|
|
August 31, 2015
|
|
|
August 31, 2014
|
|
|
|
(Restated)
|
|
|
(Restated)
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
5,427
|
|
|
$
|
5,427
|
|
TOTAL CURRENT ASSETS
|
|
|
5,427
|
|
|
|
5,427
|
|
TOTAL ASSETS
|
|
$
|
5,427
|
|
|
$
|
5,427
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
33,782
|
|
|
$
|
37,763
|
|
Due to related party
|
|
|
6,352
|
|
|
|
2,207
|
|
TOTAL CURRENT LIABILITIES
|
|
|
40,134
|
|
|
|
39,970
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value
|
|
|
|
|
|
|
|
|
Authorized 200,000,000 shares of common stock, $0.001 par value,
|
|
|
|
|
|
|
|
|
Issued and outstanding, 114,097,796 shares of common stock at August 31, 2015, and 2014, respectively
|
|
|
114,098
|
|
|
|
114,098
|
|
Capital deficiency
|
|
|
(98,758
|
)
|
|
|
(98,758
|
)
|
Subscription receivable
|
|
|
(2,500
|
)
|
|
|
(2,500
|
)
|
Accumulated deficit
|
|
|
(47,547
|
)
|
|
|
(47,383
|
)
|
TOTAL STOCKHOLDERS' DEFICIT
|
|
|
(34,707
|
)
|
|
|
(34,543
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
5,427
|
|
|
$
|
5,427
|
|
The accompanying notes are an integral part of these financial statements.
|
|
Year ended
|
|
|
Year ended
|
|
|
|
August 31, 2015
|
|
|
August 31, 2014
|
|
REVENUES
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
Total revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
Office and general
|
|
|
2,352
|
|
|
|
2,257
|
|
Professional fees
|
|
|
15,100
|
|
|
|
15,106
|
|
Total expenses
|
|
|
17,452
|
|
|
|
17,363
|
|
OPERATING LOSS
|
|
|
(17,452
|
)
|
|
|
(17,363
|
)
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
Gain on debt extinguishment and accounts payable
|
|
|
17,288
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(164
|
)
|
|
$
|
(17,363
|
)
|
|
|
|
|
|
|
|
|
|
BASIC LOSS PER COMMON SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
114,097,796
|
|
|
|
546,514,581
|
|
The accompanying notes are an integral part of these financial statements.
AMPLE-TEE, INC.
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
As of August 31, 2015 and 2014
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Subscription
|
|
|
Accumulated
|
|
|
|
|
|
|
Number of shares
|
|
|
Amount
|
|
|
Deficiency
|
|
|
Receivable
|
|
|
Deficit
|
|
|
Total
|
|
Balance, August 31, 2013
|
|
|
1,682,000,000
|
|
|
$
|
1,682,000
|
|
|
$
|
(1,672,000
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
(30,020
|
)
|
|
$
|
(22,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock issued for cash at approximately $0.000178 per share September 13, 2013 (restated)
|
|
|
29,997,796
|
|
|
|
29,998
|
|
|
|
(24,648
|
)
|
|
|
|
|
|
|
-
|
|
|
|
5,350
|
|
Redemption of common stock for cash on December 9, 2013
|
|
|
(1,597,900,000
|
)
|
|
|
(1,597,900
|
)
|
|
|
1,597,890
|
|
|
|
|
|
|
|
-
|
|
|
|
(10
|
)
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,363
|
)
|
|
|
(17,363
|
)
|
Balance, August 31, 2014 (restated)
|
|
|
114,097,796
|
|
|
|
114,098
|
|
|
|
(98,758
|
)
|
|
|
(2,500
|
)
|
|
|
(47,383
|
)
|
|
|
(34,543
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|
|
(164
|
)
|
Balance, August 31, 2015 (restated)
|
|
|
114,097,796
|
|
|
$
|
114,098
|
|
|
$
|
(98,758
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
(47,547
|
)
|
|
$
|
(34,707
|
)
|
On December 9, 2013 the Company approved a forward stock split of 168.2:1, which has been retrospectively reflected above.
|
The accompanying notes are an integral part of these financial statements
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
August 31, 2015
|
|
|
August 31, 2014
|
|
|
|
(Restated)
|
|
|
(Restated)
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss
|
|
$
|
(164
|
)
|
|
$
|
(17,363
|
)
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
|
|
|
Gain on extinguishment of debt
|
|
|
(17,288
|
)
|
|
|
-
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Increase in accounts payable and accrued expenses
|
|
|
13,307
|
|
|
|
17,363
|
|
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES
|
|
|
(4,145
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Rredemption of common stock
|
|
|
-
|
|
|
|
(10
|
)
|
Issuance of common stock
|
|
|
-
|
|
|
|
5,350
|
|
Due to shareholder
|
|
|
4,145
|
|
|
|
10
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
4,145
|
|
|
|
5,350
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
-
|
|
|
|
5,350
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
5,427
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
5,427
|
|
|
$
|
5,427
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information and non-monetary transactions:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements.
AMPLE-TEE, INC.
|
NOTES TO THE FINANCIAL STATEMENTS
|
August 31, 2015 and 2014
|
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada as a for-profit Company on January 5, 2011 and established a fiscal year end of August 31. The Company is an ergonomic product business that focuses on selling hard-to-find ergonomic products for the physically disabled to both the local community and through an online website. All activities of the Company to date relate to its organization, initial funding and share issuances.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit since inception of $47,547. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs
Cash
For the purposes of the statements of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalent.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company accounts for income taxes under FASB ASC 740 “Income Taxes,” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations
Fair Value of Financial Instruments
As required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Stock-based Compensation
FASB ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.
NOTE 3 – CAPITAL STOCK
The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On November 23, 2011 the Company issued 1,682,000,000 Founder’s Shares at approximately $0.000006 each for cash of $7,500 and common stock subscription receivable of $2,500.
On September 13, 2013, the Company issued 29,997,796 shares of common stock at approximately $0.000178 per share for $5,350.
On December 9, 2013 the authorized common shares available to be issued was increased to 200,000,000 shares of common stock.
On December 9, 2013 the Company approved a 168.2:1 forward split, which has been retroactively stated throughout.
On December 10, 2013 1,597,900,000 shares of common stock were redeemed for $10.
NOTE 4 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.
We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of August 31, 2015 is as follows:
|
|
August 31, 2015
|
|
|
August 31, 2014
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
47, 547
|
|
|
$
|
47,383
|
|
Effective Tax rate
|
|
|
35
|
%
|
|
|
35
|
%
|
Deferred Tax Assets
|
|
|
16,641
|
|
|
|
16,584
|
|
Less: Valuation Allowance
|
|
|
(16,641
|
)
|
|
|
(16,584
|
)
|
Net deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
The reconciliation of income taxes computed at the statutory rate to the income tax recorded is as follows:
|
|
August 31, 2015
|
|
|
August 31, 2014
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
164
|
|
|
$
|
17,363
|
|
Effective Tax rate
|
|
|
35
|
%
|
|
|
35
|
%
|
Deferred Tax Assets
|
|
|
57
|
|
|
|
6,077
|
|
Less: Valuation Allowance
|
|
|
(57
|
)
|
|
|
(6,077
|
)
|
Net deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
The Company did not pay any income taxes during the periods ended August 31, 2015 and 2014 and the tax returns for the years have not been filed.
The net federal operating loss carry forward will expire between 2031 and 2035. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
As of August 31, 2015 and 2014, the Company owed officers $6,352 and $2,207 respectively.
NOTE 6 – RESTATEMENT
Subsequent to the filing on January 19, 2016, of the Form 10-Q, the Company noticed errors in accounting for 29,997,796 shares of common stock (the “Shares”) issued on September 13, 2013 and collection of cash for these shares. Management determined that these shares were issued for cash in September 2013, and were not a subsctription receivable. As of August 31, 2015, the Company had recorded a subscription receivable of $5,350, relating to these 29,997,796 shares of common stock. The effects of the adjustments on the Company’s previously issued financial statements for the year ended August 31, 2015 are summarized as follows:
|
|
August 31, 2015
|
|
|
|
|
|
August 31, 2015
|
|
|
|
Original
|
|
|
Adjustment
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
77
|
|
|
|
5,350
|
|
|
$
|
5,427
|
|
TOTAL CURRENT ASSETS
|
|
|
77
|
|
|
|
5,350
|
|
|
|
5,427
|
|
TOTAL ASSETS
|
|
$
|
77
|
|
|
|
5,350
|
|
|
$
|
5,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized 200,000,000 shares of common stock, $0.001 par value,
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding, 114,097,796 shares of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
at August 31, 2015, and 2014, respectively
|
|
$
|
114,098
|
|
|
|
|
|
|
$
|
114,098
|
|
Additional Paid in Capital
|
|
|
(98,758
|
)
|
|
|
|
|
|
|
(98,758
|
)
|
Subscription receivable
|
|
|
(7,850
|
)
|
|
|
5,350
|
|
|
|
(2,500
|
)
|
Deficit accumulated during the development stage
|
|
|
(47,547
|
)
|
|
|
|
|
|
|
(47,547
|
)
|
TOTAL STOCKHOLDERS' DEFICIT
|
|
|
(40,057
|
)
|
|
|
5,350
|
|
|
|
(34,707
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
77
|
|
|
|
5,350
|
|
|
$
|
5,427
|
|
|
Year ended
|
|
|
|
Year ended
|
|
|
August 31, 2015
|
|
|
|
August 31, 2015
|
|
|
Original
|
|
Adjustment
|
|
Restated
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
$
|
77
|
|
|
|
5,350
|
|
|
$
|
5,427
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
77
|
|
|
$
|
5,350
|
|
|
$
|
5,427
|
|
NOTE 7 - SUBSEQUENT EVENTS
On October 20, 2015 the President, Lawrence Chenard, sold 84,100,000 common stocks to J. Edward Daniels thus causing a change in control. Mr. Daniels was appointed the new President on the same day.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no additional events to disclose.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Our auditor is Kyle L. Tingle, operating from his office in Las Vegas, Nevada. There have not been any changes in or disagreements with our accountant on accounting, financial disclosure or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the rules promulgated by the SEC, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required financial disclosure. We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of August 31, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer 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 generally accepted accounting principles in the United States and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. 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.
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. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management identified the following material weaknesses that have caused management to conclude that, as of August 31, 2015, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level.
We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act for the period ending August 31, 2015. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. In addition, we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
We intend to remedy our material weakness with regard to documentation of internal control procedures by conducting a review and engaging management to design and implement internal control procedures which will support the current controls and reduce the risk inherent in our current control structure. We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.
Change in internal controls
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal year ended August 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
ITEM 9B. OTHER INFORMATION
None