(Mark One)
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þ
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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 JUNE 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 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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FCCC, INC.
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(Exact name of small business issuer as specified in its charter)
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Connecticut
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06-0759497
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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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200 Connecticut Avenue, Norwalk, Connecticut 06854
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(Address of principal executive offices)
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(203) 855-7700
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(Issuer’s telephone number)
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n/a
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(Former name, former address and former fiscal year, if changed since last report)
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Page | ||
ITEM 1.
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FINANCIAL STATEMENTS
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Balance Sheets
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3
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Statements of Operations
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4
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Statements of Changes in Stockholders’ Equity
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5
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Statements of Cash Flows
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6
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Notes to Condensed Financial Statements
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7-8
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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9
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ITEM 3.
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CONTROLS AND PROCEDURES
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10
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SIGNATURES
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11
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EXHIBIT INDEX
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12
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BALANCE SHEETS
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(Dollars in thousands, except share data)
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June 30,
2011
(Unaudited)
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March 31,
2011
(Audited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 167 | $ | 179 | ||||
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Total current assets
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167 | 179 | ||||||
Other assets
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1 | 1 | ||||||
TOTAL ASSETS
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$ | 168 | $ | 180 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and other accrued expenses
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$ | 13 | $ | 12 | ||||
Total current liabilities
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13 | 12 | ||||||
Commitments and contingencies
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- | - | ||||||
TOTAL LIABILITIES
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13 | 12 | ||||||
Stockholders’ equity:
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Common stock, no par value, stated value $.50 per share,
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authorized 22,000,000 shares, issued and outstanding
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1,561,022 shares at June 30, 2011 and March 31, 2011
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781 | 781 | ||||||
Additional paid-in capital
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8,035 | 8,035 | ||||||
Accumulated deficit
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(8,661 | ) | (8,648 | ) | ||||
Total stockholders’ equity
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155 | 168 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 168 | $ | 180 |
FCCC, INC.
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STATEMENTS OF OPERATIONS
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(Unaudited)
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(Dollars in thousands, except share data)
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Three Months Ended June 30,
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2011
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2010
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Income:
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Interest income
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$ | 1 | $ | 1 | ||||
Total income
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1 | 1 | ||||||
Expense:
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Operating and administrative expenses
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11 | 13 | ||||||
Legal expenses
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3 | 3 | ||||||
Total expense
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14 | 16 | ||||||
Loss before income taxes
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$ | (13 | ) | $ | (15 | ) | ||
Income tax expense
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- | - | ||||||
Net Loss
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$ | (13 | ) | $ | (15 | ) | ||
Basic and Diluted loss per share
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$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted average common shares outstanding:
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Basic and Diluted
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1,561,022 | 1,561,022 |
FCCC, INC.
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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
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(Dollars in thousands, except share data)
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Common Stock
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Paid-in
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Accumulated
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Shares
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Amount
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Capital
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Deficit
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Total | ||||||||||||||||
Balance, March 31, 2009 (audited)
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1,561,022 | $ | 781 | $ | 9,284 | $ | (8,504 | ) | $ | 1,561 | ||||||||||
Net Loss – Year Ended March 31, 2010 (audited)
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- | - | - | (73 | ) | (73 | ) | |||||||||||||
Cash Distribution – August 2009
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- | - | (1,249 | ) | - | (1,249 | ) | |||||||||||||
Balance, March 31, 2010 (audited)
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1,561,022 | $ | 781 | $ | 8,035 | $ | (8,577 | ) | $ | 239 | ||||||||||
Net loss – year ended March 31, 2011 (audited)
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- | - | - | (71 | ) | (71 | ) | |||||||||||||
Balance – March 31, 2011 (audited)
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1,561,022 | $ | 781 | $ | 8,035 | $ | (8,648 | ) | $ | 168 | ||||||||||
Net loss – Three months ended June 30, 2011 (unaudited)
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- | - | - | (13 | ) | (13 | ) | |||||||||||||
Balance – June 30, 2011 (unaudited)
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1,561,022 | $ | 781 | $ | 8,035 | $ | (8,661 | ) | $ | 155 |
STATEMENTS OF CASH FLOWS
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(Dollars in thousands)
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(unaudited)
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Three Months Ended June 30,
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2011
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2010
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Cash Flows from Operating Activities:
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Loss from operations
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$ | (13 | ) | $ | (15 | ) | ||
Net Loss
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(13 | ) | (15 | ) | ||||
Adjustments to reconcile net loss to cash used in operating activities:
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Changes in assets and liabilities:
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Accounts payable and accrued expenses
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1 | 1 | ||||||
Net cash used in operating activities
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(12 | ) | (14 | ) | ||||
Net decrease in cash and cash equivalents
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(12 | ) | (14 | ) | ||||
Cash and cash equivalents, beginning of period
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179 | 250 | ||||||
Cash and cash equivalents, end of period
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$ | 167 | $ | 236 |
2011
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2010
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Weighted average number of common shares outstanding
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1,561,022 | 1,561,022 |
FCCC, INC. | |||
Date: July 29, 2011 |
By:
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Name: Bernard Zimmerman | |||
Title: President, Chief Executive Officer and | |||
Principal Financial Officer |
Exhibit No.
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Description
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31.1 |
Certificate of the Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1 |
Certificate of the Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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I, Bernard Zimmerman, certify that:
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of FCCC, Inc.;
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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 certifying officer is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) 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) | 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; | |
(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.
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5.
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The registrant certifying officer has disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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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6.
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The registrant certifying officer has indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Date: July 29, 2011
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By:
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Name: | Bernard Zimmerman | ||
Title: |
President, Principal Executive Officer and
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, as amended, and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Company.
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Date: July 29, 2011
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By:
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Name: | Bernard Zimmerman | ||
Title: | President, Principal Executive Officer and | ||
Principal Financial Officer |
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Document and Entity Information (USD $)
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3 Months Ended | |
---|---|---|
Jun. 30, 2011
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Jul. 29, 2011
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Entity Registrant Name | FCCC INC | |
Entity Central Index Key | 0000730669 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 780,511 | |
Entity Common Stock, Shares Outstanding | 1,561,022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2011 |
BALANCE SHEETS (Parenthetical) (USD $)
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Mar. 31, 2011
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Jun. 30, 2011
Unaudited
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Stockholder's equity: | ||
Common stock, par value | $ 0.50 | $ 0.50 |
Common stock,shares authorized; | 22,000,000 | 22,000,000 |
Common stock shares issued | 1,561,022 | 1,561,022 |
Common stock shares outstanding | 1,561,022 | 1,561,022 |
STATEMENTS OF OPERATIONS (Unaudited) (USD $)
In Thousands, except Share data |
3 Months Ended | |
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Jun. 30, 2011
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Jun. 30, 2010
|
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Income: | ||
Interest income | $ 1 | $ 1 |
Total income | 1 | 1 |
Expense: | ||
Operating and administrative expenses | 11 | 13 |
Legal expenses | 3 | 3 |
Total expense | 14 | 16 |
Loss before income taxes | (13) | (15) |
Income tax expense | ||
Net Loss | $ (13) | $ (15) |
Basic and Diluted loss per share | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding: | ||
Basic and Diluted | 1,561,022 | 1,561,022 |
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $)
In Thousands, except Share data |
Common Stock
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Additional Paid-In Capital
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Accumulated Deficit
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Total
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Begnning Balance, Amount at Mar. 31, 2009 | $ 781 | $ 9,284 | $ (8,504) | $ 1,561 |
Begnning Balance, Share at Mar. 31, 2009 | 1,561,022 | |||
Cash Distribution August 2009 | (1,249) | (1,249) | ||
Net loss | (73) | (73) | ||
Ending Balance, Amount at Mar. 31, 2010 | 781 | 8,035 | (8,577) | 239 |
Ending Balance, Share at Mar. 31, 2010 | 1,561,022 | |||
Net loss | (71) | (71) | ||
Ending Balance, Amount at Mar. 31, 2011 | 781 | 8,035 | (8,648) | 168 |
Ending Balance, Share at Mar. 31, 2011 | 1,561,022 | |||
Net loss | (13) | (13) | ||
Ending Balance, Amount at Jun. 30, 2011 | $ 781 | $ 8,035 | $ (8,661) | |
Ending Balance, Share at Jun. 30, 2011 | 1,561,022 |
STATEMENTS OF CASH FLOWS (Unaudited) (USD $)
In Thousands |
3 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
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Cash Flows from Operating Activities: | ||
Loss from operations | $ (13) | $ (15) |
Net Loss | (13) | (15) |
Accounts payable and accrued expenses | 1 | 1 |
Net cash used in operating activities | (12) | (14) |
Net decrease in cash and cash equivalents | (12) | (14) |
Cash and cash equivalents, beginning of period | 179 | 250 |
Cash and cash equivalents, end of period | $ 167 | $ 236 |
NOTE A - BASIS OF PRESENTATION
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3 Months Ended |
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Jun. 30, 2011
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NOTE A - BASIS OF PRESENTATION | The accompanying unaudited condensed financial statements of FCCC, Inc. (the Company), have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2012 or other future periods. For further information, refer to the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
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NOTE B - RELATED PARTY TRANSACTIONS
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3 Months Ended |
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Jun. 30, 2011
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NOTE B - RELATED PARTY TRANSACTIONS | The Company currently has one executive officer, who has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company, entered into a Consulting Agreement (the Zimmerman Consulting Agreement) which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.
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NOTE C - NEW PRONOUNCEMENTS AND SHARE BASED AWARDS
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3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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NOTE C - NEW PRONOUNCEMENTS AND SHARE BASED AWARDS | Recently Issued Accounting Pronouncements:
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-01, Accounting for Distributions to Shareholders with Components of Stock and Cash-a consensus of the FASB Emerging Issues Task Force,(Topic 505). This Accounting Standards Update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earning Per Share). The Company is currently evaluating the impact of ASU 2010-01 on the Companys financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Earnings Per Common Share:
The Company follows FASB ASC 260 (formerly, SFAS No. 128), Earnings Per Share. ASC 260 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. Basic EPS is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Basic and diluted loss per common share was calculated using the following number of shares for the three months ended June 30,:
Share Based Awards:
The company adopted Share-Based Payment FASB ASC 718 (formerly, FAS 123(R)), ASC 718 requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. For the Company, this statement was effective as of April 1, 2006. The Company adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date. The modified prospective method recognizes compensation cost based on the requirements of ASC 718 for all share-based payments granted after the effective date and, based on the requirements of ASC 718, for all awards granted to employees prior to the effective date that remain unvested on the effective date. The Company does not expect to record any significant expenses under ASC 718 for options currently outstanding. However, the amount of expense recorded under ASC 718 will depend upon the number of options granted in the future and their valuation.
|
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