UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-Q
_____________
X.QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2012
.TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 000-54738
PHARMA INVESTING NEWS, INC.
![[f10q113012_10q002.gif]](https://capedge.com/proxy/10-Q/0001078782-13-000154/f10q113012_10q002.gif)
(Exact name of registrant as specified in its charter)
| | |
Nevada | | 32-0337695 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
1810 East Sahara Ave
Suite 1571
Las Vegas, NV 89104
(Address of principal executive offices)
(702) 664-6555
(Registrant’s telephone number)
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 and posted on its corporate Web site, 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 X. No
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
.
Accelerated Filer
.
Non-Accelerated Filer
.
Smaller Reporting Company
.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). . Yes X. No
As of January 18, 2013, there were 5,361,015 shares of the registrant’s $0.001 par value Common Stock issued and outstanding.
1
PHARMA INVESTING NEWS, INC.*
TABLE OF CONTENTS
| | |
| | |
| Page |
| |
PART I. FINANCIAL INFORMATION | |
| |
ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 |
ITEM 4. | CONTROLS AND PROCEDURES | 12 |
| |
PART II. OTHER INFORMATION | |
| |
ITEM 1. | LEGAL PROCEEDINGS | 13 |
ITEM 1A. | RISK FACTORS | 13 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 13 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 13 |
ITEM 4. | MINE SAFETY DISCLOSURES | 13 |
ITEM 5. | OTHER INFORMATION | 13 |
ITEM 6. | EXHIBITS | 14 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pharma Investing News, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "PINV" refers to Pharma Investing News, Inc.
2
PART I - FINANCIALINFORMATION
ITEM 1.
FINANCIAL STATEMENTS
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Financial Statements
For the Period Ended November 30, 2012
(Expressed in US dollars)
(unaudited)
Condensed Balance Sheets
4
Condensed Statements of Operations
5
Condensed Statements of Cash Flows
6
Notes to the Condensed Financial Statements
7
3
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US dollars)
| | |
| November 30, 2012 $ (unaudited) | February 29, 2012 $ |
| | |
ASSETS | | |
| | |
Cash | 23 | 12,386 |
| | |
Total Assets | 23 | 12,386 |
| | |
LIABILITIES | | |
| | |
Current Liabilities | | |
| | |
Accounts payable and accrued liabilities | 7,052 | 55,472 |
Due to related party (Note 3) | 53,145 | 34,891 |
| | |
Total Liabilities | 60,197 | 90,363 |
| | |
Nature of Operations and Continuance of Business (Note 1) | | |
| | |
STOCKHOLDERS’ DEFICIT | | |
| | |
Preferred Stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil preferred shares | – | – |
| | |
Common Stock Authorized: 290,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 5,361,015 and 5,182,000 common shares, respectively | 5,361 | 5,182 |
| | |
Additional paid-in capital | 19,910 | 7,538 |
| | |
Deficit accumulated during the development stage | (85,445) | (90,697) |
| | |
Total Stockholders’ Deficit | (60,174) | (77,977) |
| | |
Total Liabilities and Stockholders’ Deficit | 23 | 12,386 |
| | |
(The accompanying notes are an integral part of these condensed financial statements)
4
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US dollars)
(unaudited)
| | | | | |
| Three Months Ended November 30, 2012 $ | Three Months Ended November 30, 2011 $ | Nine Months Ended November 30, 2012 $ | Nine Months Ended November 30, 2011 $ | Accumulated from February 8, 2011 (date of inception) to November 30, 2012 $ |
| | | | | |
Revenues | – | – | – | – | – |
| | | | | |
Operating Expenses | | | | | |
| | | | | |
Consulting fees | – | – | – | 5,000 | 5,000 |
General and administrative | 413 | 2,388 | 2,372 | 4,891 | 8,796 |
Professional fees | 5,292 | 1,409 | 31,876 | 32,993 | 111,149 |
| | | | | |
Total Operating Expenses | 5,705 | 3,797 | 34,248 | 42,884 | 124,945 |
| | | | | |
Net Loss Before Other Income | (5,705) | (3,797) | (34,248) | (42,884) | (124,945) |
| | | | | |
Other Income | | | | | |
| | | | | |
Gain on settlement of debt | – | – | 39,500 | – | 39,500 |
| | | | | |
Net Income (Loss) | (5,705) | (3,797) | 5,252 | (42,884) | (85,445) |
Net Income (Loss) Per Share, Basic and Diluted | – | – | – | (0.01) | |
Weighted Average Shares Outstanding, Basic and Diluted | 5,361,015 | 5,000,000 | 5,300,602 | 5,000,000 | |
| | | | | |
(The accompanying notes are an integral part of these condensed financial statements)
5
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Expressed in US dollars)
(unaudited)
| | | |
| Nine Months Ended November 30, 2012 $ | Nine Months Ended November 30, 2011 $ | Accumulated from February 8, 2011 (date of inception) to November 30, 2012 $ |
| | | |
Operating Activities | | | |
| | | |
Net income (loss) for the period | 5,252 | (42,884) | (85,445) |
| | | |
Adjustments to reconcile net loss to cash used in operating activities | | | |
Gain on settlement of debt | (39,500) | – | (39,500) |
| | | |
Changes in operating assets and liabilities: | | | |
| | | |
Accounts payable and accrued liabilities | (8,920) | 12,071 | 46,552 |
Due to related party | 35,500 | 1,792 | 40,317 |
| | | |
Net Cash Used In Operating Activities | (7,668) | (29,021) | (38,076) |
| | | |
Financing Activities | | | |
| | | |
Proceeds from issuance of shares | 12,551 | – | 25,271 |
Proceeds from related party | 840 | 20,054 | 30,914 |
Repayments to related party | (18,086) | – | (18,086) |
| | | |
Net Cash Provided by (Used in) Financing Activities | (4,695) | 20,054 | 38,099 |
| | | |
Increase (Decrease) in Cash | (12,363) | (8,967) | 23 |
| | | |
Cash – Beginning of Period | 12,386 | 9,000 | – |
| | | |
Cash – End of Period | 23 | 33 | 23 |
| | | |
Supplemental Disclosures | | | |
| | | |
Interest paid | – | – | – |
Income tax paid | – | – | – |
| | | |
(The accompanying notes are an integral part of these condensed financial statements)
6
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2012
(Expressed in US dollars)
(unaudited)
1.
Nature of Operations and Continuance of Business
Pharma Investing News, Inc. (the “Company”) was incorporated in the State of Nevada on February 8, 2011. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915,Development Stage Entities.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of November 30, 2012, the Company has not recognized any revenue, and has a working capital deficit of $60,174 and an accumulated deficit of $85,445. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
(a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).
(b)
Interim Financial Statements
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the period ended February 29, 2012.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at November 30, 2012, and the results of its operations and cash flows for the nine month periods ended November 30, 2012 and 2011. The results of operations for the period ended November 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year.
(c)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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 and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
7
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2012
(Expressed in US dollars)
(unaudited)
2.
Summary of Significant Accounting Policies(continued)
(d)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
(e)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.
(f)
Financial Instruments
Pursuant to ASC 820,Fair Value Measurements and Disclosuresand ASC 825,Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
8
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2012
(Expressed in US dollars)
(unaudited)
2.
Summary of Significant Accounting Policies(continued)
(g)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Related Party Transactions
As at November 30, 2012, the Company owes $53,145 (February 29, 2012 - $34,891) to the President and CEO of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.
4.
Common Stock
On May 31, 2012, the Company issued 179,290 common shares at $0.07 per share for proceeds of $12,550.
5.
Settlement of Debt
On August 31, 2012, the Company settled outstanding professional fees of $69,500 for payment of $30,000, which was paid by the President and CEO of the Company. This resulted in a gain on settlement of debt in the amount of $39,500 for the period ended November 30, 2012.
6.
Subsequent Events
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
9
ITEM2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Working Capital
| | |
| November 30, 2012 $ | February 29, 2012 $ |
| | |
Current Assets | 23 | 12,386 |
Current Liabilities | 60,197 | 90,363 |
Working Capital Deficit | (60,174) | (77,977) |
Cash Flows
| | | |
| | Nine months ended November 30, 2012 $ | Nine months ended November 30, 2011 $ |
Cash Flows used in Operating Activities | | (7,668) | (29,021) |
Cash Flows provided by (used in) Financing Activities | | (4,695) | 20,054 |
Net decrease in Cash During Period | | (12,363) | (8,967) |
Results of Operations
For the nine months ended November 30, 2012, the Company earned $nil of revenues and incurred $34,248 of operating expenses which included $2,372 of general expenditures relating to day-to-day operating costs, and $31,876 of professional fees relating to accounting and legal fees.
For the nine months ended November 30, 2011, the Company earned $nil of revenues and incurred $42,884 of operating expenses which included $4,891 of general expenditures relating to day-to-day operating costs and $32,993 of professional fees relating to accounting and legal fees, and $5,000 of consulting fees.
Liquidity and Capital Resources
As at November 30, 2012, the Company had assets of $23 comprised of cash compared with $12,386 as at February 29, 2012. The decrease in cash is attributed to the fact that the Company incurred general expenditures and had minimal financing from its President and Director of the Company.
As of November 30, 2012, the Company had a working capital deficit of $60,174 compared with a working capital deficit of $77,977 at February 29, 2012. The increase in the working capital deficit was attributed to financing received from the President and Director of the Company to sustain operating costs incurred, which resulted in a higher working capital deficit amount as the amounts owing are due on demand and treated as a current liability.
10
Cashflows from Operating Activities
During the nine months ended November 30, 2012, the Company used cash of $7,668 for operating activities relating to operating costs incurred for day-to-day operations.
Cashflows from Investing Activities
During the period from February 8, 2011 (date of inception) to November 30, 2012, the Company did not have any investing activities.
Cashflows from Financing Activities
During the nine months ended November 30, 2012, the Company received proceeds of $12,551 from the issuance of common shares offset by a net $17,246 repayment to a related party.
As at November 30, 2012, the Company has a going concern assumption as the Company has earned no revenue, has no certainty of earning revenues in the future, has a working capital deficit of $60,174, and an accumulated deficit of $85,445 since inception.
The Company will require additional financing to continue operations–either from management, existing shareholders, or new shareholders through equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We have no significant 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 are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
11
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
12
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2. Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
OTHER INFORMATION
None.
13
ITEM 6.
EXHIBITS
