ELITE ENERGIES, INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
333-168184
|
26-3936718
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
848 Stewart Drive, Suite 101
Sunnyvale, California 94085
|
(Address of principal executive offices)
|
(888) 209-9909
|
(Registrant’s telephone number, including area code)
|
Not applicable
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large Accelerated Filer ¨
|
Accelerated Filer ¨
|
Non-Accelerated Filer ¨
|
Smaller Reporting Company x
|
Item 1.
|
Financial Statements
|
3
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Result of Operations
|
12
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
15
|
Item 4.
|
Controls and Procedures
|
15
|
Item 1.
|
Legal Proceedings
|
15
|
Item 1A.
|
Risk Factors
|
15
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
15
|
Item 3.
|
Defaults Upon Senior Securities
|
15
|
Item 4.
|
Mine Safety Disclosure
|
15
|
Item 5.
|
Other Information
|
15
|
Item 6.
|
Exhibits
|
16
|
ELITE ENERGIES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(UNAUDITED)
|
||||||||
June 30, 2012
|
March 31, 2012
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
12,297
|
$
|
34,793
|
||||
Trade receivables -
|
||||||||
Others, net
|
40,077
|
57,843
|
||||||
Related parties
|
6,773
|
6,441
|
||||||
Inventory, net
|
339,188
|
360,660
|
||||||
Prepaid expenses
|
273
|
808
|
||||||
Total Currents Assets
|
398,608
|
460,545
|
||||||
Deposit
|
51,809
|
51,809
|
||||||
Property and Equipment, net
|
35,098
|
37,752
|
||||||
Total Assets
|
$
|
485,515
|
$
|
550,106
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Trade Payables -
|
||||||||
Others
|
$
|
73,415
|
$
|
78,756
|
||||
Related parties
|
35,543
|
31,730
|
||||||
Accrued expenses -
|
||||||||
Interest
|
4,583
|
3,196
|
||||||
Other
|
43,495
|
4,611
|
||||||
Obligations under capital leases - current
|
1,721
|
3,391
|
||||||
Directors' loans
|
35,000
|
35,000
|
||||||
Loan from unrelated party
|
10,000
|
10,000
|
||||||
Stockholder loans to subsidiary
|
70,000
|
80,000
|
||||||
Total Current Liabilities
|
273,757
|
246,684
|
||||||
Total Liabilities
|
273,757
|
246,684
|
||||||
Commitments
|
||||||||
Stockholders' Equity
|
||||||||
Common stock, authorized 50,000,000 shares, par value $0.000001, 30,340,955
shares issued and outstanding on June 30, 2012 and March 31, 2012
|
30
|
30
|
||||||
Additional paid-in-capital
|
730,427
|
730,427
|
||||||
Accumulated deficit
|
(631,605
|
)
|
(556,674
|
)
|
||||
Total Elite's Stockholders' Equity
|
98,852
|
173,783
|
||||||
Noncontrolling Interest
|
112,906
|
129,639
|
||||||
Total Stockholders' Equity
|
211,758
|
303,422
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
485,515
|
$
|
550,106
|
ELITE ENERGIES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(UNAUDITED)
|
||||||||
Three months ended June 30,
|
||||||||
2012
|
2011
|
|||||||
Revenues-
|
||||||||
Trade, net of returns
|
$
|
214,905
|
$
|
311,703
|
||||
Related parties
|
15,732
|
32,221
|
||||||
230,637
|
343,924
|
|||||||
Cost of Revenue
|
189,522
|
275,536
|
||||||
Gross profit
|
41,115
|
68,388
|
||||||
Operating expenses
|
||||||||
Payroll expenses
|
43,800
|
42,298
|
||||||
General and administrative
|
13,922
|
18,246
|
||||||
Rent and utilities
|
23,676
|
23,734
|
||||||
Legal and professional fees
|
49,107
|
47,896
|
||||||
Total operating expenses
|
130,505
|
132,174
|
||||||
Other income/(expenses)
|
||||||||
Interest income
|
-
|
2
|
||||||
Interest under capital leases
|
(86
|
)
|
(275
|
)
|
||||
Note interest
|
(2,188
|
)
|
(2,188
|
)
|
||||
Total other income/(expenses)
|
(2,274
|
)
|
(2,461
|
)
|
||||
Loss before income taxes
|
(91,664
|
)
|
(66,247
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
(91,664
|
)
|
(66,247
|
)
|
||||
Less: Net loss attributable to noncontrolling interest
|
(16,733
|
)
|
(4,165
|
)
|
||||
Net loss attributable to Elite Energies, Inc.
|
$
|
(74,931
|
)
|
$
|
(62,082
|
)
|
||
Loss per Share - Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average number of common shares outstanding
|
||||||||
during the period - Basic and Diluted
|
30,340,955
|
29,066,230
|
ELITE ENERGIES, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
(UNAUDITED)
|
||||||||||||||||||||||||||||
Common Stock
|
Paid in
Capital
|
Accumulated Deficit |
Total Elite's
Stockholders' Equity |
Noncontrolling Interest |
Total
Stockholders' Equity |
|||||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balance, March 31, 2012
|
30,340,955
|
$
|
30
|
$
|
730,427
|
$
|
(556,674
|
)
|
$
|
173,783
|
$
|
129,639
|
$
|
303,422
|
||||||||||||||
Net Loss
|
-
|
-
|
-
|
(74,931
|
)
|
(74,931
|
)
|
(16,733
|
)
|
(91,664
|
)
|
|||||||||||||||||
Balance, June 30, 2012
|
30,340,955
|
$
|
30
|
$
|
730,427
|
$
|
(631,605
|
)
|
$
|
98,852
|
$
|
112,906
|
$
|
211,758
|
ELITE ENERGIES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(UNAUDITED)
|
||||||||
Three months ended June 30,
|
||||||||
2012
|
2011
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(91,664
|
)
|
$
|
(66,247
|
)
|
||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
2,655
|
2,662
|
||||||
Change in operating assets and liabilities:
|
||||||||
(Increase)/Decrease in trade receivables
|
17,434
|
(17,604
|
)
|
|||||
Decrease in inventories
|
21,471
|
79,195
|
||||||
Decrease in prepaid expenses
|
535
|
3,518
|
||||||
(Increase) in deposit
|
-
|
(25,000
|
)
|
|||||
(Decrease) in trade payables
|
(1,528
|
)
|
(11,297
|
)
|
||||
Increase in accrued expenses
|
40,271
|
2,350
|
||||||
Net Cash (Used in) Operating Activities
|
(10,826
|
)
|
(32,423
|
)
|
||||
Net Cash Used in Investing Activities for purchase of property and equipment
|
-
|
-
|
||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from issuance of common stock
|
-
|
240,000
|
||||||
(Repayment) of stockholder loans to subsidiary
|
(10,000
|
)
|
-
|
|||||
(Payments) on capital lease obligations
|
(1,670
|
)
|
(1,481
|
)
|
||||
Net Cash Provided by Financing Activities
|
(11,670
|
)
|
238,519
|
|||||
Net Increase/(Decrease) in Cash
|
(22,496
|
)
|
206,096
|
|||||
Cash, Beginning of Period
|
34,793
|
42,651
|
||||||
Cash, Ending of Period
|
$
|
12,297
|
$
|
248,747
|
||||
Supplemental cash flow information
|
||||||||
Interest paid
|
$
|
886
|
$
|
2,275
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
Office Equipment
|
Five Years, 150% Double Declining
|
Furniture and Fixtures
|
Ten Years, 150% Double Declining
|
Forklift Equipment
|
Five Years, 200% Double Declining
|
Delivery Vehicle
|
Five Years, 200% Double Declining
|
Leasehold Improvements
|
Three to Five Years, Straight-line
|
June 30, 2012
|
March 31, 2012
|
|||||||
Office Equipment
|
$
|
7,502
|
$
|
7,502
|
||||
Furniture and Fixtures
|
14,590
|
14,590
|
||||||
Forklift Equipment
|
17,800
|
17,800
|
||||||
Delivery Vehicle
|
9,000
|
9,000
|
||||||
Leasehold Improvements
|
20,598
|
20,598
|
||||||
69,490
|
69,490
|
|||||||
Less: accumulated depreciation
|
(34,392
|
)
|
(31,738)
|
|||||
Property and equipment, net
|
$
|
35,098
|
$
|
37,752
|
June 30, 2012
|
March 31, 2012
|
|||||||
Accrued interest
|
||||||||
Stockholder loans to subsidiary
|
$
|
2,833
|
$
|
2,233
|
||||
Directors’ loans
|
1,400
|
788
|
||||||
Loan from unrelated party
|
350
|
175
|
||||||
$
|
4,583
|
$
|
3,196
|
June 30, 2012
|
March 31, 2012
|
|||||||
Forklift
|
$
|
17,800
|
$
|
17,800
|
||||
Less accumulated depreciation
|
(13,378
|
)
|
(12,887)
|
|||||
$
|
4,422
|
$
|
4,913
|
Three months ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
Numerator:
|
||||||||
Net loss
|
$
|
(91,664
|
)
|
$
|
(66,247)
|
|||
Less: Net loss allocated to noncontrolling interest
|
(16,733
|
)
|
(4,165)
|
|||||
Net loss attributable to the Company common stockholders—basic
|
$
|
(74,931
|
)
|
$
|
(62,082)
|
|||
Denominator:
|
||||||||
Weighted average common shares
|
30,340,955
|
29,066,230
|
||||||
Net loss attributable to the Company common stockholders per share—basic
|
$
|
(0.00
|
)
|
$
|
(0.00)
|
1.
|
We are currently raising fund from directors to further develop our energy saving related operations.
|
2.
|
We are exploring the opportunity in variety of industrial gas resale in the People’s Republic of China (“PRC”). Our Hong Kong subsidiary, Elite Energies International Limited (“EEIL”), is expecting to sign an agreement with ChenZhou XuHui QiTi, an industry gas manufacturing company located in Chen Zhou, Hunan (“XuHui”), for selling and operating gas trading in Hunan Province. This will be the major business objective for our on-going operation.
|
3.
|
We will hire consultants and an appropriate appraiser to study the industrial gas industry business in the PRC and evaluate XuHui’s value. Based on the result of such study and appraisal report, the Board of Directors of the Company (the “Board”) will evaluate and vote for the acquisition of the sales and gas trading operation of XuHui. Since our Chairwoman, Ai Huan Liu, has years of experience in the industrial gas business, she can greatly assist us in exploring potential opportunity in this industry.
|
4.
|
We are in process of developing new high power commercial lighting product that will better fit our customers’ needs. We are continuing to test our LED light system to ensure our products meet our highest durability and reliability standard.
|
5.
|
Elite is also exploring at other high tech company in China for potential business opportunity.
|
6.
|
As QGBS did not meet the Company’s projected target of profitability during the past years, the Board is in the process of winding down QGBS’s operations.
|
% of Revenues
|
||||||||
Three Months Ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
(UNAUDITED)
|
||||||||
Revenues-
|
||||||||
Trade, net of returns
|
93.2
|
%
|
90.6
|
%
|
||||
Related parties
|
6.8
|
9.4
|
||||||
100.0
|
100.0
|
|||||||
Cost of Revenue
|
82.2
|
80.1
|
||||||
Gross profit
|
17.8
|
19.9
|
||||||
Operating expenses
|
||||||||
Payroll expenses
|
19.0
|
12.3
|
||||||
General and administrative
|
6.0
|
5.3
|
||||||
Rent and utilities
|
10.3
|
6.9
|
||||||
Legal and professional fees
|
21.3
|
13.9
|
||||||
Total operating expenses
|
56.6
|
38.4
|
||||||
Other income/(expenses)
|
||||||||
Interest income
|
0.0
|
0.0
|
||||||
Interest under capital leases
|
(0.0)
|
(0.1)
|
||||||
Note interest
|
(0.9)
|
(0.6)
|
||||||
Total other income/(expenses)
|
(1.0)
|
(0.7)
|
||||||
Loss before income taxes
|
(39.7)
|
(19.3)
|
||||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
(39.7)
|
(19.3)
|
||||||
Less: Net loss attributable to noncontrolling interest
|
(7.3)
|
(1.2)
|
||||||
Net loss attributable to Elite Energies, Inc.
|
(32.5)
|
%
|
(18.1)
|
%
|
Exhibit No.
|
Title of Document
|
|
31.1*
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2*
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS *
|
XBRL Instance Document
|
|
101.SCH *
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL *
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF *
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB *
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE *
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed or furnished herewith.
|
ELITE ENERGIES, INC.
|
|
Date: August 14, 2012
|
By: /s/Spencer Luo
|
Spencer Luo
|
|
Chief Executive Officer
|
|
(Duly Authorized Officer and Principal Executive Officer)
|
Date: August 14, 2012
|
By: /s/Stephen Wan
|
Stephen Wan
Chief Financial Officer
(Principal Financial Officer)
|
1.
|
I have reviewed this Form 10-Q of Elite Energies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(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 there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financing reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 14, 2012
|
/s/ Spencer Luo
|
Spencer Luo
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Form 10-Q of Elite Energies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(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 there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financing reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 14, 2012
|
/s/ Stephen Wan
|
Stephen Wan
Chief Financial Officer
(Principal Financial Officer)
|
1.
|
Such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of Elite Energies, Inc.
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ELITE ENERGIES, INC.
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Date: August 14, 2012
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By:
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/s/ Spencer Luo
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Spencer Luo
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Chief Executive Officer
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(Principal Executive Officer) |
1.
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Such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of Elite Energies, Inc.
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ELITE ENERGIES, INC.
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Date: August 14, 2012
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By:
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/s/ Stephen Wan
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Stephen Wan
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Chief Financial Officer
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(Principal Financial Officer) |
Property and Equipment
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and equipment | NOTE 3. PROPERTY AND EQUIPMENT
At June 30, 2012 and March 31, 2012 property and equipment is as follows:
Depreciation expense for the three months ended June 30, 2012 and 2011 was $2,654 and $2,662, respectively.
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