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SMGE Sigmata Electronics

Filed: 27 Sep 21, 4:55pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 1-SA

 

SEMIANNUAL REPORT PURSUANT TO REGULATION A

 

 

For the fiscal semiannual period ended:

August 31, 2020

 

 

Sigmata Electronics, Inc.

(Exact name of issuer as specified in its charter)

 

Delaware81-1253192
State of other jurisdiction of incorporation or
organization
(I.R.S. Employer Identification No.)

 

  

640 Douglas Avenue

Dunedin, Florida 34698

(Full mailing address of principal executive offices)

 

727-424-3277

(Issuer’s telephone number, including area code)

 


You should read the following, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with our financial statements and the related notes. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

 

Item 1.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Sigmata Electronics, Inc., a Delaware corporation:

 

Our cash balance is $0 as of August 31, 2020. Our cash balance is not sufficient to fund our limited level of operations for any period of time. We have been utilizing, and may continue to utilize, funds provided by James Xilas, our sole director and officer who has informally agreed to supply funds to allow us to pay for professional fees and related operating costs in the event that the Company has insufficient funds. Our director has no formal commitment, arrangement or legal obligation to advance and/or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we believe that we require a minimum of $10,000 of funding. Sigmata Electronics, Inc. (herein referred to as “Sigmata”) is a single asset company consisting of a patent for a self-muting audio connector. U.S. patent No. 7,758,365, and on U.S. Application Number 12/214,002 entitled Self-Muting Audio Connector, which was filed on June 16, 2008 which is a continuation-in-part application of co-pending PCT International Application PCT/US2006/01782 with an international filing date of January 17, 2006. Sigmata desires to locate a buyer for its patent or a partner to help manufacture and market our product. However, we may never find a buyer or a buyer and have to liquidate. At this time, we have no revenue and no operations. We are a shell company. Our auditors have raised substantial doubt about or ability to continue as a going concern.

 

The Six Months Ended August 31, 2020 and August 31, 2019

 

Revenue: Revenue for the six months ended August 31, 2020 and August 31, 2019 was $0.

 

Operating Expenses: Operating expenses for the six months ended August 31, 2020 and August 31, 2019 were $2,010 and $9,620, respectively. Operating expenses for both periods were comprised of general and and administrative expenses.

 

Net Loss: Net loss for the six months ended August 31, 2020 and August 31, 2019 was ($2,010) and ($9,620), respectively. The net loss for both periods were the result of general and administrative expenses.

 

Liquidity and Capital Resources

 

We had a cash balance of $0 at August 31, 2020 and $0 at February 28, 2020. Our capital needs have been met by by our sole officer and director Mr. James Xilas. We will have additional capital requirements during 2020 and 2021. We do not expect to be able to satisfy our cash requirements in the near term as we have no current revenue stream. We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all. We are currently incurring an operating deficit and net capital deficiency that are expected to continue for the foreseeable future.

 

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Off-Balance Sheet Arrangements

 

We do not have any 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 investors.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

  

Revenue Recognition

 

Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 605 "Revenue Recognition in Financial Statements" which is at the time customers are invoiced at shipping point, provided title and risk of loss has passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collection is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance.

 

Share-Based Compensation

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

The Company had no stock-based compensation plans August 31, 2020.

The Company’s stock-based compensation was $0 for the six months ended August 31, 2020 and August 31, 2019.

 

Item 2.  Other Information

Transfer Agent

 

Our transfer agent is Mountain Share Transfer.  The address is 2030 Powers Ferry Road, SE #212, Atlanta, GA 30339. The phone number is 404-474-3110.

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Item 3. Financial Statements

 

INDEX TO FINANCIAL STATEMENTS OF Sigmata Electronics, Inc.

 

Balance Sheets as of August 31, 2020 (Unaudited) and February 29, 20204
  
Statements of Operations for the Six Months Ended August 31, 2020 and August 31, 2019 (Unaudited)5
  
Statements of Cash Flows for the Six Months Ended August 31, 2020 and August 31, 2019 (Unaudited)6
  
Notes to Unaudited Financial Statements7 to 9

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Sigmata Electronics, Inc.

Balance Sheets

 

         
     

 As of August

31, 2020

 As of  February 29, 2020 
ASSETS      
Current assets      
 Cash$ -$- 
       
Total current assets-$- 
Other assets     
   Patent, net amortization$- - 
Total Assets$- - 
LIABILITIES & STOCKHOLDERS’ DEFICIT     
Current liabilities     
 Accounts payable and accrued expenses$2,000$2,190 
 Loan to company from related party 2,425 875 
Total liabilities 4,425$3,065 
      
Stockholders’ deficit     
 Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of August 31, 2020 and February 29,  2020)                        -      - 
 Common stock ($.0001 par value, 500,000,000 shares authorized, 47,862,000 shares issued and outstanding as of August 31, 2020 and February 29,  2020) 4,786 

 

4,786

 
 Additional paid in capital 41,266 41,266 
 Accumulated deficit                    (50,477) (49,117) 
Total stockholders’ deficit (4,425) (3,065) 
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT$- - 

  

The balance sheet of the Company at August 31, 2020 has been prepared by management and has not been audited or reviewed by an independent certified public accounting firm. The accompanying notes are an integral part of these financial statements.

 

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Statements of Operations

(Unaudited)

 
        

 Six Months Ended

August 31, 2020 

  

Six Months Ended

August 31, 2019

Operating Expenses:        
Selling general and administrative expenses    $ 2,010     $                      9,620
Total operating expenses    2,010                        9,620
         
Net loss  $ (2,010)      $                    (9,620)
         
Basic and diluted net loss per common share  $ (0.00)      $                      (0.00)
         
Weighted average number of common shares outstanding- Basic and diluted    47,862,000                47,862,000

 

 

 

Sigmata Electronics, Inc.

 

 

 

 

The financial statements in regards to the six-month period ending August 31, 2019 and August 31, 2018 have been prepared by management and have not been audited by an independent certified public accounting firm. The accompanying notes are an integral part of these financial statements.

 

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Sigmata Electronics, Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
For the period ended August 31, 2020
          
 Common Stock Common Stock Amount Additional Paid-in Capital Accumulated Deficit Total
          
Balance February 28, 2019 (audited)47,862,000$4,786$27,916$(34,110)$(1,408)
          
Contributed Capital  13,350  13,350
          
Net loss                (15,007)              (15,007)
          
Balance February 29, 2020 (audited)     47,862,000$              4,786$41,266$(49,117)$(3,065)
          
Net loss   

             

(2,010)

              (2,010)
          
Balance August 31, 2020     47,862,000$              4,786$                  41,266$            (51,127)$(5,075)

 

 

he financial statements in regards to the six-month period ending August 31, 2019 and August 31, 2018 have been prepared by management and have not been audited by an independent certified public accounting firm. The accompanying notes are an integral part of these financial statements.

 

 

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Sigmata Electronics, Inc.

Statement of Cash Flows

(Unaudited)

 
 
    

 For the Six Months

 Ended

August 31, 2020

  

 For the Six Months

Ended

August 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES     
 Net loss$                (2,010) $         (9,620)
 Adjustments to reconcile net loss to net cash used in operating activities:     
       
  Amortization expense -  271
        
 Changes in operating assets and liabilities:     
  Account payable and accrued expenses 460  (3,650)
Net cash (used in) operating activities (1,550)  (12,999)
      
        
  FINANCING ACTIVITIES     
  Contribution of capital$-  13,000
  Loan to company from related party 1,550  -
  Net cash provided by financing activities 1,550  13,000
        
Net Change in Cash -  1
        
  Cash at beginning of period:- 82
  Cash at end of period:- 83
        
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:     
 Interest paid$                          - $                    -
 Income taxes paid$                          - $                    -

 

   

The financial statements in regards to the six-month period ending August 31, 2019 and August 31, 2018 have been prepared by management and have not been audited by an independent certified public accounting firm. The accompanying notes are an integral part of these financial statements.

 

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Sigmata Electronics, Inc.

Notes to the Financial Statements 

Note 1 - Organization and Description of Business

 

Sigmata Electronics, Inc. (the Company) was incorporated under the laws of the State of Delaware on January 28, 2016. The Company sells electronics merchandise online through its website and also through direct selling efforts.

 

The Company’s main office is located at 640 Douglas Avenue, Dunedin, Florida 34698.

 

The Company has elected February 28th/29th as its year end.

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at August 31, 2020 and February 29, 2020 were $0 for both periods.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of 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.  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.  No deferred tax assets or liabilities were recognized at August 31, 2020 or February 29, 2020.

 

Basic Earnings (Loss) Per Share

 

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

The Company does not have any potentially dilutive instruments as of August 31, 2020 and February 29, 2020 and, thus, anti-dilution issues are not applicable.

 

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Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Revenue Recognition

 

Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 605 "Revenue Recognition in Financial Statements" which is at the time customers are invoiced at shipping point, provided title and risk of loss has passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collection is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance.

 

Share-Based Compensation

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

The Company had no stock-based compensation plans at August 31, 2020 and August 31, 2019.

The Company’s stock based compensation was $0 for the six months ended August 31, 2020 and August 31, 2019.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

  

Note 3 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

 

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Note 4 - Patents and Trademarks

 

On February 2, 2017, the Company acquired the technical contributions and assignment of all exclusive rights to and for the Self-Muting Audio Connector patent with a USPTO patent from Jeffrey Howard Purchon, an unrelated party, for $5,000. The Company had capitalized costs in purchasing the patent in the amount of $4,840. The company also acquired $160 in inventory pursuant to the purchase of the patent. The inventory is comprised of 8 Self-Muting Audio Connector cables each valued at $20. The inventory came with the purchase of the patent and no additional capital was necessary to acquire this inventory.

 

The Company began amortizing the patent on date of acquisition using the straight-line method. The legal life and useful life of the patent is 20 years, and the patent was originally recorded with the USPTO January 17, 2006. Accumulated amortization expense through February 29, 2020 was approximately $1,798. As of February 29, 2020, the patent had provided no revenue for the Company and, therefore, management made the decision to post an impairment of patent expense for the remaining balance of the patent asset, $3,043. The recognized value of the patent asset is $0 at August 31, 2020 and February 29, 2020. However, if the Company realizes revenue in the future due to possession of the patent, this valuation will be revisited.

 

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Note 5 - Shareholder Equity

 

Preferred Stock

 

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has issued no preferred shares as of August 31, 2020.

 

Common Stock

 

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 47,862,000 shares of common stock issued and outstanding as of August 31, 2020 and August 31, 2019.

 

The Company does not have any potentially dilutive instruments as of August 31, 2020 and, thus, anti-dilution issues are not applicable.

 

On January 28, 2016 the Company issued 20,000,000 of its $0.0001 par value common stock totaling $2,000 to the former Director and CEO of the Company and issued 20,000,000 of its $0.0001 par value common stock totaling $2,000 to the former Director and CFO of the Company in exchange for developing the Company’s business concept and plan.

 

On November 28, 2016, our two former majority shareholders, Paul Moody and Jeffrey DeNunzio, each agreed to cancel 11,500,000 shares of restricted common stock respectively and 750,000 shares of freely transferable common stock respectively.

 

Subsequent to the above cancellation of shares, on November 28, 2016 the Company authorized and conducted a forward stock split. Every one share of common stock held by stockholders was converted into three (3) shares of common stock.

 

On December 11, 2019, Jeffrey DeNunzio and Paul Moody, who are now formerly the largest controlling shareholders of Sigmata Electronics, Inc., collectively, consummated a sale of 46,500,000 shares of our restricted common stock to Lykato Group, LLC, an accredited investor, for an aggregate purchase price of two hundred and five thousand dollars ($205,000). Subsequent to the execution of the share purchase transaction, Lykato Group, LLC owned, and currently owns, approximately 97.15% interest of the issued and outstanding shares of our common stock. Lykato Group, LLC is now the largest controlling shareholder of Sigmata Electronics, Inc.

 

Lykato Group, LLC is owned and controlled by its managing member, James Xilas. Mr. DeNunzio and Mr. Moody resigned as officers of the Company and Mr. Xilas was appointed sole officer and director of the Company.

 

 

The below table details the shares held by the respective individuals as a result of the above events:

 

ShareholdersFreely Transferable Shares (Common Stock)Restricted Shares (Common Stock)Total Shares (Common Stock)
Lykato Group, LLC10,500,00036,000,00046,500,000
    
Other Shareholders1,362,00001,362,000
Total11,862,00036,000,00047,862,000

 

 

Pertinent Rights and Privileges

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

 

Holders of shares of Preferred Stock are entitled to voting rights where every one share of Preferred Stock has voting rights equal to one hundred shares of Common Stock.

 

 

Note 6- Related-Party Transactions

 

Loan

 

During the six months ended August 31, 2020 our sole officer and director, James Xilas, paid expenses on behalf of the Company totaling $1,550. These payments are considered as a loan to the company which is non-secured, non- interest-bearing and payable on demand.

 

During the year ended February 29, 2020 our sole officer and director, James Xilas, paid expenses on behalf of the Company totaling $875. These payments are considered as a loan to the company which is non-secured, non- interest-bearing and payable on demand.

 

Equity

 

During the year ended February 28, 2019 our former CEO paid operating expenses totaling $1.398 and our former CFO paid operating expenses in the amount of $684. These amounts were recorded as additional paid-in capital.

 

During the year ended February 29, 2020 our former CEO paid operating expenses totaling $13,350. These amounts were recorded as additional paid-in capital.

 

Office Space

 

At this time the Company does not have office space. Our sole Officer and Director utilize home offices for all Company operations rent free.

 

 

Note 7 - Subsequent Events

 

None.

 

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Item 4.  Exhibits 

 

Exhibit No. Description
   
1A-2A Certificate of Incorporation, as filed with the Delaware Secretary of State on January 28, 2016 *
1A-2B By-laws *

 

 *Filed as an exhibit to our Offering Statement (1-A) on May 24, 2016.

 

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SIGNATURES

 Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   Sigmata Electronics, Inc.
    
    
Date:September 27, 2021 By:/s/ James Xilas
    James Xilas, Chief Executive Officer

 

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ James Xilas Chief Executive Officer September 27, 2021
James Xilas (Principal Executive Officer)  
     
/s/ James Xilas Chief Financial Officer and Chief Accounting Officer September 27, 2021
James Xilas (Principal Financial Officer and Principal
Accounting Officer)
  

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