GOLDEN
STAR RESOURCE CORP.
CONDENSED
INTERIM BALANCE SHEETS
(Stated
in U.S. Dollars)
(Unaudited)
|
|
|
March 31, 2020
|
|
|
June 30, 2019
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
16
|
|
|
$
|
16
|
|
|
Prepaid fees
|
|
|
5,416
|
|
|
|
2,167
|
|
|
TOTAL ASSETS
|
|
|
5,432
|
|
|
|
2,183
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Accounts payables and accrued liabilities
|
|
$
|
187,671
|
|
|
$
|
182,436
|
|
|
Loan payable (Note 7)
|
|
|
201,558
|
|
|
|
201,558
|
|
|
Due to related parties (Note 6)
|
|
|
236,322
|
|
|
|
211,541
|
|
|
TOTAL LIABILITIES
|
|
|
625,551
|
|
|
|
595,535
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ (DEFICIENCY) EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock (Note 5)
|
|
|
|
|
|
|
|
|
|
Authorized:
|
|
|
|
|
|
|
|
|
|
100,000,000 voting common shares with a par value of $0.00001 per share
|
|
|
|
|
|
|
|
|
|
100,000,000 preferred shares with a par value of $0.00001 per share; none issued
|
|
|
|
|
|
|
|
|
|
Issued:
|
|
|
|
|
|
|
|
|
|
7,070,000 common shares
|
|
$
|
70
|
|
|
$
|
70
|
|
|
Additional paid in capital
|
|
|
106,990
|
|
|
|
106,990
|
|
|
Deficit accumulated during the exploration stage
|
|
|
(727,179
|
)
|
|
|
(700,412
|
)
|
|
|
|
|
(620,119
|
)
|
|
|
(593,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
|
|
$
|
5,432
|
|
|
$
|
2,183
|
|
Nature
of operations and going concern (Note 1)
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
CONDENSED
INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated
in U.S. Dollars)
(Unaudited)
|
|
|
THREE MONTHS ENDED
|
|
|
NINE MONTHS ENDED
|
|
|
|
|
MARCH 31,
|
|
|
MARCH 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange loss (gain)
|
|
$
|
2
|
|
|
$
|
-
|
|
|
$
|
(104
|
)
|
|
$
|
-
|
|
|
Bank fees
|
|
|
13
|
|
|
|
16
|
|
|
|
40
|
|
|
|
39
|
|
|
Professional fees
|
|
|
1,208
|
|
|
|
1,294
|
|
|
|
11,185
|
|
|
|
11,349
|
|
|
Office expenses
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
3,076
|
|
|
|
3,000
|
|
|
Transfer and filing fees
|
|
|
4,180
|
|
|
|
4,047
|
|
|
|
12,570
|
|
|
|
12,200
|
|
|
|
|
|
6,403
|
|
|
|
6,357
|
|
|
|
26,767
|
|
|
|
26,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss and Comprehensive Loss
|
|
$
|
(6,403
|
)
|
|
$
|
(6,357
|
)
|
|
$
|
(26,767
|
)
|
|
$
|
(26,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and fully diluted loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
7,070,000
|
|
|
|
7,070,000
|
|
|
|
7,070,000
|
|
|
|
7,070,000
|
|
The
accompanying notes are an integral part of these interim financial statements
|
GOLDEN
STAR RESOURCE CORP.
CONDENSED
INTERIM STATEMENTS OF CASH FLOWS
(Stated
in U.S. Dollars)
(Unaudited)
|
|
|
|
NINE MONTHS ENDED
|
|
|
|
|
MARCH 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(26,767
|
)
|
|
$
|
(26,588
|
)
|
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
(3,249
|
)
|
|
|
(3,250
|
)
|
|
Accounts payables and accrued liabilities
|
|
|
5,235
|
|
|
|
2,934
|
|
|
Net Cash Used in Operating Activities
|
|
|
(24,781
|
)
|
|
|
(26,904
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
Due to related parties
|
|
|
24,781
|
|
|
|
26,939
|
|
|
Net Cash Provided by Financing Activities
|
|
|
24,781
|
|
|
|
26,939
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash increase (decrease) in the period
|
|
|
-
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
16
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
16
|
|
|
$
|
40
|
|
The accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
CONDENSED
INTERIM STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Stated
in U.S. Dollars)
FOR
THE PERIOD ENDED MARCH 31, 2020
(Unaudited)
|
|
|
NUMBER OF
COMMON SHARES
|
|
|
PAR
VALUE
|
|
|
ADDITIONAL
PAID-IN
CAPITAL
|
|
|
DEFICIT
ACCUMULATED
DURING THE
PERIOD
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2018
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(667,520
|
)
|
|
$
|
(560,460
|
)
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,588
|
)
|
|
|
(26,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2019
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(694,108
|
)
|
|
$
|
(587,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2019
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(700,412
|
)
|
|
$
|
(593,352
|
)
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,767
|
)
|
|
|
(26,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2020
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(727,179
|
)
|
|
$
|
(620,119
|
)
|
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
MARCH
31, 2020
(Stated
in U.S. Dollars)
(Unaudited)
Organization
The
Company was incorporated in the State of Nevada, U.S.A. on April 21, 2006.
Exploration
Stage Activities
The
Company has been in the exploration stage since its formation and is primarily engaged in the acquisition and exploration of mining
claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and
enter a development stage. Currently, the Company is actively looking for mineral properties for its planned business operation.
Going
Concern
The
general business strategy of the Company is to acquire and explore mineral properties. The continued operations of the Company
and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves,
the ability of the Company to obtain necessary financing to complete the development of its properties, and upon future profitable
production. The Company has not generated any revenues or completed development of any properties to date. Further, the Company
has a working capital deficit of $620,119 (June 30, 2019 - $593,352), has incurred losses of $727,179 since inception, and further
significant losses are expected to be incurred in the exploration and development of its mineral properties. The Company will
require additional funds to meet its obligations and maintain its operations. There can be no guarantee that the Company will
be successful in raising the necessary financing. Management’s plans in this regard are to raise equity financing as required.
These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed interim financial
statements do not include any adjustments that might result from this uncertainty.
The
accompanying condensed interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles
(“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S
Securities and Exchange Commission (“SEC”) for interim financial information. The condensed interim financial statements
reflect all normal recurring adjustments, which, in the portion of management, are considered necessary for a fair presentation
of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the
results expected for any future period. The information included in these condensed interim financial statements should be read
in conjunction with Management’s Discussion and Analysis and the audited financial statements and accompanying notes filed
in Form 10-K for the year ended June 30, 2019 filed on September 27, 2019 with the U.S. Securities and Exchange Commission.
|
3.
|
RECENT
ADOPTED AND FUTURE ACCOUNTING STANDARD
|
RECENT
ADOPTED ACCOUNTING STANDARD
The
following accounting standards were adopted by the Company effective July 1, 2019:
In
May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.
This update provided clarity and reduced both diversity in practice and cost and complexity when applying the guidance in Topic
718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award.
In
August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash
Payments. The new guidance reduced diversity in practice in how certain transactions are classified in the statement of cash flows.
In
January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which
includes amendments to address aspects of recognition, measurement, presentation, and disclosure.
In
January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments
clarified the definition of a business. The amendments affect all companies that must determine whether they have acquired or
sold a business.
In
July 2017, the FASB issued ASU 2017-11”Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480);
Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II)
Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain
Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows
companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is
considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with
down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value
of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding
financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income
available to Common Stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features
containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be
amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within
those fiscal years. Early adoption is permitted.
|
3.
|
RECENT
ADOPTED AND FUTURE ACCOUNTING STANDARD (CONTINUED)
|
RECENT
ADOPTED ACCOUNTING STANDARD (continued)
In
June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting. These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes
share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently,
the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic
505-50, Equity—Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December
15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s
adoption date of Topic 606, Revenue from Contracts with Customers.
In
February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases.”
Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, “Leases.” Under
Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced
disclosures. Leases will continue to be classified as either finance or operating.
In
July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic
842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic
842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective
for use for fiscal years beginning after December 15, 2018.
The
adoption of the standards above has no impact on the Company’s financial statements.
RECENT
ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED
In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure
Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and
weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description
of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the
initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective
date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of
ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date.
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flow statements.
|
4.
|
MINERAL
CLAIM INTEREST
|
On
August 15, 2013, the Company entered into a Quitclaim Deed (the “Deed”) with Kee Nez Resources, LLC (“Grantor”),
a Utah limited liability company. Pursuant to the Deed, the Grantor, in consideration of $10 and other valuable consideration,
remise, release, and forever quitclaim unto the Company all of Grantor’s right, title, and interest in and to the GSR group
of unpatented lode mining claims situated in Churchill Country, Nevada. As a result, the Company has obtained title to the GSR
claims in August 2013.
The
Company did not incur further expenditures on the property during the period ended
March 31, 2020 (June 30, 2019: $nil) due to lack of cash. The value of mineral property was written off in prior years.
|
|
a)
|
On
April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two founding shareholders.
|
|
|
|
|
|
|
b)
|
On
March 28, 2007, the Company closed its public offering and issued additional 1,070,000 common shares at $0.10.
|
|
|
|
|
|
|
c)
|
The
Company has not issued any shares during the period ended March 31, 2020 and June 30, 2019 and it has no stock option plan,
warrants or other dilutive securities.
|
|
6.
|
DUE
TO RELATED PARTIES
|
As
of March 31, 2020, due to related parties balance of $236,322 (June 30, 2019: $211,541) represents the combination of the following:
|
|
a)
|
$54,959
(June 30, 2019: $54,959) owed to a company controlled by a former director and principal shareholder of the Company, for the
amount of office, transfer agent and travel expenses paid by the related party on behalf of the Company. The amount is unsecured,
non-interest bearing and due on demand;
|
|
|
|
|
|
|
b)
|
$28,000
(June 30, 2019: $28,000) owed to a director of the Company, for the amount of office, travel and telephone expenses paid by
the related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
|
|
|
|
|
|
|
c)
|
$153,363(June
30, 2019: $128,582) was payable to a principal shareholder’s company, for the operating expenses paid by the related
party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand.
|
Loan
payable was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.
GOLDEN
STAR RESOURCE CORPORATION
MANAGEMENT
DISCUSSION & ANALYSIS
For
the Period Ended
MARCH
31, 2020
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This
section of the quarterly report includes a number of forward-looking statements that reflect our current views with respect to
future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical
results or our predictions.
Plan
of Operation
We
are a start-up, exploration Stage Corporation and have not yet generated or realized any revenues from our business operations.
There
is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated any revenues and do not anticipate generating any revenues until we begin
removing and selling minerals. There is no assurance we will ever achieve these goals. Accordingly, we must raise cash from sources
other than the sale of minerals in order to implement our project and stay in business. Our only other source for cash at this
time is investments by others.
Our
exploration target is to find a mineralized material, specifically, an ore body containing gold. Our success depends upon finding
mineralized material. This includes a determination by our consultant that the property contains reserves. We have not yet selected
a consultant. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground
sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material
or if it is not economically feasible to remove it, we will cease operations and you will lose your investment.
In
addition, we may not have enough money to complete the acquisition and exploration of a property. If it turns out that we have
not raised enough money to complete our acquisition we will try to raise additional funds from a second public offering, a private
placement or through loans. At the present time, we have not made any plans to raise additional money and there is no assurance
that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to
suspend or cease operations.
Research
& Development
As
an exploration stage company in the mining industry we are not involved in any research and development.
Effects
of Compliance with Environmental Laws
As
a company in the mining industry we are subject to numerous environmental laws and regulations. We strive to comply with all applicable
environmental, health and safety laws and regulations are currently taking the steps indicated above. We believe that our operations
are in compliance with all applicable laws and regulations on environmental matters. These laws and regulations, on federal, state
and local levels, are evolving and frequently modified and we cannot predict accurately the effect, if any, they will have on
its business in the future. In many instances, the regulations have not been finalized, or are frequently being modified. Even
where regulations have been adopted, they are subject to varying and contradicting interpretations and implementation. In some
cases, compliance can only be achieved by capital expenditure and we cannot accurately predict what capital expenditures, if any,
may be required.
Limited
Operating History; Need for Additional Capital
There
is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage
corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations.
Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources,
possible delays in the acquisition and exploration of our properties, and possible cost overruns due to price increases in services.
To
become profitable and competitive, we need to identify a property and conduct research and explore our property before we start
production of any minerals we may find. If we do find mineralized material, we will need additional funding to move beyond the
research and exploration stage. We have no assurance that future financing will be available to us on acceptable terms. If financing
is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.
Liquidity
and Capital Resources
We
have completed our public offering as of March 28, 2007 and to date have raised $107,060, we will attempt to raise additional
money through a subsequent private placement, public offering or through loans.
Currently,
we do not have sufficient funds for our intended business operation. One of our officers and directors, has agreed in financing
the related operating expenditures to maintain the Company. The foregoing agreement is oral; we have nothing in writing. While
it was agreed to advance the funds, the agreement is unenforceable as a matter of law because no consideration was given. At the
present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t raise it,
we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in
this paragraph, we have no other financing plans.
Since
inception, we have issued 7,070,000 shares of our common stock and received $107,060.
In
April 2006, we issued 3,000,000 shares of common stock to a former officer and director, in consideration of $30 and we issued
3,000,000 shares of common stock to one of our officers and directors in consideration of $30 pursuant to the exemption from registration
contained in Regulation S of the Securities Act of 1993.
We
issued 1,070,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities
Act of 1933. This was accounted for as a purchase of shares of common stock.
As
of March 31, 2020, due to related parties balance of $236,322 (June 30, 2019: $211,541) represents the combination of the following:
$54,959
(June 30, 2019: $54,959) owed to a company controlled by a former director and principal shareholder of the Company, for the amount
of office, transfer agent and travel expenses paid by the related party on behalf of the Company. The amount is unsecured,
non-interest bearing and due on demand.
$28,000
(June 30, 2019: $28,000) owed to a director of the Company, for the amount of office, travel and telephone expenses paid by the
related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
$153,363
(June 30, 2019: $128,582) was payable to a principal shareholder’s company, for the operating expenses paid by the related
party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand.
Loan
payable consists of the following:
$201,558
(June 30, 2019: $201,558) was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.
Where
you can find more information
You
are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time
to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports
on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s
Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to
the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its
website http://www.sec.gov.