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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sunworks Inc | NASDAQ:SUNW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.06 | 0.0578 | 0.0579 | 0 | 01:00:00 |
Delaware
(State or other jurisdiction of incorporation or organization)
|
01-0592299
(I.R.S. Employer Identification No.)
|
Yes
|
x
|
No
|
o
|
Yes
|
x
|
No
|
o
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer (Do not check if a smaller reporting company)
|
o
|
Smaller reporting company
|
x
|
Yes
|
o
|
No
|
x
|
PART I - FINANCIAL INFORMATION
|
||
ITEM 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
ITEM 2.
|
14
|
|
ITEM 3.
|
18
|
|
ITEM 4.
|
19
|
|
PART II - OTHER INFORMATION
|
||
ITEM 1.
|
20
|
|
ITEM 2.
|
20
|
|
ITEM 3.
|
20
|
|
ITEM 4.
|
20
|
|
ITEM 5.
|
20
|
|
ITEM 6.
|
20
|
|
22
|
June 30, 2014
|
December 31, 2013
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 1,229,356 | $ | 10,422 | ||||
Accounts receivable
|
811,733 | - | ||||||
Inventory
|
13,381 | |||||||
Cost in excess of billing
|
2,316,836 | - | ||||||
Prepaid expense
|
35,028 | 4,862 | ||||||
Advance, employees
|
43,427 | - | ||||||
Total Current Assets
|
4,449,761 | 15,284 | ||||||
Property and Equipment, at cost
|
||||||||
Equipment, computer, software, furniture & fixtures, and automotives
|
110,175 | 79,705 | ||||||
Less accumulated depreciation
|
(83,274 | ) | (72,971 | ) | ||||
Net Property and Equipment
|
26,901 | 6,734 | ||||||
Other Assets
|
||||||||
Other deposits
|
7,000 | 2,000 | ||||||
Patents
|
23,161 | 23,161 | ||||||
Goodwill
|
2,599,268 | - | ||||||
Total Other Assets
|
2,629,429 | 25,161 | ||||||
Total Assets
|
$ | 7,106,091 | $ | 47,179 | ||||
Liabilities and Shareholders' Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$ | 2,191,153 | $ | 73,791 | ||||
Accrued expenses
|
281,005 | 82,950 | ||||||
Billing in excess of cost and estimated earnings
|
1,083,119 | - | ||||||
Customer deposits
|
32,200 | - | ||||||
Other payable
|
525 | - | ||||||
Derivative liability
|
3,010,370 | 2,822,430 | ||||||
Convertible promissory notes, net of beneficial conversion feature of $723,404
|
401,596 | - | ||||||
Convertible promissory notes, net of debt discount of $657,679 and $204,020, respectively
|
904,321 | 515,397 | ||||||
Total Current Liabilities
|
7,904,289 | 3,494,568 | ||||||
Shareholders' Deficit
|
||||||||
Preferred stock, $.001 par value;
5,000,000 authorized shares;
|
- | - | ||||||
Common stock, $.001 par value;
1,000,000,000 authorized shares;
298,730,412 and 213,290,259 shares issued and outstanding, respectively
|
298,729 | 213,289 | ||||||
Additional paid in capital
|
18,665,262 | 12,286,429 | ||||||
Accumulated Deficit
|
(19,762,189 | ) | (15,947,107 | ) | ||||
Total Shareholders' Deficit
|
(798,198 | ) | (3,447,389 | ) | ||||
Total Liabilities and Shareholders' Deficit
|
$ | 7,106,091 | $ | 47,179 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2014
|
June 30, 2013
|
June 30, 2014
|
June 30, 2013
|
|||||||||||||
Sales
|
$
|
7,471,042
|
$
|
-
|
$
|
8,518,458
|
$
|
-
|
||||||||
Cost of Goods Sold
|
5,438,473
|
-
|
6,210,530
|
-
|
||||||||||||
Gross Profit
|
2,032,569
|
-
|
2,307,928
|
-
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Selling and marketing expenses
|
432,605
|
-
|
618,876
|
-
|
||||||||||||
General and administrative expenses
|
803,751
|
275,801
|
1,759,199
|
566,792
|
||||||||||||
Research and development cost
|
31,919
|
33,629
|
60,758
|
57,352
|
||||||||||||
Depreciation and amortization
|
2,156
|
563
|
3,453
|
1,126
|
||||||||||||
Total Operating Expenses
|
1,270,431
|
309,993
|
2,442,286
|
625,270
|
||||||||||||
Income (Loss) before Other Income/(Expenses)
|
762,138
|
(309,993
|
)
|
(134,358
|
)
|
(625,270
|
)
|
|||||||||
Other Income/(Expenses)
|
||||||||||||||||
Interest and other income
|
34
|
-
|
148
|
-
|
||||||||||||
Penalties
|
(6,670
|
)
|
-
|
(6,670
|
)
|
-
|
||||||||||
Gain on settlement of debt
|
3,920
|
5,262
|
51,142
|
5,262
|
||||||||||||
Change
in fair
value of derivative liability
|
293,287
|
(142,082
|
)
|
(1,592,567
|
)
|
189,638
|
||||||||||
Interest expense
|
(829,066
|
)
|
(165,084
|
)
|
(2,132,777
|
)
|
(279,772
|
)
|
||||||||
Total Other Income/(Expenses)
|
(538,495
|
)
|
(301,904
|
)
|
(3,680,724
|
)
|
(84,872
|
)
|
||||||||
Income (Loss) before Income Taxes
|
223,643
|
(611,897
|
)
|
(3,815,082
|
)
|
(710,142
|
)
|
|||||||||
Income Tax Expense
|
-
|
-
|
-
|
-
|
||||||||||||
Net Income (Loss)
|
$
|
223,643
|
$
|
(611,897
|
)
|
$
|
(3,815,082
|
)
|
$
|
(710,142
|
)
|
|||||
INCOME (LOSS) PER SHARE
|
||||||||||||||||
BASIC
|
$ |
0.00
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
|||||
DILUTED
|
$
|
0.00
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
|||||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
|
||||||||||||||||
BASIC
|
291,761,944
|
154,078,349
|
269,171,296
|
148,080,065
|
||||||||||||
DILUTED
|
383,505,342
|
154,078,349
|
269,171,296
|
148,080,065
|
Additional
|
||||||||||||||||||||||||||||
Preferred stock
|
Common stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance at December 31, 2013
|
-
|
$
|
-
|
213,290,259
|
$
|
213,289
|
$
|
12,286,429
|
$
|
(15,947,107
|
)
|
$
|
(3,447,389
|
)
|
||||||||||||||
Issuance of common stock for conversion of promissory notes, plus accrued interest
|
-
|
-
|
79,594,527
|
79,595
|
4,035,234
|
-
|
4,114,829
|
|||||||||||||||||||||
Issuance of common stock for cashless exercise of stock options
|
-
|
-
|
227,979
|
227
|
(227
|
)
|
-
|
-
|
||||||||||||||||||||
Issuance of common stock for cashless exercise of warrants
|
-
|
-
|
1,617,647
|
1,618
|
(1,618
|
)
|
-
|
-
|
||||||||||||||||||||
Issuance of restricted common stock for services
|
-
|
-
|
4,000,000
|
4,000
|
184,000
|
-
|
188,000
|
|||||||||||||||||||||
Beneficial conversion feature
|
-
|
-
|
-
|
-
|
1,750,000
|
-
|
1,750,000
|
|||||||||||||||||||||
Stock compensation cost
|
-
|
-
|
-
|
-
|
411,444
|
-
|
411,444
|
|||||||||||||||||||||
Net loss for the six months ended June 30, 2014
|
-
|
-
|
-
|
-
|
-
|
(3,815,082
|
)
|
(3,815,082
|
)
|
|||||||||||||||||||
Balance at June 30, 2014 (unaudited)
|
-
|
$
|
-
|
298,730,412
|
$
|
298,729
|
$
|
18,665,262
|
$
|
(19,762,189
|
)
|
$
|
(798,198
|
)
|
Six Months Ended
|
||||||||
June 30, 2014
|
June 30, 2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(3,815,082
|
)
|
$
|
(710,142
|
)
|
||
Adjustments to reconcile net loss to net cash provided
(used) in operating activities
|
||||||||
Depreciation and amortization
|
3,453
|
1,126
|
||||||
Stock Compensation Cost
|
599,444
|
294,785
|
||||||
(Gain)/loss on change in derivative liability
|
1,592,567
|
(
189,638
|
)
|
|||||
Amortization of debt discount and OID recognized as interest
|
2,037,937
|
261,930
|
||||||
(Gain)/loss on settlement of debt
|
(51,142
|
)
|
(5,262
|
)
|
||||
Changes in Assets and Liabilities
|
||||||||
(Increase) Decrease in:
|
||||||||
Accounts receivable
|
(245,133
|
)
|
-
|
|||||
Inventory
|
(13,381
|
)
|
-
|
|||||
Prepaid expenses
|
109,360
|
1,757
|
||||||
Cost in excess of billings
|
(2,316,836
|
)
|
-
|
|||||
Other assets
|
500
|
-
|
||||||
Increase (Decrease) in:
|
||||||||
Accounts payable
|
1,628,923
|
30,864
|
||||||
Accrued expenses
|
(76,151
|
)
|
17,842
|
|||||
Billings in excess of cost
|
1,083,119
|
-
|
||||||
Other liabilities
|
(195,716
|
)
|
-
|
|||||
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES
|
341,862
|
(296,738
|
)
|
|||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
Cash paid for acquisition
|
(1,061,750
|
)
|
||||||
Purchase of property and equipment
|
(16,239
|
)
|
-
|
|||||
Expenditures for intangible assets
|
-
|
(18,925
|
)
|
|||||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,077,989
|
)
|
(18,925
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Cash received from subsidiary
|
490,061
|
|||||||
Proceeds from convertible promissory note
|
1,465,000
|
277,500
|
||||||
Proceeds from issuance of common stock and subscription payable
|
-
|
42,500
|
||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
1,955,061
|
320,000
|
||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
1,218,934
|
4,337
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
10,422
|
33,637
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,229,356
|
$
|
37,974
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
|
||||||||
Convertible promissory notes issued for acquisition
|
$
|
1,750,000
|
$
|
-
|
||||
Issuance of common stock upon conversion of debt at fair value
|
$
|
4,114,831
|
$
|
-
|
||||
Issuance of common stock upon a cashless conversion of services
|
$
|
227
|
$
|
-
|
||||
Issuance of common stock upon a cashless conversion of warrants
|
$
|
1,618
|
$
|
-
|
||||
Issuance of common stock upon conversion of restricted stock options
|
$
|
188,000
|
$
|
-
|
·
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
·
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
·
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Total assets measured at fair value
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Liabilities
|
||||||||||||||||
Derivative liability
|
3,010,370
|
-
|
-
|
3,010,370
|
||||||||||||
Convertible promissory notes
|
1,305,917
|
-
|
-
|
1,305,917
|
||||||||||||
Total liabilities measured at fair value
|
$
|
4,316,287
|
$
|
-
|
$
|
-
|
$
|
4,316,287
|
6/30/2014
|
||||||||
Weighted
|
||||||||
Number
|
average
|
|||||||
of
|
exercise
|
|||||||
Options
|
price
|
|||||||
Outstanding, beginning January 31, 2014
|
25,000,000 | $ | 0.037 | |||||
Granted
|
- | - | ||||||
Exercised
|
(277,780 | ) | 0.018 | |||||
Expired
|
- | - | ||||||
Outstanding, end of March 31, 2014
|
24,722,220 | $ | 0.038 | |||||
Exercisable at the end of June 30, 2014
|
20,972,225 | $ | 0.037 | |||||
Weighted average fair value of
options granted during the period
|
$ | - |
Stock price on the valuation dates
|
$ | 0.064 -$0.10 | ||
Conversion price for the debt
|
$ | 0.013 - $0.05 | ||
Dividend yield
|
0.00 | % | ||
Years to Maturity
|
6 months - 2 years
|
|||
Risk free rate
|
.03% - .13 | % | ||
Expected volatility
|
54.43% - 256.72 | % |
Purchase Price Allocation
|
||||
Month Ended
|
||||
1/31/2014
|
||||
Assets acquired
|
||||
Current Assets
|
||||
Cash
|
$
|
490,061
|
||
Contract Receivables
|
566,601
|
|||
Costs and Estimated Earnings in Excess of Billings
|
139,526
|
|||
Advances to Employees
|
43,926
|
|||
Total Current Assets
|
1,240,114
|
|||
Tangible Assets subject to depreciation
|
||||
Machinery and Equipment, net of depreciation
|
7,382
|
|||
Other Assets
|
||||
Security Deposit
|
5,000
|
|||
Goodwill
|
2,599,268
|
|||
Total Other Assets
|
2,604,268
|
|||
Total assets acquired
|
3,851,764
|
|||
Liabilities assumed
|
||||
Current liabilities
|
||||
Accounts Payable
|
$
|
488,439
|
||
Billings in Excess of Costs and Estimated Earnings
|
225,288
|
|||
Accrued expenses and other liabilities
|
326,287
|
|||
Total liabilities acquired
|
1,040,014
|
|||
Net assets acquired
|
$
|
2,811,750
|
SOLAR3D
|
SUN
|
Eliminations
|
Consolidated
|
|||||||||||||||||
June 30, 2013
|
June 30, 2013
|
Dr
|
Cr
|
Balances
|
||||||||||||||||
Sales
|
$ | - | $ | 2,535,765 | $ | 2,535,765 | ||||||||||||||
Cost of Goods Sold
|
- | 1,981,370 | 1,981,370 | |||||||||||||||||
Gross Profit
|
- | 554,395 | 554,395 | |||||||||||||||||
Total Operating Expenses
|
625,270 | 719,590 | 1,344,860 | |||||||||||||||||
Income before Other Income (Expenses)
|
(625,270 | ) | (165,195 | ) | (790,465 | ) | ||||||||||||||
Total Other Income (Expenses)
|
(84,872 | ) | (2,206 | ) | (87,078 | ) | ||||||||||||||
Net Loss
|
$ | (710,142 | ) | $ | (167,401 | ) | $ | (877,543 | ) | |||||||||||
BASIC AND DILUTED INCOME PER SHARE
|
$ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | ||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
|
148,080,065 | - | 148,080,065 |
|
(a)
|
inability to complete research and development of the new Solar3D technology with limited working capital;
|
|
(b)
|
volatility or decline of our stock price;
|
|
(c)
|
potential fluctuation in quarterly results;
|
|
(d)
|
our failure to earn revenues or profits;
|
|
(e)
|
inadequate capital to continue business;
|
|
(f)
|
barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
|
|
(g)
|
lack of demand for our products and services;
|
|
(h)
|
rapid and significant changes in markets;
|
|
(i)
|
litigation with or legal claims and allegations by outside parties;
|
|
(j)
|
insufficient revenues to cover operating costs;
|
|
(k)
|
inability to start or acquire new businesses, or lack of success of new businesses started or acquired by us, if any;
|
|
(l)
|
dilution experienced by our shareholders in their ownership of Solar3D because of the issuance of additional securities by us, or the exercise of outstanding convertible securities;
|
|
(m)
|
inability to effectively develop or commercialize our new Solar3D technology;
|
|
(n)
|
inability to obtain patent or other protection for our proprietary intellectual property;
|
|
(o)
|
loss of key personnel;
|
|
(p)
|
effect of significant competition which is intense in the solar industry; and,
|
|
(q)
|
elimination of key drivers of SUNworks’ business, including but not limited to loss of media exposure, elimination of government subsidies for solar power, or a reduction in utility prices.
|
Exhibit No.
|
Description
|
|
3.1
|
Certificate of Incorporation (1)
|
|
3.2
|
Amendments to Certificate of Incorporation (1)
|
|
3.3
|
Amendment to Certificate of Incorporation (7)
|
|
3.4
|
Amendment to Certificate of Incorporation (8)
|
|
3.5
|
Bylaws (1)
|
|
4.1
|
Specimen Certificate for Common Stock (1)
|
|
4.2
|
2002 Stock Option Plan (1)
|
|
4.3
|
Form of Incentive Stock Option Agreement (1)
|
|
4.4
|
Form of Non Qualified Stock Option Agreement (1)
|
|
4.5
|
Form of Lock-Up Agreement entered into by us with Wings Fund, Inc., Roland F. Bryan, Mark J. Richardson, and Chris Outwater, dated as of May 2, 2009 (6)
|
|
10.1
|
Lease Agreement by and between MachineTalker, Inc. and SecureCoin, Inc., dated August 20, 2003 (1)
|
|
10.2
|
Agreement No. CA-00062 by and between MachineTalker, Inc. and Kellogg, Brown & Root Services, Inc., dated December 20, 2004 (2)
|
|
10.3
|
Agreement by and between MachineTalker, Inc. and Science Applications International Corporation, dated July 1, 2004 (1)
|
|
10.4
|
Acquisition Agreement for Wideband Detection Technologies, Inc. dated July 20, 2007 (4)
|
|
10.5
|
Acquisition Agreement for Micro Wireless Technologies, Inc. dated December 28, 2007 (5)
|
|
10.6
|
Stock Purchase Agreement with Wings Fund, Inc., a Nevada corporation, and Pearl Innovations, LLC, a Nevada limited liability company, dated as of May 5, 2009 (6)
|
|
10.7
|
Nonstatutory Stock Option Agreement with James B. Nelson, dated July 22, 2010 (9)
|
|
10.8
|
Assignment of Intangible Assets and Assumption of Liabilities by and between Solar3D, Inc., a Delaware corporation and Wideband Detection Technologies, Inc., a Florida corporation, dated as of June 28, 2011 (10)
|
10.9
|
Patent Assignment by and between Solar3D, Inc., a Delaware corporation, as assignor and Wideband Detection Technologies, Inc., a Florida corporation, as assignee (10)
|
|
10.10
|
Stock Purchase Agreement by and between Solar3D, Inc., a Delaware corporation, as seller, and Roland F. Bryan, as buyer, dated as of June 30, 2011 (10)
|
|
10.11
|
Restricted Stock Grant Agreement, dated September 23, 2013, by and between Solar3D, Inc., a Delaware corporation, as Grantor, and James B. Nelson, as Grantee (11)
|
|
10.12
|
Stock Purchase Agreement by and among Solar United Network, Inc., Emil Beitpolous, Abe Emard, Richard Emard, Mikhail Podnesbesnyy, and Solar3D, Inc., dated October 31, 2013 (12)
|
|
10.13
|
Addendum to Stock Purchase Agreement by and among Solar United Network, Inc., Emil Beitpolous, Abe Emard, Richard Emard, Mikhail Podnesbesnyy, and Solar3D, Inc., dated January 31, 2014 (13)
|
|
14.1
|
Code of Conduct (3)
|
|
31.1
|
||
31.2
|
||
32.1
|
||
32.2
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to the Form SB-2 Registration Statement filed with the Securities and Exchange Commission dated August 1, 2005.
|
(2)
|
Incorporated by reference to Amendment No. 4 to the Form SB-2 Registration Statement filed with the Securities and Exchange Commission dated November 2, 2005.
|
(3)
|
Incorporated by reference to the Form 10-KSB filed with the Securities and Exchange Commission, dated April 14, 2007.
|
(4)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated July 20, 2007.
|
(5)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated January 3, 2008.
|
(6)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated May 13, 2009.
|
(7)
|
Incorporated by reference to the Form 10K filed with the Securities and Exchange Commission, dated July 15, 2009.
|
(8)
|
Incorporated by reference from the Definitive Information Statement on Schedule 14Cfiled by the Company with the Securities and Exchange Commission, dated August 30, 2010.
|
(9)
|
Incorporated by reference from the Report on Form 8-Kfiled by the Company with the Securities and Exchange Commission, dated August 5, 2010.
|
(10)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated June 30, 2011.
|
(11)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated September 26, 2013.
|
(12)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated November 6, 2013.
|
(13)
|
Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission, dated January 31, 2014.
|
SOLAR3D, INC.
|
|||
Dated: July 23, 2014
|
By:
|
/s/ James B. Nelson
|
|
James B. Nelson, Director, Chief Executive Officer, President,
|
|||
Interim Chief Financial Officer (Principal Executive Officer/Principal Accounting Officer)
|
|||
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