Panamera Holdings Corp - Quarter Report: 2019 October (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| [x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2019 | |
or | |
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _____________ | |
Commission File Number 000-55569
| PANAMERA HEALTHCARE CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada | 46-5707326 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
4180 Orchard Hill Drive, Edmond, OK | 73025 | |
(Address of principal executive offices) | (Zip Code) |
(405) 413-5735
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
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. [x] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). [x] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [x] | Smaller reporting company | [x] |
Emerging growth company | [x] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [x] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
17,990,000 shares of common stock issued and outstanding as of December 13, 2019 |
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Balance Sheets
(Unaudited)
| October 31, | July 31, | |||||||
2019 | 2019 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 387 | $ | 671 | ||||
Total Current Assets | 387 | 671 | ||||||
TOTAL ASSETS | $ | 387 | $ | 671 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 3,250 | $ | 4,303 | ||||
Accrued interest - related party | 7,335 | 6,238 | ||||||
Due to related party | 92,401 | 80,101 | ||||||
Total Current Liabilities | 102,986 | 90,642 | ||||||
TOTAL LIABILITIES | 102,986 | 90,642 | ||||||
Stockholders’ Deficit | ||||||||
| Preferred stock: 50,000,000 authorized; $0.0001 par value | ||||||||
| no shares issued and outstanding | — | — | ||||||
Common stock: 150,000,000 authorized; $0.0001 par value | ||||||||
17,990,000 shares issued and outstanding | 1,799 | 1,799 | ||||||
Additional paid in capital | 145,750 | 145,750 | ||||||
Accumulated deficit | (250,148 | ) | (237,520 | ) | ||||
Total Stockholders’ Deficit | (102,599 | ) | (89,971 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 387 | $ | 671 | ||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
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PANAMERA HEALTHCARE CORPORATION
Statements of Operations
(Unaudited)
For the | |||||||||
Three Months Ended | |||||||||
| October 31, | |||||||||
2019 | 2018 | ||||||||
Operating Expenses | |||||||||
Professional fees | $ | 11,250 | $ | 11,103 | |||||
General and administration expenses | 281 | 208 | |||||||
Total operating expenses | 11,531 | 11,311 | |||||||
Net loss from operations | (11,531 | ) | (11,311 | ) | |||||
Other expense | |||||||||
Interest expense | (1,097 | ) | (744 | ) | |||||
Total other expense | (1,097 | ) | (744 | ) | |||||
Net loss before taxes | (12,628 | ) | (12,055 | ) | |||||
Income tax benefit | — | — | |||||||
Net loss | $ | (12,628 | ) | $ | (12,055 | ) | |||
Basic and diluted loss per common share | $ | (0.00) | $ | (0.00) | |||||
Weighted average number of common shares outstanding, basic and diluted | 17,990,000 | 17,990,000 | |||||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
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PANAMERA HEALTHCARE CORPORATION
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the Three Months Ended October 31, 2019
Additional | ||||||||||||||||||||
Common Stock | Paid in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance, July 31, 2019 | 17,990,000 | $ | 1,799 | $ | 145,750 | $ | (237,520 | ) | $ | (89,971 | ) | |||||||||
Net loss | — | — | — | (12,628 | ) | (12,628 | ) | |||||||||||||
Balance, October 31, 2019 | 17,990,000 | 1,799 | 145,750 | (250,148 | ) | (102,599 | ) | |||||||||||||
For the Three Months Ended October 31, 2018
Additional | ||||||||||||||||||||
Common Stock | Paid in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance, July 31, 2018 | 17,990,000 | $ | 1,799 | $ | 145,750 | $ | (207,203 | ) | $ | (59,654 | ) | |||||||||
Net loss | — | — | — | (12,055 | ) | (12,055 | ) | |||||||||||||
Balance, October 31, 2018 | 17,990,000 | 1,799 | 145,750 | (219,258 | ) | (71,709 | ) | |||||||||||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
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PANAMERA HEALTHCARE CORPORATION
Statements of Cash Flows
(Unaudited)
For the | ||||||||
| Three Months Ended | ||||||||
October 31, | ||||||||
2019 | 2018 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (12,628 | ) | $ | (12,055 | ) | ||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued liabilities | (1,053 | ) | (4,896 | ) | ||||
Accrued interest - related party | 1,097 | 744 | ||||||
Net Cash Used In Operating Activities | (12,584 | ) | (16,207 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from related party loans | 12,300 | 13,500 | ||||||
Net Cash Provided by Financing Activities | 12,300 | 13,500 | ||||||
Net change in cash and cash equivalents | (284 | ) | (2,707 | ) | ||||
Cash and cash equivalents, beginning of period | 671 | 4,180 | ||||||
Cash and cash equivalents, end of period | $ | 387 | $ | 1,473 | ||||
Supplemental cash flow information | ||||||||
Cash paid for interest | $ | — | $ | — | ||||
Cash paid for taxes | $ | — | $ | — | ||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
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PANAMERA HEALTHCARE CORPORATION
Notes to the Unaudited Interim Financial Statements
October 31, 2019
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Panamera Healthcare Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Oklahoma City, OK, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is July 31.
The Company intends to offer management and consulting services to healthcare organizations that are increasingly facing various stresses including financial, organizational, and information technology challenges. To date, the Company’s activities have been limited to its formation and the raising of equity capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2019, as filed with the SEC on October 29, 2019.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of October 31, 2019, the Company has a loss from operations, an accumulated deficit and has not earned any revenues. The Company intends to fund operations through equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2020.
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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NOTE 4 - RELATED PARTY TRANSACTIONS
Note Payable
On July 15, 2014, a corporation controlled by an officer and director committed $75,000 Promissory Note in the form of an unsecured line of credit. Any unpaid balance was due December 31, 2015. On April 15, 2019, the line of credit increased to $100,000 and was extended to December 31, 2019, at an annual interest rate of 5% and may be prepaid without penalty. The Company concluded the note modification was not a significant change and is not treating it as an extinguishment. During the three months ended October 31, 2019, the Company borrowed $12,300 and repayments under the line of credit to the Company were made in the amount of $0. As of October 31, 2019, the Company was obligated, for this interest-bearing loan with a balance of $92,401 and accrued interest of $7,335. The Company plans to pay the loan and interest back as cash flows become available. The remaining balance available under the line of credit is $7,599 as of October 31, 2019. For the three months ended October 31, 2019 and 2018, the Company paid $0 and $0, respectively, in interest on this note payable.
Other
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also the CEO and President, of the Company to use at no charge.
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FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Panamera Healthcare Corporation, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on May 20, 2014. We intend to offer management and consulting services to healthcare organizations. We intend to focus on ambulatory surgical centers (ASCs) that currently have an incentive to be acquired by hospitals in order to increase compensation levels. We believe the short term strategy of converting to hospital based compensation is not sustainable because fundamental changes in the way healthcare is being provided are being undertaken by both government and private insurance carriers. The demographics of an aging population also mandate such changes to avoid economic disruption, healthcare rationing or unsustainable taxation.
We intend to offer management and consulting services to healthcare organizations. We intend to focus on ambulatory surgical centers (ASCs) that currently have an incentive to be acquired by hospitals in order to increase compensation levels. We believe the short term strategy of converting to hospital based compensation is not sustainable because fundamental changes in the way healthcare is being provided are being undertaken by both government and private insurance carriers.
Our address is 4180 Orchard Hill Drive, Edmond, OK 73025. Our telephone number is (405) 413-5735. Our corporate website is www.panamerahealth.com.
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the three months ended October 31, 2019, which are included herein.
Our operating results for the three months ended October 31, 2019 and 2018 and the changes between those periods for the respective items are summarized as follows
Three Months Ended | ||||||||||||
| October 31, | ||||||||||||
2019 | 2018 | Changes ($) | ||||||||||
Operating expenses | $ | 11,531 | $ | 11,311 | $ | 220 | ||||||
| Interest expense | $ | 1,097 | $ | 744 | $ | 353 | ||||||
Net loss | $ | 12,628 | $ | 12,055 | $ | 573 | ||||||
During the three months ended October 31, 2019 and 2018, no revenues were recorded.
We had a net loss of $12,628 for the three months ended October 31, 2019, and $12,055 for the three months ended October 31, 2018. The increase in net loss of $573, was due to an increase in operating expenses of $220 and an increase in interest expenses of $353.
Operating expenses for the three months ended October 31, 2019 and 2018 were $11,531 and $11,311, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general and administrative expenses.
Interest expenses for the three months ended October 31, 2019 and 2018, represent interest expense to a related party on funds advanced to the Company.
Balance Sheet Data:
October 31, 2019 | July 31, 2019 | |||||||
Cash | $ | 387 | $ | 671 | ||||
| Current Assets | $ | 387 | $ | 671 | ||||
| Current Liabilities | $ | 102,986 | $ | 90,642 | ||||
| Working Capital (Deficiency) | $ | (102,599 | ) | $ | (89,971 | ) | ||
As at October 31, 2019, our current assets were $387, and our current liabilities were $102,986 which resulted in working capital deficiency of $102,599. As of October 31, 2019, current assets were comprised of $387 in cash, compared to $671 in cash as of July 31, 2019. As of October 31, 2019, current liabilities were comprised of $102,986 in accounts payable and accrued liabilities of $3,250 and $99,736 in due to related parties and accrued interest, compared to $4,303 in accounts payable and accrued liabilities and $86,339 due to related party and accrued interest as of July 31, 2019.
As of October 31, 2019, our working capital deficiency increased by $12,628 from $89,971 on July 31, 2019, to $102,599 on October 31, 2019, primarily due to an increase in current liabilities of $12,344 and a decrease in current assets of $284.
Cash Flow Data:
Three Months Ended | ||||||||||||
October 31, | ||||||||||||
2019 | 2018 | Changes ($) | ||||||||||
| Cash Flows used in Operating Activities | $ | (12,584 | ) | $ | (16,207 | ) | $ | 3,623 | ||||
| Cash Flows provided by Financing Activities | $ | 12,300 | $ | 13,500 | $ | (1,200 | ) | |||||
| Net Change in Cash During Period | $ | (284 | ) | $ | (2,707 | ) | $ | 2,423 | ||||
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three months ended October 31, 2019, net cash flows used in operating activities was $12,584, consisting of a net loss of $12,628, increased by a decrease in accounts payable and accrued liabilities of $1,053, and reduced by an increase in accrued interest due to related parties of $1,097. For the three months ended October 31, 2018, net cash flows used in operating activities was $16,207, consisting of a net loss of $12,055, increased by a decrease in accounts payable and accrued liabilities of $4,896 and reduced by an increase in accrued interest due to related parties of $744.
Cash Flows used in Investing Activities
During the three months ended October 31, 2019 and 2018, we had no cash used in investing activities.
Cash Flows from Financing Activities
We have financed our operations from the issuance of equity and loans from related parties. For the three months ended October 31, 2019, and 2018, we received $12,300 and $13,500 from advances from related party loans, respectively.
Going Concern
As of October 31, 2019, our company had a net loss of $12,628 and has earned no revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2020. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
(1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls.
A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended October 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
None.
None.
Not Applicable.
None.
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The following exhibits are included as part of this report:
___________
* | Filed herewith. |
** | Furnished herewith and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PANAMERA HEALTHCARE CORPORATION | |||
(Registrant) | |||
Dated: December 16, 2019 | /s/ Curtis Summers | ||
Curtis Summers | |||
President, Chief Executive Officer and Director | |||
(Principal Executive Officer) | |||
Dated: December 16, 2019 | /s/ Douglas G. Baker | ||
Douglas G. Baker | |||
Secretary, Chief Financial Officer, Treasurer and Director | |||
(Principal Financial Officer and Principal Accounting Officer) |
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