from10-ka.htm

0001140361-11-024839.txt : 20110504 0001140361-11-024839.hdr.sgml : 20110504 20110504145134 ACCESSION NUMBER: 0001140361-11-024839 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YOU ON DEMAND HOLDINGS, INC. CENTRAL INDEX KEY: 0000837852 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 201777837 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19644 FILM NUMBER: 11809787 BUSINESS ADDRESS: STREET 1: 27 UNION SQUARE, WEST STREET 2: SUITE 502 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212-206-1216 MAIL ADDRESS: STREET 1: 27 UNION SQUARE, WEST STREET 2: SUITE 502 CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BROADBAND INC DATE OF NAME CHANGE: 20070516 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA NUTRA INC DATE OF NAME CHANGE: 20060922 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA NUTRACEUTICALS INC DATE OF NAME CHANGE: 20040115 10-K/A 1 from10-ka.htm YOU ON DEMAND 10-K/A 12-31-2009 from10-ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 000-19644

YOU ON DEMAND HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-1778374
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

27 Union Square, West Suite 502

New York, New York 10003

(Address of principal executive offices)

(212) 206-1216

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o	Accelerated Filer o

Non-Accelerated Filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

There were a total of 65,086,152 shares of the registrant’s common stock outstanding as of April 15, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

YOU On Demand Holding, Inc. (the “Company”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2009, which was originally filed with the Securities and Exchange Commission on April 15, 2010, and thereafter amended on April 16, 2010 (collectively, the “Original Filing”).

The Company is amending the disclosure included in Part II, Item 9A(T) of the Original Filing to clarify under the heading “Evaluation of Disclosure Controls and Procedures” that, as of December 31, 2009, and as of the date that the Company’s evaluation of the effectiveness of its disclosure controls and procedures was completed, the Company’s disclosure controls and procedures were not effective to satisfy the objectives for which they were intended.

For purposes of the Amendment, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 9A(T) has been amended and restated in its entirety. Unless otherwise indicated, this report speaks only as of the date that the Original Filing was filed. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including the exhibits to the Original Filing affected by subsequent events, except that this Amendment includes as exhibits 31.1, 31.2, 32.1 and 32.2 new certifications by the Company’s Chief Executive Officer and Chief Financial Officer as required by Rule 12b-15.

PART II

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2009, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Exchange Act defines internal control over financial reporting as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Our internal control over financial reporting was not effective as a result of the following identified material weaknesses:

A) In connection with the preparation and audit of our 2009 financial statements and notes, we were informed by our auditor, UHY LLP (“UHY”) of certain deficiencies in our internal controls that UHY considered to be material weaknesses. These deficiencies related to our financial closing procedures and errors in classification of warrants. After discussions between management, our audit committee and UHY, we concluded that the Company had not properly adopted FASB ASC Topic 815-40 “Derivatives and Hedging”: Contracts in Entity’s Own Equity”) (“ASC 815”) and as a result had not reclassified warrants from equity to liabilities as of January 1, 2009. As a result of the change in accounting, the Company recognized a $512,000 charge for the year ended December 31, 2009.

B) The Company does not maintain personnel with a sufficient level of accounting knowledge, experience and training in the selection and application of US GAAP and related SEC disclosure requirements.

C) The Company does not have an accounting policy manual based on US GAAP.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit List

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of January 23, 2007, by and among the Company, China Broadband, Ltd. and its shareholders. [incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]

3.1		Articles of Incorporation of the Company, as amended to date.

3.2		Bylaws of the Company, as amended to date.

4.1		Form of Note Purchase Agreement, dated June 30, 2009, among the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

4.2		Form of 5% Convertible Promissory Note, issued as of June 30, 2009. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

4.3		Form of 5% Convertible Promissory Note, issued as of January 11, 2008. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

4.4		Form of Class A Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

4.5		Form of Broker’s Common Stock Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 17, 2008]


4.6		Form of Warrant Amendment, dated March 2008 [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

4.7		Form of 7% Convertible Promissory Note issued by China Broadband, Ltd. and assumed by the Company. [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.8		Form of Warrant, issued as of January 23, 2007. [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.9		Form of Warrant, issued as of January 23, 2007 to Maxim Financial Corporation. [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.10		Form of Warrant, issued as of January 23, 2007 to BCGU, LLC. [incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]

4.11		Form of Registration Rights Agreement, dated as of January 23, 2007 [incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.1		Form of Stock Purchase Agreement, dated as of June 30, 2009, among the Company and certain investors [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

10.2		Form of Waiver Letter, dated as of June 30, 2009, between the Company and certain existing note holders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

10.3		Form of Subscription Agreement, dated as of January 11, 2008, between the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.4		Form of Funds Escrow Agreement, dated January 11, 2008, by and among the Company, Grushko and Mittman, P.C., and investors. [Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.5		Settlement Agreement, dated January 11, 2008, by and among the Company, China Broadband Ltd., Stephen Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng, Chardan Capital Markets, LLC, Jaguar Acquisition Corporation, and China Cablecom Holdings, Ltd. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.6		Form of Subscription and Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

10.7		Form of Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

10.8		Form of Subscription Agreement, dated January 23, 2007, by and among the Company and certain investors. [incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.9		Cooperation Agreement dated as of December 26, 2006 between China Broadband, Ltd. and Jianan Guangdian Jiahe Digital Television Co., Ltd. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.10		Exclusive Service Agreement, dated December, 2006, by and among Beijing China Broadband Network Technology Co., Ltd., Jinan Guangdian Jiahe Digital Television Co., Ltd. and Jinan Broadcast &Televison Information Network Center. [incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed June 11, 2007]

10.11		Cooperation Agreement, dated March 7, 2008, by and among Ji’Nan Zhongkuan Dian Guang Information Technology Co., Shandong Broadcast & TV Weekly Press and Modern Movie & TV Biweekly Press. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]


10.12		Share Issuance Agreement, dated April 7, 2009 between the Company, China Broadband, Ltd., Waanshi Wangjing Media Technologies (Beijing) Co., Ltd. and its shareholders. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2009]

10.13		Loan Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd..*

10.14		Equity Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.*

10.15		Pledge Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd. [Incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K/A filed herewith on April 16, 2010]

10.16		Trustee Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd., appointing Mr. Wang Yingqi as trustee on its behalf *

10.17		Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Clive Ng. [incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.18		Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Clive Ng. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.19		Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Pu Yue. [incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.20		Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Pu Yue. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.21		Employment Agreement, dated March 13, 2008, between the Company and Marc Urbach. [incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 13, 2008]

10.22		Consulting Agreement, dated January 24, 2007, between the Company and Maxim Financial Corporation. [incorporated by reference to Exhibit 10.9 to the Company’s Amended Current Report on Form 8-K/A filed June 4, 2007]

21		Subsidiaries of the Company. [incorporated by reference to Exhibit 21 to the Company’s Amended Annual Report on Form 10-K/A filed April 16, 2010]

31.1		Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

99.1		China Broadband, Inc. 2008 Stock Incentive Plan. [incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]

99.2		China Broadband, Inc. Audit Committee Charter [incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

99.3		China Broadband, Inc. Nominating and Corporate Governance Committee Charter [incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

99.4		China Broadband, Inc. Compensation Committee Charter [incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

*Filed herewith

SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereto duly authorized individual.

Date: May 4, 2011

	YOU ON DEMAND HOLDINGS, INC.

	By:	/s/ Shane McMahon
		Shane McMahon
		Chief Executive Officer

	By:	/s/ Marc Urbach
		Marc Urbach
		President and Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Each person whose signature appears below hereby authorizes Shane McMahon and Marc Urbach, and each or any of them, as attorneys-in-fact to sign on his or her behalf, individually, and in each capacity stated below, and to file all amendments and/or supplements to this annual report on Form 10-K/A.

Signature	Title	Date

/s/ Shane McMahon	Chairman and Chief Executive Officer	May 4, 2011
Shane McMahon	(Principal Executive Officer)

/s/ Marc Urbach	President, Chief Financial Officer and Director	May 4, 2011
Marc Urbach	(Principal Financial and Accounting Officer)

/s/ Weicheng Liu	Senior Executive Officer and Director	May 4, 2011
Weicheing Liu

/s/ James Cassano	Director	May 4, 2011
James Cassano

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of January 23, 2007, by and among the Company, China Broadband, Ltd. and its shareholders. [incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]

3.1		Articles of Incorporation of the Company, as amended to date.

3.2		Bylaws of the Company, as amended to date.

4.1		Form of Note Purchase Agreement, dated June 30, 2009, among the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

4.2		Form of 5% Convertible Promissory Note, issued as of June 30, 2009. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

4.3		Form of 5% Convertible Promissory Note, issued as of January 11, 2008. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

4.4		Form of Class A Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

4.5		Form of Broker’s Common Stock Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

4.6		Form of Warrant Amendment, dated March 2008 [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

4.7		Form of 7% Convertible Promissory Note issued by China Broadband, Ltd. and assumed by the Company. [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.8		Form of Warrant, issued as of January 23, 2007. [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.9		Form of Warrant, issued as of January 23, 2007 to Maxim Financial Corporation. [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 20, 2007]

4.10		Form of Warrant, issued as of January 23, 2007 to BCGU, LLC. [incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]

4.11		Form of Registration Rights Agreement, dated as of January 23, 2007 [incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.1		Form of Stock Purchase Agreement, dated as of June 30, 2009, among the Company and certain investors [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

10.2		Form of Waiver Letter, dated as of June 30, 2009, between the Company and certain existing note holders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]

10.3		Form of Subscription Agreement, dated as of January 11, 2008, between the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.4		Form of Funds Escrow Agreement, dated January 11, 2008, by and among the Company, Grushko and Mittman, P.C., and investors. [Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.5		Settlement Agreement, dated January 11, 2008, by and among the Company, China Broadband Ltd., Stephen Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng, Chardan Capital Markets, LLC, Jaguar Acquisition Corporation, and China Cablecom Holdings, Ltd. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]


10.6		Form of Subscription and Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

10.7		Form of Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2008]

10.8		Form of Subscription Agreement, dated January 23, 2007, by and among the Company and certain investors. [incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.9		Cooperation Agreement dated as of December 26, 2006 between China Broadband, Ltd. and Jianan Guangdian Jiahe Digital Television Co., Ltd. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.10		Exclusive Service Agreement, dated December, 2006, by and among Beijing China Broadband Network Technology Co., Ltd., Jinan Guangdian Jiahe Digital Television Co., Ltd. and Jinan Broadcast &Televison Information Network Center. [incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed June 11, 2007]

10.11		Cooperation Agreement, dated March 7, 2008, by and among Ji’Nan Zhongkuan Dian Guang Information Technology Co., Shandong Broadcast & TV Weekly Press and Modern Movie & TV Biweekly Press. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]

10.12		Share Issuance Agreement, dated April 7, 2009 between the Company, China Broadband, Ltd., Waanshi Wangjing Media Technologies (Beijing) Co., Ltd. and its shareholders. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2009]

10.13		Loan Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd..*

10.14		Equity Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.*

10.15		Pledge Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd. [Incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K/A filed herewith on April 16, 2010]

10.16		Trustee Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd., appointing Mr. Wang Yingqi as trustee on its behalf *

10.17		Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Clive Ng. [incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.18		Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Clive Ng. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.19		Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Pu Yue. [incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed March 20, 2007]

10.20		Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Pu Yue. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 17, 2008]

10.21		Employment Agreement, dated March 13, 2008, between the Company and Marc Urbach. [incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 13, 2008]

10.22		Consulting Agreement, dated January 24, 2007, between the Company and Maxim Financial Corporation. [incorporated by reference to Exhibit 10.9 to the Company’s Amended Current Report on Form 8-K/A filed June 4, 2007]


21		Subsidiaries of the Company. [incorporated by reference to Exhibit 21 to the Company’s Amended Annual Report on Form 10-K/A filed April 16, 2010]

31.1		Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

99.1		China Broadband, Inc. 2008 Stock Incentive Plan. [incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]

99.2		China Broadband, Inc. Audit Committee Charter [incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

99.3		China Broadband, Inc. Nominating and Corporate Governance Committee Charter [incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

99.4		China Broadband, Inc. Compensation Committee Charter [incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K filed April 15, 2009]

*Filed herewith

EX-31.1 2 ex31_1.htm EXHIBIT 31.1 ex31_1.htm

EXHIBIT 31.1

CERTIFICATIONS

I, Shane McMahon, certify that:

I have reviewed this annual report on Form 10-K/A of YOU On Demand Holdings, Inc.;

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;

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;

The registrant’s other certifying officer 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:

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;

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;

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

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

The registrant’s other certifying officer 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):

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

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.

Date: May 4, 2011

/s/ Shane McMahon
Shane McMahon
Chief Executive Officer (Principal Executive Officer)

EX-31.2 3 ex31_2.htm EXHIBIT 31.2 ex31_2.htm

EXHIBIT 31.2

CERTIFICATIONS

I, Marc Urbach, certify that:

I have reviewed this annual report on Form 10-K/A of YOU On Demand Holdings, Inc.;

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.

Date: May 4, 2011

/s/ Marc Urbach
Marc Urbach
President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1 4 ex32_1.htm EXHIBIT 32.1 ex32_1.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Shane McMahon, the President of YOU ON DEMAND HOLDINGS, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 4th day of May, 2011.

	/s/ Shane McMahon
	Shane McMahon
	Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to YOU On Demand Holdings, Inc. and will be retained by YOU On Demand Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2 5 ex32_2.htm EXHIBIT 32.2 ex32_2.htm

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Marc Urbach, the Vice Chairman of YOU ON DEMAND HOLDINGS, INC. (the “Company”), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 4th day of May, 2011.

	/s/ Marc Urbach
	Marc Urbach
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

GRAPHIC 6 logo.jpg begin 644 logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@```#$!`@`0````3@`````` M``!@`````0```&`````!````4&%I;G0N3D54('8U+C`P`/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`?_;`$,!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`?_``!$(`&<` M:P,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/[^***8PQR0H*J-SB2,`?7,>,/&G@ MWX?:#=^*_'WBWPUX'\,::8S?^)/%VOZ7X9T"Q,S>5%]MU?6;NQTZW$KN$C%Q M<*'D*A`7"X_GY_X*F_\`!=[P1^R=J^N_`/\`9FTS1OBG^T'8F_T7Q=XKU(RW MGPY^#NIK$HGTV\&GSQ2^,?'%HQD2;1+2^M-`\/:C;B#Q%J=YJ=K/X4N/XKOV M@OVHOVDOVM_'5QXY_:)^*GB7Q]K!@E-E:ZKK%P^G^&5O1<;8/"?ANPEM?"GA MFUC,]S''+H^A6#%DN+79%P^$R[$4:D9X7&YQC\#4Q=&4,9EV!S'!-UU_HD>*O^"RO_!, M3P=J$NF:K^V#\-M0NH99(9&\'V/C/X@62O%>R:>Y&I^`_"_B336B-U#*J3I= MM!+#%)=12/:HTPR]%_X+6?\`!+W7[YM.L?VMO",%PLL<)DUKP=\5/#=B7D$! M4KJGB+P'I>FO$!<1^9,EVT,16=99$-K') M8X)$USP#XKT3Q9I>VYA2>$/>Z)>WL$BE@#Z2`0.23R3DX MS@DD#@`84':.,X`W$MDG_)B^%_QF^+?P-\9:9XT^#7Q%\4_#3Q7:^:W]N^$/ M$6IZ!JS6T2$"'&GRQ)?VIGFC^T07_G6@1@K6\CRH4_K%_P""8O\`P<.7/BC5 MO#WP/_;]ET71-1OOLFB^&?VD;)M.TC1+_5999$M+7XJZ/;6>EZ5H2WWF6FGP M^-=&@L=+2_\`+77=`TVQ-WXH;U<)F]'$/EJJ&&;BG%SK1:F^9Q<4W&'*[Q21U1%5$:1V9F(551%9V)("HK,2`"1_EC?\`!0?] MI>[_`&Q?VP/CU\;KN6^?1O%/CG4_#_@6*28%]+^&V@WL/ACP-IEG#:O'`KR^ M#_#^GZ_JJK+/%##^+D M3>JY6UI*4#^T_H-^"67^+WBO6S+B+!TOCK^R]X[@\'? MM`>$==\)^(O$.F1^+-&O-2GT_4/#7C+PWJR1:A'XP\&^+["[UC1_%6F.MU') M>267B2[DL6:ZBNK:TN8([!?&;.2&6W2:WG:YAF:69)6;>2)97D,8)"E5A+&% M(F`>%8Q$X#(:_L8_8_\`^"L_[)O_``4M\`>'?V'?^"D_P=\*:;X\\2G2_"O@ MK7M(TK7]1\!^-?$)B;1](U#P[J=L)_'7P5^)3N)6TO5-.U!=&F%O=7FE^,-+ M@N?^$<@\!_:4_P"#8/XO6WQ$U&[_`&3?B]X"UWX6ZU++=P:%\<]5\0>'O&?@ MT"::6ST2+Q)X5\+>)K3Q59Z="UFFGZHVGZ-?R7!U"\O9!>Q)+J7S^(P?M5[; M"PJ5:4[IK:$01&*)[NU MCG%QJ-N)&8&'3623[H_;\_8#^,'_``3N^(?@/X;_`!CUWP/XDUCQIX6M_&OA MR]\$WVM:A8QZ9_PDM[X2O8KZ;5K/3;HW]NI0?O8&CF:;[2K2G?%;^O\`_!'# M]G#P9^U!_P`%$/@3X`\=Z?:ZU\/]!F\4?%'Q;X>N(DO--\0+\--/F\0Z/H^H M6;+)`UA?>,_[%B\0?:$-K?Z9]NT:]1[G4+&2WX\-0E.K2BN:#JSE27M:=2DX M32UYZ<(9/PWC.+88S M**D,14S'`9:J_/A\)#$4J*AB<1B\)B,OM5E1EAY2I5:MG.>'CT?[*G_!$O\` M;^_:I$Z3\2O"/PXTCX?^`O$4#W6A^*_C5XPO?!J>(=.EMX[RQUC1O"D.DZW MXG?3M35XQ::A)X7TS3I-Y?3I[G32ER_D?[8G_!*7]MS]AS29_&?QQ^%ZZY\, M[F^ALKKX@_#S5H/B'\/[">;4+32](AU.]CM=#U+P6FHZA?VD-C/XP\/:9;:I M.UM:P7C:J_V=OV,_X+9_\%B?VF/!G[47C3]EO]F+XD:Y\$/`'P$FT'2?&WB; MP-;65MXT\:^,]0T.SU;4(5U:ZLYM0T+PEX3@U6WTV.QTJ&&/6+RRU.^GN+ZV MATZ*U^HO^"&?_!1_XJ?MR:C\:_V'_P!L[5K3XZQ?\*IU#Q#X>\3>)M#TU=6U M_P`"37FE>$O%O@7QY_8MI::;KX-OXCTV]TSQ#J=G'XDN@=<_M>_ND&CS5Z?L M<)SRHPGBUB8N5%U*D%&C4KT\0X0HR:5:K2@Y5,,E.GR.G'V+;C453G_AVKXU M_2RR?@#*OI`<0\/^&6(\*ZU'!\2XOPWR:6/H<8X7@S.H.GALV69U55P^(S*G M@5B,?B8XR%?#SPT,=/&9="FY83#^"Q>6]EY8U(V^AV^C)JJO%"NLW%S?F2QMFG>VC_P!-OX!?%_0?V@/@ MA$?C?X8"IH?Q6^'GA+QY8VPE69].'B71;/5+C2+EUP/MNC7=Q/I5_&0KQ7M MG/$ZJZ,H]+*<2ZL*M%M26']E&$H1@J2BZ:CR0<(PO:5-S?/",TZG+:T;1_C3 MZ=OA!D/#6>\'>,W!&&AA>#_&3`ULVJ8*A0="AEV>0H83&.M&B_\`=X9]@,9' M&0I*595<;@LUQ<:[AB(4J7KE%%%>N?P$%%%%`'SE^V)XEF\&?LC_`+4WC"VF M6VN/"G[.7QO\2P7#PFX2";0OAGXGU2*9[=0S3K$]JKM"H)E"E`"6Q7^4AJ@) MSCF3XAX*J5Y22J*>$^JYQ#`T:^'C0KU*M"IB)8ZG?D MFJ7M9UZ,\)BJ-&N_[<-,\<_\$KO^"#_P\M(?#>DGXY?MGZ]X6TF?6/LKZ)XA M^,-UJ&N:&MPJ^)?$#YT/X'^`KM9/M,FBV*QZ[;_/%^T;_ M`,%H/^"B?[0GQ)U'QK9_M$^,/@+X=@D73O#_`,.?@5X@U+P-X5T2P::*2"*] MDMKR;6O%.LW\-RIN=7\3:C-=07I$>F6<6E/:6D?Y>">:XEN)+J[O+^\\V-;N M_P!1O&O[^\F6VMPLUW=2RRW$DH@\F)1<%&2**..&-+5;?-&^V$@S%;>"&&65 M;V5Q%##8%=BJYEC,5U#/&H;RI8VK4Y*$(TZ%*')*FL/ M3]E-U(QARU7RRO*K.2T<%%J+BG"4E-S_`*^\.OHE\"<(5/I4TDZ-?!Y/E^(C7PN3Y;AH1DHSE.MB?8TE0684J"H*C[!\6OC MK\:?C_XATSQ/\=?B]X_^,GBG0-%.@Z/KGQ&\27/B?6M)T"XOIM0.DVE_>[KR M/2WU$W-Y#:22/;0W,=)OO#?B[[!9W]W907%[;6M_<:]I3RZCIA&J:%IJ- M+/:12V$G'_&W]C+]J']F#PYX7\<_M"?!3QC\)O#GCVZ%AX4U;Q1JFFW-CK-\ MVD2:_=6=O:V6M7\MA/9V5M:NY.-U:/-)5.;VUN1MN>+7M+?I6:R\(.)?"K..RC.HZYX4\:Z3HVEZ-H. MMZ%J6@74B/H8L[ZS\/\`B'^T[R;M?V1/V/OV=?\`@@E\&?BO^U-^U1\9/#_B MSXT^,/"?]@/_`,(Q:RV%G>:9H]RVJ0?#WX4>'-3N8O$7BW6]>U5=(DUSQ%JE MOIUO;VUGI#36GAS3++4[N\_C6\.?$+]I;]DWQUXV\.^"?B7\6/@1\1/"_B#6 M/"?C;3?`/CC6?"6K1>)_"=]J/A[6--UY-"U*ST74[ZSN;66PE2YMKBVM;NV5 M[>YD%K87%MY_XZ^(?Q%^*WB,>*OBGX]\>_$KQ':VJ6-IXD^(OC?Q+XYUI;8Q MH)(H+[Q-JFK7<$.V.)&83I+/(LQDC";9;C6>-PZE.M3PT:>(C=PJ*JYQA4ER M1G*-"<8TURI+V+7M8JI[2M.@U!^T_E"E]$CQBS[AO*O"O-?I!?VQ]'^,LF>$ MP&&XME/#T\_PGUC"0PF&PF&PZIXZ-:5/$T:E'#N"PLJ&!I6O MC7\5]9^/'QJ^*OQL\9VRV7B?XN?$SQ/\0]?TRP<'1=)UCQEJY\1Q:=;S*P:2 M#2)$MM*LY;AA=7+E)9H/+U.`M_H4_P#!!OQ=/XM_X)>_L\K=3Q3W/A:[^*'A M&01R2R/#!I'Q3\82Z;!/YLDKI*FDWM@1&'$2P-#Y$<,!CAC_`,YFY2V*QOLKW=L8%5D&\*]U';%ESY;%$,H***+7Q_P"/)85LHK%I+;Q;\2O%NIZ-2>%=0TC5;*VN8XY[:\A$]A>6=W?LB_MP_'?X71Z;=V'@[5?%4_Q M&^%\D[(]E>?#CQYNUG0ET=Q<7,KZ?H5TVJ>$97NI!=/JWAS4VE#Y663_`$XZ M_&3_`(+-?\$T4_;X^!]CXC^'%OIMG^TC\'TO-3^'ES>'9(KB?7OA; MJ>IR1%X$U.0KK7A6YN)/LVG>)[&.UDET[2_$&O7P\[,\(\7AI*$K5*2-QJ56>%A1J?YW5%:WB#P]K_`(1\ M1>(?"?BO2-1\/^)O"^M7^@:_X?UBPN=,UC0M8TN8VFH:7JMC>!+BWO;:ZCEW MI)%#F-HF170K-+Q^N1C[(]P/LYFA@NPD=RJ/'.A@:=XECE26-I(I+6&^0>4[ M,UEY1:**2:1?C*(I[:[-WIK4[)-PJ(7"7"/T,/$7P%SC-'A_%M\;<3<-QX%GAL1'B*MFV M,XGP4,'2PV6J$J^(HUZ?-4^LQ2HQG3J8=2G6]E&K_)A^W1_R>U^V+_V=/^T' M_P"K:\75\L5Z3\;/B;!\:OCK\=OC':Z9=:/:_%GXS_$KXEVVFWL\=S=V4/CK MQ7J7BB.RNKB*UM$DNK`:I_9]VJQ>7!=6DUM!Y5M##;P^3W+*9EA2XV3R1MNM MS++&)XQ#=+'$)4W&RD>5FG6X@3[5*EG+L65+9_)\"<>>M4MS)-RJ*Z5U&7O^ M\HRDHOE>MY6B])N*NU_LKP7"OEG`W"&$QE*-/%X'A[(LLQ-'VME'%X3`8;`U M84YSA!UDJ]*7*H0YZM-.5"%:;ITZGK?P,^#GC']H3XX_"WX'_#ZU%_XQ^*GC M#0O`^CHUNTUOH[:[?!;KQ'JTMLKWEIX=T6PMKW6/$$\<%TR:=I,D]M`9;9XY M_P#51^$GPT\._!GX6?#CX1^$8VC\,?#'P/X6\!Z`)(X8YGTKPIHMEHEE-<); MI%`+JX@LDGNC%&B-<22LJJ&Q7\XW_!`'_@EGJGP%T"R_;8^.^@WUG\6/B!X2 MNM/^#_@OQ#8"TUKX;^!?$#R-JOBW6+2_M(KW3/&?Q"TY+*'3;%&LF\/^"+J[ ML;V*"Z\17VEZ;^_/Q9_:H_9Y^`WQ!^"WPJ^+_P`6O"G@'Q_^T1XCUGPO\'/# MOB2]DM;KQKKFBVUO>ZC8V5SY+6-BD4FHZ3I5G/J]U86U_KFLZ%X=T^:ZUK5] M/L;CZW*<)]7H. M/^6^*_B)EW!7">8T\QX1\/)8^%?'X/$4\1EV;\5YBL-2S6O@\11G4IXW!93A M\%A\LP>,C4E1J5WFE3!J.$KTZE;A/VM_V\?V4?V&=*\":M^U-\8=*^$-A\3M M9U;P[X'O]5\-^,O$EOJ>KZ-IT6HZD)H/!N@ZY<6=G807-D;J[O\`[#:![RWB M^UH9"\?\>7PR_;]\?'_@H;XA^._PC^*/P3_:E_;8T/PU)X-FT[X>WBZ;$O^ M"CG[*[WR:WI'@CX1VVNPW^M?LV_M??#32K"&+3OAMIZ1Z-\49]"CCM;+Q5XG MFN#\6_4/%?[4W[>O[3'BKX__`/!-[]JW]G/P3_P4VO/#'Q1^-NF?%7X9_#CP M7=?L]?M!?L[^%OA[K&GW_P`+_C_\-_BU-:7/P:BT_P`7Z#XGL-4^#%O=JGCW M6=3M)O!6M/JFCZO,=9_HW_X)W?LA:]X!^!7PI\0_M:>`_A'\0?VC/!]Q=WW@ M'XJ^(?@M\.]&_:!$>`+NTM/^$+T7XJ>+-%E\36T_P`;M#TJ2?2O'_B/P3XE MGTB_O$2W35_$=W;W_BC7?5/\^BW_`,$J_P!GWXP?!+X*?&+QW\?/"OA/X;_% MK]KS]IWXG?M?>+?@_P""T1]$^#$GQ3T/P-H.D?#.74(4AM]9\1:)H'@72K[Q MCJ]M!#!=^+]5UT1&Y6/[;<_IS110`4T@;E.W)Y7=A[^)GAF]@^$'[2=M8O!!\1;.P6Y\/>.((;4Q M:?HGQ$T6VV2W"6TL%HD'BK2T3Q#:6BK;W@\06EK86%E_$[^U5_P3(_;3_8XU M>Z?XR_!SQ%'X;BUFWMK3XC^!K?\`X33X6Z[+-$T,-W9>*+#3;R]T@SV<,EA% M:>)K+PCJ]Q+$@?2;#^T[5[C_`%!::ZJZLCJKHZE71P&5E8$,K*00RL"00000 M2",5P8K+J.)]Y6HU>24.>$(.,TVI+VT++VBB[[2A-IV<_!?TWO%GP M7P&"X:Q/U;C[@K`3I/`Y!Q#B\70QV3TZ;A'V60<08?VF+P%*-&/L^O7GGFFDEF>ZN'D9FEYC"RQ3KY4L^@2O$4F@AF0QE2LL4 M;2RC%T9.E2Q:HX:4_:5/9N<74GR0@YSP\(PI5)24$[U*LNJESN4Y2_K"7[1; MP8QF93XKS'Z/-2?&KISIT\X^L\/8O,(1O4]E"/$6(R^&9T8TZ=:KATZ&%A.% M-N6'EAXRC1H_YK_[-_[#W[4/[6FO:=X=_9Y^#7C7XE6\E]+:3:_I]C+X<\#> M'GM/M'VVXUKX@W!TGP1H5S!]HO(9K;4M5TZ74'-K8VZ2ZC&L=]_8]_P33_X- M_/AK^RUKND?&?]J;5/"OQV^,6C/8ZQX2\(6VBG5/A9\.?$%J4GMM<5]=M8M3 M^('B[1I(+8:'KFI:1H=GHLD8N;73-2UB*QURR_HST[3=.T>PM-+TFPLM+TS3 M[>.UL-.TZU@L;"RM85"0VUI9VT<5O;6\2`+'##&D:*`JJ`,5\#?\%&?V_O"7 M_!/_`.$/A;Q=?>$KSXB?%#XO>/\`0_@[\"/AV-3M_"6@>+_BAXHE6'2;7QE\ M2=9A/A3X<^$K!&?4=<\1^(+J)8K"WG^Q6URT=Q):^AA\MIT:BJ3JSKR@Y?B?XIY9C.&>%\NP?ACPIF%"6&S' M"Y+CJ^9\19EAY.*EA<7Q/B*&#Q-'!2ITX4Y8?+<)@)SISQ.&KXBO@\1/#+KO MVM/VX/AI^RQK7PC^&,NG^)/B1\?_`-H+Q9;>$_@]\%/AYIEKXF\=ZS;F[B7Q M3\1M5T:[UOP_;:5\,OAOI;W/B'QCXBU;7-$T^.QL)=.L]0CNG9[7^43X@?#/ M]LK_`(*2_MN?!/\`8T_X*/?$S]E'6=(^&/COQ1\3O@YXM\&67B#X::S^TK^S MW\1]'NM`\1>.?V4?BAX4/B/X?^,=0\$V^G:/XM@\!:RFF^,M,UOPE9C6-2\0 M6^D>*HX.@_;I^"/[??QQ_;`L_#/Q1^%7P]^!_P"W-\6_V9/&TG@S6?V4/C7\ M0+7X1_MN_LV_#J_T'6/C3^Q[X\U3Q6UMXK^''Q*M=$>WO/#OCS0UTSPWJR74 MGA;74:SUO2/%.C?O5_P3;_8K^)_A;PMX;^,O[7WA?P#X=\6Z;_8%[^R]^R+X M8\/^&]6^%7_!/7P'I/AW6/#>D>$?A?KESI4VN7/Q?\1^&M=G@^-?Q%M]51O% M6K)%:J)TT_[==>E_P.S_`*_JY_#!WG_!/7_@G[\0OV4_%OQ2^+_QY^.$OQX^ M/'Q`\->#?@[?_$/3[&ZT!/'/P=^"UWK-E\%O%/Q8TZY,K>*/CW;^$]63PYXM M\:BX-K)HVEZ1IEO_`&EJ,>O>*O$WZFT44@"BBB@`HHHH`****`"BBOEW]MK] MH'4?V4_V1?VC?VC]'\-CQ=K'P8^$/C7Q]H_AR1Y([34]7T+1[BXTR/5)HZUVY@!GMM&@OIX098T!-P,3]K+]N_]D_]B&R\"77[4/QHT#X.Q_%' M5=6T'P'=Z[HGBO78-4U31K*"\U&2XA\*:/JTUCIVG1WEB;R_U.33+`-=P0F_ MB>0LGXD_LE?\%(?V;_\`@H9JGQ9_X):?M_>.OV=_VB/%'C9M4?X5_%SX87$. MF?!_]IWP%J]W=:WX8M]!TP7,>M?![]H#P%;"!(_"%Q=VOB2"]T6'5O#FJZAJ MEI_:6K?+'[4WPO\`VE_&/P0_8:\ ME?"[X?>"+CX7>(?CS8SWW@OXN?L7_$'PK!)XJTCQ9\!7N9)'O+XK:>)-(ANX M?'$5[IFJZI9#^@#]C#]AQO@YX&\'2_M/Z#^S;\=_VBOA7XF\1V?P_P#VE_#? MP($^$_B;J'@&WD?3O`^L>+==?2&U.+XHS>'W>/QCJ^@W=O:7MS)&);O7-2B MO_$FL@'CW[!'_!++4_V3OBIJ_P`8_C5^TI\1_P!K#QQX)\(WWP'_`&6]1^)$ MF1\!OV9$U.+5=/\`!MO"KO#K?Q"U:6.#3_%OCYH[>>^T#2-$\/Z;:V&E6TUO M-^O=%%`!1110`4444`%%%%`!1110`5E:[H6B^*-$UGPUXDTG3M?\.^(M*U#0 MM?T+6+*WU+2-:T75[2;3]4TG5=.NXY;2_P!.U&QN)[.^LKJ*6WNK::6":-XY M&4E%`'YX_`?_`()#_P#!.C]FCXIZ!\:/@Q^S5HWAGXB^$7UV7P5J^J^//BQX M[TOP'<>)6E;6[OP!X0^(7CWQ5X-\"7M$I8FO?"/A_1;N&W