The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology, such as "anticipate," "believe," "expect," "plan," "intend," "seek," "estimate," "project," "could," or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the readers that any such forward-looking statements contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors, some of which are described in this report and some of which are discussed in our other filings with the Securities and Exchange Commission (the "SEC"). These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward-looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

Business Overview & Recent Developments

We are principally engaged in the development, manufacture and marketing of pharmaceutical products for human use in connection with a variety of high-incidence and high-mortality diseases and medical conditions prevalent in the People's Republic of China (the "PRC"). All of our operations are conducted in the PRC, where our manufacturing facilities are located. We manufacture pharmaceutical products in the form of dry powder injectables, liquid injectables, tablets, capsules, and cephalosporin oral solutions. The majority of our pharmaceutical products are sold on a prescription basis and all of them have been approved for at least one or more therapeutic indications by the National Medical Products Administration (the "NMPA", formerly China Food and Drug Administration, or CFDA) based upon demonstrated safety and efficacy.

China's consistency evaluation of generic drugs continues to proceed in the first six months ended June 30, 2022. The supporting policies from central and provincial governments are constantly issued, including polices regarding consistency evaluation for injectable products. We have always taken the task of promoting the consistency evaluation as our top priority, and worked on them actively. However, due to the continuous dynamic changes of the detailed policies, future market, expected investment, and return of investment ("ROI") for each drug's consistency evaluation, entities in the whole industry, including us, have been making slow progresses in terms of the consistency evaluation. We have a product that passed biological equivalents experiments of consistency evaluation in March 2021. We have submitted application documents to NMPA at the end of 2021, and we passed the clinical verification of the drug by NMPA in June 2022.





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We have taken a more cautious and flexible attitude towards initiating and progressing any project for existing products' consistency evaluation to cope with the changing macro environment of drug sales in China. Since "4 + 7" (refers to 11 selected pilot cities, including 4 municipalities and 7 other cities) trial Centralized Procurement ("CP") activities initiated in 2018, seven rounds of CP activities have been carried out by July 2022, which significantly reduced the price of the drugs that won the bids. In addition, the consistency evaluation has been adopted as one of the qualification standards for participating in the CP activities. As a result, we need to balance at least the two factors above (namely, the investment of financial resources and time to obtain the qualification of CP, and the sharp decline in the price of drugs included in CP) before making decisions for any products.

In addition, we continue to explore the field of comprehensive healthcare. Comprehensive healthcare is a general concept proposed according to the development of the times, social needs and changes in disease spectrum. According to the Outline of "Healthy China 2030" issued by Chinese government in October 2016, the total size of China's health service industry will reach RMB 16 trillion (approximately 2.5 trillion) by 2030. This industry focuses on people's daily life, aging and disease, pays attention to all kinds of risk factors and misunderstandings affecting health, calls for self-health management, and advocates the comprehensive care throughout the entire process of life. It covers all kinds of health-related information, products and services, as well as actions taken by various organizations to meet the health needs. We launched Noni enzyme, a natural, Xeronine-rich antioxidant food supplement at the end of 2018. We also launched wash-free sanitizers and masks in 2020 to address the market needs caused by COVID-19 in China. With the impact of COVID-19 continuing, masks and sanitizers have become long-time anti-epidemic materials. We have sufficient production capacity for medical masks, surgical masks and KN95 masks, which meets the personal needs for protection against the epidemic outbreak.

We will continue to optimize our product structure and actively respond to the current health needs of human beings.





Market Trends


As a generic drug company, we are presented with a huge domestic market. We believe that through further upgrades and better conformity with Chinese consistency evaluations based on European and American production standards, we will be able to export our products to overseas markets. In China's market, we believe that in the future, cost management and control ability will gradually become an important factor in determining the competitiveness of generic pharmaceutical enterprises. Although price control leads to a decline in the profitability, the CP's winning enterprise has a good chance of achieving price-for-volume to increase its market share and support its continuous innovation transformation. On a separate note, consumption upgrading in China drives the increase of optional consumption. With the improvement of residents' quality of life, the healthcare demand is also changing. We believe that there is a large number of unmet demands in comprehensive healthcare and Internet healthcare sectors.

In addition, the Office of the State Council issued "Pilot Plan for Marketing Authorization Holders" on May 24, 2016, allowing eligible drug research and development institutions and scientific researchers to become Marketing Authorization Holders ("MAH") by obtaining drug marketing authorization and drug approval numbers from the State Council. This policy uses a management model of separating drug marketing authorization and drug production licenses, thereby allowing an MAH to produce pharmaceuticals themselves or to consign production to other pharmaceutical manufacturers. This policy not only transits China's production practices to meet the European and United States standards by separating drug approval and production qualifications, thereby changing the existing model of bundling drug approval numbers to pharmaceutical manufacturers in China, but also serves as a supplement to the ongoing consistency evaluations policy.

In general, demand for pharmaceutical products is still experiencing steady growth in China. We believe the ongoing generic drug consistency evaluations and reform of China's drug production registration and review policies will have major effects on the future development of our industry and may change its business patterns. We will continue to actively adapt to the national policy guidance and further evaluate market conditions for our existing products, then adjust and compete in the market in order to optimize our development strategy.





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Results of Operations for the three months ended June 30, 2022





Revenue


Revenue decreased by 33.2% to $1.6 million for the three months ended June 30, 2022, as compared to $2.4 million for the three months ended June 30, 2021. This decrease was mainly due to the decline in the sales price of our main products caused by the promotion of China's drug Centralized Procurement policy, as well as the negative impact on drug sales triggered by quarantine, lagged logistics and transportation, and drug-sales-control polices caused by the scattered outbreak COVID-19 in the second quarter of 2022 in China.

Set forth below are our revenues by product category in millions (USD) for the three months ended June 30, 2022 and 2021:





                                        Three Months Ended
                                             June 30,
Product Category                        2022           2021       Net Change   % Change
CNS Cerebral & Cardio Vascular             0.55          0.89          -0.34        -38 %
Anti-Viral/ Infection & Respiratory        0.69          1.10          -0.41        -37 %
Digestive Diseases                         0.11          0.09           0.02         22 %
Others                                     0.27          0.33          -0.06        -18 %



The most significant revenue decrease in terms of dollar amount was in our "Anti-Viral/ Infection & Respiratory" product category, which generated $0.69 million in sales revenue in the three months ended June 30, 2022 compared to $1.10 million for the same period a year ago, which is a decrease of $0.41 million. This decrease was mainly due to the decrease in sales of Cefaclor Dispersible Tablet, which was caused by the price and sales volume pressure from Centralized Procurement on this products.

Sales in "CNS Cerebral & Cardio Vascular" product category generated $0.55 million in sales revenue in the three months ended June 30, 2022 compared to $0.89 million for the same period a year ago, which is a decrease of $0.34 million. This decrease was mainly due to the decrease in sales of Alginic Sodium Diester Injection, which was caused by market volatility.

Our "Others" product category generated $0.27 million in sales revenue in the three months ended June 30, 2022, compared to $0.33 million in the same period in 2021. This decrease was mainly due to the decrease in sales of Vitamin B6 for injection, which was caused by market volatility.

Our "Digestive Diseases" product category sales was $0.11 million in the three months ended June 30, 2022, as compared to $0.09 million for the same period in 2021, the increase was mainly due to the increase in sales of Tiopronin that was caused by market volatility.





                                         Three Months Ended
                                              June 30,
Product Category                        2022             2021
CNS Cerebral & Cardio Vascular               34 %           37 %
Anti-Viral/ Infection & Respiratory          43 %           45 %
Digestive Diseases                            7 %            4 %
Others                                       16 %           14 %



For the three months ended June 30, 2022, revenue breakdown by product category showed certain changes to that of the same period in 2021. Sales of the "Anti-Viral/Infection & Respiratory" products category represented 43% and 45% of total sales in the three months ended June 30, 2022 and 2021, respectively. The "CNS Cerebral & Cardio Vascular" product category represented 34% and 37% of total revenue in the three months ended June 30, 2022 and 2021, respectively. The "Others" product category represented 16% and 14% of revenues in the three months ended June 30, 2022 and 2021, respectively. The "Digestive Diseases" product category represented 7% and 4% of total revenue in the three months ended June 30, 2022 and 2021, respectively.





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Cost of Revenue


For the three months ended June 30, 2022, our cost of revenue was $1.8 million, or 114.2% of total revenue, while cost of revenue was $2.4 million, or 97.1% of total revenue, for the same period in 2021. The increase in the proportion of cost to revenue in this quarter was mainly due to the fact that the amount of fixed cost does not decrease with the decline of revenue.

Gross Profit (Loss) and Gross Margin

Gross loss for the three months ended June 30, 2022 was $0.23 million, as compared to a gross profit of $0.07 million during the same period in 2021. For the three months ended June 30, 2022, we had a gross loss margin of 14.2% as compared to a gross profit margin of 2.9% during the same period in 2021.





Selling Expenses


Our selling expenses for the three months ended June 30, 2022 and 2021 were $0.27 million and $0.45 million, respectively. Selling expenses accounted for 16.5% of the total revenue in the three months ended June 30, 2022, as compared to 18.4% during the same period in 2021. As a result of the adjustment of many policies of healthcare reform, we had reduced the number of personnel and expenses to efficiently support our sales and the collection of accounts receivable.

General and Administrative Expenses

Our general and administrative expenses were $0.27 million and $0.33 million for the three months ended June 30, 2022 and 2021, respectively. It accounted for 16.9% and 13.7% of our total revenues in the three months ended June 30, 2022 and 2021, respectively.

Research and Development Expenses

Our research and development expenses for the three months ended June 30, 2022 were $0.02 million, as compared to $0.05 million in the same period in 2021. Research and development expenses accounted for 0.9% and 2.2% of our total revenues in the three months ended June 30, 2022 and 2021, respectively. These expenditures were mainly for the consistency evaluations of our existing products.





Bad Debt (Benefit)



Our bad debt benefit was $4,358 for the three months ended June 30, 2022, and $4,744 for the three months ended June 30, 2021.

In general, our normal customer credit or payment terms are 180 days. This has not changed in recent years. Due to the peculiar environment affecting the Chinese pharmaceutical market, deferred payments to pharmaceutical companies by state-owned hospitals and local medicine distributors are common.

The amount of accounts receivable that was past due (or the amount of accounts receivable that was more than 180 days old) was $0.05 million and $0.11 million as of June 30, 2022 and December 31, 2021, respectively.





The following table illustrates our accounts receivable aging distribution in
terms of percentage of total accounts receivable as of June 30, 2022 and
December 31, 2021:



                 June 30,       December 31,
                   2022             2021
1 - 180 Days          1.51 %             2.68 %
180 - 360 Days        0.29 %             0.17 %
360 - 720 Days        0.10 %             0.41 %
> 720 Days           98.10 %            96.74 %
Total               100.00 %           100.00 %



Our bad debt allowance estimate practice is that we consider accounts receivable balances aged within 180 days current, except for any individual uncollectible account assessed by management. We account for the following respective percentage as bad debt allowance based on age of the accounts receivables: 10% of accounts receivable that is between 180 days and 365 days old, 70% of accounts receivable that is between 365 days and 720 days old, and 100% of accounts receivable that is greater than 720 days old.





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We recognize bad debt expenses per actual write-offs as well as changes of allowance for doubtful accounts. To the extent that our current allowance for doubtful accounts is higher than that of the previous period, we recognize a bad debt expense for the difference during the current period, and when the current allowance is lower than that of the previous period, we recognize a bad debt credit for the difference. The allowance for doubtful account balances were $17.4 million and $18.2 million as of June 30, 2022 and December 31, 2021, respectively. The changes in the allowances for doubtful accounts during the three months ended June 30, 2022 and 2021 were as follows:





                                            For the Three Months Ended
                                                     June 30,
                                               2022              2021
Balance, Beginning of Period                  18,384,642     $ 18,013,339
Bad debt expense (benefits)                       (4,358 )         (4,744 )
Foreign currency translation adjustment         (995,400 )        308,395
Balance, End of Period                        17,384,884     $ 18,316,990




Loss from Operations


Our operating loss for the three months ended June 30, 2022 was $0.78 million, compared to an operating loss of $0.75 million during the same period in 2021.





Net Interest Expense


Net interest expense for the three months ended June 30, 2022 was $0.11 million, as compared to $0.07 million for the same period in 2021.





Net Loss


Net Loss for the three months ended June 30, 2022 was $0.89 million, as compared to a net loss of $0.82 million for the same period a year ago. The increase in net loss was mainly the result of decreased revenue and increased cost in this period.

Loss per basic and diluted common share were both $0.02 for the three months ended June 30, 2022 and 2021, respectively.

The number of basic and diluted weighted-average outstanding shares used to calculate loss per share was 48,488,671 and 45,579,557 for the three months ended June 30, 2022 and 2021.

Results of operations for the six months ended June 30, 2022





Revenue


Revenue was $3.2 million and $4.8 million for the six months ended June 30, 2022 and 2021, respectively. This decrease was mainly due to the decline in the sales price of our main products caused by the promotion of China's drug Centralized Procurement policy, as well as the negative impact on drug sales triggered by quarantine, lagged logistics and transportation, and drug-sales-control polices caused by the scattered outbreak COVID-19 in the first half of 2022 in China.





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Set forth below are our revenues by product category in millions (USD) for the six months ended June 30, 2022 and 2021, respectively:





                                        Six Months Ended
                                            June 30,
Product Category                        2022          2021       Net Change      % Change
CNS Cerebral & Cardio Vascular             0.84        1.39            -0.55           -40 %
Anti-Viral/ Infection & Respiratory        1.74        2.59            -0.85           -33 %
Digestive Diseases                         0.17        0.17             0.00             2 %
Others                                     0.47        0.62            -0.15           -24 %



The most significant revenue decrease in terms of dollar amount was our "Anti-Viral/ Infection & Respiratory" product category, which generated $1.74 million in sales revenue in the six months ended June 30, 2022 compared to $2.59 million in the same period a year ago, represented a decrease of $0.85 million that was mainly caused by the decrease in sales of Cefaclor Dispersible Tablets.

Sales of our "CNS Cerebral & Cardio Vascular" was $0.84 million in sales revenue in the six months ended June 30, 2022, compared to $1.39 million in the same period a year ago, which represented a decrease of $0.55 million. This decrease was mainly due to sales decrease of Alginic Sodium Diester Injection.

Sales of "Others" product category generated $0.47 million and $0.62 million in sales revenue in the six months ended June 30, 2022 and 2021, respectively. The decrease was mainly caused by the decrease in sales of Vitamin B6.

Sales of our "Digestive Diseases" product category generated $0.17 million in each of the six months ended June 30, 2022 and 2021, respectively.





                                        Six Months Ended
                                            June 30,
Product Category                       2022          2021
CNS Cerebral & Cardio Vascular             26 %          29 %
Anti-Viral/ Infection & Respiratory        54 %          54 %
Digestive Diseases                          5 %           4 %
Other                                      15 %          13 %



For the six months ended June 30, 2022, revenue breakdown by product category remained similar to that of the same period in 2021. Sales of the "Anti-Viral/Infection & Respiratory" products category represented both 54% of total sales in the six months ended June 30, 2022 and 2021. The "CNS Cerebral & Cardio Vascular" category represented 26% and 29% of total revenue in the six months ended June 30, 2022 and 2021, respectively. The "Others" category represented 15% and 13% of revenues in the six months ended June 30, 2022 and 2021, respectively. And the "Digestive Diseases" category represented 5% and 4% of total revenue in the six months ended June 30, 2022 and 2021, respectively.





Cost of Revenue


For the six months ended June 30, 2022, our cost of revenue was $3.6 million, or 112.4% of total revenue, comparing to $4.4 million, or 92.8% of total revenue, in the same period in 2021. The increase in the proportion of cost to revenue in this period was mainly due to the fact that the amount of fixed cost does not decrease with the decline of revenue.

Gross Profit (Loss) and Gross Margin

Gross loss for the six months ended June 30, 2022 was $0.4 million, compared to $0.3 million in the same period in 2021. Our gross loss margin in the six months ended June 30, 2022 was 12.4% compared to a gross profit margin of 7.2% in the same period in 2021.





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Selling Expenses


Our selling expenses for the six months ended June 30, 2022 and 2021 were $0.4 million and $0.8 million, respectively. Selling expenses accounted for 13.9% of the total revenue in the six months ended June 30, 2022 compared to 17.3% in the same period in 2021.

General and Administrative Expenses

Our general and administrative expenses for the six months ended June 30, 2022 were $0.8 million, as compared to $0.7 million in the same period in 2021. Our general and administrative expenses accounted for 24.5% and 15.5% of our total revenues in the six months ended June 30, 2022 and 2021, respectively.

Research and Development Expenses

Our research and development expenses for the six months ended June 30, 2022 and 2021 were $0.07 million and $0.24 million, respectively. The decrease in research and development costs is mainly due to the fact that most of the consistency evaluation of our key product, Candesartan, was completed at the end of last year.





Bad Debt Benefit



Our bad debt benefit was $9,879 for the six months ended June 30, 2022, and $12,965 for the six months ended June 30, 2021.

The changes in the allowances for doubtful accounts during the six months ended June 30, 2022 and 2021 were as follows:





                                            For the Six Months Ended
                                                    June 30,
                                              2022             2021
Balance, Beginning of Period              $ 18,312,707     $ 18,150,493
Bad debt expense (benefits)                     (9,879 )        (12,965 )
Foreign currency translation adjustment       (917,944 )        179,462
Balance, End of Period                    $ 17,384,884     $ 18,316,990




Loss from Operations


Our operating loss for the six months ended June 30, 2022 was $1.7 million, compared to $1.4 million in the same period in 2021.





Net Interest Expense


Net interest expense for the six months ended June 30, 2022 was $0.23 million, compared to $0.14 million for the same period in 2021.





Net Loss


Net loss for the six months ended June 30, 2022 was $1.9 million, as compared to net loss of $1.6 million for the six months ended June 30, 2021. The decrease of net loss was mainly a result of decreased revenue and increased cost in this period.

For the six months ended June 30, 2022, loss per basic and diluted common share was $0.04, compared to loss per basic and diluted common share of $0.03 for the six months ended June 30, 2021.

The number of basic and diluted weighted-average outstanding shares used to calculate loss per share was 47,931,487 for the six months ended June 30, 2022, and 45,579,557 for the six months ended June 30, 2021.

Liquidity and Capital Resources

Our principal source of liquidity is cash generated from operations, bank lines of credit and the Convertible Note Payable. Currently the Company has not witnessed or expected to encounter any difficulties to refinance those line of credit this year. In addition to the aggregated advance of $1,425,123 from our CEO as of December 31,2021, we received some temporary advances from and made several repayments to her in the three months ended June 30, 2022. As of June 30, 2022, the aggregated advance from our CEO was $1,147,252 for use in operations. Our cash and cash equivalents were $2.2 million, representing 12.5% of our total assets, as of June 30, 2022, as compared to $4.9 million, representing 21.5% of our total assets as of December 31, 2021. All of the $2.2 million of cash and cash equivalents as of June 30, 2022 are considered to be reinvested indefinitely in the Company's Chinese subsidiary, Helpson and are not expected to be available for payment of dividends or for other payments to its parent company or to its shareholders.

The Company obtained various lines of credit in details described under Note 7 to its condensed consolidated financial statements contained in this report which is incorporated by reference herein.





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The Company issued a convertible note to an institutional accredited investor as disclosed in Note 8 to the condensed consolidated financial statements contained in this report which is incorporated by reference herein.

Although the Company obtained the convertible note and additional lines of credit in 2021, there can be no assurance that the Company will be able to achieve its future strategic goal to accelerate the launch of nutrition products. This raises substantial doubt about the Company's ability to continue as a going concern. Although our Chairperson and Chief Executive Officer had advanced funds for working capital during the year ended December 31, 2021, there can be no assurances that this will be the case in the future. We may seek additional debt or equity financing as necessary when we believe the market conditions are the most advantageous to us and/or require us to reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. There can be no assurance that any additional financing will be available on acceptable terms, if at all.





Operating Activities


Net cash used by operating activities was $1.2 million in the six months ended June 30, 2022, compared to net cash flow of $0.4 million generated in operating activities in the same period in 2021.

As of June 30, 2022, our net accounts receivable was $0.3 million, compared to $0.7 million as of December 31, 2021.

Total inventory was $3.5 million and $3.3 million as of June 30, 2022 and December 31, 2021, respectively.





Investing Activities


There was $0.18 million cash flow under investing activities during the six months ended June 30, 2022, compared to $ 0.02 million for the same period in 2021. Investing activities in the first half of 2022 was mainly for the purchase of equipment.





Financing Activities



Cash flow used in financing activities was $1.13 million in the six months ended June 30, 2022; compared to $0.40 million cash generated in the same period in 2021. The financing activities cash flow used in this period was mainly for the repayment of loans.

According to relevant PRC laws, companies registered in the PRC, including our PRC subsidiary, Helpson, are required to allocate at least ten percent (10%) of their after-tax net income, as determined under the accounting standards and regulations in the PRC, to statutory surplus reserve accounts until the reserve account balances reach fifty percent (50%) of the companies' registered capital prior to their remittance of funds out of the PRC. Allocations to these reserves and funds can only be used for specific purposes and are not transferrable to the parent company in the form of loans, advances or cash dividends. As of June 30, 2022, and December 31, 2021, Helpson's net assets totaled $1,511,000 and $3,447,000, respectively. Due to the restriction on dividend distribution to overseas shareholders, the amount of Helpson's net assets that was designated for general and statutory capital reserves, and thus could not be transferred to our parent company as cash dividends, was 50% of Helpson's registered capital, which is both $8,145,000 as of June 30, 2022 and December 31, 2021, respectively. Since the amount that Helpson must set aside for the statutory surplus fund only accounts for 539% and 236%, respectively, of its total net assets, this reserve does not have a major impact on our liquidity. There were no allocations to the statutory surplus reserve accounts during the six months ended June 30, 2022.

The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Our businesses and assets are primarily denominated in RMB. All foreign exchange transactions take place either through the People's Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of China or other regulatory institutions requires the submission of a payment application form together with certain invoices and executed contracts. The currency exchange control procedures imposed by Chinese government authorities may restrict Helpson, our Chinese subsidiary, from transferring its net assets to our parent company through loans, advances or cash dividends.

Off-Balance Sheet Arrangements

As of June 30, 2022, we did not have any off-balance sheet arrangements.





Critical Accounting Policies


Management's discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. The discussion of our critical accounting policies contained in Note 1 to our consolidated financial statements, "Organization and Significant Accounting Policies", is incorporated herein by reference.





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