NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY
31, 2020
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Clancy
Corp. was incorporated on March 22, 2016 under the laws of the State of Nevada, USA. Clancy Corp. initially was formed for the
purpose of producing and selling handcrafted soaps. Clancy Corp. and its wholly owned subsidiary are collectively, except where
content requires, referred to as the Company
Effective
June 28, 2019 (Effective Date), a change of control occurred with respect to the Company. Pursuant to the terms
of Stock Purchase Agreement, Gaoyang Liu purchased 2,000,000 shares of the Companys issued and outstanding common stock
from Iryna Kologrim, the then sole officer, director, and majority shareholder of the Company. The 2,000,000 shares represented
64.4% of the shares of outstanding common stock of the Company. In connection with the transaction, Mr. Liu became the sole officer
and director of the Company and Ms. Kologrim resigned in all capacities with respect to the Company. In connection with the change
of control, the Company ceased its business operations and is now a shell company as defined under Rule 405 promulgated
under the Securities Act of 1933, as amended. It also assigned all assets to Iryna Kologrim, the then sole officer, director,
and majority shareholder of the Company in exchange for a waiver of all labilities owed to her by the Company.
On
January 15, 2020, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State
which effectuated the following corporate actions:
|
●
|
the
forward split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) post-split shares for
a one (1) pre-split share basis applicable to stockholders of record as of January 2, 2020, and
|
|
●
|
The
increase of the Companys authorized shares of common stock, $0.001 par value, from 75,000,000 to 345,000,000.
|
The
above corporate actions were adopted by written consent of our sole Director on January 2, 2020, and the sole Director recommended
the Corporate Actions be presented to our shareholders for approval. On January 3, 2020, our majority stockholder, holding 64.4%
of our outstanding voting securities executed written consent approving the stated corporate actions. For purposes of the forward
stock split described above, the sole Director also set January 2, 2020 as the record date of such action.
On
March 31, 2020, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into
by and among the Clancy Corp., Gaoyang Liu (Seller), and Xiangying Meng (Buyer), Seller assigned,
transferred and conveyed to Buyer 60,000,000 shares of common stock of Company (Common Stock),
which represents 64.4% of the total issued and outstanding shares of the Company, for the sum of $285,000. In addition, Seller
assigned his rights and interest to outstanding loans made by Seller to the Company in the amount of $55,609 for the face value
of such loans. Mr. Meng now owns 67,500,000 shares of common stock of the Company. In connection with the transaction, Mr. Liu,
the then sole officer and director of the Company resigned in all officer and director capacities from the Company and Mr. Meng
was appointed Chief Executive Officer and Chief Financial Officer of the Company. In addition, Mr. Meng was appointed the sole
director of the Company.
Clancy
Corp. has registered a wholly foreign-owned entity in Shanghai, China on April 13, 2020. Its name is Shanghai Clancy Enterprise
Management Co., Ltd. (Shanghai Clancy). Shanghai Clancy had no business activity from inception through July 31, 2020. The main
business scope is business management consulting, business information consulting, marketing planning, cultural and art exchange
planning consulting (except performance brokers, business performances), corporate image planning, conference services and exhibition
and display services.
Shanghai
Clancy registered a wholly-owned subsidiary in Beijing on April 24, 2020. Its name is Beijing Clancy Information Technology Co.,
Ltd. (Beijing Clancy). The main business scope
is technology development, transfer, consultation, services and promotion.
On
July 6, 2020, the Nevada Secretary of State approved the Companys Certificate of Amendment to Articles of Incorporation
with which effectuated the following corporate action:
|
●
|
the
reverse split of the Companys issued and outstanding common stock, $0.001 par value, on thirty (30) pre-split shares to
one (1) post-split share basis. Fractional shares resulting from the action will be rounded up to the nearest whole share.
|
The
above corporate action was adopted by written consent of our sole Director on June 11, 2020, and the sole Director recommended
the corporate action be presented to our shareholders for approval. For purposes of the reverse stock split described above, the
sole Director also set June 12, 2020 as the record date of such action. On June 12, 2020, our majority stockholder, holding 91.88%
of our outstanding voting securities, executed written consent in lieu of a shareholder meeting approving the corporate action.
All
shares disclosed in the financial statements and notes to the financial statements have been retroactively adjusted for the 30
for 1 reverse split.
From
August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. Beginning
in May 2021, the Company terminated its IT services and re-focused its business operations to business consulting services to
small and median sized businesses. Management believes their prior business experience will enable them to assist small and medium
sized companies improve their operating efficiencies. The Company will charge its clients based on their performance. Management
believes the new business model will reduce internal overhead costs and potentially provide a larger market for its services.
NOTE
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Although Beijing Clancy started business operation and had generated revenue for the YEAR ended July 31, 2021, the Company incurred
loss, an accumulated deficit and experienced negative cash flow from operations. These conditions raise substantial doubt about
the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Mr.
Meng, the major stockholder, Chief Executive Officer and sole director of Company, verbally has agreed to provide continued financial
support to the Company.
The
Companys business objective for the next twelve month and beyond such time will be to expand business operations and increase
revenue. The Company will focus on product management, digital marketing, refined user operations, performance optimization, after-sales
service, etc. to provide customers with more convenient and high- quality service experience.
The
Covid-19 pandemic presents novel challenges and a chaotic business environment globally. The duration and intensity of the impact
of the Covid-19 to business entities differ geographically. Covid-19 has a limited impact on the Companys activities since
Shanghai Clancy has no activities and Beijing Clancy operations are limited to Beijing, PRC. The impact on the Companys
result of operation and the financial statements was immaterial as of July 31, 2021.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PRESENTATION.
The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted
in the United States of America (US GAAP) and include the accounts of Clancy Corp. and its wholly owned subsidiaries.
All material intercompany balances and transactions have been eliminated in consolidation.
Fiscal
year end
The
Companys year end is July 31st.
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets
and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities
and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred
tax assets that, based on available evidence, are not expected to be realized.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity
recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance
with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the
performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the
performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less.
Because of short maturity of these investments, the carrying amounts approximate their fair values.
Concentration
of Credit Risk
The
Company is exposed to credit risk in the normal course of business, primarily related to cash and cash equivalents. A portion
of the Companys cash and cash equivalents are deposited with Industrial and Commercial Bank of China Limited and Pingan
Bank in the PRC, which is not insured or otherwise protected. The Company had deposits of $51,486 as of July 31, 2021. The
Company has not experienced any losses in such accounts in the PRC.
Leases
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets
and finance lease liabilities in the consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities recognized
at July 31, 2021 and 2020 based on the present value of lease payments over the lease term discounted using the rate implicit
in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based
on the information available at commencement date in determining the present value of lease payments. Lease expense for lease
payments is recognized on a straight-line basis over the lease term.
The
Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term leases.
Reporting
Currency and Translation
The
financial statements of the Companys foreign subsidiaries are measured using the local currency, Renminbi (RMB),
as the functional currency; whereas the functional currency of Clancy Corp. and reporting currency of the Company is the United
States dollar (USD or $).
The
Company has operations in China where the local currency of RMB is used to prepare the financial statements which are translated
into the Companys reporting currency, U.S. dollars. The local currency of RMB is the functional currency for the operations
outside the United States. Changes in the exchange rates between this currency and the Companys reporting currency, are
partially responsible for some of the periodic changes in the consolidated financial statements. Assets and liabilities of the
Companys foreign operations are translated into U.S. dollars at the spot rate in effect at the applicable reporting date.
Revenues and expenses of the Companys foreign operations are translated at the average exchange rate during the applicable
period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive
income (loss) in stockholders deficit. Realized and unrealized transaction gains and losses generated by transactions denominated
in a currency different from the functional currency of the applicable entity are recorded in general and administrative expense
in the period in which they occur. For the years ended July 31, July 31, 2021 and 2020 there were no realized or unrealized transaction
gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable
entities.
The
exchange rates used to translate amounts in RMB to USD for the purposes of preparing the consolidated financial statements were
as follows:
Schedule of exchange rates
|
|
July 31, 2021
|
|
|
July 31, 2020
|
|
Period end USD: RMB exchange rate
|
|
|
6.46
|
|
|
|
7.00
|
|
Average USD: RMB exchange rate
|
|
|
6.56
|
|
|
|
7.04
|
|
Foreign
Operations
All
of the Companys operations and assets are located in Beijing China. The Company may be adversely affected by possible political
or economic events in this country. The effect of these factors cannot be accurately predicted.
Contract
Liabilities
On
July 29, 2020, the Company entered into three-year service maintenance agreements with three customers. The three service maintenance
agreements total 1,188,000 RMB to be received over the three-year period. The contracts require three months of upfront payments
each quarter, totaling 99,000 RMB per quarter. The Companys performance obligation will be satisfied on a monthly basis
and the upfront payments will be recognized as revenue, pro rata on a monthly basis, over each fiscal quarter. For the year ended
July 31, 2021, the company recognized revenue of $45,248. Including revenues of $20,567 from related parties. There were no revenues
for the year ended July 31, 2020.
One
of the service maintenance agreements is with a company that is controlled by a supervising officer of Beijing Clancy and thus
is deemed to be a related party. The total value of this service maintenance agreement is 540,000 RMB, payable quarterly with
upfront quarterly payments of 45,000 RMB.
The
Company recently determined to re-focus is business strategy and direction. As a result, the Company has ceased its IT service
maintenance agreements with its customers effective April 30, 2021 and re-focused its business operations to business consulting
services to small and median sized businesses. Management believes their prior business experience will enable them to assist
small and medium sized companies improve their operating efficiencies.
The
Company will charge its clients based on their performance. Management believes the new business model will reduce internal overhead
costs and potentially provide a larger market for its services.
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic (loss) per
share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding
during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of
July 31, 2021, and 2020, there were no potentially dilutive equity instruments issued or outstanding.
Comprehensive
Income
The
Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220, Comprehensive
Income, in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that
includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.
The Company has one item of other comprehensive income, consisting of a foreign translation adjustment; however, the translation
adjustment was immaterial for the years ending July 31, 2021 and 2020.
Financial
Instruments
The
carrying value of the Companys short-term financial instruments, such as accounts payable and advances, approximates their
fair values because of their short maturities.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Recently
Adopted Accounting Pronouncements
In
February 2016, the FASB issued ASU NO. 2016-02 Leases (Topic 842) and subsequent related updates. The core
principle of Topic 842 is that the lessee should recognize the assets and liabilities that arise from the leases. The company
adopted the standard effective August 1, 2019 under the optional transition method which allows the entity to apply the new lease
standard at the adoption date and recognize a cumulative effect adjustment, if any, to the opening balance of retained earnings
in the period of adoption. The standard had a material impact on the balance sheet (see Note 4)
As
of July 31, 2021, there are no recently issued accounting standards not yet adopted which would have a material effect on the
Companys consolidated financial statements.
NOTE
4 – COMMITMENTS AND CONTINGENCIES
The
Company had entered into a one-year rental agreement for a $300 monthly fee, starting on September 1, 2016. Leased Premise with
the area of 40 square meters is located at str. Vizantiou 28, Strovolos, Lefkosia, Cyprus, 2006. This premise is used as a manufacturing
area. The Company extended the lease agreement until September 1, 2019. The Company paid $0 for rent for the year ended July
31, 2020. The lease terminated as of September 1, 2019.
On
October 19, 2017 the Company entered into a five-year rental agreement for a $540 monthly fee, starting on November 1, 2017. Leased
Premise with the area of 74 square meters is located at 8 Stasinou Ave, Lefkosia 1060, Nicosia, Cyprus. The Company paid $0 for
rent for the year ended July 31, 2021 and 2020.
Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease
standard at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1,
2019, using an estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses
which are considered to be non-lease components.
As
of August 1, 2019, the operating lease right-of-use asset and operating lease liability amounted to $17,951 with no cumulative-effect
adjustment to the opening balance of accumulated deficit.
On
May 26, 2020, the Company entered into a three-year rental agreement for a 32,000 RMB per month. The office is located on the second
floor of BYD 4S shop, No 56, Dongsihuan South Road, Chaoyang District, Beijing. In May 2020, the Company paid 480,000 RMB ($67,306)
including the first year rent of 384,000 RMB ($53,845) and three month rent of 96,000 RMB ($13,461) as the security deposit. In May
2021, the Company paid 384,000 RMB ($60,300) for the second year.
Due
to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease
standard at the adoption date, the Company has capitalized the present value of the minimum lease payments commencing August 1,
2019, using an estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses
which are considered to be non-lease components.
There
are no other material operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising
from short-term leases.
Future
minimum lease payments under the operating lease as of July 31, 2021 are:
Schedule of Future Minimum Lease Payment
|
|
|
|
|
2022
|
|
$
|
78,881
|
|
2023
|
|
|
1,620
|
|
2024
|
|
|
—
|
|
Total Lease payments
|
|
|
80,501
|
|
Less Imputed Interest
|
|
|
(4,560
|
)
|
Net Lease liability
|
|
$
|
75,940
|
|
Total
lease expense under operating leases for the year ended July 31, 2021 and 2020 were 65,921 and $8,947, respectively.
As
of July 31, 2021 and 2020, the total operating lease Right of Use assets were $112,515 and $155,602, respectively.
NOTE
5 – BUSINESS ADVANCES
During
the three months ended July 31, 2020, the Company made business advances totaling $81,324 to two unaffiliated parties. All advances
were repaid in the first quarter of fiscal year 2021
NOTE
6 – ADVANCES FROM RELATED PARTIES
Immediately
prior to June 28, 2019, the Companys then sole officer and director had a loan outstanding to the Company in the amount
of $23,334. This loan was unsecured, non-interest bearing and due on demand. As part of change of control transaction which occurred
on June 28, 2019, the outstanding balance was forgiven and written off. As a result, the balance due to this former officer and
director was $0 as of July 31, 2019. On that same date (June 28, 2019), the Company also assigned all assets and liabilities to
the former officer and director of the Company. In connection with this change of control, the Company ceased its business operations
and is now a shell company as defined under Rule 405 promulgated under the Securities Act of 1933, as amended. On
March 31, 2020, Mr. Meng purchased a controlling interest in the Company and was assigned the rights and interest to the advances
made to the company by the then former majority stockholder, Mr. Gaoyang Liu. Since the ownership change, Mr. Meng, the new officer
and director, has been funding the Companys operations. As of July 31, 2021 and 2020, the Company owed Mr. Meng $222,738
and $263,037, respectively. This loan is unsecured, non-interest bearing and due on demand.
NOTE
7 - RESEARCH AND DEVELOPMENT EXPENSE
As
of July 31, 2021, the Company fully expensed the cost of development of software prepaid to a third party in the amount of $41,135
due to termination of the service. The Company also incurred research and development costs internally. The total research and
development expense was $213,535 and 0 for the years ended July 31, 2021 and 2020, respectively.
NOTE
8 – GENERAL AND ADMINISTRATIVE EXPENSES (G&A)
The
general and administrative expenses contain the following:
Schedule of General
and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
For the year ended July 31,
|
|
Description
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Payroll and payroll tax expenses
|
|
$
|
54,278
|
|
|
|
|
|
Professional fees
|
|
|
32,859
|
|
|
|
61,044
|
|
Lease expenses
|
|
|
65,921
|
|
|
|
5,670
|
|
Other G&A
|
|
|
10,551
|
|
|
|
12,803
|
|
Total
|
|
$
|
163,608
|
|
|
$
|
79,517
|
|
NOTE
9 – INCOME TAXES
The
Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740, Income
Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current
period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an
entitys financial statements or tax returns. Deferred tax assets also include the prior years net operating losses
(NOL) carried forward. 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 the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available
positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
The
Company is subject to income taxes by entity on income arising in or derived from the tax jurisdiction in which each entity is
domiciled. The Companys PRC subsidiaries file their income tax returns online with PRC tax authorities. The Company
conducts all of its businesses through its subsidiaries and affiliated entities, principally in the PRC.
The
Companys US parent company was incorporated in the US and is subject to U.S. income tax rate of 21% and files U.S. federal
income tax return. As of July 31, 2021, the US entity had net operating loss carry forwards for income tax purpose of $106,708.
The NOL arising in tax years beginning after 2017 may reduce 80% of a taxpayers taxable income, and be carried forward
indefinitely (under the Tax Cuts and Jobs Act, effective for tax years beginning on or after January 1, 2018). However, the coronavirus
Aid, Relief and Economic Security Act (the CARES Act) issued in March 2020, provides tax relief to both corporate
and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising
in 2018, 2019 and 2020. The timing and manner in which the Company can utilize operating loss carryforwards in any year may be
limited by provisions of the Internal Revenue Code Section 382 regarding changes in ownership of corporations. Such limitation
may have an impact on the ultimate realization of its carryforwards and future tax deductions. The ultimate realization of
deferred tax assets is dependent upon the Companys future generation of taxable income during the periods in which temporary
differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of
all the information available, management believes that significant uncertainty exists with respect to future realization of the
deferred tax assets due to the Companys US parent companys limited operating history and continuous loss, and has
therefore established a full valuation allowance as of July 31, 2021.
The
Companys wholly owned Chinese subsidiary Shanghai Clancy is a wholly foreign-owned entity (WFOE). Shanghai
Clancy had no business activity from inception through July 31, 2020. The Companys second tier WOFE subsidiary, Beijing
Clancy, is subject to the reduced PRC income tax rate as follows as per Caishui (2019) No. 13 issued by General Administration
of Taxation, Ministry of Finance of PRC in January 2019: if the annual taxable income of small enterprises does not exceed RMB
1 million ($152,000), only 25% of such taxable income is required for paying the income tax at an income tax rate of 20% (equivalent
to 5% of the total taxable income); if the annual taxable income of small enterprises is between RMB 1 million ($152,000) and
RMB 3 million ($456,000), only 50% of such taxable income is required for paying the income tax at an income tax rate of 20% (equivalent
to 10% of the total taxable income). This tax-reduced policy is effective for the period from January 1, 2019 through December
31, 2021. Beijing Clancy did not have taxable income for year ending July 31, 2021. Tax losses of the operating subsidiaries of
the Company may be carried forward for five years in China.
As
of July 31, 2021, Beijing Clancy has $12,803 and $276,505 of NOL that expire in five years through 2025 and 2026, respectively.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
Companys future generation of taxable income during the periods in which temporary differences representing net future
deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning
strategies in making this assessment. After consideration of all the information available, management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets due to Beijing Clancys
limited operating history and has therefore established a full valuation allowance as of July 31, 2021.
The
following table reconciles the U.S. statutory rates to the Companys effective tax rate for the years ended July 31, 2021
and 2020:
Schedule of Effective
Income Tax Rates
Income
tax expense was $0 for the years ended July 31, 2021 and 2020. The provision for income tax expense (benefit) for the years ended
July 31, 2021 and 2020 consisted of the following:
Schedule of Components of Income tax expense
The
Companys net deferred tax asset as of July 31, 2020 and 2019 is as follows:
Schedule
of Deferred Tax Assets
NOTE
10 - SHARES ISSUED FOR EQUITY FINANCING
In
December 2020, the Company issued 150,000,000 shares of common stock of the Company to five individuals including the Companys
CEO, at $0.002 per share. The Company received proceeds of $300,000 from this private placement. As of July 31, 2021 and July
31, 2020, the shares out issued and outstanding were 153,105,464 and 3,105,250, respectively.
NOTE
11 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission,
the date the financial statements were available to be issued. Management is not aware of any reportable events that occurred
subsequent to the balance sheet date up to the date of filing this report.