UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the period ended June 30, 2014
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to ________________
 
Commission File Number: 000-32905
 
AMANASU ENVIRONMENT CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
 
98-0347883
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
445 Park Avenue Center 10th Floor New York, NY 10022
(Address of principal executive offices)
 
604 790 8799
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
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. Yes þ   No o
   
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 co m pany" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
þ
(Do not check if a 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 o   No þ
   
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o
   
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 44,100,816 as of August 14, 2014.
 




 
 
 
 

AMANASU ENVIRONMENT CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2014
 
TABLE OF CONTENTS
 

 
 
 

 

 
PART I
 
 
The Company's unaudited consolidated financial statements for the three and six month periods ended June 30, 2014 are included with this Form 10-Q. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six month periods ended June 30, 2014 are not necessarily indicative of the results that can be expected for the year ended December 31, 2014.
 
 
1

 

 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
June 30,
2014
   
December 31,
2013
 
ASSETS
           
Current Assets:
           
Cash
 
$
989
   
$
12,842
 
Total current assets
   
989
     
12,842
 
                 
Fixed Assets:
               
Automotive equipment
   
25,859
     
25,859
 
Less, accumulated depreciation
   
25,859
     
25,859
 
Net fixed assets
   
-
     
-
 
 
               
Total Assets
 
$
989
   
$
12,842
 
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities:
               
Accounts payable and accrued expenses
 
$
44,135
   
$
49,376
 
Payroll and other taxes payable
   
33,264
     
32,056
 
Loans from shareholder
   
(2,298
   
17,781
 
Amounts due to related parties
   
48,410
     
24,582
 
Total current liabilities
   
154,840
     
112,761
 
                 
Stockholders’ Deficit:
               
Common stock: authorized 100,000,000 shares of .001 par value; 44,100,816shares issued and outstanding
   
44,101
     
44,101
 
Additional paid in capital
   
4,793,552
     
4,793,552
 
Deficit accumulated during development stage
   
(1,116,117
)
   
(1,062,616
)
Deficit accumulated prior to development stage
   
(3,879,122
)
   
(3,879,122
)
Accumulated other comprehensive income
   
4,084
     
4,476
 
                 
Total Amanasu Environment Corporation stockholders' deficit
   
(153,502
)
   
(99,609
)
Non controlling interest in subsidiary
   
(349
)
   
(310
)
Total stockholders' deficit
   
(153,851
)
   
(99,919
)
Total Liabilities and Stockholders' Deficit
 
$
989
   
$
12,842
 
 

The accompanying notes are an integral part of these financial statements.
 
 
 
2

 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30,
(Unaudited)
 
                               
January 1,
 
                               
2009
 
                               
(Date of
 
                               
Commencement
 
                               
of
 
                               
Development
 
                               
Stage) to
 
     
Three Month Periods
     
Six Month Periods
   
June 30,
 
     
2014
   
2013
     
2014
   
2013
   
2014
 
Revenue
 
$
-
 
$
-
     
$
-
   
$
-
   
$
-
 
Expenses
   
23,930
   
28,690
       
52,830
     
55,825
     
1,154,924
 
Operating Loss
   
(23,930
)
 
(28,690
)
     
(52,830
)
   
(55,825
)
   
(1,154,924
)
                                         
                                         
Other Income
   
-
   
-
       
-
     
388
     
388
 
Interest income
   
1
   
-
       
1
     
-
     
13,108
 
Debt forgiveness
   
-
   
-
       
-
     
-
     
13,781
 
Interest expense
   
(672
)
 
-
       
(672
)
   
-
     
(672
)
                                         
Net Loss
   
(24,601
)
 
(28,690
)
     
(53,801
)
   
(55,437
)
   
(1,128,319
)
                                         
Net Loss Attributable to Noncontrolling Interest
   
 
-
   
 
-
       
-
     
-
     
12,203
 
                                         
Net Loss Attributable to Amanasu Environment Corporation
   
 
(24,601
 
)
 
 
(28,690
 
)
     
(53,501
)
   
(55,437
)
   
(1,116,116
)
                                         
Other Comprehensive Loss:
                                       
Gain (loss) on foreign currency conversion
   
 
(162
 
)
 
 
336
       
(431
)
   
1,038
     
10,936
 
Attributable to noncontrolling interest
   
15
   
-
       
39
     
(94
   
11
 
Net Other Comprehensive Income
   
(147
)
 
336
       
(392
)
   
944
     
10,947
 
                                         
Total Comprehensive Loss
 
$
(24,748
)
$
(28,354
)
   
$
(53,893
)
 
$
(54,493
)
 
$
(1,105,169
)
                                         
Net Loss Per Share - basic and diluted
 
$
-
 
$
-
     
$
-
   
$
-
         
Weighted average number of shares outstanding
   
 
44,100,816
   
 
44,000,816
       
44,100,816
     
44,000,816
         
 

The accompanying notes are an integral part of these financial statements.
 
 
 
3

 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Periods Ended June 30,
(Unaudited)
 
   
2014
   
2013
   
January 1,
2009
(Date of
Commencement of
Development Stage) to
June 30,
2014
 
CASH FLOWS FROM OPERATIONS:
                 
Net loss
 
$
(53,501
)
 
$
(55,437
)
 
$
(1,128,320
)
Adjustments to reconcile net loss to net cash consumed by operating activities:
                       
Charges not requiring the outlay of cash:
                       
Depreciation
   
-
     
-
     
6,074
 
Cancellation of debts
   
-
     
-
     
(13,781
)
Write offs of bad debts
   
-
     
-
     
138,931
 
                         
Changes in assets and liabilities:
                       
Increases in accounts payable and accrued expenses
   
21,042
     
12,877
     
48,684
 
Increases in taxes payable
   
-
     
-
     
34,676
 
Increase in employee loan
   
-
     
-
     
(2,900
)
                         
Net Cash Consumed By Operating Activities
   
(32,459
)
   
(42,560
)
   
(916,636
)
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Cash transferred on sale of subsidiary
   
-
     
-
     
(270
)
Redemptions of certificates of deposit
   
-
     
3,000
     
695,000
 
Loans to officer
   
-
     
-
     
(68,635
)
Officer repayments
   
-
     
-
     
53,260
 
Net Cash Provided By Investing Activities
   
-
     
3,000
     
679,355
 
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Advances from shareholder
   
-
     
50,000
     
50,000
 
 Repayment from shareholder advances
   
  (6,465
   
  -
     
11,639
 
Officer advances
   
20,000
     
-
     
40,000
 
Sales of capital stock
   
-
     
-
     
100,000
 
Advance from affiliate
   
7,071
     
3,800
     
15,046
 
Short term loans
   
-
     
-
     
14,212
 
Net Cash Provided By Financing Activities
   
20,606
     
53,800
     
230,897
 
                         
Effect on Cash of Exchange Rate Changes
   
-
     
1
     
(210
                         
Net Change in Cash Balances
   
(11,853
)
   
14,241
     
(6,594
Cash balance, beginning of period
   
12,842
     
3,600
     
7,583
 
Cash balance, end of period
 
$
989
   
$
17,841
   
$
989
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
4

 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(Unaudited)


1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of Amanasu Environment Corporation ("the Company") as of June 30, 2014 and 2013 and for the three and six month periods ended June 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations of the six month period ended June 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2014.

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company included in the annual report on Form 10-K for the year ended December 31, 2013 .

2. SUPPLEMENTAL CASH FLOWS INFORMATION

There were no cash payments for interest or income taxes during either of the periods presented. In addition, there were no non-cash investing or financing activities during these periods.

3. GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had an accumulated deficit at June 30, 2014, and a record of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

4. EXPENSES

Major items included in expense are presented below.
 
   
THREE MONTH  PERIODS
   
SIX MONTH PERIODS
 
   
2014
   
2013
 
2014
   
2013
 
Travel
 
$
10,522
   
$
4,673
 
$
17,040
 
$
8,866
 
Rent
   
8,400
     
8,757
   
17,157
   
17,157
 
Professional Fees
   
2,150
     
14,928
   
11,330
   
14,928
 
 

 
 
5

 


AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(Unaudited)
 
5. RELATED PARTY TRANSACTIONS

During the six month period ended June 30, 2014 the Company received an advance in the amount of $7,071 from  Amanasu Techno Holdings Inc., a sister company, and $20,000 from the wife of the Company president.  In addition, there was a liability at March 31, 2014 of $8,400 for rent on a facility owned by the Company President and $20,000 accrued for secretarial services to the wife of the Company president.  The rent obligation increased by $8,400 in the second quarter of the 2014 year.  A $10,431 payment was made to a related party to reduce the obligation for interest on related party debt .
 
 
 
6

 
 

 
This Form 10Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-KSB and other filings made by such company with the United States Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.
 
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Quarterly Report and in the Annual Report for the year ended December 31, 2013.
 
COMPANY OVERVIEW
 
History
 
Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.
 
It has acquired the exclusive, worldwide license rights to a high temperature furnace, a hot water boiler, and ring-tube desalination methodology. At this time, the Company is not engaged in the commercial sale of any of its licensed technologies. Its operations to date have been limited to acquiring the technologies, conducting limited product marketing, and testing the technologies for commercial sale. For each such technology, proto-type or demonstrational units have been constructed by each licensor or inventor of the technology. The Company has conducted various internal tests on these units to determine the commercial viability of the underlying technologies. As a result of such testing, the Company believes that the products are not commercially ready for sale, and that product refinements are necessary with respect to each of the technologies. In addition, the Company may seek joint venture or other affiliations with companies competitive in each respective product market whereby the Company can capitalize on the existing infrastructure of such other companies, such as product design and engineering, marketing and sales, and warranty and post-warranty service and repair. The Company believes that its marketing efforts to sell any of its products will be limited until such time as it can complete the refinements of its technologies. The Company can not predict whether it will be successful in developing commercial products, or establishing affiliations with any operating company.
 
On June 8, 2000, the Company obtained the exclusive, worldwide license to a technology that disposes of toxic and hazardous wastes through a proprietary, high temperature combustion system, known as the Amanasu Furnace. The rights were obtained pursuant to a license agreement with Masaichi Kikuchi, the inventor of the technology, for a period of 30 years. The Company issued 1,000,000 share of common stock to the inventor and 200,000 shares of common stock to a director of the inventor's company. Under the licensing agreement; the Company is required to pay the licensor a royalty of two percent of the gross receipts from the sale of products using the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
 
 
7

 
 
Effective September 30, 2002, the Company obtained the exclusive, worldwide license to a hot water boiler technology that incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. The rights were obtained pursuant to a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation, both Japanese companies, for a period of 30 years. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented technology that purifies seawater, and removes hazardous pollutants from wastewater. The rights were obtained pursuant to a license agreement with Etsuro Sakagami, the inventor, for a period of 30 years. As consideration for obtaining the license, the Company issued 1,000,000 shares to the inventor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
Current
 
During the recent years, the Company has embarked on a mission to achieve a capital-raising goal of $30,000,000 to increase the Company’s potential by entering into the NASDAQ global market. The Company’s main objective has not changed for the coming fiscal year ending December 31, 2014.
 
Aside from capital raising efforts, the Company has been supporting Amanasu Maritek Corporation, in the development and required regulatory approval for the Commercial Cargo Ship Ballast Water Purification System. The Company and Amanasu Maritek Corporation have been working through the approval process of this type of product with the Japanese regulatory bodies. Also, required documentation, and translations have been prepared for additional approval by the main global governing body for marine technologies, IMO the International Marine Organization. So far, the Company has been unable to obtain approval for the Commercial Cargo Ship Ballast Water Purification System. In adhering to the guidelines set by the IMO and the Japanese Ministry of Land, Infrastructure, Transport and Tourism, the Company needs to collaborate with a shipbuilding company to conduct experiments and tests, requiring 2-3 years and a minimum budget of $10,000,000. Due to a lack of resources, the Company is currently seeking partners who are interested in developing such businesses and technologies acquired by Amanasu Maritek Corporation, the Company's subsidiary.
 
Furthermore, the Company is making plans to enter the reforestation industry in Japan, through Amanasu Maritek Corporation. Following the Great East Japan Earthquake, approximately 1 million houses need to be rebuilt, causing wood to be in high demand. Also, the Japanese Government currently subsidizes new firms entering the reforestation industry, giving the Company an opportunity to enter an industry that is reflective of its vision.
 
The Company's principal offices were relocated on April 1, 2010 from 115 East 57th Street 11th Floor New York, NY 10022, to 445 Park Avenue Center 10th floor New York, NY 10022 Telephone: 604-790-8799. The Tokyo branch has relocated from 1-7-10 Motoakasaka Minato-Ku Tokyo Japan to 3-7-11 Azabujuubann Minato-Ku Tokyo Japan. Telephone: 03-3451-8870.
 
PRODUCTS
 
Currently the Company is supporting Amanasu Maritek Corporation in development and required regulatory approval for a Commercial Cargo Ship Ballast Water Purification System. No licensing agreements with partners have been made at this time, as the Company is also in the process of raising capital for this project. Currently the company is negotiating with its partners for a worldwide manufacturing and sales agreement. The Company cannot guarantee if the negotiations will succeed.
 
 
 
8

 
 
 
PLAN OF OPERATION
 
The Company has 3 main objectives during the fiscal year ending December 31, 2014. Firstly, the Company will continue in its goal to meet the capital objective of $30,000,000. Currently the company is exploring various potential investment partners in Japan, as well as China. The Company cannot predict whether it will be successful with its objective.
 
Secondly the Company will continue to support the efforts of Amanasu Maritek Corporation to enter into marine technologies. The Company will assist for another year in the design, and approval process for the product from at least 2 regulatory bodies: the Japanese Government, and the IMO (International Marine Organization). This approval process requires capital for additional product testing, documentation, and documentation translations. The Company believes that Amanasu Maritek Corporation's most significant hurdle will be in capital raising. The Company has already initiated documentation and application processes, and is now looking for capital to fund the project. The Company cannot predict whether it will be successful with its capital raising efforts.
 
Thirdly, the Company is making plans to enter the reforestation industry in Japan, through Amanasu Maritek Coporation. The Company must first reach an agreement with the relevant government agencies in Japan. The Company intends to focus on the prefectures of Miyagi, Iwate and Niigata and begin operations within 12 months. The Company cannot predict whether it will be successful with its objective.
 
FINANCIAL RESULTS
 
Total Current Assets as of June 30, 2014 was $989, compared to $12,842 as of December 31, 2013.
 
Total Current Liabilities as of June 30, 2014 was $154,840, compared to $112,761 as of December 31, 2013.
 
The net loss of the three month period ended June 30, 2014 was $24,601, compared to $28,690 for the same period of 2013.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Other than the provision of alternating business planning costs discussed above, the Company's cash requirements for the next 12 months are estimated to be $165,000. This amount is comprised of the following estimate expenditures: $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous expenses. There are no material commitments for capital at this time other than as described above. The Company and/or Amanasu Maritek Corporation will need to issue and sell shares to gain capital for operations.
 
OFF-BALANCE SHEET ARRANAGEMENTS
 
The Company has no off-balance sheet arrangements.
 
 
 
9

 
 
 
 
Not Applicable.
 
 
The Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer as of a date within 90 days of the filings date of Form 10Q. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures have not functioned effectively so as to provide information necessary whether:
 
(i) this quarterly report on Form 10 Q contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10 Q, and (ii) the financial statements, and other financial information included in this quarterly report on Form 10 Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10 Q.
 
 
CHANGES IN INTERNAL CONTROLS
 
There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's, Chief Financial Officer's and Chief Accounting Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
 
 
 
10

 
 
 

PART II


None.


None.


None.


None.


None.


None.


Furnish the Exhibits required by Item 601 of Regulation S-K (229.407 of this chapter).
 
Exhibit 31
Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
   
Exhibit 32
Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
   
101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*
 
* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
 
11

 
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Amanasu Environment Corporation
 
       
August 14, 2014
By:
/s/ Atsushi Maki  
    Atsushi Maki  
   
Chief Executive Officer
 
   
Chief Financial Officer
 
   
Chief Accounting Officer
 
 
 
 
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