☒
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended December 31, 2016
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☐
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to
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Commission File Number: 333-187874
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Nevada
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46-1660653
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1790 Hughes Landing Blvd. Suite 400,
The Woodlands, Texas 77380
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(Address of principal executive offices) (Zip Code)
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(281) 668-8266
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(Registrant’s telephone number, including area code)
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__________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Page
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PART I – Financial Information
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Item 1:
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1
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Item 2:
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2
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Item 3:
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7
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Item 4:
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7
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PART II – Other Information
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||
Item 1:
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9
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Item 1A:
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9
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Item 2:
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9
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Item 3:
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9
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Item 4:
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9
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Item 5:
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9
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Item 6:
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10
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F-1
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F-2
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F-3
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F-4
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December 31,
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March 31,
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February 29,
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|||||||||
Assets
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2016
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2016
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2016
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|||||||||
Current Assets
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(unaudited)
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(unaudited)
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||||||||||
Cash and cash equivalents
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$
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81,259
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$
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86,262
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$
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116,642
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Prepaid expense and other current assets
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125
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125
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125
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Total Current Assets
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81,384
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86,387
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116,767
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|||||||||
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Total Assets
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$
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81,384
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$
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86,387
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$
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116,767
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||||||
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||||||||||||
Liabilities and Stockholders’ Equity (Deficit)
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||||||||||||
Current Liabilities:
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||||||||||||
Accounts payable and accrued liabilities
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$
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10,436
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$
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1,037
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$
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741
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Due to officer
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254,464
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35,359
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32,081
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Total Liabilities
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264,900
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36,396
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32,822
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|||||||||
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||||||||||||
Stockholders’ Equity (Deficit):
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||||||||||||
Common stock, $0.01 par value; 100,000,000 shares authorized; 17,626,000 and 17,500,000 shares issued and outstanding, respectively.
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176,260
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175,000
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175,000
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|||||||||
Additional paid in capital
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973,188
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856,000
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856,000
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Accumulated other comprehensive income
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10
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10
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10
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Accumulated deficit
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(1,332,974
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)
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(981,019
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)
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(947,065
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)
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Total stockholders’ equity (deficit)
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(183,516
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)
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49,991
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83,945
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Total Liabilities and Stockholders’ Equity (Deficit)
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$
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81,384
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$
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86,387
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$
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116,767
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For the three months ended
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For the three months ended
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For the nine months ended
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For the nine months ended
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||||||||||||
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December 31, 2016
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December 31, 2015
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December 31, 2016
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December 31, 2015
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General and administrative expenses
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$
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128,749
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99,696
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$
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351,677
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300,759
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||||||||||
Other income (expense)
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12
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238
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(278
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)
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40
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Net Loss
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$
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(128,737
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)
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(99,458
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)
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$
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(351,955
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)
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(300,719
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)
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Net loss per share – basic and diluted
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$
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(0.01
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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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)
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(0.02
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)
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Weighted average common shares – basic and diluted
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17,626,000
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17,500,000
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17,555,898
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14,345,455
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For the nine months ended
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For the nine months ended
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||||||
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December 31, 2016
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December 31, 2015
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Cash Flows from Operating Activities
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Net loss
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$
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(351,955
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)
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$
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(300,719
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)
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Adjustment to reconcile net loss to net cash used in operating activities:
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Common stock issued for service
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5,940
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-
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Amortization of drug license
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-
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6,875
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Increase (decrease) in prepaid expenses
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-
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836
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Increase (decrease) in accounts payable and accrued expenses
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38,222
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(55,468
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)
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Net cash used in operating activities
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(307,793
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)
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(348,476
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)
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Cash Flows from Investing Activities
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Cash Flows from Financing Activities
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Proceeds from issuance of common stock
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112,508
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490,000
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Proceeds from officer loans
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190,282
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25,707
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Repayments of officer loans
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Net cash received from financing activities
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302,790
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515,707
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Net increase in cash and cash equivalents
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(5,003
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)
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167,231
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Cash and Cash Equivalents, beginning of period
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86,262
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39,425
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Cash and Cash Equivalents, end of period
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$
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81,259
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$
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206,656
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Supplemental disclosures of cash flow information:
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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NONCASH INVESTING AND FINANCING ACTIVITIES
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Expenses paid by related party
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$
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28,823
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$
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-
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Shares issued for debt conversion
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$ | - |
$
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350,000
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1.
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Establish a management team to work on our pharmaceutical operations ($500,000 by December 2017); and
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2.
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Execute a manufacturing agreement with a manufacturer with facilities which are compliant with Medicines and Healthcare products Regulatory Agency (“MHRA”) guidelines and work on the Prequalification Programme application ($500,000 by December 2017).
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3.
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Identify and locate a privately-owned company or companies involved in the pharmaceutical business, which is looking to become a publicly listed company by combining their operation with us through a reverse merge.
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Accounts payable and accrued expenses
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$
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10,436
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Due to officer
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254,464
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Total
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$
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264,900
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Nine Months Ended
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Nine Months Ended
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December 31,
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December 31,
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2016
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2015
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Net cash used in operating activities
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$
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(307,793
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)
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$
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(348,476
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)
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Net cash provided by financing activities
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302,790
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515,707
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Net increase in cash and cash equivalents
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$
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(5,003
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)
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$
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167,231
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• |
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. We only have one officer and director. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
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• |
Effective controls over the control environment have not been maintained. Specifically, we do not have a formally adopted written code of business conduct and ethics that governs our employees, officers and directors. Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
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Exhibit Number
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Description of Exhibit
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10.1
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Employment Agreement, dated October 2, 2015, by and between the Company and Kingrich Lee. (1)
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10.2
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Debt Conversion Agreement, dated August 3, 2015, by the Company and Kingrich Lee. (2)
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31.1*
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32.1**
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Presentation Linkbase Document
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(1) |
Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the Commission on February 3, 2017.
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(2) |
Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the Commission on February 3, 2017.
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Luckycom Inc.
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Date:
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February 3, 2017
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By:
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/s/ Kingrich Lee
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Kingrich Lee
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Title:
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Chief Executive Officer and Chief
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Financial Officer (Principal Executive
Officer and Principal Accounting and Financial Officer)
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Luckycom, Inc. for the three months and nine months ended December 31, 2016 and;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
I am 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) |
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) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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) |
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) |
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 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. |
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and board of directors:
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b) |
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: February 3, 2017
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/s/ Kingrich Lee
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Kingrich Lee
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Chief Executive Officer and
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Chief Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer)
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February 3, 2017
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/s/ Kingrich Lee
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Kingrich Lee
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Chief Executive Officer and Chief Financial Officer(Principal Executive Officer and Principal Accounting and Financial Officer)
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Document And Entity Information - shares |
9 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Feb. 03, 2017 |
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | LUCKYCOM INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 17,626,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001567098 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS - USD ($) |
Dec. 31, 2016 |
Mar. 31, 2016 |
Feb. 29, 2016 |
---|---|---|---|
Cash and cash equivalents | $ 81,259 | $ 86,262 | $ 116,642 |
Prepaid expense and other current assets | 125 | 125 | 125 |
Total Current Assets | 81,384 | 86,387 | 116,767 |
Total Assets | 81,384 | 86,387 | 116,767 |
Current Liabilities: | |||
Accounts payable and accrued liabilities | 10,436 | 1,037 | 741 |
Due to officer | 254,464 | 35,359 | 32,081 |
Total Liabilities | 264,900 | 36,396 | 32,822 |
Stockholders’ Equity (Deficit): | |||
Common stock, $0.01 par value; 100,000,000 shares authorized; 17,626,000 and 17,500,000 shares issued and outstanding, respectively. | 176,260 | 175,000 | 175,000 |
Additional paid in capital | 973,188 | 856,000 | 856,000 |
Accumulated other comprehensive income | 10 | 10 | 10 |
Accumulated deficit | (1,332,974) | (981,019) | (947,065) |
Total stockholders’ equity (deficit) | (183,516) | 49,991 | 83,945 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 81,384 | $ 86,387 | $ 116,767 |
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares |
Dec. 31, 2016 |
Mar. 31, 2016 |
---|---|---|
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,626,000 | 17,500,000 |
Common stock, shares outstanding | 17,626,000 | 17,500,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
General and administrative expenses | $ 128,749 | $ 99,696 | $ 351,677 | $ 300,759 |
Other income (expense) | 12 | 238 | (278) | 40 |
Net Loss | $ (128,737) | $ (99,458) | $ (351,955) | $ (300,719) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average common shares – basic and diluted (in Shares) | 17,626,000 | 17,500,000 | 17,555,898 | 14,345,455 |
Note 1 - Organization and Basis of Presentation |
9 Months Ended |
---|---|
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1 – Organization and Basis of Presentation The accompanying consolidated unaudited interim financial statements of Luckycom, Inc, (the “Company”, “Luckycom”, “we” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto of the Company contained in the Company’s Form 10-K filed with the SEC on May 2, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended February 29, 2016 as reported in the Company’s Form 10-K have been omitted. Organization and Description of Business Luckycom, Inc. (“we”, “our”, the “Company”) plans to acquire, develop, manufacture and market pharmaceutical medication. In the next few years, we plan to qualify and gain acceptance in international public tenders for anti-malarial drugs through the prequalification programme process governed by the World Health Organization (”WHO”). Luckycom Limited, a wholly-owned subsidiary of Luckycom, Inc, was incorporated in Hong Kong as Goldsans Capital (Hong Kong) Limited (“Goldsans”) on November 08, 2011. Goldsans name was changed to Wudor Capital Hong Kong Limited on May 22, 2012 and subsequently to Luckycom Limited on June 28, 2013. Fiscal Year On February 11, 2016, the Board of Directors of Luckycom, Inc. approved a change in the fiscal year end from a fiscal year ending on February 28 or 29 (as the case may be) to March 31, effective beginning with fiscal year 2016. The Company expects to make the fiscal year change on a prospective basis and will not adjust operating results for prior periods. We began filing our quarterly reports on Form 10-Q based on the new fiscal year-end beginning with the first quarter of fiscal year ending March 31, 2017. We are reporting the third quarter of fiscal year ending March 31, 2017 as a nine-month period ended December 31, 2016. The change to the Company’s fiscal year will not impact the Company’s fiscal year results for the year ended February 29, 2016. However, the change will impact the prior year comparability of each of the fiscal quarters and annual period in 2016 in future filings. The Company believes this change will provide numerous benefits, including aligning its reporting periods to be more consistent with peer companies and improving comparability between periods. Recent Accounting Pronouncements Luckycom does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Note 2 - Going Concern |
9 Months Ended |
---|---|
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 – Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,332,974 as of December 31, 2016, and further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing necessary to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of the Company’s common stock. |
Note 3 - Related Party Transactions |
9 Months Ended |
---|---|
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 3 – Related Party Transactions The Company’s sole officer and director, and a shareholder, Mr. Kingrich Lee, loaned an aggregate of $190,282 and $25,707 to the Company during the nine month ended December 31, 2016 and 2015, respectively. During the nine months ended December 31, 2016 and 2015, Mr. Kingrich Lee has paid, on behalf of the Company, the amounts of $28,823 and $nil, respectively. Mr. Lee is owed an aggregate amount of $254,464, as of December 31, 2016. The amounts are unsecured, non-interest bearing and due on demand. On October 2, 2016, the Company entered into a one-year employment agreement with Mr. Kingrich Lee to serve as its CEO. For his services, the Company agreed to pay him an annual salary of $180,000. |
Note 4 - Capital Stock |
9 Months Ended |
---|---|
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 4 – Capital Stock As of December 31, 2016, the Company had 17,626,000 shares of common stock issued and outstanding. During nine months ended December 31, 2016, the Company issued 120,000 shares of common stock for $120,000 of cash and the Company received cash for $112,508 after deduction of stock issuance cost. Additionally, during nine month ended December 31, 2016, 6,000 shares of common stock were issued for services with fair value of $6,000. |
Accounting Policies, by Policy (Policies) |
9 Months Ended |
---|---|
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Organization and Description of Business Luckycom, Inc. (“we”, “our”, the “Company”) plans to acquire, develop, manufacture and market pharmaceutical medication. In the next few years, we plan to qualify and gain acceptance in international public tenders for anti-malarial drugs through the prequalification programme process governed by the World Health Organization (”WHO”). Luckycom Limited, a wholly-owned subsidiary of Luckycom, Inc, was incorporated in Hong Kong as Goldsans Capital (Hong Kong) Limited (“Goldsans”) on November 08, 2011. Goldsans name was changed to Wudor Capital Hong Kong Limited on May 22, 2012 and subsequently to Luckycom Limited on June 28, 2013. |
Fiscal Period, Policy [Policy Text Block] | Fiscal Year On February 11, 2016, the Board of Directors of Luckycom, Inc. approved a change in the fiscal year end from a fiscal year ending on February 28 or 29 (as the case may be) to March 31, effective beginning with fiscal year 2016. The Company expects to make the fiscal year change on a prospective basis and will not adjust operating results for prior periods. We began filing our quarterly reports on Form 10-Q based on the new fiscal year-end beginning with the first quarter of fiscal year ending March 31, 2017. We are reporting the third quarter of fiscal year ending March 31, 2017 as a nine-month period ended December 31, 2016. The change to the Company’s fiscal year will not impact the Company’s fiscal year results for the year ended February 29, 2016. However, the change will impact the prior year comparability of each of the fiscal quarters and annual period in 2016 in future filings. The Company believes this change will provide numerous benefits, including aligning its reporting periods to be more consistent with peer companies and improving comparability between periods. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Luckycom does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Note 2 - Going Concern (Details) - USD ($) |
Dec. 31, 2016 |
Mar. 31, 2016 |
Feb. 29, 2016 |
---|---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit) | $ (1,332,974) | $ (981,019) | $ (947,065) |
Note 3 - Related Party Transactions (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Oct. 02, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Related Party Transactions [Abstract] | |||
Proceeds from Related Party Debt | $ 190,282 | $ 25,707 | |
Related Party Transaction, Amounts of Transaction | 28,823 | ||
Due to Related Parties, Current | $ 254,464 | ||
Officers' Compensation | $ 180,000 |
Note 4 - Capital Stock (Details) - USD ($) |
9 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Mar. 31, 2016 |
|
Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares, Outstanding | 17,626,000 | 17,500,000 |
Common Stock, Shares, Issued | 17,626,000 | 17,500,000 |
Stock Issued During Period, Shares, New Issues | 120,000 | |
Stock Issued During Period, Value, New Issues (in Dollars) | $ 120,000 | |
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 112,508 | |
Stock Issued During Period, Shares, Issued for Services | 6,000 | |
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 6,000 |
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