[√]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
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OR
|
|
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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IDAHO
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30-0406120
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated Filer
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[ ]
|
Accelerated Filer
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[ ]
|
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Non-accelerated Filer (Do not check if smaller reporting company)
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[ ]
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Smaller Reporting Company
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[√]
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Page
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|||
Financial Statements.
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2
|
||
Financial Statements:
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|||
2
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|||
3
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|||
4
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|||
5
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|||
Management's Discussion and Analysis of Financial Condition and Results of Operations.
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10
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||
Quantitative and Qualitative Disclosures About Market Risk.
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14
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||
Controls and Procedures.
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14
|
||
Legal Proceedings.
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15
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||
Risk Factors.
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15
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||
Unregistered Sales of Equity Securities and Use of Proceeds.
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15
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||
Defaults Upon Senior Securities.
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15
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||
Mine Safety Disclosures.
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15
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||
Other Information.
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15
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||
Exhibits.
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15
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||
17
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|||
18
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March 31,
2015
(Unaudited)
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June 30,
2014
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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$
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60,122
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$
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310,749
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||||
Accounts receivable
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17,303
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49,815
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||||||
Current portion of reclamation bond
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14,232
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-
|
||||||
Prepaid expenses
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10,618
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43,006
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||||||
Total Current Assets
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102,275
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403,570
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||||||
Reclamation bond
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9,489
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-
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||||||
Mineral interests
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159,500
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123,000
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||||||
TOTAL ASSETS
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$
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271,264
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$
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526,570
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||||
LIABILITIES & STOCKHOLDERS' EQUITY
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$
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19,376
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$
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1,875
|
||||
Deposits
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-
|
43,560
|
||||||
Total Current Liabilities
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19,376
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45,435
|
||||||
Common stock payable (note 6)
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8,990
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-
|
||||||
Total Liabilities
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28,366
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45,435
|
||||||
Commitments (note 7)
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-
|
-
|
||||||
Stockholders' Equity
|
||||||||
Preferred stock, $0.05 par value, 10,000,000 shares authorized,
none outstanding as of March 31, 2015 and June 30, 2014,
respectively
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-
|
-
|
||||||
Common stock, $0.01 par value, 100,000,000 common shares
authorized, 13,440,683 and 12,944,333 shares outstanding
as of March 31, 2015 and June 30, 2014, respectively
|
134,406
|
129,443
|
||||||
Additional paid-in capital
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874,579
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813,592
|
||||||
Accumulated deficit
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(766,087
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)
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(461,900
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)
|
||||
Total Stockholders' Equity
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242,898
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481,135
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||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
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$
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271,264
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$
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526,570
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
March 31,
2015
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March 31,
2014
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March 31,
2015
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March 31,
2014
|
|||||||||||||
REVENUE:
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||||||||||||||||
Exploration services income
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$
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32,061
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$
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7,841
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$
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159,173
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$
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7,841
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||||||||
EXPENSES:
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||
Exploration services expense
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27,947
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7,129
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113,502
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7,129
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||||||||||||
Other exploration expenditures
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7,745
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11,541
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182,487
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36,004
|
||||||||||||
Impairment of mineral interest
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32,000
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-
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32,000
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-
|
||||||||||||
General and administrative expenses
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33,063
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45,739
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135,371
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126,353
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||||||||||||
Total Operating Expenses
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100,755
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64,409
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463,360
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169,486
|
||||||||||||
Loss from Operations
|
(68,694
|
)
|
(56,568
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)
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(304,187
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)
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(161,645
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)
|
||||||||
Net Loss
|
$
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(68,694
|
)
|
$
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(56,568
|
)
|
$
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(304,187
|
)
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$
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(161,645
|
)
|
||||
Net Loss per Common Share
|
||||||||||||||||
Basic and diluted
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$
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(0.01
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)
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$
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(0.01
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)
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$
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(0.02
|
)
|
$
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(0.02
|
)
|
||||
Weighted average number of common
shares outstanding
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||||||||||||||||
Basic and diluted
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13,428,350
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8,676,091
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13,277,617
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8,161,630
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For the nine months ended
|
||||||||
March 31,
2015
|
March 31,
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss for the period
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$
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(304,187
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)
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$
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(161,645
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)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Common shares issued as compensation
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38,940
|
50,000
|
||||||
Impairment of mineral interests
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32,000
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-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
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32,512
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(20,000
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)
|
|||||
Prepaid expenses
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32,388
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(1,297
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)
|
|||||
Accounts payable and other current liabilities
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(26,059
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)
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27,310
|
|||||
Cash used in operating activities
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(194,406
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)
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(105,632
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Reclamation bond
|
(23,721
|
)
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-
|
|||||
Acquisition of mineral interests
|
(32,500
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)
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(25,000
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)
|
||||
Cash used in investing activities
|
(56,221
|
)
|
(25,000
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Cash received on issuance of common stock
|
-
|
404,000
|
||||||
Common stock issuance cost
|
-
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(31,677
|
)
|
|||||
Cash provided by financing activities
|
-
|
372,323
|
||||||
Increase (decrease) in cash
|
(250,627
|
)
|
241,691
|
|||||
Cash, beginning of period
|
310,749
|
83,229
|
||||||
Cash, end of period
|
$
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60,122
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$
|
324,920
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Compensation paid with common stock payable
|
8,990
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-
|
||||||
Common stock issued for mineral interests
|
36,000
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30,000
|
a)
|
Common Stock:
|
Warrants to
Purchase
Common Shares
|
Weighted
Average
Exercise Price
|
|||||||
Outstanding at June 30, 2013
|
1,462,500
|
$
|
0.25
|
|||||
Issued March 2014
|
666,667
|
0.30
|
||||||
Issued June 2014
|
1,627,500
|
0.25
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at June 30, 2014
through March 31, 2015
|
3,756,667
|
$
|
0.26
|
Warrants to
Purchase
Common Shares
|
Exercise
Price
|
Expiration Date
|
|||||
1,462,500
|
$
|
0.25
|
September 1, 2016*
|
||||
666,667
|
0.30
|
March 4, 2017
|
|||||
1,627,500
|
0.25
|
November 1, 2016
|
Date
|
Payment
Amount
|
Common
Shares
|
||||||
Upon execution of Agreement – October 24, 2011
|
$
|
-
|
500,000
|
|||||
First Anniversary of the Agreement
|
10,000
|
-
|
||||||
Second Anniversary of the Agreement
|
20,000
|
*
|
-
|
|||||
Third Anniversary of the Agreement
|
30,000
|
-
|
||||||
Fourth Anniversary of the Agreement
|
40,000
|
-
|
||||||
Fifth through the tenth Anniversary
|
50,000
|
-
|
||||||
Eleventh Anniversary and thereafter
|
100,000
|
-
|
Lease Year
|
Amount
|
|||
First Lease Year
|
$
|
5,000
|
||
Second Lease Year
|
25,000
|
|||
Third Lease Year
|
50,000
|
|||
Fourth Lease Year
|
75,000
|
|||
Fifth Lease Year and thereafter
|
100,000
|
Date
|
Payment
Amount
|
Common
Shares
|
||||||
Upon execution of Agreement – July 27, 2012
|
$
|
6,000
|
300,000
|
|||||
On or prior to the 1st Anniversary of the Agreement
|
*15,000
|
150,000
|
||||||
On or prior to the 2nd Anniversary of the Agreement
|
**20,000
|
|
150,000
|
|||||
On or prior to the 3rd Anniversary of the Agreement
|
30,000
|
-
|
||||||
On or prior to the 4th Anniversary of the Agreement
|
40,000
|
-
|
||||||
On or prior to the 5th through the 10th Anniversary
|
50,000
|
-
|
||||||
On or prior to the 11th Anniversary and thereafter
|
100,000
|
-
|
Lease Year
|
Amount
|
|||
First Lease Year
|
$
|
5,000
|
||
Second Lease Year
|
10,000
|
|||
Third Lease Year
|
25,000
|
|||
Fourth Lease Year
|
50,000
|
|||
Fifth Lease Year and thereafter
|
100,000
|
Date
|
Payment
Amount
|
Common
Shares
|
||||||
Upon execution of Agreement – October 31, 2014
|
$
|
2,500
|
*
|
-
|
||||
First Anniversary of the Agreement
|
5,000
|
-
|
||||||
Second Anniversary of the Agreement
|
10,000
|
-
|
||||||
Third Anniversary of the Agreement
|
20,000
|
-
|
||||||
Fourth Anniversary of the Agreement
|
30,000
|
-
|
||||||
Fifth Anniversary of the Agreement
|
40,000
|
-
|
||||||
Sixth Anniversary through the tenth anniversary
|
50,000
|
-
|
||||||
Eleventh Anniversary through the fifteenth
|
75,000
|
-
|
||||||
Sixteenth Anniversary and thereafter
|
100,000
|
-
|
Lease Year
|
Amount
|
|||
First Lease Year
|
$
|
5,000
|
||
Second Lease Year
|
10,000
|
|||
Third Lease Year and thereafter
|
50,000
|
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Advance Royalty
Payment
|
Payment Due
Date
|
Work
Commitment
|
BLM & County
Claim Fees
|
|
Klondike Lease
|
$40,000
|
10/24/2015
|
$75,000
|
$6,745
|
Eagleville Lease
|
$30,000
|
7/27/2015
|
$25,000
|
$10,295
|
Green Monster-Danville Lease
|
$5,000
|
10/31/2015
|
$5,000
|
$16,153
|
Total
|
$75,000
|
$105,000
|
$33,193
|
|
Total aggregate annual payments
|
$213,193
|
Estimated Time
|
Cost
|
||
Research (1)
|
All 12 months
|
$
|
5,000
|
Maintenance Fees (2)
|
2 months
|
$
|
33,193
|
Exploration (3)
|
All 12 months
|
$
|
20,000
|
Salaries (4)
|
All 12 months
|
$
|
58,000
|
Accounting (5)
|
All 12 months
|
$
|
21,000
|
Office Expenses (6)
|
All 12 months
|
$
|
5,000
|
Advance Royalty Payments and Work Commitments on
Leased Properties (7)
|
All 12 months
|
$
|
180,000
|
(1)
|
Costs related to the examination of potential property acquisitions.
|
|
(2)
|
Costs of annual claim maintenance fees.
|
|
(3)
|
Costs related to surface sampling and geological consulting.
|
|
(4)
|
Salaries to be paid to officers of the corporation.
|
|
(5)
|
Costs for accounting, auditing and tax preparation services.
|
|
(6)
|
Costs of stationary, mail, telephone & other office supplies.
|
|
(7)
|
Costs for the next twelve months for Advance Royalty Payments and Work Commitments due on the Klondike, Eagleville and Green Monster-Danville properties.
|
*
|
A description of the project and the location of the property;
|
*
|
The lands that will be subject to the exploration project;
|
*
|
The royalties, net profit interest or other charges applicable to the subject lands;
|
*
|
The estimated cost of any geophysical work contemplated; and
|
*
|
The estimated acquisition costs, exploration costs and development costs of the property.
|
Warrants to
Purchase
Common Shares
|
Exercise
Price
|
Expiration
Date
|
1,462,500
|
$ 0.25
|
September 1, 2016
|
666,667
|
0.30
|
March 4, 2017
|
1,627,500
|
0.25
|
November 1, 2016
|
Incorporated by reference
|
Filed
|
||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
10.5
|
Selling Agreement with Pennaluna & Company.
|
10-Q
|
11/12/13
|
10.5
|
|
10.6
|
Exploration Program Agreement with Coeur Explorations, Inc.
|
10-Q
|
11/14/14
|
10.6
|
10.7
|
Earn-In Agreement with Coeur Explorations, Inc.
|
10-Q
|
11/14/14
|
10.7
|
|
14.1
|
Code of Ethics.
|
10-K
|
9/20/13
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
99.2
|
Audit Committee Charter.
|
10-K
|
9/20/13
|
99.2
|
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
9/20/13
|
99.3
|
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
IDAHO NORTH RESOURCES CORP.
|
||
(the "Registrant")
|
||
BY:
|
LANE GRIFFIN
|
|
Lane Griffin
|
||
President, Principal Executive Officer and a
member of the Board of Directors
|
||
BY:
|
ERIK PANKE
|
|
Erik Panke
|
||
Principal Accounting Officer, Principal Financial
Officer, Secretary and Treasurer
|
Incorporated by reference
|
Filed
|
||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
10.5
|
Selling Agreement with Pennaluna & Company.
|
10-Q
|
11/12/13
|
10.5
|
|
10.6
|
Exploration Program Agreement with Coeur Explorations, Inc.
|
10-Q
|
11/14/14
|
10.6
|
|
10.7
|
Earn-In Agreement with Coeur Explorations, Inc.
|
10-Q
|
11/14/14
|
10.7
|
|
14.1
|
Code of Ethics.
|
10-K
|
9/20/13
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
99.2
|
Audit Committee Charter.
|
10-K
|
9/20/13
|
99.2
|
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
9/20/13
|
99.3
|
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
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XBRL Taxonomy Extension – Presentation.
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X
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1.
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I have reviewed this Form 10-Q for the period ended March 31, 2015 of Idaho North Resources Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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May 11, 2015
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LANE GRIFFIN
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Lane Griffin
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Principal Executive Officer
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1.
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I have reviewed this Form 10-Q for the period ended March 31, 2015 of Idaho North Resources Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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May 11, 2015
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ERIK PANKE
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Erik Panke
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Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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LANE GRIFFIN
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Lane Griffin
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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ERIK PANKE
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Erik Panke
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Chief Financial Officer
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