This report contains certain forward-looking statements and information relating to us that are based on the beliefs and assumptions made by our management as well as information currently available to the management. When used in this document, the words "anticipate," "believe," "estimate," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, or expected. -------------------------------------------------------------------------------- You should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under "Item 1A. Risk Factors" and other sections in this Annual Report. General The following discussion highlightsKid Castle results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our audited Financial Report, which we have prepared in accordance withUnited States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.Kid Castle Educational Corporation , aDelaware corporation, ("Kid Castle," "the Company," "We," "KDCE," "Us" or "Our') intends to operate and manage biopharmaceutical, agricultural and "pure-play" CBD assets that are (or could be) vertically integrated and "2018 Farm Bill" compliant inthe United States of America . Kid Castle engages in rollup and consolidation of CBD andBiopharma assets and operations. The Company seeks make and sell pharmaceuticals and non-pharmaceutical CBD products acrossthe United States of America . The CBD market inthe United States is young and very fragmented, lack established process control and protocols and is yet to establish formulations standardization. Above problem added to the Company's limited resources, could frustrate the Company goals and business plan as contemplated. It would be difficult for the Company to raise the necessary capital to achieve its goals. As at the date of this filing, the Company does not currently, nor does it intend, in the future to, maintain an ownership interest in any cannabis growing, marijuana dispensaries or production facilities. The Company only targets businesses that are focused on Hemp-based CBD products, which are "Farm Bill" compliant. The Company does not grow, process, own, handle, transport, or sell cannabis or marijuana as the Company is organized and directed to operate strictly in accordance with all applicable state and federal laws. A "Farm Bill" compliant business is one that strictly cultivates and utilizes "hemp" as specified by the Bill. The 2018 Farm Bill legalized production of hemp for all … allowing for full-scale commercial production of hemp as provided in the Bill. https://www.ams.usda.gov/sites/default/files/HempExecSumandLegalOpinion.pdf. Basis of Presentation The audited financial statements for our fiscal years endedDecember 31, 2019 and 2018 include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature. Overview Corporate History OnOctober 21, 2019 , the company sold one (1) million shares of its preferred shares (one preferred share is convertible 1,000 share of common stocks) of the company for$55,000 toCannabinoid Biosciences, Inc. , aCalifornia corporation. The issuance of the preferred shares toCannabinoid Biosciences, Inc gave toCannabinoid Biosciences, Inc , the controlling vote to control and dominate the affairs of the company. Following the share sales toCannabinoid Biosciences, Inc. , the purchaser converted 70,000 of the preferred shares for 70,000,000 shares of the Company's current outstanding shares of common stock. Following the change of control, all the former officers of company resigned their appointments andMr. Frank I Igwealor was appointed as the Company's Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors effectiveOctober 23, 2019 . Furthermore,Mr. Igwealor , Dr. Solomon SK Mbagwu, MD, and Ms.Patience C Ogbozor were also nominated as new director of the Company. --------------------------------------------------------------------------------
Furthermore, on
The current structure of the Company resulted from a purchase of voting control of the Company byCannabinoid Biosciences, Inc. (CBDZ), which CBDZ spun out to its shareholders prior to becoming an operating subsidiary of Kid Castle.
After the closing of the transaction,
We used the acquisition of method of accounting for acquisition of subsidiaries by the Group method to account for the purchase ofCannabinoid Biosciences, Inc. The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.Cannabinoid Biosciences, Inc. ("CBDZ"), aCalifornia corporation was incorporated onMay 6, 2014 , to operate as a biotechnology and specialty pharmaceutical holding company that engages in the discovery, development, and commercialization of cures and novel therapeutics from proprietary cannabinoid, cannabidiol, endocannabinoids, phytocannabinoids, and synthetic cannabinoids product platform suitable for specific treatments in a broad range of disease areas. CBDZ engages in biopharmaceutical research and development operation with aim of identifying viable drug candidates to go into clinical trials and if successful, be submitted to the FDA for approval. Because the Company is young and has limited or no resources, and the legal CBD industry is still in its infancy (following the 2018 Farm Bill), the Company lack of resources is likely to affect its ability to bring an industry-wide reform as contemplated above. It would be difficult for the Company to raise the necessary capital to achieve its goals. Strategy The acquisition of control by the shareholders ofCannabinoid Biosciences, Inc. and subsequent rollup of CBDZ into the Company transformed our business model by incorporating the business plan of CBDZ whose stated intention was to merge into Kid Castle in a transaction that would make CBDZ a subsidiary of Kid Castle. This acquisition brought the Company into the following areas of the legal CBD business: (1) Ownership interest in certain businesses that extract, purchase and distribute Bulk Pure CBD, Isolate, Hemp Oil, THC-free CBD Distillate and Crude CBD Oil; (2) Partnerships with local farmers to grow farm bill compliant hemp biomass; (3) Partnerships with extract facilities across theU.S. who manufacture hemp-based ingredients to meet specific medical. The Company ("CBDZ and KDCE" or "KDCE" or "CBDZ") seeks to make and sell CBD products acrossthe United States of America . The Company would seeks to control the manufacturing/production and distribution of verities of consumer cannabidiol (CBD) formulation under private brands inthe United States by controlling process through steps that include (a) ethanol extraction system, (b) winterization to remove fats; (c) multiple rounds of rotary evaporation are used to remove plant material and other unnecessary components; (d) extract decarboxylation to transform into a crystalline structure; and (e) get the extract tested by third-party laboratories, package it, and get it ready for shipment.
Plan of Operations for the Next Twelve Months
Kid Castle will need approximately$1,500,000 to sustain operations for the next 12 months. Our plan is to achieve meaningful revenue from acquisitions of profitable CBD businesses to meet our operating needs. However, we may not be able to increase our revenue sufficiently to meet these needs in time. It is also unlikely that we will be able to generate$1,500,000 in net income to satisfy all of our obligations and cover our operating cost for the next 12 months. Our ability to continue operations will be dependent upon the successfully long-term or permanent capital in form of equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our new business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements. --------------------------------------------------------------------------------
We intend to implement the following tasks within the next twelve months:
1. Month 1-3: Phase 1 (1-3 months in duration;$600,000 to$1 million in estimated fund receipt)
a. Hire the 2 biologist/scientists, Henry and Leke, hire 1 bookkeepers,
business development manager and officer manager to implement our business plan. b. Acquire and consolidate stakes in the operations of at least two select biopharma businesses. 2. Month 3-6 Phase 2 (1-3 months in duration; cost control, process improvements, admin & management.).
a. Integrate acquired business into the Company's model - consolidate the
operations of the businesses including integration of their accounting
and finance systems, synchronization of their operating systems, and
harmonization of their human resources functions.
b. Complete and file quarterly reports and other required filings for the
quarter
3. Month 6-9: Phase 3 (1-3 months in duration;
estimated fund receipt)
a. Identify and acquire complementary/similar businesses or assets in the
target market
4. Month 9-12: Phase 4 (1-3 months duration; use acquired businesses' free
cash flow for more acquisitions)
a. Run the businesses efficiently, giving employees a conducive and
friendly workplace and add value to investors and shareholders by
identifying and reducing excesses and also identifying and executing
growth strategies
b. Acquire more businesses that are below their book-value or undervalued
businesses, restructure the businesses, and sell the businesses for
profit or hold them for cash flow.
5. Operating expenses during the twelve months would be as follows:
a. For the six months throughFebruary 28, 2021 , we anticipate to incur general and other operating expenses of$388,000 . b. For the six months throughAugust 31, 2021 we anticipate to incur additional general and other operating expenses of$378,000 . The execution of our current plan of operations requires us to raise significant additional capital immediately. If we are successful in raising capital through the sale of shares or borrowing, we believe that the Company will have sufficient cash resources to fund its plan of operations for the next twelve months.
If we are unable to do so, our ability to continue as a going concern will be in jeopardy, likely causing us to curtail and possibly cease operations.
We continually evaluate our plan of operations discussed above to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations. The inability to secure additional capital would have a material adverse effect on us, including the possibility that we would have to sell or forego a portion or all of our assets or cease operations. If we discontinue our operations, we will not have sufficient funds to pay any amounts to our stockholders. Even if we raise additional capital in the near future, if our current business plan is not successfully executed, our ability to fund our biopharmaceutical research and development, or our financial product deployment and services efforts would likely be seriously impaired. The ability of a biopharmaceutical research and development business and continuing operations is conditioned upon moving the development of products and services toward commercialization. If in the future we are not able to demonstrate adequate progress in the development and commercialization of our product, we will not be able to raise the capital we need to continue our business operations and business activities, and we will likely not have sufficient liquidity or cash resources to continue operating. Because our working capital requirements depend upon numerous factors there can be no assurance that our current cash resources will be sufficient to fund our operations. At present, we have no committed external sources of capital, and do not expect any significant product revenues for the foreseeable future. Thus, we will require immediate additional financing to fund future operations. There can be no assurance, however, that we will be able to obtain funds on acceptable terms, if at all. --------------------------------------------------------------------------------
MERGERS AND ACQUISITION Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions have been eliminated upon consolidation. OnOctober 21, 2019 , the Company sold a controlling stake in the Company toCannabinoid Biosciences, Inc. (CBDZ), which CBDZ spun out to its shareholders prior to becoming an operating subsidiary of Kid Castle. After the closing of the transaction,Cannabinoid Biosciences, Inc.'s board voted to spin the shares out to its shareholders.Cannabinoid Biosciences, Inc. itself was then sold to the Company to become its operating subsidiary. The Company bought 96% of outstanding shares of voting common stocks ofCannabinoid Biosciences, Inc. for$1.00 . The primary reason for the acquisition was to help the Company to gain entrance into the CBD industry. We used the acquisition method of accounting (also known as business combination accounting) for acquisition of subsidiaries by the Group method to account for the purchase ofCannabinoid Biosciences, Inc. The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Effect of Acquisition of CBDX and Consolidation of Financial Statements - The initial consolidation ofCannabinoid Biosciences, Inc. shareholders' equity into the Company's consolidated financial statements resulted in an increase in the Company's accumulated deficits by$162,390 , common stock in the amount of$1,973 and additional paid-in capital increased by$196,686 . For the year endedDecember 31, 2019 , the consolidation of the two companies' financial statements resulted in changes to the Company's Cash and Cash Equivalents, Other Current Assets, Fixed Assets, Other Assets, Accounts Payable, Loans - Related Parties, Revenue, Gross Profit, Selling, general and administrative, Marketing and Advertising, Salaries and wages, Professional fees, Net gains (losses) Investments, Net Loss (Income), Net Cash Flows Used in Operating Activities, New Cash Flows Used in Investing Activities, New Cash Flows from Financing Activities, Shareholders' Equity (Deficit) as follows:Kid Castle Educational
Cash and Cash Equivalents $ -$ 10,878 $ 10,878 Other Current Assets - 8,620 8,620 Fixed Assets - 17,550 17,550 Other Assets - 41,579 41,579 Accounts Payable - 800 800 Loans - Related Parties - 41,559 41,559 Revenue - 6,189 6,189 Gross Profit - 6,189 6,189 Selling, general and administrative - 53,690 53,690 Marketing and Advertising - 44,004 44,004 Salaries and wages - 25,759 25,759 Professional fees - 26,680 26,680 Net gains (losses) Investments - 5,738 5,738 Net Loss (Income) - (149,682) (149,682) Net Cash Flows Used in Operating - (159,102) (159,102)
Activities
New Cash Flows Used in Investing - (59,129) (59,129)
Activities
New Cash Flows from Financing Activities - 227,717 227,717 Shareholders' Deficit Preferred stock,$.00001 par value, 1,000,000 shares authorized, 100,000$ 10 $ -$ 10 issued and outstanding Common Stock,$0.00001 par value, 1,000,000,000 shares authorized, 2,324,706 9,223 1,973 11,196 and 922,324,706 issued and outstanding as atDecember 31, 2018 and 2019 respectively Additional Paid-In Capital 7,629,427 196,686 7,645,367 Accumulated Deficit (7,638,660) (162,390) (7,801,050) Total Shareholders' Equity $ -$ 36,269 $ 36,269 Total Liabilities and Shareholders' $ -$ 36,269 $ 36,269
Deficit
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Cumulative Restructuring adjustments - The Cumulative Restructuring adjustments to reflect the initial consolidation ofCannabinoid Biosciences, Inc. shareholders' equity into the Company's consolidated financial statements as shown on the worksheet below. Kid Castle Cannabinoid Educational Biosciences, Corporation Inc Eliminations Total LIABILITIES AND STOCKHOLDERS' DEFICIT
Stockholders' deficit:
Preferred stock,
$ 10 10
Common Stock,
$ 9,223 $ 1,973 $ 11,196 Additional Paid-in Capital 7,629,427 196,686 7,826,113 Accumulated Deficits (7,638,660) (162,390) (7,801,050) Total stockholders' equity (0) 36,268 - 36,268 Total liabilities and stockholders' equity $ -$ 78,628 $ 0$ 78,628
Critical Accounting Policies, Estimates and New Accounting Pronouncements
Management's discussion and analysis of its financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America . The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial condition and results of operations include those stated in our financial statements and those listed below: --------------------------------------------------------------------------------
Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had limited/insignificant cash flows from operations for the twelve months endedDecember 31, 2019 and 2018. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its Common Stock.
Recently Adopted Accounting Standards
Leases
InFebruary 2016 , the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability, on a discounted basis, and a right-of-use asset for substantially all leases, as well as additional disclosures regarding leasing arrangements. InJuly 2018 , the FASB issued ASU 2018-11, Leases (Topic 842), which provides an optional transition method of applying the new lease standard.
In considering its qualitative disclosure obligations under ASC 842-20-50-3, the Company determined that it has no leases subject to treatment under ASC 842-20-50-3.
The adoption of this guidance resulted in no significant impact to our results of operations or cash flows.
Revenue Recognition For annual reporting periods afterDecember 15, 2017 , theFinancial Accounting Standards Board ("FASB") made effective ASU 2014-09 "Revenue from Contracts with Customers" to supersede previous revenue recognition guidance under currentU.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance became effective for annual reporting periods beginning afterDecember 15, 2017 , including interim periods within that reporting period, with early adoption permitted. As we have no operations at this time that generate revenue, we determined that upon adoption of ASC 606 there were no adjustments converting from ASC 605 to ASC 606. Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year endedDecember 31, 2019 andDecember 31, 2018 , due to cumulative losses, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As ofDecember 31, 2019 andDecember 31, 2018 , we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. Loss Contingencies
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Consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.
Net Income (Loss) Per Common Share
We report net income (loss) per common share in accordance with ASC 260, "Earnings per Share." This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Related Party Transactions
We follow ASC subtopic 850-10, "Related Party Transactions," for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of theCompany; b ) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Results of Operations
Comparison of Fiscal Years 2019 and 2018
Our financial statements are prepared using accounting principles generally accepted inthe United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
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Revenues - The Company recorded
Operating Expenses - Our general and administrative expenses were$150,133 for the twelve months endedDecember 31, 2019 , versus$5,710 for the same period in 2018.
Net Loss - The Company recorded net loss of
Accumulated Deficit - As at
Liquidity and Capital Resources
Cash and Cash Equivalent - As at
Other Current Assets - Receivables - as at
Other Assets - As at
Related parties liabilities - As at
We anticipate that our cash position is not sufficient to fund current operations. We have limited lending relationships with commercial banks and are dependent upon the completion of one or more financings or equity raises to fund our continuing operations. We anticipate that we will seek additional capital through debt or equity financings. While we are aggressively pursuing financing, there can be no assurance that we will be successful in our capital raising efforts. Any additional equity financing may result in substantial dilution to our stockholders. Since 2018, all of our operations have been financed through advances from a company controlled by our president and CEO. As ofDecember 31, 2019 , the company controlled by our president and CEO has loaned$41,559 to us, with no formal commitments or arrangements to advance or loan any additional funds to us in the future. We have not yet achieved significant profitability. We expect that our general and administrative expenses will continue to increase and, as a result, we will need to generate significant revenues to achieve significant profitability. We may never achieve significant profitability. Future financing of our operation depends largely on our controlling shareholder,Mr. Igwealor , advancing most or all of our operating budget. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. We have not established revenue generating operations and will be dependent upon obtaining financing to pursue any future extensive acquisitions and activities. The revenues, if any, generated from our operations or acquisitions may not be sufficient to fund our operations or planned growth. We will require additional capital to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. -------------------------------------------------------------------------------- We will now be obligated to file annual, quarterly and current reports with theSEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the rules subsequently implemented by theSEC and thePublic Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time- consuming and costly. In order to meet the needs to comply with the requirements of the Securities Exchange Act, we will need investment of capital.
Off-Balance Sheet Arrangements
As ofDecember 31, 2019 , we did not engage in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated by theSEC under the Securities Exchange Act of 1934. Contractual Obligations Not applicable.
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