Accelerated filer [ ]
|
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
June 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 11,914 | $ | 674 | ||||
Accounts Receivable - Trade
|
236 | $ | - | |||||
Advances to Vendor
|
53,415 | $ | - | |||||
Prepaid Expenses
|
205 | 7,435 | ||||||
Inventory
|
1,270 | - | ||||||
TOTAL CURRENT ASSETS
|
67,040 | 8,109 | ||||||
TOTAL ASSETS
|
$ | 67,040 | $ | 8,109 | ||||
LIABILITIES & STOCKHOLDER'S (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 19,268 | $ | 16,852 | ||||
Notes payable - related parties
|
84,029 | 51,622 | ||||||
TOTAL CURRENT LIABILITIES
|
103,297 | 68,474 | ||||||
Total liabilities
|
103,297 | 68,474 | ||||||
Redeemable Preferred Stock
|
||||||||
Series B: 500,000 shares authorized: 330,000 and 0 issued and outstanding
|
||||||||
as of June 30, 2016 and December 2015 respectively (Classified as Mezanine equity)
|
330,000 | 330,000 | ||||||
Stockholder's (Deficit)
|
||||||||
Preferred stock ($0.0001) par value, 20,000,000 shares authorized
|
||||||||
10,000 shares par value $0.0001 Class A, issued as of June 30, 2016
|
1 | 1 | ||||||
Common stock, ($0.0001) par value, 100,000,000 shares authorized:
|
||||||||
26,200,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015
|
2,620 | 2,620 | ||||||
Additional paid-in-capital
|
114,545 | 114,545 | ||||||
Accumulated Deficit
|
(483,423 | ) | (507,530 | ) | ||||
TOTAL STOCKHOLDER'S (DEFICIT)
|
(366,257 | ) | (390,364 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDER'S (DEFICIT)
|
$ | 67,040 | $ | 8,109 |
Six months ended June 30
|
Three months ended June 30
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
REVENUES
|
$ | 272,331 | $ | 314 | $ | 133,265 | $ | 314 | ||||||||
COST OF GOODS SOLD
|
179,735 | 40 | 97,096 | 40 | ||||||||||||
GROSS PROFIT
|
92,597 | 274 | 36,170 | 274 | ||||||||||||
General & Administrative Expenses
|
68,490 | 56,885 | 26,944 | 28,728 | ||||||||||||
Total Expenses
|
68,490 | 56,885 | 26,944 | 28,728 | ||||||||||||
Profit (Loss) before provision of income taxes
|
24,107 | (56,611 | ) | 9,226 | (28,454 | ) | ||||||||||
Income tax provision
|
- | - | - | - | ||||||||||||
NET INCOME (LOSS)
|
$ | 24,107 | $ | (56,611 | ) | $ | 9,226 | $ | (28,454 | ) | ||||||
BASIS INCOME (LOSS) PER SHARE
|
$ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
26,200,000 | 26,200,000 | 26,200,000 | 26,200,000 |
Six months ended June 30,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOW FROM OPERATING ACTIVITIES
|
||||||||
Net Income (Loss)
|
$ | 24,107 | $ | (56,611 | ) | |||
Adjustments to reconcile net income (loss) to net cash
|
||||||||
used in operating activities:
|
- | |||||||
Changes in operating assets and liabilities
|
||||||||
Inventory
|
6,165 | (621 | ) | |||||
Prepaid expenses
|
(205 | ) | (40 | ) | ||||
Accounts payable
|
2,417 | - | ||||||
Accounts Receivable
|
(236 | ) | - | |||||
Advance to Supplier
|
(53,415 | ) | - | |||||
Accrued interest
|
- | (372 | ) | |||||
NET CASH USED IN OPERATING ACTIVITIES
|
(21,167 | ) | (57,644 | ) | ||||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from related party notes
|
32,408 | 50,941 | ||||||
NET CASH PROVIDED BY FINANCING ACIVITIES
|
32,408 | 50,941 | ||||||
NET INCREASE/(DECREASE) IN CASH
|
11,240 | (6,703 | ) | |||||
CASH AT BEGINNING OF PERIOD
|
674 | 7,187 | ||||||
CASH AT END OF PERIOD
|
$ | 11,914 | $ | 484 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
Assets acquired in acquisition for note payable
|
$ | - | $ | 2,000,000 | ||||
Conversion of note payable to preferred stock
|
$ | - | $ | 330,000 | ||||
Conversion of related party note to preferred stock
|
$ | - | $ | 58,000 |
a)
|
Each share to carry one vote.
|
b)
|
Each share will be redeemable with a 365 days written notice to the company.
|
c)
|
Each share will be junior to any debt incurred by the Company.
|
d)
|
The redemption value will be the par value at which such “preferred shares – series B” are bought by the subscriber.
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e)
|
Each share will carry a dividend right at par with the common shares.
|
Exhibit No.
|
Description
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Bylaws*
|
|
31.1
|
Sec. 302 Certification of Principal Executive Officer
|
|
31.2
|
Sec. 302 Certification of Principal Financial Officer
|
|
32.1
|
Sec. 906 Certification of Principal Executive Officer
|
|
32.2
|
Sec. 906 Certification of Principal Financial Officer
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
Free Flow Inc.
|
||
Registrant
|
||
Date August 8, 2016
|
By: /s/ Sabir Saleem
|
|
Sabir Saleem, Chief Executive Officer,
|
||
Chief Financial and Accounting Officer
|
1.
|
I have reviewed this report on Form 10-Q of Free Flow, 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 presented 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 13a-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 the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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 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; 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 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this report on Form 10-Q of Free Flow, 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 presented 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 13a-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 the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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 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; 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 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2016
|
By: /s/ Sabir Saleem
|
|
Sabir Saleem
|
||
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2016
|
By: /s/ Sabir Saleem
|
|
Sabir Saleem
|
||
Chief Financial Officer
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 08, 2016 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Free Flow, Inc. | |
Entity Central Index Key | 0001543652 | |
Trading Symbol | fflo | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,200,000 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Redeemable preferred stock, shares authorized | 500,000 | 500,000 |
Redeemable preferred stock, shares issued | 330,000 | 0 |
Redeemable preferred stock, shares outstanding | 330,000 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,200,000 | 26,200,000 |
Common stock, shares outstanding | 26,200,000 | 26,200,000 |
Class A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares issued | 10,000 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Income Statement [Abstract] | ||||
REVENUES | $ 133,265 | $ 314 | $ 272,331 | $ 314 |
COST OF GOODS SOLD | 97,096 | 40 | 179,735 | 40 |
GROSS PROFIT | 36,170 | 274 | 92,597 | 274 |
General & Administrative Expenses | 26,944 | 28,728 | 68,490 | 56,885 |
Total Expenses | 26,944 | 28,728 | 68,490 | 56,885 |
Profit (Loss) before provision of income taxes | 9,226 | (28,454) | 24,107 | (56,611) |
Income tax provision | ||||
NET INCOME (LOSS) | $ 9,226 | $ (28,454) | $ 24,107 | $ (56,611) |
BASIS INCOME (LOSS) PER SHARE (in dollars per share) | $ 0.00 | $ (0.00) | $ 0.00 | $ (0.00) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 26,200,000 | 26,200,000 | 26,200,000 | 26,200,000 |
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ 24,107 | $ (56,611) |
Changes in operating assets and liabilities | ||
Inventory | 6,165 | (621) |
Prepaid expenses | (205) | (40) |
Accounts payable | 2,417 | |
Accounts Receivable | (236) | |
Advance to Supplier | (53,415) | |
Accrued interest | (372) | |
NET CASH USED IN OPERATING ACTIVITIES | (21,167) | (57,644) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from related party notes | 32,408 | 50,941 |
NET CASH PROVIDED BY FINANCING ACIVITIES | 32,408 | 50,941 |
NET INCREASE/(DECREASE) IN CASH | 11,240 | (6,703) |
CASH AT BEGINNING OF PERIOD | 674 | 7,187 |
CASH AT END OF PERIOD | $ 11,914 | 484 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Assets acquired in acquisition for note payable | 2,000,000 | |
Conversion of note payable to preferred stock | 330,000 | |
Conversion of related party note to preferred stock | $ 58,000 |
BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 22, 2016.
|
GOING CONCERN |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established itself as a stable ongoing business entity with established revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business.
In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management’s plan is to obtain such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management is obtaining capital from management and significant shareholders sufficient to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure sources for sales to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
|
INCORPORATION OF SUBSIDIARY - CORE BUSINESS |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Incorporation Of Subsidiary [Abstract] | |
INCORPORATION OF SUBSIDIARY - CORE BUSINESS | NOTE 3 – INCORPORATION OF SUBSIDIARY - CORE BUSINESS:
As reported in the 10Q for first quarter, on February 4, 2016, the Company incorporated a subsidiary in the State of Virginia under the name JK Sales, Corp. Subsequently JK Sales, Corp. entered into an Agreement with Al-Mustafa Enterprise, Inc. in King George, VA as Managing and Sales Agent. Since JK Sales, Corp. began the operation, for the period ending June 30, 2016, the Company has achieved a Sales of approximately $270,000, with a net income of approximately $24,000 for the same period.
The second part of Managing and Sales Agent agreement which related to managing a Auto Body and Repair facility did not come into effectuation due to organizational and management issues the current owners faced with. The Company is thus fully focused on the used auto parts business.
|
RELATED PARTY - NOTE PAYABLE |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 4 – RELATED PARTY - NOTE PAYABLE
As of March 31, 2015, the Company had a note payable in the amount of $61,129 to Redfield Holdings, Ltd. a related party. During the three months ending June 30, 2016 the Company borrowed an additional sum of $32,407, thus owing a total sum of $84,029. The note is unsecured and does not bear any interest and has a maturity of December 30, 2016. The amount owed as on December 31, 2015 was $51,622.
|
CAPITAL STOCK |
6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK
The Company has authorized 100,000,000 shares of common shares with a par value of $0.0001 per shares and 20,000,000 shares of preferred stock, with a par value of $0.0001 per shares.
Pursuant to the resolution of the shareholders meeting held on March 30, 2015 the Company designated 500,000 shares of the preferred authorized shares as preferred shares – Series “B” shares. The preferred shares – Series “B” were assigned the following preferences:
On December 31, 2014 the Company had a Note outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuticals, Inc. By mutual consent this note and accrued interest was converted to 330,000 preferred shares – Series “B”. The balance is still outstanding as on June 30, 2016 and has been classified as mezzanine equity.
On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd. by cancellation of a Note against the issuance of 9,700 shares of preferred shares – Series “A”. These shares were issued to Redfield Holding, Ltd. thus making a total of entire designated preferred shares – Series “A” shares to Redfield Holdings, Ltd. Each share of preferred shares – Series “A” carries voting right equal to 10,000 common shares.
On June 30, 2016 total preferred shares issued and outstanding are 10,000 Series “A” and 330,000 Series “B”.
|
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date which the financial statements were available to be issued. Based on the evaluation no material events have occurred that require recognition in or disclosure to the financial statements.
|
INCORPORATION OF SUBSIDIARY (Detail Textuals) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Incorporation Of Subsidiary [Abstract] | ||||
Sales | $ 133,265 | $ 314 | $ 272,331 | $ 314 |
Net income | $ 9,226 | $ (28,454) | $ 24,107 | $ (56,611) |
RELATED PARTY (Detail Textuals) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
Mar. 31, 2015 |
|
Related Party Transaction [Line Items] | |||||
Note payable | $ 84,029 | $ 84,029 | $ 51,622 | ||
Additional borrowing | $ 32,407 | $ 32,408 | $ 50,941 | ||
Redfield Holdings, Ltd. | |||||
Related Party Transaction [Line Items] | |||||
Note payable | $ 61,129 |
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