Delaware
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47-5604166
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(State
or other jurisdiction of incorporation or
organization)
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IRS
I.D.
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16950 North Bay Road, Suite 1803
Sunny Isles Beach, Florida 33160
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(47) 301-8431
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(Address
of principal executive offices)
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(Issuer’s
telephone number)
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Large
accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
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☐
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Smaller
Reporting Company
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⌧
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(Do
not check if smaller reporting company)
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Page
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PART I
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Item
1
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Financial
Statements
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4
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Item
2
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Management’s
Discussion and Analysis of Financial Condition and Result of
Operations
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10
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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11
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Item
4
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Controls
and Procedures
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12
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PART II
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Item
1
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Legal
Proceedings
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13
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Item
1A
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Risk
Factors
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13
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Item
2
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Unregistered
Sales of Equity Securities and use of Proceeds
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13
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Item
3
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Defaults
Upon Senior Securities
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13
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Item
4
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Mine
Safety Disclosures
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13
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Item
5
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Other
Information
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13
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Item
6
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Exhibits
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13
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Signatures
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14
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February
28,
2017
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November
30,
2016
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ASSETS
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Current
Assets
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Cash
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4,652
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46,017
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Deposits
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1,530
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1,530
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Inventory
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-
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999
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Total Current
Assets
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6,182
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48,546
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TOTAL
ASSETS
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$6,182
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$48,546
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LIABILITIES &
STOCKHOLDERS’ DEFICIT
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Current
Liabilities
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Accrued
Expenses
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515
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2,765
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Total Current
Liabilities
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515
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2,765
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TOTAL
LIABILITIES
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515
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2,765
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Stockholders’ Deficit
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Preferred stock,
$.0001 par value, 20,000,000 shares authorized; none issued and
outstanding as of February 28, 2017 and November 30,
2016
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-
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-
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Common stock ,
$.0001 par value, 500,000,000 shares authorized, 14,005,983 shares
issued and outstanding as of February 28, 2017 and November 30,
2016, respectively
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1,401
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1,401
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Additional Paid in
Capital
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120,228
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95,078
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Accumulated
Deficit
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(115,962)
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(50,698)
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Total
Stockholders’ Deficit
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$5,667
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$45,781
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TOTAL LIABILITIES
& STOCKHOLDERS’ DEFICIT
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$6,182
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$48,546
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Three Months
Ended
February
28,
2017
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Three Months
Ended
February
29,
2016
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Revenues
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$-
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$-
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Total
Revenues
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-
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-
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General
& Administrative Expenses
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Organization and
Related Expenses
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51,084
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40
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Professional
fees
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14,180
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-
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Total
General & Administrative Expenses
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65,264
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40
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Net
Loss
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$(65,264)
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$(40)
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Basic
and Diluted Net Loss Per Common Share
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$(0.00)
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$(0.00)
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Weighted
average number of common shares outstanding – basic and
diluted
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14,005,983
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12,200,000
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Three
Months Ended
February
28,
2017
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Three Months Ended
February 29,
2016
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CASH FLOWS FROM
OPERATING ACTIVITIES
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Net
loss
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$(65,264)
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$(40)
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Adjustment to
reconcile net loss to net cash used in operating
activities:
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Expenses
contributed to capital
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25,150
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3,099
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Changes in current
assets and liabilities:
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Inventory
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999
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-
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Accrued
expenses
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(2,250)
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(3,099)
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Net cash used in
operating activities
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(41,365)
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(40)
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Net decrease in
cash and cash equivalents
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(41,365)
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(40)
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Cash and cash
equivalents at beginning of year
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46,017
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100
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Cash and cash
equivalents at end of year
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4,652
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60
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid
for:
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Interest
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$-
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-
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Income
taxes
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$-
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-
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Exhibit Number
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Description of Exhibit
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31.1
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Certification
of Chief Executive Officer and Chief Financial Officer, pursuant to
Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of
the Sarbanes-Oxley Act of 2002.(filed herewith)
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32.1
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Certification
of the Chief Executive Officer and Chief Financial Officer pursuant
to 18 United States Code Section 1350, as enacted by Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)
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101
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The
following materials from the Company’s Quarterly Report on
Form 10-Q for the quarter ended February 28, 2017 formatted in XBRL
(Extensible Business Reporting Language): (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Income, (iii)
the Consolidated Statements of Stockholders’ Equity, (iv) the
Consolidated Statements of Cash Flows and (v) the Notes to
Consolidated Financial Statements, tagged as blocks of text.
(1)
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HEMP NATURALS INC.
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Dated:
May 18, 2017
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By:
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Levi
Jacobson
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Chief
Executive Officer, Chief Financial Officer, Director
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Feb. 28, 2017 |
May 18, 2017 |
|
Document and Entity Information | ||
Entity Registrant Name | Hemp Naturals, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 0001664038 | |
Current Fiscal Year End Date | --11-30 | |
Entity Common Stock, Shares Outstanding | 14,005,983 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets - USD ($) |
Feb. 28, 2017 |
Nov. 30, 2016 |
---|---|---|
CURRENT ASSETS: | ||
Cash | $ 4,652 | $ 46,017 |
Deposits | 1,530 | 1,530 |
Inventory | 0 | 999 |
Total Current Assets | 6,182 | 48,546 |
TOTAL ASSETS | 6,182 | 48,546 |
CURRENT LIABILITIES: | ||
Accrued expenses | 515 | 2,765 |
Total Current Liabilities | 515 | 2,765 |
TOTAL LIABILITIES | 515 | 2,765 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of February 28, 2017 and November 30, 2016 | 0 | 0 |
Common stock , $.0001 par value, 500,000,000 shares authorized, 14,005,983 shares issued and outstanding as of February 28, 2017 and November 30, 2016, respectively | 1,401 | 1,401 |
Additional Paid in Capital | 120,228 | 95,078 |
Accumulated Deficit | (115,962) | (50,698) |
Total Stockholders' Deficit | 5,667 | 45,781 |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 6,182 | $ 48,546 |
Balance Sheets (Parenthetical) - $ / shares |
Feb. 28, 2017 |
Nov. 30, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock shares par value | $ .0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 14,005,983 | 14,005,983 |
Common stock shares outstanding | 14,005,983 | 14,005,983 |
Statements of Operations - USD ($) |
3 Months Ended | |
---|---|---|
Feb. 28, 2017 |
Feb. 29, 2016 |
|
Revenues | ||
Revenues | $ 0 | $ 0 |
Total Revenues | 0 | 0 |
General & Administrative Expenses | ||
Organization and Related Expenses | 51,084 | 40 |
Professional Fees | 14,180 | 0 |
Total General & Administrative Expenses | 65,264 | 40 |
Net Loss | $ (65,264) | $ (40) |
Basic and Diluted Net Loss Per Common Share | $ (0.00) | $ (0.00) |
Weighted average number of common shares outstanding - basic and diluted | 14,005,983 | 12,200,000 |
Statements of Cash Flows - USD ($) |
3 Months Ended | |
---|---|---|
Feb. 28, 2017 |
Feb. 29, 2016 |
|
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (65,264) | $ (40) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Expenses contributed to capital | 25,150 | 3,099 |
Changes in current assets and liabilities: | ||
Inventory | 999 | 0 |
Accrued expenses | (2,250) | (3,099) |
Net cash used in operating activities | (41,365) | (40) |
Net increase in cash and cash equivalents | (41,365) | (40) |
Cash and cash equivalents at beginning of year | 46,017 | 100 |
Cash and cash equivalents at end of year | 4,652 | 60 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for: Interest | 0 | 0 |
Cash paid for: Income taxes | $ 0 | $ 0 |
1. Organization and Description of Business |
3 Months Ended |
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Feb. 28, 2017 | |
Organization And Description Of Business | |
Organization and Description of Business | Hemp Naturals, Inc. (the Company) was incorporated under the laws of the State of Delaware on November 13, 2015. The Company intends to offer consumer goods that are made of industrial hemp and/or the non-psychoactive ingredients of the cannabis plant.
The Company has elected November 30th as its year end. |
2. Summary of Significant Accounting Policies |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2017 | |||||||||
Summary Of Significant Accounting Policies | |||||||||
Summary of Significant Accounting Policies | Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's unaudited interim financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the unaudited interim financial statements. While the information presented in the accompanying interim financial statements for the three months ended February 29, 2017 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements (and notes thereto) for the fiscal year ended November 30, 2016 included elsewhere in the Company’s Form 10K filed with the SEC on February 21, 2017. Operating results for the three months ended February 28, 2017 are not necessarily indicative of the results that can be expected for the year ending November 30, 2017.
Use of Estimates
The preparation of unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
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3. Going Concern |
3 Months Ended |
---|---|
Feb. 28, 2017 | |
Going Concern | |
Going Concern | The Company’s unaudited interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these unaudited interim financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
The unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
4. Commitments and Contingencies |
3 Months Ended |
---|---|
Feb. 28, 2017 | |
Commitments And Contingencies | |
Commitments and Contingencies | The Company follows ASC 450-20, Loss Contingencies, 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.
Office Space
The Company contracted the use of 3,000 square feet of space owned by our Secretary, Maryna Bleier, who has been and will be contributing the space, valued at $5,000 per month, to the Company as additional paid-in capital July 1, 2016 until July 1, 2028. Beginning July 1, 2028, the Company is obligated to pay $5,000 monthly for the use of their office space per the terms of the rental contract.
|
5. Shareholder Equity |
3 Months Ended |
---|---|
Feb. 28, 2017 | |
Shareholder Equity | |
Shareholder Equity | Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has no shares of preferred stock issued and outstanding as of February 28, 2017 and November 30, 2016.
Common Stock
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 14,005,983 shares of common stock issued and outstanding as of February 28, 2017 and November 30, 2016.
The Company does not have any potentially dilutive instruments as of February 28, 2017 and, thus, anti-dilution issues are not applicable.
In March and April of 2016, a total of 1,803,983 shares of common stock at par value of $.0001 were sold to 37 purchasers for cash of $55,030.
Pertinent Rights and Privileges
Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.
Holders of shares of Preferred Stock are entitled to voting rights where every one share of Preferred Stock has voting rights equal to one hundred shares of Common Stock.
Additional Paid In Capital
During the three months ended February 28, 2017, our CEO paid a combined $10,150 in operating expenses which is recorded as additional paid in capital. Our secretary provided rental space to the company totaling $15,000, which is recorded as additional paid in capital.
During the year ended November 30, 2016, our CEO contributed cash of $1,680 to the Company to pay for expenses and paid $2,599 in operating expenses on behalf of the Company which is recorded as additional paid in capital. Two shareholders also paid operating expenses on behalf of the Company totaling $850 which are recorded as additional paid in capital. Our Secretary provided rental space to the company totaling $25,000 for the 2016 fiscal year, which is recorded as additional paid in capital.
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6. Related-Party Transactions |
3 Months Ended |
---|---|
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Contributed Capital
During the three months ending February 28, 2017, our CEO paid a combined $10,150 in operating expenses which is recorded as additional paid in capital. Our secretary had provided rental space to the company totaling $15,000 which is recorded as additional paid in capital.
Compensation
At three months ended February 28, 2017, the CEO and Secretary of the Company were compensated $20,000 and $15,000 respectively in cash for payment of current and future services. The compensation is considered earned on the date of the grant.
Office Space
At this time our office space is provided to us rent free by our Secretary Maryna Bleier which is accounted for as contribution of $5,000 monthly. Our office space is located at 16950 North Bay Road, Suite 1803 Sunny Isles Beach, Florida 33160. After July 1, 2028, the Company is obligated to pay $5,000 monthly. |
2. Summary of Significant Accounting Policies (Policies) |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2017 | |||||||||
Summary Of Significant Accounting Policies Policies | |||||||||
Basis of Presentation | This summary of significant accounting policies is presented to assist in understanding the Company's unaudited interim financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the unaudited interim financial statements. While the information presented in the accompanying interim financial statements for the three months ended February 29, 2017 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements (and notes thereto) for the fiscal year ended November 30, 2016 included elsewhere in the Company’s Form 10K filed with the SEC on February 21, 2017. Operating results for the three months ended February 28, 2017 are not necessarily indicative of the results that can be expected for the year ending November 30, 2017. |
||||||||
Use of Estimates | The preparation of unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
||||||||
Fair Value of Financial Instruments | The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. |
||||||||
Related Parties | The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
|
1. Organization and Description of Business (Details Narrative) |
3 Months Ended |
---|---|
Feb. 28, 2017 | |
Organization And Description Of Business Details Narrative | |
State of Incorporation | Delaware |
Date of Incorporation | Nov. 13, 2015 |
5. Shareholder Equity (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Feb. 28, 2017 |
Nov. 30, 2016 |
|
Preferred stock shares par value | $ .0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 14,005,983 | 14,005,983 |
Common stock shares outstanding | 14,005,983 | 14,005,983 |
Potentially Dilutive Shares | 0 | |
Chief Executive Officer [Member] | ||
Payments by Related Parties | $ 10,150 | $ 4,279 |
Secretary [Member] | ||
Payments by Related Parties | 15,000 | $ 25,000 |
Two Shareholders [Member] | ||
Payments by Related Parties | $ 850 |
6. Related-Party Transactions (Details Narrative) - USD ($) |
Feb. 28, 2017 |
Nov. 30, 2016 |
---|---|---|
Chief Executive Officer [Member] | ||
Payments by Related Parties | $ 10,150 | $ 4,279 |
Payment of Future Services | 20,000 | |
Secretary [Member] | ||
Payments by Related Parties | 15,000 | $ 25,000 |
Payment of Future Services | $ 15,000 |
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