☒
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Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
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☐
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Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
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Delaware
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37-1532842
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(State or other
jurisdiction of
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(I.R.S.
Employer
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incorporation or
organization)
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Identification
No.)
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20807
Biscayne Blvd., Suite 203,
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Aventura,
Florida
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33180
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(Address of
principal executive offices)
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(Zip
Code)
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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 a
smaller company)
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Page
Number
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PART I
FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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1
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Condensed
Balance Sheets as of September 30, 2017 (Unaudited) and December
31, 2016
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1
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Condensed
Statements of Operations for the Three and Nine Months Ended
September 30, 2017 and 2016
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2
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Condensed
Statements of Cash Flows for the Nine Months Ended September 30,
2017 and 2016
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3
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Notes
to the Condensed 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 Results of
Operations
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6
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Item
3.
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Quantitative
and Qualitative Disclosures about Market Risk
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7
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Item
4.
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Controls
and Procedures
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7
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PART II OTHER
INFORMATION
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Item
1.
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Legal
Proceedings
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8
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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8
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Item
3.
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Defaults
upon Senior Securities
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8
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Item
4.
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Reserved
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8
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Item
5.
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Other
Information
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8
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Item
6.
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Exhibits
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8
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SIGNATURES
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9
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September
30,
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December
31,
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2017
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2016
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(Unaudited)
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(Audited)
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ASSETS
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Current
assets
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Cash
and cash equivalents
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$-
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$-
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TOTAL CURRENT ASSETS / TOTAL ASSETS
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$-
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$-
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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LIABILITIES
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Current
liabilities
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Accounts
payable
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$
-
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$-
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Accrued
liabilities
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6,500
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11,500
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Amount
due to a related party
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200,762
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171,914
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TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES
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$207,262
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$183,414
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STOCKHOLDERS’ DEFICIT
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Preferred
stock: par value of $0.001 per share
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Authorized:
10,000,000 shares at September 30, 2017 and December 31,
2016
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Issued
and outstanding: 0 shares at September
30, 2017 and December 31, 2016
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-
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-
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Common
stock: par value of $0.001 per share
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Authorized:
250,000,000 shares at September
30, 2017 and December 31, 2016
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Issued
and outstanding: 20,006,402 shares at September
30, 2017 and December 31, 2016
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20,006
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20,006
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Additional
paid-in-capital
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609,614
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609,614
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Accumulated
deficit
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(836,882)
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(813,034)
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TOTAL STOCKOLDERS’ DEFICIT
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$(207,262)
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$(183,414)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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-
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-
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Three
months ended September 30,
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Nine
months ended September 30,
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2017
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2016
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2017
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2016
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Administrative
expenses
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$(11,703)
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$(11,179)
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$(23,848)
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$(23,679)
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Loss
before taxes
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(11,703)
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(11,179)
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(23,848)
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(23,679)
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Provision
for income taxes
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-
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-
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-
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-
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Net
loss
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$(11,703)
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$(11,179)
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$(23,848)
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$(23,679)
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Earnings
per share
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-Basic
and diluted
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$*
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$*
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$*
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$*
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Weighted
average number of shares outstanding
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-Basic
and diluted
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20,006,402
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20,006,402
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20,006,402
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20,006,402
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Nine
months ended September 30,
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2017
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2016
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Cash flows from operating activities
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Net
loss
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$(23,848)
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$(23,679)
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Changes
in operating assets and liabilities:
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Accounts
payable
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-
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5,700
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Accrued
liabilities
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(5,000)
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(6,450)
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Amount
due to a related party
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28,848
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24,429
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Net
cash flows used by operating activities
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-
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-
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Cash flows from investing activities
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-
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-
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Cash flows from financing activities
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-
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-
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Net
decrease in cash and cash equivalents
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-
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-
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Cash
and cash equivalents – beginning of period
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-
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-
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Cash
and cash equivalents – end of period
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$-
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$-
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Supplemental
disclosures for cash flow information:
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Cash
paid for interest
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$-
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$-
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Cash
paid for income taxes
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$-
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$-
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GREEN PLANET
BIOENGINEERING CO., LTD.
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Date: October 27,
2017
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By:
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/s/ Jordan Weingarten
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Jordan
Weingarten President and Chief Financial Officer
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(Principal
Executive Officer and
Principal Financial
Officer)
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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 my 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 quarterly report is being prepared;
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b)
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designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under 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)
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evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures and
evaluated the effectiveness of our internal control over financial
reporting, and presented in this report my conclusions about the
effectiveness of our internal control over financial reporting, as
of the end of the period covered by this report based on such
evaluation;
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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 that has materially
affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial
reporting;
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a)
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all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information and have identified for the registrant’s auditors
any material weaknesses in internal controls; 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 controls over financial reporting.
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Date: October 27,
2017
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By:
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/s/ Jordan Weingarten
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Jordan
Weingarten President and Chief Financial Officer
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(Principal
Executive Officer and
Principal Financial
Officer)
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Date: October 27,
2017
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By:
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/s/ Jordan Weingarten
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Jordan
Weingarten President and Chief Financial Officer
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(Principal
Executive Officer and
Principal Financial
Officer)
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Document and Entity Information - shares |
9 Months Ended | |
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Sep. 30, 2017 |
Oct. 27, 2017 |
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Document And Entity Information | ||
Entity Registrant Name | Green Planet Bio Engineering Co. Ltd. | |
Entity Central Index Key | 0001392449 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 Common Stock, Shares Outstanding | 20,006,402 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2017 |
Balance Sheets (Unaudited) - USD ($) |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Current assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
TOTAL CURRENT ASSETS/TOTAL ASSETS | 0 | 0 |
Current liabilities | ||
Accounts payable | 0 | 0 |
Accrued liabilities | 6,500 | 11,500 |
Amount due to a related party | 200,762 | 171,914 |
TOTAL CURRENT LIABILITIES/TOTAL LIABILITIES | 207,262 | 183,414 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock: par value of $0.001 per share, Authorized: 10,000,000 shares at September 30, 2017 and December 31, 2016, Issued and outstanding: 0 shares at September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock: par value of $0.001 per share, Authorized: 250,000,000 shares at September 30, 2017 and December 31, 2016, Issued and outstanding: 20,006,402 shares at September 30, 2017 and December 31, 2016 | 20,006 | 20,006 |
Additional paid-in capital | 609,614 | 609,614 |
Accumulated deficit | (836,882) | (813,034) |
TOTAL STOCKHOLDERS' DEFICIT | (207,262) | (183,414) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 20,006,402 | 20,006,402 |
Common stock, outstanding | 20,006,402 | 20,006,402 |
Statements of Income (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|||
Income Statement [Abstract] | ||||||
Administrative expenses | $ (11,703) | $ (11,179) | $ (23,848) | $ (23,679) | ||
Loss before income taxes | (11,703) | (11,179) | (23,848) | (23,679) | ||
Provision for income taxes | 0 | 0 | 0 | 0 | ||
Net loss | $ (11,703) | $ (11,179) | $ (23,848) | $ (23,679) | ||
Earnings per share | ||||||
Basic and diluted | [1] | |||||
Weighted average number of shares outstanding | ||||||
Basic and diluted | 20,006,402 | 20,006,402 | 20,006,402 | 20,006,402 | ||
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Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
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Cash flows from operating activities | ||
Net loss | $ (23,848) | $ (23,679) |
Changes in operating assets and liabilities : | ||
Accounts payable | 0 | 5,700 |
Accrued liabilities | (5,000) | (6,450) |
Amount due to a related party | 28,848 | 24,429 |
Net cash flows used by operating activities | 0 | 0 |
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Supplemental disclosures for cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for Income taxes | $ 0 | $ 0 |
1. Organization |
9 Months Ended |
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Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Organization | Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) on April 14, 2010.
In March 2012, the Company became a subsidiary of Global Fund Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.
The Company operates as a public organized shell corporation with the purpose to acquire or merge with an existing business operation. The Company’s activities are subject to significant risks and uncertainties, as their ability to implement and execute future business plans and generate sufficient business revenue is directly influenced by their ability to secure adequate financing or find profitable business opportunities. |
2. Summary of significant accounting policies |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Notes to Financial Statements | |
2. Summary of significant accounting policies | Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the years reported. Actual results could differ from those estimates. Significant items that require estimates were accruals of liabilities.
Cash and cash equivalents
Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. Balances of cash and cash equivalents in financial institutions may at times exceed the government-insured limits.
Earnings per share
Earnings per share is reported in accordance with FASB ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
Fair Value Measurements
FASB ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. Investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical investments as of the period reporting date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Level 3 - Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
Recent Changes in Accounting Standards
In August 2014, the FASB issued ASU No. 2014-15 "Presentation of Financial Statements-Going Concern." The provisions of ASU No. 2014-15 require management to assess an entity’s liability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. audit standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require evaluation of every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt in not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company believes that the adoption of ASU No. 2014-15 does not have a material impact on the Company’s financial statements. |
3. Going Concern |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Text Block [Abstract] | |
3. Going Concern | The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from Global Funds, the majority stockholder. |
4. Amount Due to a Related Company |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Notes to Financial Statements | |
4. Amount Due to a Related Company | The Company relies on a related company to advance funds to finance its operating expenses. The amounts advanced are interest-free, unsecured and are repayable upon demand.
|
5. Preferred stock / Common stock |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Equity [Abstract] | |
5. Preferred stock / Common stock | Preferred stock
The Company is authorized under its Articles of Incorporation to issue 10,000,000 shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the stockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.
The company does not have any issued shares of the preferred stock as of September 30, 2017 and 2016.
Common stock
The Company is authorized to issue 250,000,000 shares of common stock with a par value of $0.001 per share. During the three and nine months ended September 30, 2017, the Company did not issue any shares of common stock or warrants. |
6. Stock-based compensation |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
6. Stock-based compensation | There was no non-cash stock-based compensation recognized for the three and nine months ended September 30, 2017 and 2016. |
2. Summary of significant accounting policies (Policies) |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Notes to Financial Statements | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year. |
Use of estimates | The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the years reported. Actual results could differ from those estimates. Significant items that require estimates were accruals of liabilities. |
Cash and cash equivalents | Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. Balances of cash and cash equivalents in financial institutions may at times exceed the government-insured limits. |
Earnings per share | Earnings per share is reported in accordance with FASB ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share. |
Fair Value Measurements | FASB ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. Investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical investments as of the period reporting date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Level 3 - Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. |
Recent Changes in Accounting Standards | In August 2014, the FASB issued ASU No. 2014-15 "Presentation of Financial Statements-Going Concern." The provisions of ASU No. 2014-15 require management to assess an entity’s liability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. audit standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require evaluation of every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt in not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company believes that the adoption of ASU No. 2014-15 does not have a material impact on the Company’s financial statements. |
1. General Information (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
State of incorporation | Delaware |
Incorporation Date | Oct. 30, 2006 |
5. Preferred stock / Common stock (Details Narrative) - $ / shares |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Notes to Financial Statements | ||
Preferred stock par value | $ .001 | $ .001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, Authorized | 250,000,000 | 250,000,000 |
6. Stock-based compensation (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Stock-based Compensation Details Narrative | ||||
Non-cash stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 |
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