QI8/-#P@22* M#2YKO)"Q(@<*%"]MNGRY`N<-H"Q#@"`)TZ*(EQ]-<`0QLJ.'CB-#R"3:A.W9 MK5B2_!`A4=%2LVW!:MGJ5*9'FS%<^C@KQT^?R)SYH&U94@@3K&[A.+[D*#5Z M4.K5K5_'GKWG4)K[G)G)X(*+)'JH88:40-[;`0@DQ$I%&'7HZBDZZF41:)Y0ZU#"BB$:2H<:>J*ZJ4CLS MST0S335!><>F-9KD[MUMIEE$S6H,",.)8Q8XQ1@ M;$F&%4KH@%`''^`P9!1F8@F&E5`R282.)C0F,#A!2IPN,&)*BDF_Y,XUB#BB1RXH$25 M6GQ)1I=.]K`"C#2PV.,0892!9R.CILL'IW>&B:463@#YPHDSDBF''G:FHW)- M>^_%-]]Z6<('GW[PX>81.$2Y)QYMFF'E'G_KM=*J??))IYM?*JDEAAEH+$2* M8M1IQAM70%%%BR`Z&*$$+SJU11MZN'%%ETH<>2411Y000HD=A(AAA!,TP``" M"B:@@((29L@!`R><$"(,,O*0I!)?,NEEFGBP@:46.Q)A`807P8 M6ES1I"LI@$C#DE:>F2>]F3S:DR:1\I'&&W'*^::0,&(@XPY"5*$W)GT')[SP MGURBQQMJR.DG'E>HH$.?#(8@PVX)"C$E-.X<2767@IIA9D:M'$E#F0V*&$'H!8HHQ+:(EZ MEU]4F861-61889!)ZK@$F,VY8].^K#(4XGRD',:@ACEPP0Q58&(,1E!"+@PW M00I6L";[V),W>C$*6(,;XS"'+YH1B#.P``DUP(`)9H`&.BQ"?KN(Q2RFM8JH M_6(8TVC_1C2(P0MAT$(5L'B%+7!ABV:,PA-]J((1C."!'<1`!U88Q2R2D8QC M2`,9S?!%)\B@`QR\81!F,,,=;F&.SI5I*C#92+E40HYP>(,7*WG./&@Q"E&P MXAO]6(C@XQO=6(8N.-&,<>"C M@#"1"B+C48YE`(,/74C#'NR@`RG,P1*LN$74HD$-9``#&)_H`Q-LD`0:C$`% M,9`!$*H@A3!P00L[_(0M5"&*4"2"$7%@@Q6T`(8D%&$%#YA"#UI$!2FXHABX M6$8TM)&,`?FB%6?P@A2FD+HTO&$5V;C&E`S9'8[@8QW>H$4I_T0!!UY40QX> MN<0[`,?+\&'/.;!#8\U(A!/<((9O*`$(I!!$)'`12Z>00Q:=,,0K@A% M*D2AARD@X0A(<,$+5#`"(KA`"B^HP<6>8((6!&$'1"!"$'+`@RZA8A6:^(0G MDN$,:@W#%Z?(Q"GX`(8GK`$*)!"#'CAAN7F1B4U6RH<][)&-6<3B$9>P!!F< MD`9:J,,C[1@&)CR['JN0U+2GQ^((9P#A&,9;! MC5_T(A>]0`4I3#$)0S0"#V3@0Q78T`4P',(0E>B$*(2Q"V'@PAC(.(8Y@M&, M9?1"%(_(Q2+RX(ML^I,.=>WSC&<.`ABR^D8QF M!.,,40`$3#OB#%[(]"H`1&V*5:R3D'YC&+FH1!N*L`@J>20?X:"$$LB`#&+$ MXA/$$!-T.B(2N"FR2O*`1S9,`8M,V$$.1\B!%-(@AS8,0A.).(4D$@&,9\3# MP?EHVSWDL8YW?.,:W_B&-[Z1C7*T`\GUX$<^[C&/:\B"%9(PQ2=:,8@]_&$- M7["!"KZ0AD7_=$(7VZ"&.^X!X42V\&T>T<<\PM&,4ORB&V(F;CV&X83@C#4:0!D?4X0M!Z.*4+7$LJC5^VG]S1!_X>,@`2/&X8Y^V&,WX!!#>$(QRY4,?Z_\PLCRPX0Q9E#"D>UHX%-L3X>`' M>MB'=Y`76/JK2;B$6B"&7WB%3U`%4J`$1R@Z2YB$4S"%4;`$5#`$5."%QV.$ M/-B$5+@&;'B'MODI?"`*FY`)?]$3*B&.>WB'>IB)=Z"&0,B"3#"'D;.'5<"$ M79`I%VJ_(EPQ"<,E>VB':["$,+"!4T@)D,B'I@'>."'=FB&80"%4SB$18B$0>@$0!`%2VB$4.B$4O`&&ZP'=XB' M>?`7DRHM#,*)AA$3XM"';HB%>>G"?IB'8UB#.<"%>9`)=IB$0:B*A2$U(]1$ MU,*'=B"Y:\`%,'#_`D7(AI?`H(TXAWD@!EM`@QY(A,8*.#!TN^B8Q9"H/NS[ MB'P8H7AX!W08AW*(!F^XAW9@!W1`A\]QH43RO.O;EY#JJ?4@DY]ZAT/``TD@ MAZ*`-%YH`2_0!7^I!VR@`T>HAUK@!DQ`@F,HEWUP!V^0`S'H!&=P!WH@CC;Y%\-;N(7K_XC0 M8(5-$`;&,3(ZB4Q39)C2ZLDA$YPMC!NFK"TBDPHBJPF!0T*6"#5"Z`8( M4XF]BH93R`(C.`1K*"%^J(=P:(4G&`)5"(5N`,"[Y,W"J:V,FPZ/J(=W@!]: M<(5EH`9MN`,CT$()/B(S- M`+V7?YN';;@$6Y"&<-B&9Z"%7`@#+=`&CR-`B%96@'=)A* M0<1**H$.[!O`6T)(A@0V8$/1A9K(:X`&@%L'3R`$&_Q-;MB&;A@&@&?8@'>X@&7@B#+P"'%MR'TB' M73B$0F@%CXN'8U"%]J22>B`&4A@%1F`$7F"&5HB"&I`#97"'=C`'"$/22IV@ M6BR'>@`'Z>,(=[@$+;C_@W3@5$A[ACO`@5Z0AWR@AUX04C00@SR8!5LX!FY0 M/,P4T1<,'%DKBLQL2I!8B1:<,W@XAW&0%U=0!GNX!3F@`DHP0+T\AL`,.'S` M!E`0!6L8!HZ8!U.``D=X!N+H3DL%U\(A.8XPP'I1AU1(@TA@')Z*!V&@`1Q0 M!HX@(7F`AB&P@6)(A6E0!EPXA7B`QX$33W2LO\J$(9`8EY7LEWV`!P8%AEM8 MAG.8!E5XAGZ@!D=@`B%(A:I`AV,(AG80LG0X!F(80J-0AU)@!IERN[H,UY4M MJ;=1O#U1!D/P@DQ@AW(ACG6H`R*H`W\;"GYPAUOH@DN`SGCX!F,@A'$H(="3 M_U"JD"E@NTP1%;+O1+&/6P9M8`?MBH0Y"!]F,`=N<(82D@=IF(0;H()00%IC M.(5KJ+Y[8`=G4(8A)%>%*]+G$$26M5M[Z4Z3>H=E``4\0,OO]`8ID()=D(>C M=`9VN85^L,%\Z(9L\+6>X@=XN(=IJ(9OH`;=[(>5<"QLC#..L(9U,(=U((I] MT(92<(5?F)_G$0=VB`==U+M]P(9>N`)`,(5J0`9-X%1%*@=?<(1M@$899)B& MN=OAI8ZZ%39($S]K"(9;F(>I[(=NV`0=D(-RL$IZ4`8N((-@V`9S4(=VF`=V M4-%\&`=H:`1&^`11:(5/P`1G$`EY:`9D0(95Z`9BB/^&9R`'=?`X<="$,?V$ M;X`P?!@'2"B$<0B'94`#&=B%<>`(>,!/F:"';%`%(>"L7\B$X)`*>+B%/L`$ MA;H@XR7>#TZM&LO5>*C5J7@'Y`)MB7_A2>`@4.(N'^YAJ0UAT_(@CX0!5=PA53`@PXB M-I;HAF,`!!SP@G6PXUPVM7%HA3X@`T,05(ZHAUMX`SS(!7Q`AVJ8!%+@5"H) M-3=@@VT(SVD0@RJ9[%!WA(AV$@AF+HB/K+!240A'*0 ML+T5![KM5%20@CPX)0"2!S6H`6A@!W70@C&`!A8\0W$@M9[-AUF(A%X@A$?( M@TN"AAP!G6]8!1DHAG`(N7;(ABF)FWDH!UT0!?SDYYXV+7AP!YWZ"&^`@QZ0 M!/"M_[RG34IW"`4A\`.8VPAJ\(,A:(1UN`8?(()GX(:<$X94$,!,K@1KZ(9+ M.`-*D(9H^`5DP,]X.(4.8`6;M@IT\`9U@#`BJP=<]NF\IJ"Z];S+W`ALX`(D M%ET,.@>BK#Y]R(9/N`))J(J07@9$L`$\L`=E>`$:&.CSA81*6`^12`=8``;& MZ852$`)!P`55B(9TT`=Z>`4D2`V/VP=IZ`5O\*WT4%&]MFU\45J!*\A^``=7 M,`5=<(5;L(548(1:0`>EQ2!&X(%7A!N/,`(=P4((EB(4U`P93(`:` M:TIE$(:I?(=%S@(U@`4B"X(9#\`18U,K;EO]O<653CK@'EKJ' M.C,&5J`%36#FJR`R5:@"-4A:EH`'7R""2""&?O`%-,"#>;&'>^@QA]X'=5"% M5X`*X;`&4C"#'G`$#^6'5>"$%>"$8=@%>)"$42@&F:02I9[O%[_C[_16&]P( M>I@S=Q`';#B'DXR.9W`#/T`&,<&'>X`&51B#5=B(;B@"./`M2G7:9TB&>9@; M>C@'5K`$1N!4;1@%-/@;:MCQ;^@\.H;Q,4>U=_"%45`%:*B&=;`&4]"#0,"& MAQD&(V`#%EX\2-.';Y"&S]V3=<`%75`HZ"'8MA` M7@`#0;B$8;@&F GRAPHIC 9 nevadaseal4.gif begin 644 nevadaseal4.gif M1TE&.#EA<`!Q`/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QLC(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOKZ^SL M[.WM[>[N[N_O[_#P\/'Q\?+R\O3T]/7U]?;V]O?W]_CX^/GY^?KZ^OO[^_S\ M_/W]_?[^_O___P```````"'Y!`$``/\`+`````!P`'$```C_`/L)'$BPH,&# M"!,J7,BPH<.'$"-*G$BQHD6(W6IIU/BJ%2``(`%H6"5KUL9=%U.J=.B.6S$@ M/BZ$!/EBBQ(M9IXD,3"BQ(R0&9@@N;0-W,JC*V<5LB%`PPP8(`<$`!"@B15* ME,`0(&`!$0<"(9V$5+"@CB6D:"4FBW+DB!`R;6",$`#@BLR0%2ADT.`!)(0. M,T%><0/`10(82Y2E78RPW)PT"J[\&A5$!Y\&"@*#%*""QPI+1C@8Z5!CP,P` M$*P@:,0B))E>^!@SSD;H1X4J1C;IF!(,@`,C?0"LF*'$BA0R@%A4J8.1-0!4W(E2I4J3 M,TR2/#MCJ@Z-+VP-80TU:#!R3R:L\*+/(:5`0P$`"YSPPPAW]!%)$0!,X`4I MYEFDS2``3&'&#WAH`<8!7,Q!AR"$B')/&5-\,$,X9[`P@6\,8(!(/WK(X`(S MQ`#0!3Y3[-'/,R7<(,,.D.QPAE@1R`"2)QU.E$P,4(21Q!*:?`#`$G&HDLT: MAN1!23\]`-#!"NG8@XD;5@2!Q1R;T',(#WXTDPP`5M2#!##K2#/#`D:($00- M+X#TP`QZ%%-!$-U4^5`7%N`Q22,0^.#(%SP`HDP[_40`12-\($-.HDWDLXT. M@O2A!"*"./_!SQXKC,(/89_H@\\X?A1R0@J1V(&-+JY`!1()HB"BP@J72*J0 M.\AX44`ANH`1Q@47B-$'-/6@,8@G83Q!AC![`-K""?W40\,9ZJ2RQR`T7"/, M':.8,\=9?_2!3!^'N`!2**T(!,TI2G`@0`UIE`"2&M@X:Q`Y++"01!]X&`"2 M&Y;PDLC.#@ M1!PW)).-'G%1@"1U(`1&G.(4L?$$,.8AB$Y3X M0AH.(`$U-``D(6B#`?R7@3`#$ M'0!!!#(<`Q!XF,``D'```52@!S0`2RGZ`8LC`.`(].`'!@B@AWYH M)S#!(Q!A`@*4X`W>>,,<[)$)0N!!#GG0P@#>``<(+.`!&=B%/CQA@`/_%.`* M#V"#-QX2C6=4`PQ+``D"T-`+R"J``3-)0!XB@0UC%",:0'!%!S(#D@@PP@)L M4,DE-,"(0WA``&D(!`[&@`@S;.(=\."%#FX@@ MT`8^S&$6P\B!Q4(2@3[$PJ(YX,1BW$$)ZR0@_Q9^B(!F(`&.591A1,,6?7!!``@P!'WTHPT@X8(QG%4,+H#D%?W@QQ`"DX0" MH,$/E)A'+N)1!0#T@($?*`]$\#$$$0`",!8@Q2/*\`,U3((6<9B"!@213`"$ M``N_"($AJ/$T@3AC!B8(QA4@-Q,3>``9=]"#/.;P#'&,@1`IB(,+Z!"13+S@ M$'K80@T8T8]CO.$)6O\(1#_R(`0%]&`+ENAW0+-7<('@8B8DL,060@*'=[2A M%/'013@"T8_)DH0 M\JCY0.HA""@@(`66S20`'@`$:\"B$O?XQ"#N4`L=I,`!?U!!#-3A$%``0!=# M(($.X@&-"4!#$QHHACD,,1-4F*,9'&C$I\5>$"1\0!'ZF`)(V*"")^3"%N<` MA!MZT0]H>"%RB'"`+AJR#R'$8@810$(82@$/?O3C'2B0!B>L'1($+(`"8K@' M,6)!>8*((P45L"]("`"#+CAA&H+0`R`*X81'M+($C:B#)FR_D'#<(!464(#_ M"`@C!6V@@Y?/^`(*`-""2H`(=_OH!PQB4'R"K.,%!>@`)8)!A11<`@B!0`=U M``>1$`O*0`I1X`6#@`@=``D,L08\H`93D0)R$!4BH`W4\`%$``<`\`G]T`T: M$`/`4`W%<`-G4'\$D0UOH`.[10K*I`C#8`R^<`^P8`CP$`Q\L#%)T'4*H0T( M4`!RE@)*)P@H$`,YT`R/0`&``0"+D`L\H`!XT`YV4`,0L`4H.!#;<`\`=`<`,\0`$-DQ"_D`,D8`!20'RI<`\LT`23 M0`E/X`5&,%\$8`0$0`'&H`PNL`-+D`;(<(79I@Q-_\!17^`)0)`(8V`$A;`' MAN`#.Z`&24`,"H$#/5"!1I`(B.`%M@`J^2`*6.`'LL,&&+!I5A`)F$`*-S`* MEF`R"*$/Q>!L`F$,]&`>MY`!(($!)``Y63`)WS9]?_`N&(`"EQ`(9I`0N>`" MB_`%2A`%QI`,UE`/K%`*J.`''E`#`8`*UH`"'-`$A_`,^F0*@2`'T"`0\A!V M!*$/+#,0Q#`/YF$-,&1$`+!4$/PH`SX_`'VD`T MT1`1XS!M*3$/KK`#%R`01O]P`!;P!M;0#\4P"XR0#Y\`"5;@31QP!/)($.1` M`7"P"!@0`GKP!W?@!I5`#>^`"$"P;0!@`R$%``B!#JN0#MD@$-^@;@^A#JW# M?0]!#JI0$+8`)U4`-:4!#ZP(9D MX`!F<`N5,`>YT`_.$`B$8`4%T`+NT`_!X0-^8`IJ.1#H0'H1P0^E*1$8.@V\ MX(D#(0S3A@Y\D`D"80H/0``Q4`=L<$.`D`_18`8"T`.LEIJWX`./$`$\$`N9 M0&F34`C;L`@0``@\P`.R0`N95`KE(`L6D0UFN1B_$`B68PX*(`.TX`@"H`,X M,`%6P`(PP`118`WQ8$@08`<;4*`#P0I-X`AQ\`2FT`^;4`AT``?9@`@5$%P> M\"`VP`%L``S?>1"H4`\*<0[-<`T#$0\W=A3','G4``7'_Q08QJ`-^'@/TS`+ M@3`$'R`'#:!B`V$+1V`(5Q`)4A`&^)`/NR`-X?`(2?`#"I`"(=$$A8`,#8H0 MZI"A!M$*[T`0S]`^C)$/D+`T```#U$4#`E$,$H`!\6`*U#,$$@`+!,$"8-`# M%8`'5J`%G.`.^%`,5;`&O:8(["!-45`$AX`'A\J("\$)!V8%Z^`#(*$"I``% MO',)L"!G`(`#64!\`P$`88`(*2``=!`%9``(A^`%.3`$.O!W_=`)`<``2Q`( MN\@8^#"A%O&PV;8"```*[A0`!1`"=0`63'`!#P!NT%`")`$"9P"F2#_&`(2%!$"T` M"!^`!"#``'V``4H0?8FPA"%1`'80")A`#HI1?_`0JP;A#I9@%.@@3[YP(P!@ M:9H4!+7@"K+@"1I`"J(+$H++!Q)`*J5P4H!`#<.``B6@`PN@!Y8`.2+0!YX0 M#]:I$/$`*N2*#0U0`JI0"PNP`QZ``AT`!>>0#U00"5[2`$5)$"5P"4NP!,20 M#N!@#(S_0`V_`)L]P`+N@`Z6E@&#,`>:0`W)P`P)(0V^@!;U4`P%80PTMQ#F M<`,(T+TLT`-'<`+84`@0$`;)0`_!-0";1A`K,`<`D`62T`=M6@IAD`A$D`+J MN@)+4`$;T`1Y0`5#%@=FJQ!\"Q'F,*X&00.YD`VH4`O9$`W[M1#NH$-#D`A6 M^P(GT`9R$`1#D`58\#.6)+B.4`0'T`/!8`CU,`RV(`8)0`)T&1))X`B*\`K% M0`V(@+8%$0]*"A'#(`T$@0K,*A#'@`D\<`.48`N$^A#$0#V:L6RCQ@!*D)BL M.Q`/H`DI4`)HJPN:`0(8I@A'H`/D8`J'L!"VH*D4$0R#)!#F_Y`':Y`.XJ`+ MA``)PK`-CY`)D3`+YN"S^V`4WEL'DU.U+M`&%K`&-4`$'O`'2A`$*4`'7CD0 M)H`'`&`!L4`+O?`*MU`,DP`2`7`#BD`%!,``7E`(,-,W;GL0SG`(OQ`,Q7`, MQ0`,PM`+Z3!H[A,/GLFGW4`/I*`.$"D0Q.`#D8`,JL`'%*,'<^`*KO`&>6`' MF,`.NS`+<7`+AK!%&O`%T$`#"C8(@V`(A=!+@R#.@P`))2"XA_`3)``#?9`# M#E`'=G`"(.$TKC`!:L`"?A`'U-`+[<00['`,O'`,RG`,P1`,A_`&D5`+W?`* MND`'$X`!@Q`,>"`(((`+,HD*P!)B@#/95`V(P M#W50"%-0!8+PEK"`#[E@#^B@#,B0#,)\"#2@!'Y@!W3P!X6`"'00!Y-`"JA@ M#--@#(CP2T'@!Z<0`D4`*WB0"),P"8F`!X$0F8F0`E@["4G0!%*0*[;'#^C` M!"V0/P!``$]P"#0C"Q90`S/0E@IQ#[H0!I8`"IW@1L&0"WR`!3AP!#]P`\`JP4`K=4`_S@`JM0`I-:0C* M,`^"X`=[L`2L2@&',`A^<`GT4`S%(`^:\-.`D`@FP,`5LY6HH`J=X`FJ(`E2 M,`AI@@`(8%%E@`CM0`T[@`>SH`J9L)&%2KP#00NQ4`S!<`NC(`V%4`E?@`1= M$`;&D`^44`J\8`N0@$:+T)/B0`AT,+WZI!#;0`?#0`S4T`>#\`4Z\`=J5`-^ M``:@,`IS,`>B4`D(G@@!/1`M8`<$$`!'\`=H$`J=D`:K<`A/\!.+T`O.Y`50 MV@F%TP3(D`M-2@Y]\`WX``P#(0_S(`_Q$'_Z4`^Y(`S0H@R_``SW_U`/\J`/ MSF8,.#,*@7`,>9`*"Z$-OA`)AK`(^<(()V`#P1`(*8`#9;`#?N#:>"0+B.`' MDHD"@FL(&1`"E]`)FI`+P-`)PR`(9V`#%&"V<0``B)`*W!`'8=`.\,`(DQ`. M!`$.V#`)\\`*!Q$*SN`.K\`/@9`+X_#/X>`--_ZVBM`(Y]`/HT`#IH`'QY#< MF,`>=B#5@+`(,_`$\1`-L2`DE:`)=V`']=X)PBR9*D`0)]`(A1`"2G`,S(`/ MM]#.C9`&#H`"Q7`(:%``K0`-V[`*BK`&(\@+]E`/_,`/NQ`(]+`/Z;`+MJ:"V[`![^`:_G`#SM_$+97 M#_WA!S!#"%,0!(<`!TB@!WX`#L7@"[]@#*,P1W^@"!V0U8Y`"!I`!,G`!Y!` M!WQS"%00!>$7$BV0#*I@"ZN`"6IP"Y.`"J\P?9TP"[#P![-0"H*`##]^"9]9 M#'V0"!O)"%#PCDV0!NR@"G40"(T0=N%`"FF@`_R@#S7=#^0`"7QWG:U@"]Q@ M#8(P`Z";`R:@"#L0!X?`"9NP"9T0"7SPM75%$'79"&\0`6DP"%NDTWQ@!C&H'(`T4\@@"R'*B7I,HC/GCQQ5J6B`0##/F]+ M``"Q)_#=MC^.6O5#9^@-JVE\I/6C)]#8-X']!D'IYPU+&G'LY-5SMZ]EOVS! M_,QA%P';(,J70A:X9'4!Y]D#[INN6K7[Q MYK'CUX\5%WSHN"G%'$V7H#2\%,%2M"/7#5S5UHUIXVI4J4^B#NFY`T=0_P4E M`J,4D53(SZAJW9*58W7'SZ(EL';FRM!'QXM,P\8)4];,&*<_(!+4D=5@1**/ M_4P9RB6KWRP]@`#QF0,+69ID]5#M,<0'EK!UMNQB5LK.$9]8LN(QXX675X*Y M19EQ\"BCC3SLV(.50X#9HP]<&KG"@%.F@4*+*+8HY(U>.O&DF3_X$.2/#%S9 MR1TG[J#$!RGL@>8,.^JHPP\[UL#"`P(``$`"+:9!(QQ@!-H$G%/DV(,03"KY M:@]*W!!$EV,FN4,>_);Z1II,XLFFFRL%.F>23_JP`Q`]-O$*D#M0:4(&$+CX M`HU&MD"#$$#PH+$/+FAHQ`TEW%%*AQ@HR4&$1/_4:<6./Q95!`LF%FB`D$!: M0($/.>(8DIX]A.D'E3C&Z8>:.?;PQ991"#$&$40`N2687KS$#!],!`'G2\R8 M:>07-W3YY18[[+@E%AL^L>0*`&0XQ!!"%KU#%EKNZ$,/0>;P`K,R5I!$AS3\ M<.02/LS[8Q`WNDB@A'[X"0*`'ZC81:!\8C%&H'2\H8824N9@9)=.=MFECUV` M&>8<6Z;9R1YKMNFGFWC[":<6@OLA)QML$OXFG7Z4H0.13O#0Y)-,]N!CDT[. M"$>>,`3H8]E%S[/$VT`",:2('S##1H=)F$BCD#WV,"^L/Q#)(X`,8FJ!!3MP M>>>5E/IQIY14]+%$C$O_5#GEF'3,P2488H8Q!I!GH%%GIU8"::.8<)X12)H9 M4A$(FC1&Z6<8((9H)Q8U_-`C$(;VT#N/*6+X1I],KG!CD$7_,&]G\_QH1(=+ M,#/GAS(<4:1$GQ$'9)`V;A"A"QMXQ*`?=>(XJ9]\7(%%GUM0&:6.0MAYI@]C M0+/R%+NHV8F78=2HI:5W*H&C%X&^D0.5BQ6@`9UA6.D#Y,0#F6,"!4:0@1,N MNE`$\\/!_:.0-1XH!S]-.$`$!Q\6N7SQ0PCI@,<)Y!``#W&&Q"RI;N(0)!!2 MX$@ED6.$F44]^L$.'ASC'/>8!B>.@8=K8(-3^X"&+5#4CU6\02?%H`,=X`&, M_U3D@1*/Z$,?+L$(.%"`<1P@P0.T<`CMK8@C&OV(!1OLT`M7W,$.P^!$'>80CF!P M``!C:`18MA<6/Q2B$'Q(03"^5`0,*.L/@>B9'_P0"#]P0`=1"$$MXF$'$1#B M'+;JAS'R\0YN@,,7U&"$)7+3.X$LP0:38`,(6)$.;BB##ZO(!2]D$0M<:&(0 MRDC8+]AA"S8$PC!AV<,A%%&(;/PB"T1X!%C2%Q9"C/]A#8)P@ZV6`0`T&.(/ M>RC$'_S0A\P-PA!P$(`'"L$%'@$@#BVIATZ48@UDM"07^)"GZ5HRC%[D8ABV M@(>[]+D+:M##./HTPQEX&(0?2@``!O@P`Q=@P`1500ZE*.,0B5"D M0&[A1BN!201"ERT3$05H('$O#`&N20`2Y``G%].`0H M[N`S0'`+#1%`F*V4\89$[*$#/$!$'[QD#3R$*Q!1^,$`PM`-;SP!`:9PJE*N M$8A\P.,5IO-%+$S9#J,*!!?_L"!$/4P1#VS`P11?>H<;;F`#.52C$4'X%N+^ M@`=K]$,4=5V<2(!I5`UT@0DWL(0@^#`(1D3B<(%@!"(P`(5S%.,"`%C!.I02 MC6_(`QKMN$4_\-&*<\RPL>LH!R?\X`5>P`,>8;L2+V;`HU.0XP@*\(/A#B>) M1C2B#W^0E"&D,+3&[L$'EW`#"?8@VSX4`ER`",0A.L""$Z3A`30H!CO0L9-8 M;&(66:AG/_31B5PTMB7,B-=_'F:K<\1B$"_@)AYF4(*7D74A?0A$(FY`!DD, MX0\.]@8,YM"(&%"A$8680Q($`:Y$I(M'"6"#*G9!#%6HHB6[<$0Z3E%4@=RG ML<;P_P:1OY2-9?0C%:YXAR`2D0(!```$B!`O]\`5B#CXX0X,X)2#[Q``.#"" M$6K8@QZZ@(8;($(L3;C`;SW@"3NX@@VP2(0H,M*/:<1#//B)1SE`]252>`(6 MS@C'8:_T#D5DJQV2T`,A0*$#!]1@$8-*A$(MP`7"1T;P]R$$6LX"'4L\EP&6\PH@"H<1R`*(:`B$',O^DI(A/8B8?C^A& M.2SV)7D88A8HR4,4TD"'(/1#$B`NS*]<&"XPS,$/95"R@_NAB1&<80H6^`$C M]N"&2-"#'3\`@R2P@`$_J``!;&B%'/B!CW[XPA&1H=DOWH@,:@3T'3SOQSSR M00U?5`,5N+@2/QP11(&(`A:J",0I8L'1/]2A%]$(!A^D*,>&6=$,;_2BX/(SA#%IH8FLX1-P>))&12N3!A8EP@@B\D7:E ME,,'.(!$3`G1%590X@\E0B\A+@#_A&Q\PQF:6,0X.I%O0:R#'+KN1SJTD0VE M>&,<^F"$,)J!'WV08QV"X&D23<&/!#<<$#@0@YW4)`E4<%VTA>A#^%BOE#.@ MP!&9>\,3%H&'\KBP$%`(@O"2K@]*F*(;P-P+5X"'75"J3SBHEKB'*LB"*S@% MZML%>$"1>2"&>S@7=A@&"NP'3`B"1("#0EJ9/1@K[6$$(B"&]<./-,"!)E(! M&;`#^R(K0"B$+MB!%[`$11"(-^(2@3`'>=B'9HB'5D`%7?@&;@`47F@&=UB# M*$@&@<`'A2F+?6"&?8@'0)D&<=B'6."&:2@'4"`$`X@"0S"$-3@#P\$O&#P$ M/_@#2.@!_R00(!/$C#'@@4M``1[I@??#'#[X@SR0`SV0@P/H`GEZ.(%(AND3 MB'K(B%ZPA6WH!1;``W:Z`6`HAL;(A5M@AYV(!DBH!7&`!#'0"7T`H1^(`D?` M@T.`@B1(!/,@D2I`@D1XA"!(@!)T0\S@A@-H`BT`@06X"$;XJCT@!VJ(`2YH M!#LP@`\0!G9PA>2*ATR@AG#H!$:XO)WH!F3P!6&0!N*J%8'@!^;C"8'0!4BP M!7?P04U4E$-XC4W(`T,XPS]HA"\`@CD8`TI(@@*`NEC$#U]H`">XA#IH```0 M@DLC+8$`ACGX&3(5P8(4T M")MB""QT>`$MZ+`_H`-%Z@4Z6!1)8`(7^`%'F(0;*`"JHT?\*(<9B$,Z<`,X M"*<_H`1'@(1*(*?P8@0_V``M2(5C6#U]L(MXN+CP@09)T(?HB(=TF`5GZ`=Q MN`;1V05C4`-HT(5\DX4N.(,-N+W#\8-.F(1)^!9`R`(>6(`U@`0E$()YC,DK MV04`(())<`0=*(-'2`3TVQE(NKU3=`1@,((U.`$[4+]^V`B!8`9!&(?940=V MJ(58T`=P^(-KS`=0<0=1`(4\X(`80(1#P+U'$@0/L`))R2\8.``3H`0A(``, MG,LOT04&V(']N`(D@((HX`/[6I9#B(/_)RB$0^B%1#B$++B!%U""2[`$^FD; M7NB'8JB'>O@%8U`JY..%3XB&1+"#$#($6\B#%RP$,$@!0F`A_!*$/"`$'VB` M7`"ZV/P2:"B#'="#+!`#!0"`#;"!/3`#0CB#*C``'X`!>/"%-C"&7K@$*]`` M'GF!.LB&@,*'WLL&GDHR=Y`';5"$0!``':`#/VB#./"!8+`&-Q`G[0D$1QB$ M$[B!(E@$08@$)`@`YW3/QD(G.A""`^"1#=@#(SB$/G@#?AP276@#:3`#$C`$ M72`&2$`#.E0"'0@`'JF`)2"`':`$'`"`!:B!,F"&X6P")/"#EOL$!EF40DH$ M0L@``$@#0""$_]!H@%^(49%K!BD`@"EH)PL@@3B0@S/H`2H@!SQ@&&%X`Q5P M`7R8!#^(!T.P@!O0!79J@T*P`@"X`@<(@RO0`$:0!U.HA&9H!T20E#J@A'`0O0```2(`W8!(%>(#N,-E8I`8_RH`Z"(0_B`$O"``@<(0;.`%/D,2]\`$A M\""F"8,6<``1"`9GV`=5@`0"2`I@T(5(B`(H<`(](`(2F((@T`)C`0!X(X-0 MZUIZ'`==R`(4R(`P@`(Y>(-)<(((0`$W.`(EP`)-R(0QN()+"(15B(8^,(1) M2`=8J`-`Z00/Z(:$.P8_:B<0*`%VJ@*UZ`#_1$BNQXW19`B#`!@";+$#(.`# M!`!8'IF")Z@!(T`"/5B$GS("14`#(U`5!``"!QB``6A2'A$`#0@"-;`(`."` M0=@+X#W79E@%>NN`.QB#.LB$,_@`,Z"`#*"`=06`,)B!*?B"$0``'!`"'U"! M"?"`WP*`-B@!#]B!+-@#/V"`!*`!1A`']55?3)^@#'M"!(A@`2*D!)H@#+0@"$E@$*9@!!CB`'2B$!+-@"YX';L"#'E"" M&"@!*:B",XB$.<`#.X`61""#)#""(^`!,T@")V@!!D@#";@Q'\`#;@BY'?;B MF'@%5YB#,"""$UB!)A90@1,8@1)(`1,@@1B8@'8"`#V`A5J`A=7ZXCS6XSWF (XSX6N8```#L_ ` end GRAPHIC 10 articlesig.gif begin 644 articlesig.gif M1TE&.#EAL``N`/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GQ\?'U]?7Y^?G]_?X"`@(&!@8*"@H.#@X2$ MA(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1D9*2DI.3 MDY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@H*&AH:*B MHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^OK["PL+&Q ML;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^OK^_O\#` MP,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)R MWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOKZ^SL[.WM M[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ^OO[^_S\ M_/W]_?[^_O___P```````"'Y!`$``/\`+`````"P`"X```C_`/L)'$BPH,&# M"!,J7,BPH<.'$`GRBX=.7\2+&#-JW,BQ8T)]]_AY7+C/7+1G*%.FI.9NI,N7 M,&-N3":GQXX>.'/RR*$D5;EX^?;)'$JTJ,M]8B*PZ$.J:=-1E93$H>)$RIA1 MW.C5$VFTJU>#_/3MXSI4G`\>J<[M6\MV'K)LDGPX,%#BRREH^+[J]S$RLV1-J%%ZP_0HH65Q*#HC M;BCGF^=Y(#YY]9R5@3'ABS:%\*2],K;N<&:&\^9@`"(GW>=911S$"=<:IJ\3 MJ0760Y$!3%__O]L)V4``VTC//,[QX^WQS9H>J4G`VY MH<^C/YRWKOG!L(M`\\\<"W$3\EI1%`$,]4%U-^ ME+V$#S!!0""(/`8R%`\=*KR!!A'2E*9/:3#)LTD&*/PACDR^F&"&<3&5$P@% M.*0R7HD)[<,+#QB0D`(@YB!43SO>M`+*)Y^$\LLXXW"#RSL:*L3/.F8X8($? M7;HD#`DR[%)@1_IT0T<(7YQ#I$+AP"&!`1"\0$N9`SFC!QHH6%!!!1:H$$00 M3\"`"#@-Z?.C`!3,DYB$&7VC0PNWK,EF-4_0<-N<"-%CR08!&`$"(!T2A,P5 M,SB```('#/]`P*L*0'"'-O7D>L\]];Q7D#VBQ$#``-.4XPP]+NG#Q`6BP`@3 M.EZ4T$PYH!Y4#R@@$(!)$'64`H]!Y@23"RJFF+*)&GB8DLD/#/0PA17PJJ&& M%8G<)Q$X8RP@@"7M?'./2_9PH0`:#BPP%G&$H M+_\6Q,_&;.DS3SW[U&/,&V"4#(85+QA!"!.#>$(E+^.T\PXD'`2`@BCRH+)( M@QVA,\L-*I0!L4+[I/-.0NM`@D(`%CQ"8K4#Z3.-'2GX$`0'(V)TCC3..$,, M,M@D(P409%LPPA)LN)+)"P(@`,8WY72S'4?4]$#`"]\,M0X9!BC_8`:C0VVL M,4/ZA&-,&QS8P<,,GT8D2Q-##)'$)Z_`$DS7SK!Q`@8CS%#"`0`,T,,QFF;$ MC1H6,)#(4/7HH0`!.]PR]TO5;&-1/NJ$DXP]"^6##CR<9%"&$"E,,U`^XF"C M_/+@P`-/.IC97E@! M&$2!#OAH8@=>F((4EE&=?;@C'B%Q2#I,P(`&4(%G_1!$!$I`A"D((@]/($() M##`#9;A#']"X1##:,8]YR*,;A*A"#ZJ0!C]LXQ[>^$81^V````#@`"Y`@Q]H M,(`"N/(`&C@"&N2EAF$TY![#(,,"?.`+`W(D'^?810T,\(5W\.,:3(B!'YIT MD'Q$(@4.&`$MW(B&!W`@`C_(Q;_PX8QF$&,7U&#@1ZA@``E$HC54T``CM#$. M=[!#'-#P`@`F0/^*;.3#'O((I(/:L0LHN&`",WA&>^[AEBT,```$L``.;&&- M2O@``0]UI0(8L(".=F)_\^!&/;#Q`@]PHAXQ04D6C#!P;0B2T*Q!N?"($,`-$%,X@"I=EX`A)JX(,[C`,^ZBA%-@;""P\L MH`X$@<('1*'.=:@!``'@PSD@5HU-B`((%1A$-?+6#V@$`@$G2(,40%"+<&2# M%X2P`@-,9 MW9@"``H0!QY!P0.7,,Q`/GN#!6@!Q#AH4=`QW2?\0@A+?<>K$`!#VXQ MD'OLP@<"")T!`O`$Q#:`!(#P0P<8T`8:CX0?YI#$#Q2@@3;\8BL+$9Q`W"&I MA-2#$`_H@"KT80XQ)```)5#$,O!AS^:(`PL0`$(S^G$/6@0A`5V@5CL*D802 M)$`'JT!')=00`@+8@`E;H,((-.`$(%P@B040AA\P4(%'H*,?YKA""R*@@D98 MPQT46HLQ@!#Z+1#V*#(@\O<"PE?"&-.M"@$)8HIRM,040^N&#/ M14@!"CAP`UW@XQ[20,4?:E"!)'1B'!9AJ$#L<88(W"`),"A%QK)AA0@,0`$8 MP(`AOG'7.6R@#RUY1QX^\`=H?#PB_"A'+30Q`A5PX17UY8X],',/17@A!ZPP M9C^VH889K$$:9-AY`3`P`1)\(19#&H@YL"""7PQD'FT(P2@P\XYM-"'B-J#7 M(`[!!DV8HQ[VV,H^P&&($X``!4S@A!P@T(9OA$4>YW"%%CH`@S/PPJ?]L$?_ M&1@0!TETP`\9](8EZO`#&*R``C!H0A)HD(,[<*(E^/@$!C(PB,YZ*!WG<`E4 MD`$T,`J*=1#=P`5-<`344#KX,`LI@`&-$`8[)P6"P`0)8`%.X`L9)!#K<`8K M8#P#P0@-8`3`\$:78#.*,`,4D`6Z8`>$\#`$(36```F-4`SHP`@D\`.\8`Z> M80_%$`,#L`!,0`TS.`HO8`:-\`%],`]S=P[8T`NM0`9!,!<%P`!,XH,RA`U= M\&W`<(`=L3'NL`DM0``H8`C"X`SV`!\;HPZZ@`J`4#HR]`LL(``XH`=1H`!; M``Z,L`$*X``OL'!!$7EK``6!,1"PD`$(8`3I)!+%_\``'@`',2`!/-`$%#`" MDO`T_2`/_L0.SH,/Q%8)0O`)K)!RV'`$$>``'+`&O^`-0,$/\S"%<,`!?N"$ M`O%,UP`.;1`$'Q`"0'`&EB!#`[$/PQ`#*?`)*1<3VL`'5Q`$&<`#.&`(Q+`. M]3`/[S$/SA`8Z;`-F9<0_$`-Y)8`+[`"!N`%]Q`.HK`(EK@!?X`,Y]`->0`$ M/+`-!$$+2``!#&`$D[`-\[`,'N`$W7`,L1`+/P(%"I5KQ@`%.J`(]M(/]5`- MN!`+I0`%#0`#7A`+V&`.D``!$[``FT!E]E`.Z1`-V_`-!L0/S*`'4C`,HL<1 M_(`/]1`,06`#,A`"/R`(F__P"+-0#L?`!D8W0'+H(.GP""/P`3%P`JT@0_N@ M#]9P!C80!&]@"6(P`E'P".PP$)L7#53@`!4P`FP@"K#P`'O@?^-`"+%@BPM1 M#[G`"(E@#0=!#ZXP!W2@`UB`!7(P!0_E`=?`$&`"8^``Q<@`J[T M!)F)$?`0"Y=0,$-!#^Q0&O2P#,C@"[`0"K#P#>YP7PVQ#^S@#=?P#O.@#OXG M$=7_P`J."3=U-!#A@"RYX0UKX`,_L`)PL`V'H9VR.2'YL`[E(`^C(`=X$`(# M``0>MQ'VL`S-4)]0DQGX4`W1X`S"(',2`8HO00_+)0_KT`V,\`(0L`G@=Q'\ MH!6/=Z`@^A+F<`Q_D`&4L*$AFJ(J.ESL<`Q#<`C)N*(RJJ+F,`91$`OJ-:,Z M"J+X@`L?4`/*L*-">J#V0`5"X`Q#FJ1S@@]EP`74HJ0@NC&Z)D-26J56>J58 MFJ5::J7U(`4_\`MKN*59:HT<\PY)]I+W``]9E$7IU0Y9!`YP&J=PJ@[N$`YR M>J=XFJ=ZNJ=\&J?.@*?-<`R.:0RW4`N&6@O`H`RZ<*B,Z-JHCOJHD!JICLH* M(>``1O`)D@JIM*`(H6"HKV`'<-`)LA`*G=`':\!+<]`';B`O6="JKMJJ<)`' M7/"JM%JKMGJKN)JKK@H$M-H%1A`$)+`#.8`")A`")4`#"^8#-H`"+?`"-&`# MT!JMTCJMU%JMUEJM->`!&6"4U]JM+"`#T%H#)V`",4"3QE@")5`#,W`"+E`$ M"D8'\!JO\)H'>B"O]GJO^)JO^KJO\AH']NH'B3`)>$`(?'`(BZ`'B:`+Q%`, KPR`,DS`*J;`+PC"Q%%NQ%GNQ&)NQ&KNQ'-NQ%+L,R2`,Q3`-SC`-`0$`.S\_ ` end GRAPHIC 11 anslowjaclin1.jpg begin 644 anslowjaclin1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0`\17AI9@``24DJ``@````!`#$!`@`9 M````&@````````!%1$=!4FEZ97(@4V]F='=AH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::G MJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U M]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`" M`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2 M\!5B7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2U MMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`, M`P$``A$#$0`_`/WTHHKCOCA\;_A9^SC\+-7^,_QF\76VB>'-$MC/?W]VW"CH MJ(HY=V;"JB@LS,``2:3:2NS2C1JXFK&E2BY2DTDDKMM[)+NSIM1U&PT>RFU7 M5[Z*VM;>)I)[B=PD<4:@EF9C@*H`)))Q@5^8#T_-;_@J-_P6E^.O_!0+7;W MP!X.N;WP?\+8IRMGX9M[G$^J*K#;-?.GWR"=!THXO/F[O54T[6_P`36K?DK6[L^Q_VB/\`@N__`,%*OV@Y[FT' MQQ?P9I-QN":5X&M5L/*4YZ7'S760#C/G=L@`\U\N>-_B]\6?B9(9/B3\4/$7 MB!F<.[ZWK<]V2PS@DRNV3R>?<^MFHX*A& MG;^5)?>UJ_5DD$\MO*LUO(R.C!D=#@J1T(/8UZE\,/VY/VR/@Q?1ZA\,?VHO M'>D&%MPMX?$UR]N>WS0.YC<>S*:\H`'_2AQ3EL=V*P>$QM+V>(IQG M'M))K[F?IO\`LJ_\'.O[6GPSO;;1_P!J#P7H_P`1M&!59]2LXETS5$&,%PT2 M_9Y<==IB0L,Y'ZV_L3_\`!3+]D?\`;WT+[9\"OB-&=9@A$FH^$]706VJ6 M8QR6B)(D4=#)$TB9XW9XK^5O)8X'X"M?P3XX\9?#;Q=I_CWX?>)K_1=:TJX6 MXT[5-,N6AGMI1T9'4@@]O<$CH::E*/7[S\IXH\'N',YI2J8&/U>MTY5[C?G' M9+TM\S^Q"CI7Y>?\$;/^"\&G_M-W6F_LP_M>:E9Z9\0)`(?#_B@(L%KX@(`" MPR*,+%='G`&$E/"A6PK?J&#GD=*VC)31_*_$/#N9\,YC+!XZ'+):I])+HT^J M?X=0HHHJSPPHHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H MHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BB MB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`**** M`"BBB@`HHHH`****`"BBB@`HHHH`J:CJ-CH]E/JVK7D5O:VT32W$\[A(XHU! M+,S'`50`223C`K^;W_@M1_P5$U_]OSX]3>"_`.MS1?"WP;?2P^&K2.0A-5G' MR/J,H_B+8(B!^Y&>,-(^?TL_X.0_VX[G]GC]E"V_9N\#ZLT'B;XIM+;7K4N0N,&O5OV*_P!DSXA?MN?M(^'/V=OAS`5N=8NM MVI:@8RT>FV,?S7%U)[(F<`XW.40R25V< MAX:^"OQC\9Z1'X@\'?"3Q-JUA*S+%?:;H-Q/"Y4X8!T0@D$$$9X-9OBOP7XS M\`ZBNC^.?"6J:+>20B9+35K"2VD:,D@.$D4$J2K#.,94^E?TT?'[]I#]DW_@ MC-^RCX(\,ZMHTUOX=L+VQ\/:!H]CB2ZE0L#<71!Y?RX_-GD;J[X7AI!7D/\` MP7&_X)_:%_P4`_9,LOV@_@5;6^J^,O!VF'5/#=QI[J1K>DR*)9K964'S"8\2 MP^K`J/\`6DT6E=W>VZM^M]3\3ROQBGBLSHQQ.$=+"UIRA&JY=4TDVK6ZJ^NF MNKL?SO=:**.15'[JFFKH5C:G-<:7=O(L;R1VSO&28V5N&`/7M4MVT_K70\W.,SHY+ ME=;'54W&E%R:5KM)7=KM*_S/DR"YN+2XCNK6Y>*:)P\_P""J-[^V[\(Y_@C\;/$*3?$WP9:*9[J1L2:[IV0B7A'0RHQ$E16>J6M MQ<-)$DM]#'(`'D9?F1F'([U^0W['G[3WCK]C3]H_PK^T7\/YF^V>']162ZLE MD*K?6C?)<6SXZK)$S+[$AARHI+FB]5MV/RK,Z>4^+_!]7$X6E*%2FVH.5E+F M23M=-^[):/7SZ'];'/I17/\`PO\`B+X7^+GPZT/XH^"-12\T?Q%I-OJ6F72$ M8E@GB66-N">JL*Z"NI/2Z/Y%G3G1J.$U9K1KLT%%%%,D****`"BBB@`HHHH` M****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H MHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BB MB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`_FB_ MX+R?M#W'[0?_``4G\:K!?&;2_!1B\,:6ADW!/LP)N`,<`_:I+CWZ9Z5\:G@` MCI72_%_QNWQ-^+?BGXD,TA/B+Q%?:D3(,,3/FF_L(_LK7'Q M\^,^GPZ?XX\;V"ZEKDM^/+.BZ6J^9#:L7`\LA?WLV<88A3_J@:_.G_@W[_X) MNG]KO]H@?M!_$W0FE^'WPYOXYMDH_=ZIK"[98+;'\21@K-(.A'E*_E(P(Q*#3 M6UW\O-GX_P"(N;8KBK/*/"662W:=:2V26MGZ+5KJ^5'YL?\`!77_`(*":G_P M4)_:RU'QQHU]./!'AT-I?@6QE4H!:*V9+ID/22=QYAX!"")#GRP:_13_`(-J M_P#@HS_PGG@BX_8$^+&M[]6\.6LEYX!N;AB3=::&S-9Y/5H&8L@SDQ.0`%AK M\1/EQFNG^#GQ:\=_`7XIZ!\9_AAK;:=K_AK58=0TJ[49"RQL"`P_B1AE64\, MK$'@FA73OU1]QQ!P'EN9\(?V-1BH^SBO9OM)+1O_`!:\SZW/N?\`X.!_^";< MG[)'[0[?M$_#+0?*^'_Q&OI)G2!`(])U@[GGM\#A8Y0&FC_[:H`!&,_GB,,< MM7]._A75_P!GS_@ME_P3=#ZO:QQZ=XTT!TH>CTVZ'B>%O%6(S+!3R?,-,3AO=:>\HIV3\VGHWZ/J<.W#'%?=/_ M``;E?\I3?"7_`&+^L?\`I&]?"S#G`K[I_P"#OYO`,@U_2'_P<6_\` M**GQQ_V%]%_].=O7\W@X!K1_'_7D?!^!?_)(U/\`K[+_`-)B?T-?\&UO[1-[ M\8?^"?J_#'6;HR7WPW\1W.D1EWRSVY8PZAH6DZBD15\;8NG35HN2DO^WDI/\6PHHHK4^#"BBN(_:2_:$^%_P"RA\!_%G[1 MWQI\0+IGA?P;HLVI:O=D9;RT'$:+_'*[E8T0&/@E=:5>?&+QQ:/8_V3?CPU_9DFF3Z MA%%/IMY*WF,K6TH<1/G'E-(2Y0PR*/#?^"5_P&^*W_!Q;_P6(\4_\%$?VK=# ME?X8>`M7M[Z71+EF>UQ&S'2=`A)`5XXP@FN,##XGSW30VEN6N-;T$9DNK3"\R20X:XB7D\3(H+2B@# M]4Z*_,K_`(-D/^"M;?\`!0G]D%?@9\8/$IN?BQ\*+.&QUF:YES-K>D_"ZD1('P_EPPF11L))XP>!7(ZY_P< M._\`!1+]O+Q7JG@[_@A]_P`$RM2\:Z'I]P;9_B1\1XS!822`L"%3[1;V\!P` MR"6[+D$;HEP5H`_8ZBOQ<^(?[3/_``>*?`GP]-\4->_9(^%'C'3[*-I[W0]` MLK:_G1%^<@6]IJ"7,QP"H6$NYSP,X->]?\$3O^#B;X;_`/!4[QM?_LU_%;X3 MO\.OBYI6GS7B:1'=-/8:S!"P68V[.JR0S1Y!>WD!.T%E=PKA`#]*:***`"BO M@G_@M#_P7D^"7_!(VQT;X>P>`[CQ_P#%3Q39?;-"\$VE]]ECM[,R/$EY=3;' M*(TJ.B1HC/(T;CY`"X^7?"_[7'_!WG^TMI:?$'X<_L-_"OX;Z%>*LVEV7B-( M;:\>)A\JR0WNHM.C@8)WQ0Y)X'4``_9BBOQ/\>_\%-?^#I[]AZTG\9_M4?\` M!-?P3X^$:=$9=2U3P;:M>#O`VE:CX,^).BZ;]NUOP%K)M_\`L.:9_P"H!!7]"U`!117S M;_P4J_X*I_LF?\$K?A%!\4/VE?%%PU]JKR1>%_".C(LVIZW,BY80QLRA8URN M^:0K&FY06W,BL`?25%?B/\/_`/@M?_P<*_\`!2(?$7_`,$U?^"7_AKP]X#N M9V2R\5^.)7E62/.SS8[R[N;*WF"YW,L,4I!7;\V"&W_$7[4__!X'^SS;'QQX MT_8B^%7Q'T>`>;J&G>'X[>YN4C3)98X;/48[AW89V[(Y<%1\ISM8`_9FBOS( M_P""6G_!S)^SW^W1\6X_V4OVD?A7??!7XN27K6-GH6MWIDL=3O%+*UK'-)'$ M]O9%)8A%=W^6OTWH`***_*FQ_X+Z_M!?!+_@M7_P`.M_VW/@AX/\,^ M&=7UXZ=X3\=Z1)=1O>I=KOTFX83RM'LF)2!]N=DS,N?D:@#]5J**^2/^"T__ M``4]TO\`X)0_L57O[1-GHFG:WXKO]:M='\&>'-4G=(K^\E8O(7\LA_+CMXYI M"1W5%R"X-`'UO17YJ_\`!`7_`(+UWO\`P5VN/'?PV^,7P_T#PAX^\)K!J6G: M9H%Q,T&HZ1)B)YE$SL^^&?:K\XQ<0X&=U?I50`45^7/_``6;_P""^_Q5_8*_ M;$^'O["7[&_P0\._$CXB>*X(#K.F:S/<#[+<7LZ0Z=:1B%T_>R?.[!CPCPG^ M+-?IAX"/C9O`^CO\2AIO_"1'2[>6OG"`2,SB+S-VW<2VW&>:`- M:BBB@`HKPGXO?MK'X6?M@^#/V4/^%:?;_P#A+M/@NO[>_MGROLGF37,6WR/) M;S,?9\YWKG?C`QD^[4`%%%%`!1110`CL55F]!FOR>_99_P""O'[8OQ:_X+37 MW[#?C#5O#[^!+?XB>+=&C@@T0)=BUT^'47MP9MV=P-M%N;'S8/K7ZP2G$3'_ M`&37\_\`^P;G_B)KU3'3_ATDM&NS7<_H"HHHH/SH0'-+7RS_`,%)O^"K7P`_X)K^%K)_B#97NO>+-;MY M)O#OA'3"$END1@K2RS,"EO"&.-Q#,2"%1MK8^2_!O[>W_!P)^UW"OB[]G#]A MGPKX+\+7T9DT^_\`%BLDQ0\JX>[N83*I`&UDM]ISG.",9NK!.VY]3EO"&;9C M@UC6X4J+T4ZDU"+:WM=W?R31^K5%?F!X@^)/_!S=\,;-_$#_``5^%'C2.)0\ MME8&/>H&IM7X)S6&$J8G#3IU MX05Y>RFI.*[M:.WG8_0ZB@'(R**V/D!,XY/%+7RI_P`%'_\`@K5^S9_P3AT: MVL/'DMQXA\9:E;F?2/!6D2*+B2+=M\Z>1LK;PY!`9@68J=BMM;'R1X)_X*#? M\%_/VRK>'QC^S#^Q)X8$>$K^/SM-U/Q,A5VB/S*XDN[F'SU8`*K1V^#N)Z< MKG*JHNVY]7EO!N<8_!+&RY:5%Z*=62A%^E]7ZI-'ZQ4'..M?E'XN_;!_X.// MV8K1_&GQ;_8_\&^-O#UJGG7[^'K87$ZQ\;@J6=X95V@9+&%U`9NN,K]`_P#! M-C_@M]^SA_P4!UB+X5:IIJ6J7FU8^VZ#P,T4C?=./2M M3Y);GYB_#7_@J=^U?XI_X+IS_L!ZKJ>AM\/8_$6J6:VZ:.!=^5!H]Q>1CSMV M+O M"EEJMY96!8PP230AV1"Y+%1NXR2:]0!!Y%7#X%Z'F9E&<,QK1G!0:E*\5M%W M?NKR6R\A`<\BEKR/]NCX_P#B+]EC]DGQW^T+X3T6SU'4?"F@R7]I8W[.(9F4 MCY7V$,!R>AK\[/@E_P`'.,?B;X+RR^,?V=+GQ'\6;_Q--8^&O`/@>.X\JXM% MMX'BGEF<2L&>5YT"1+(V(@2J@Y,NI&,K,]C*.$<^SS`RQ>"I<\(RY7JE9VOK M=JR2>K>GF?K?0PL->:)+IT8 M$XD2>[,BL.,[HXNH`&0V.(N_^"XG_!27]A#XFZ9X$_X*@_L>Z?!I>H@&+5?# M8$,SHN`\D,JSS6MT5X)C5HR-W)7(I*M&^S_KMW/5I>'^;8F\,-6HU:B5_9QJ MQ<]-[+9V\FS]?Z*\M\$_MH_LQ>/_``9I'COP[\:-!?3];TRWO[%KC4(X9##- M&LB%D)M2MM/COKZ7+23RRR,B>;+)N8#.<84<*`/DOXU M?LP?\&]7[0_Q7UOXU_%[]IWX?:QXC\1WIN]6U"7X]1KOD("@*JWH5$555%10 M%5550``!7P)_P<`_\%&O^&P?VE3\"_AMKIG^'WPVNYK6!H6_=:GJX)2XN\@X M=$QY,1]!*ZG$M?GZ,+][\JTYH=M.A^8$^%^=XO!K-Z^/G0Q%=.4N5:VD[J[ MNG=Z-KIMT/W5_P"'?'_!L]_T7GXZ?\+Y^'/\`X?U? M_DZOPIVG^[1M/]VB]+^7\3Z__B&W$'_0[K_>_P#Y(_I2_8JU7_@C;^P_'JOA M7]EO]KKX=:?!XGNX&O-*G^,MM?)/<+E(WCCFNWV2$-M)3!@-/XQ\!6++K]K9P`R:KHVXL[''+/;Y:0=28VE')"BOP2 MX/`'TK^B#_@@;_P4/M?VT/V7F^!/Q5U9+KQU\/K&*PU$7;!GU;2\>7;W1W$F M1@!Y4I.)>$,[\/<92XEPN)EB)1DE4YEK9V6N]TUH[[ M:?+^=\-M/RFONG_@W+_Y2F^$O^Q?UC_TC>L?_@ME_P`$Y+O]@?\`:CGU+P1H MCQ_#GQQ)+J/A.2*(B*QDW9GT\GH#$S`H.\4D?)*MC:_X-S(I9/\`@J5X6>.- MV$?A[5RY4<*/LK#)]!D@?B*SE?3U7YH_6.(?^'&*Q^%E>%2C-^GNNZ?F MGHUW1^K'_!Q;_P`HJ?''_87T7_TYV]?S>=C7]'O_``<7W5O!_P`$L?&4,\ZJ MTVMZ*D2L<%V_M"%L#U.%)^@-?SA!3M-7+XW_`%V/F?`I/_5"I_U]E_Z3$_5# M_@U2M;E_VIOB5=I"6A3P+"DC]@S7L9`_$*WY5^Z]?CQ_P:@?"FYMO#'Q?^.% MW`#%>7^F:'8/Y8R&ACEN)QN]Q<6_`].<\8_8>KI+W;]W_P``_#_%RO3Q''>) MY/L\J^:C&_W;!1116I^:!7\VO_!V5_P5HMOVB_CC:_\`!-/X)^-K:+P7X$UE M)OB+J\$TAAO=>7*?97,08O#9ACO558FK0CXI>/%FT?X?J3*004MD=6`((:5X4/#,1^=G_!MS_P`$ M"_@Y^TW\!-:_;P_X*0_"W_A-$^(4[#P%H?B&\N0S6HE+3ZO,R2*\DEQ*"L98 M_*-:B^ M%_B=6UG6)54W=XV=,SAG`5`$O_``8ZA_\`)-'_`!#N?\$6_P#HP+PE_P"# M'4/_`))H`_GK^-'[:G[+/_!.G_@LM:_MV_\`!(;XRVWBWX>7NH_VK=^&H-#U M+2X[:WNF*ZEHDD=];0DPL-SPL@98@\./FA%?U5?LT?M%?"K]K;X">%/VD_@A MXB75?"OC'1X]0TB\48;:V0\4B_P2QN'C=#RKQLIY%?%7[4?_``;+?\$K?B_^ MSSXO^&_P2_9CT'P!XQU7198_"_C&QN[UWTJ_&'@E9'F8/'YBJ)%QEHV<`@D$ M?G)_P;&?\%#OB%_P3]_:^\3_`/!'#]M#SM!M=8\57%IX:AUB=A_8OB=&$3V* MECM$-YM'EE?E:81E<_:":`/Z*J***`/YNO\`@Y)\$^%OB7_P<9?`[X<>.=%C MU'1-?TOP1INL6$S,$N;6?7KJ*6)BI!`9'93@@\\$5_17\.OAUX!^$G@C2_AG M\+?!>F>'?#NBVJ6ND:'HEC';6MG`OW8XHHP%11Z`>M?SS_\`!PE_RLU?LZ?] MR!_ZD5Q7]&5`!7\X/A+PWH/@/_@]8DTGP;I<.F6TOQ$O+N2&R&Q6FN_"LL]R MYQWDEFE=O4R-ZU_1]7\YO_.[5_W/'_NGT`?T94444`?C!_P<(_!&E:=!?>#GD@6[@N-.OI+NUO+=)RL=TA,I#P$[_ M`-T-HD#E4S?#?_!T9^WU\$DC\,?MR?\`!$SX@Z3J=LHCU#5M%CU+3HI)<@9C MM;RQ?Y&R2"+A@>,$@Y'I'_!4S_@O_P#ME_\`!+C]OW2?"/Q@_8*G;]GN6+[+ M!XNMKLRW?B*20*YNK2Y!^SP2PA)%^PRXDO+G8KZ#\0-6CT"^BE8@"+9>M&LK9(&86D4GHQH`^/?AG_P> MA_\`!.#Q-J%OIWQ+^!'Q;\+>F:??VT'WN7,=VLN,!?NQ,>!5USQ-J":M\1+;1-#_`+,U=[ALH);RVECC MF"EP^&"^4SL[J2TC,R_M;_MR?\$2O^$/O8OVOOVB?V??$=@]D3IZ7KE MU/`V1E+-/.GE4E"!LC/*X'-?B+_P0O\`"7AGXS?\''VH_&;_`()J>`O$'AWX M%^'[[6[S4$N`XAL]#GL9X(H)MY.$GO#&T,#DNBJIY,#,H!_3C1110!_/3\0? M^5XFW_[#FF?^H!!7]"U?ST_$'_E>)M_^PYIG_J`05_0M0`5_-/\`&[X>2?\` M!6O_`(.R[K]GO]HK47U#P7X5\77&E_V)/.HB&C:)92W1L47.2EQ<12&0+\V+ MJ5AC'R_TL5_/W_P7K_8]_:H_X)F?\%2]!_X+K?LC>";C7O#,FK6NH^+XK:)Y M4TB_2V^QW4=T%!:*SO+7TBUL+"QM MT@LK&Q@6*&WB0!5C1%`5%```4```8JW7PK^Q?_P<7_\`!*C]L+P'I^O7G[3G MAWX:>(984&J^$OB7JT.D36R_&'_@K/_P3 M*^`VA2Z_\4/V\OA791Q0^;]CM/&=I?7DB<_-':VKR3RC((^1&YXZT`?D[_P> M=_L:_#?PCX4^&7_!1#P%IT6B^-+CQXCC_H?_`&>?@CX0_9J^`W@S M]GKX?1NNB>!_"UAH6E>:0.[AP00UI-_I"XQM22Y;KBOUYJAXH M\,:!XS\-ZAX.\5:1!J&EZM8RV>I6%TFZ*YMY4*21N.ZLK%2/0T`?)'_!"W_@ MI!:_\%-_^"?7A?XS:[?0GQQH)/A_XB6L3,-(DLFAZFP=AYQM)'GM9N07*S$#A!7Z(_P#!HK^P/JOP6_9(U_\`;U^* MUO-/XR^-M^9-+N[YVDN4T2WE<+(SL2VZYN3-,Q/WTCMVR?VK?@W^S]^RKXA_;%\7>)X)O!6@>$7\0_VA:2!EO;7R M1)"(3_&TVZ-(Q_$TBCO7@W_!=7_@GM'_`,%(/^"G[\$_=S7\Z8_X*8?M7_M\_P#!/7X'?\$+_A_X M7N[C7X_B`FDOJ)D`75]/$L8TBRE"J6CCMI99C*Q&%CLK9R21)@`^[O\`@VH_ M9B^(O_!2+_@H9\3O^"W/[5FB23K9>(KH>"UG0F"36KA"K&(D8>*QLRD"9'#3 M1D'="NT`9WBWQ/I?@KPKJ?C+7'=;+2=/FO;QHDW,(HD+O@=S MA3Q7S1_P^._8L_Z#'B3_`,$#?_%5]32QQSQ-#-&KHZE71AD,#U!'I5#_`(0_ MPI_T*VG?^`4?^%`'YC?'_P#;>^!7Q&_X*$_#G]H_PW?:FWAGPSI%K;ZI)-II M297CN+R1ML>)/_!`W_Q5>9?M::-H]M_P5W^# MFG6^DVT=O+H%B9($@4(Y^UZCR5`P>@_*ON3_`(0_PI_T*VG?^`4?^%`W;H8' MP*^.'@/]HGX;V?Q5^&]Q=2Z3?331V[WEN8I"T(/ M$9T-+Q;+[/,W*GJTM+NUON/VOHHH.<<5H?CY\I_P#!2?\`;6_X)U_LO:+I M$/[9]GHOB36+6YCU3PQX2.A0ZIJ0FC<%+F&*0;;?YDXFD>-25*AB1BOF+3/^ M"]'[77[0/6XY)QCC)^5 MOVB=4^&GP4_X.&]4\<_\%%/#UQ<^!YO$`O--NM6LY)[/[(UF$TZX*$'SK>&0 M*K!=RJT3Y4[&6OV3\,_MO?L0:OX8@\0^%OVHOAJ^E>0##-;^,;%8XT4=/]:- MFT#!4@%<8(&,5RJ;DW=V/UG&Y5EO#>5X23PDL9*K34U*4I>RBY;QC&%KM=;O ML['Q);_M(_\`!RS\2+J27PW^Q)\-/"=@P+02ZM?PF5?E'RL#J;,3DD@^4HX( M)XKX-^,MM^UU9?\`!;[X.S_MLQ^&X_']Q\0?!CWK>%%"VS6_]I0)$20!N?:N M">>`!VP/UM^/?_!I@&[.2#^],$,=L@2.)5`&%11@`5^&_[87P5_:"_P"")/\`P4MF_P"" M@'PC\$7&O?"WQ7K-U/J(M4(@BBO9-]UI=PX4BW/FD/;N1M;9&/F*.M?HW^S; M_P`%J?\`@G3^TEX7LM6T_P#:,T3PKJ=R$6X\/>.+V/2KJWF('[K,[".8Y8`& M)W4G@'(('-2<8*SW/UKC_`YAG=/"YEEL74PGLHQ7(FU3<5[T9);/NVO*^A]8 M,JL,,H/L:\#M/^"9G[$EE^U#<_MBQ_`;2SX]N)HKD:FY4MP MQVEI=NXE=V0Q8L?%K_@I_P#\$_?@CI-QJWC_`/:W\#1-;PF4V.G:]#?7CK@D M;+:V:25LX(&%Y/%?#?P?_P""T?[;G[>/[?>G?#K]@+X+Z?-\+K`I#X@N?%^G MOQ!YC>9J$\\3`VA*#$,`+EBO(8MM2YSIZ7U]-3Y/)>'^**F&KU\/S4:2@^>4 MFZ<6MW&[MS7[:GZP]*&Z'Z4BYVC<.<Q\AU/PW^"7_*U9<_]CCKW M_J-W=?N17X;?!+_E:LN?^QPU[_U&[NOW)J*'\)'Z7XF_[UEW_8)1_P#;@K\M M/^#K#_DS[X=_]E*7_P!-]Y7ZEU^6G_!UA_R9_P##S_LI2_\`IOO*57X?N_-' MF>&W_);X+_$__26?9?\`P2L_Y1O?!'_LFND?^DL=?0%?/_\`P2L_Y1O?!'_L MFND?^DL=?0%7#X5Z'SF?_P#(]Q7_`%\G_P"E,^:/^"QF!_P3(^,OOX+N/_0E MKXV_X-9/@Q\*9_V9O&?QYN?`>FR^,E^(5SHT7B&:W#W,-C'I]A*L$;M_JT,D M\C-LQOW#=N"J%^R?^"QG_*,CXR_]B7-1C_FKU]S_P!P MO2ZF*3K._;]3[C+JU6EX5XODDU?$13L[77*M'Y>1^FW3I7YZ_P#!RWH&C:G_ M`,$V;S5M1TN">YTWQGI*O$5M$MO#K=XJ1J%15N7 M``'``YHJA\O?-%<_)3/[Q]C1[(_3?_@Y7_9LU#X)_MN^'OVJ]%T"";2?'MA! M)=?:K(26S:I8;(GCE4C:RO`+;Y6^_MDZ@&O&O%?_``7[_P""FGBSP-J'P_N? MB]I%CI^HZ9)8.VE>&+:VF@ADC,9\F1%!B8*3M9<%3@@@@&OW&_X*F_L0Z;^W MS^QUXC^"L,,"^(K=!JG@V^FP!;:I`K&(%C]Q)59X';LDS'J!7\O/BOPKXC\" M>*=2\$^,=%GT[5='O9;+4M/NH]LMM<1.4DC<=F5E(/TJI0Y9_P#!9^*>%^,R M/C'AVEAE`R.:H_<4DE9#OF!^;BOT MX_X)U_\`!NAXA_:M^%?AW]HCXT_M`Z?I'A+Q)I\=_IFE^$%%W?31.H^66:4" M*VD4Y5E"S%64J0#D#\Q\\D,<"OT!_P""-'_!:'4?^"?]Q+\#OCC9WVL?"[4K MPSPM9#S+K0+ER-\L*$C?`_+/$,$-EU^8L'G3F7-L?$\?QXJ_L)SR&=JL7=JR MR/F+]NO]C+XF_L)_M&Z[\"OB1IUP(;2X:7P]JTD9\K5M.9CY M%Q&V`&RO#@?&O$=M:RVT>H6]M# M.K0RKAXWBG1XI%/!PZG#*K#!4$?TOZ]HW_!.K_@K/\&XK6_N?"'Q.\/[#);R MVUT/MFF.XQN!4K+U5 M^J:L?DM^TS_P5'_;I_;&^'B?"W]I3XW1>)]#COX[V&SG\):3;M%<(&"R)+;V ML(M>_;M^(&A2V6EW&D/HG@<7,95KT MO*K75VBGG8HB6)6Z,7F`^YD_3GP`_P"#=3_@G!\`]5B\7>--(USQ_$O`/BO3/&WBJP MM_LVE>#?!MS')#;,@"JD\\0:*U11@;.7`&`G!PVFG>6GYGS^?\98?B+*WP]P MC@FHU':3C#E5FU>R6BOU#?\'2O[2.A^%_V=?!_[,&G:E&=9\5>(4U: M_M1DM%I]JD@!/9=\\B;3W\IQCC(_#!GR?E/:O1/VJ/VH?B_^V-\;]9^/?QOU MU;[7-8D`$<*;+>RMUXBMH$R=D2+P!DD\LQ9F9C](_P#!#O\`X)YWO[[_9%_X)\^!?A_KVD_9/$&KVCZ[X MEC=,.MW=D2B-QV>.+R83[PFOJGG-(B*BA5&`!@4M=$8\L4C^-,TS"MFN8U<9 M6^*I*4GZMWMZ+H%%%%,X#Y__`&K?^"6?[`O[-]:TW31I M^G7FK:E>@6UL'9_+C2.944%W9B0N23R3@5[AX5\+>'/`_A?3?!/@_1;?3=)T M>PAL=+TZSB"16MM$@CBB11PJJBJH'8`5H44`%%%%`!7S=\>_^"0__!-[]IWX MV3?M'_'']E+0=<\=7#6S3^)_M=W;7;O;HJ02%K>:/YT5$"OC<`B\_*,?2-%` M#8HUAC6)68A%`!=RQX]2>2?S`BO MB/XL_P#!LS_P17^+FM2^(+W]CNWT&[F4AV\)^*-2TV$9Z%;>*X$"$=1MC&>^ M0`*^]:*`/SO\"?\`!J__`,$4?!5[!J-[^S!J>ORV[;D&O>.]6D1CNR"T<5Q& MC@=-I!4CJ#7V[\"?V=O@/^S!X#A^%_[.OP?\.>"?#T$AD31_#.D16<#2'[TC M+&HWN>[MECW)KLZ*`"BBB@#Q"^_X)O\`[$6I?M=+^WE??L]Z1)\7EFCE7QP; MFY%T'CLEL4.T2^7Q;*(ON=!Z\U[?110`5#J&GV6IV,VF:G:17-M"#4U%`'Q1\?O^#=K_`((X_M%^('\6^-/V*-!TK4I9GEFN M?!FHWFAI(S'+%H;&:*%B3SDIG.<$9.>#\"?\&K?_``14\$ZE#J5[^S/JWB!X M)?,C37O'6J/&3Q@-'%/&K@8Z,"#GD$5^B=%`'$_`C]G'X!_LN^"(OAK^SI\& M_#7@C0(FW)I?AC1X;.)WYR[B-1YCG))=LL23DFNVHHH`****`/#OVN?^";?[ M#7[>&JZ)K?[7/[.6A^-KSPY;SP:)=:D\\!O"/PP\$Z/\`#?X?>'K;2-!T#2[?3M&TNRCVPV=I!&L<4*#LJHJJ!Z"M M:B@`KYX^$_\`P2?_`."=?P-_:(F_:Q^$O[*'AG0_B'-?WMZ?$UJ)S*D]WO\` MM$B(TACC+B60?(HP'(7`XKZ'HH`****`"BBB@#B_%/[/'P<\:?%;2?C;XG\# M07?BG0H$ATG5WN95>W1'D=5"JX0X:60\J?O?EVE%%`!1110!GZ_X=T+Q7HUS MX<\4:/:ZCI]["8KNRO;=9HIXVX*.C`JRGT(Q7QW\4/\`@W\_X)R(HK[4HJ90C+='IY=G.;92V\%7E3OORR M:OZV>OS/CKX/?\$'O^"8'P8)7,#=NL9 MZ?7/USI6DZ;H6FPZ-HUC#:VMK$L5O;6T0C2)%&`BJO"J!P`.E7**<8QCLB

@)>5GX[88'CG-?=M%2Z<&[V/9P/$6>Y93]GA<3.$.RD[?=>Q\S_!#_ M`()`_P#!.#]GJ]MM8^''[*OAQ[^U=7@U+7UEU6>.08Q(C7CR^6^1G*;<=L=* M[#XO?\$_?V//CQ\6=+^.GQ8^!NEZMXMT:.V32]=:>>*6W6WD:6#;Y4BC*.Q( M)&>@S@`#VBBER4VK-+[C.>>YU5K^WEB)N=FKN4KV>ZO>]GU6P`!0`.U%%%6> M44-;T+1_$NE7&A>(=+M[ZRNXFBN;.ZB62*6-A@HZ,"&!'8C%?)OQ4_X(0_\` M!+GXL:G)KFH_LQ6>BWDN0S^%]5N],B'7I;P2K`N"<\1CH.W%?8-%)Q4MT>C@ M,WS7*Y-X.O*FWORR:OZV:O\`,^(_!'_!O7_P2N\&WUOJ-Q\!;[6IK=LI_;7B MK4)8V;=D%HUF5'QTP5*XZ@GFOK+X3?!GX3_`CP?;^`/@Q\.M&\+Z):DF#3-# MTZ.VB#'JQ5``S'NQR2>237545,80CLC3'YYG.:)+%XB=1+92DVEZ)NR"BBBK M/*/&]%_8'_9#\/\`[1[_`+7.D_!/38OB,]W-;FXI17,V[);)7V2Z):(!7FW[1_[ M)G[._P"UWX8L?!G[1OPPLO%6F:=?_;;&SOI942*XV-'Y@\MU).UV')Z&O2:* M))25FKHBAB*^%JQJT9N$X[--IKT:U1@?#?X<^"OA!X$TGX8?#G0HM+T'0;". MQTG3H69DM;>-0J1J6);```Y)K?'2C`]**$DE9&K;U;;W;9S?Q4 M^%G@#XU_#S5/A7\4?#D.L>'];MC;ZKIEP[JES$2"4)0AL9`Z&N>_9S_98^`' M[)/@RZ^'G[.?PVL_"NC7VJ/J-W86$LKK)=/'%$TI,CL'YKF*YDTR\DD2-I8R2C$QLIR"?7%=U13DHR5FKHSI5JN'K1J4I.,HNZ M:;33[IK5,^5?^'(__!+/_HS[P_\`^!=W_P#'J*^JJ*S]A1_E7W(]G_6CB7_H M,J_^#)__`"05^4?_``7M_P""->K_`!U^V?MI?LM>&!<>+K2UW^-O#%E#^\UR M"-0%NK=5'S7*(,.G)E0+M^=-LGZN4C#(P1GVK2<%)#X:XCS'A?-88[!OWEHT M]I1>Z?D_P=FC^-MEEC)C8%2IP01SFFG*C;ZU^_\`_P`%4_\`@W_^&O[6E[J? MQV_9S_``S_`&@_A=JOA?6(2VV#48,1W"C_`):02KF.>/I\\;,I]:YWH[/< M_L[A'CW(^+L,G0GRU4O>A)ZKO;NO-?.QPE%%!!'44S[@T/#OB;Q+X2U2/7O" MGB"^TN^B_P!5>:==O#*GT=""/SKTVP_;Y_;KTV!;/3_VUOBW;P)G;%!\1]35 M%R23A1.`,DD_4UY&1S@)0RX_&DM'=;G#B"0@R0>(/%=Y>HY&,$B:1@>@_(5PXSGITH.!T:OL;_@ MGK_P16_:U_;PU.Q\4S^'KCP5\/Y)$>Y\8:]9M&;F$\_Z%`V&N2>@<8B'=\C: M597TZG!C\QR+AC!.MB)1HTX^B^22W?9)7/$/V.?V.OC;^W#\;=/^"'P/T`W5 M]=,)-1U&8$6NEV@(#W-PX!V(N1Q]YF*JH+$"OZ;?V&_V+?A-^P;^S_I/P$^$ MMH6AM(OB+B>,<2 ML/ATX8:#ND]Y/^:7Z+IZA1116A^7A1110`4444`%%%%`!1110`4444`%%%%` M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%<=\9?@-\ M&?V@_!LO@;XW_#'0_%.CS*&>PUO3H[A`V00R[P=C`@$,N&!`((Q114S^$JC7 MK8>7M*4G&2>C3LUZ-'Y\?M'_`/!L7^Q=\0;NZU?X&?$'Q3\.[N7>8K-'75=/ MB8DXQ%.5GP">GGXP,<=:_)S]MW]@=OV.=0ET\_%G_A)/*O%MP_\`8/V/.3)\ MV//D_P">?3W]J**XL7)T90Y-+O4_I+PEXIXAS/'2PV+Q,JD$HV4K-[][7^]G MSYI5E_:6IVNG&79Y]PL6_;G;DXSCO]*_2G]A[_@WY\-_M1Z:WBGQ=^U'?:?8 M6_,UAIWA)/.DSCI,]T0O7O&U%%+FE]94+Z-'Z1XE9SF>2Y(ZN"J3;^[ ML244451Y84444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! :1110`4444`%%%%`!1110`4444`%%%%`'_]D_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

Nevada				32-0309203
(State or other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code)		(IRS Employer Identification No.)

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