The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q and our financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Form 10-K").

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Words such as "anticipates," "expects," "intends," "plans," "predicts," "potential," "believes," "seeks," "hopes," "estimates," "should," "may," "will," "with a view to" and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rates; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2019 Form 10-K.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.





Overview


Our Company is a provider of health and nutritional supplements and personal care products. Currently, we are mainly selling our products over the Internet directly to end-user customers through our websites, www.dailynu.com and www.merionus.com, and to wholesale distributors through phone and electronic communication. Our major customers of our nutritional and beauty products are located in the Asian market, predominantly in the People's Republic of China. Our major customers of our OEM and packaging products are located in the United States.

Since June 2014, we have sold our products primarily over the Internet directly to end-user customers and by phone/email orders directly to our wholesale distributors. Certain miscellaneous sales are made directly to customers who walk into the Company offices and customers who call the Company directly for products. We are now focusing on selling health and nutritional supplements and personal care products directly on the internet through our websites, www.dailynu.com and www.merionus.com. As of the date of filing of this report, we market thirteen individual nutritional supplement products, three and five of which were introduced in 2018 and 2019 respectively, and one beauty product, which was also introduced in 2018, on our websites. We are no longer selling similar products of third parties on our websites.

In January 2018, we entered into an Asset Purchase Agreement (the "Purchase Agreement") with SUSS Technology Corporation, a Nevada corporation (the "Seller"), pursuant to which the Seller agreed to sell to the Company substantially all of the assets associated with the Seller's manufacture of dietary supplements (the "Asset Sale") for an aggregate purchase price (the "Purchase Price") of $1,000,000 and 1,000,000 shares of the Company's common stock (the "Purchase Shares") valued at $320,000. The Seller was one of our major suppliers during the year ended December 31, 2017. Upon purchasing these assets from the Seller, we started to manufacture some of the nutritional supplements that we sell. These assets meet all industry nutritional and dietary supplement manufacturing standards, including U.S. Food and Drug Administration and Good Manufacturing Practice compliance and Current Good Manufacturing Practice regulations. In addition to manufacturing the nutritional supplements that we sell, we produce hard capsules, tablets, solid beverages (sachet packaging), teabags, powder, granules, dietary supplements, softgel capsules and health foods from these assets for any potential new customers who need such products. These are the products that were added to our existing products, as a part of our OEM and packaging businesses.






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In January 2018, we introduced a new beauty product, Noir Naturel, a gentle formula for grey coverage from the first application into hair care.

In September 2018, we introduced three different types of natural aphrodisiac supplements, Viwooba (1-3) for men that may support kidney health, improve immunity, enhance physical fitness, eliminate fatigue, improve sexual desire and enhance body energy, strength and sexual ability.

In March 2019, we introduced 1) Lady-S, a female dietary supplement that may assist with weight loss, 2) Gold King, a nutritional supplement that may provide antioxidant support and liver health, 3) New Power, a nutritional supplement that may support heart health, and 4) Taibao, a nutritional supplement that may enhance physical performance and energy metabolism.

In December 2019, we introduced ReMage Power, a nutritional supplement that may provide anti-aging Nicotinamide adenine dinucleotide (NAD)+ support and promote energy & cell metabolism.

In December 2019, a novel strain of coronavirus (COVID-19) surfaced in Wuhan, China, which has spread rapidly to many parts of the world, including the United States. On March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic". The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of offices and facilities in China, the United States, and elsewhere around the world.

We have been following the orders of local government and health authorities to minimize exposure risk for its employees and business partners, including the closures of our offices and having employees work remotely. Substantially all of our workforce in California has been working from home either all or substantially all of the time, from March, 2020 to June, 2020. Our offices in California have been closed since July 16, 2020 due to the surge of new COVID-19 cases, all of our workforce in California are working from home since July 16, 2020. Our manufacturing facility in Nevada is operating normally.

In addition, substantially all of our revenues are concentrated in China and the United States. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect our business operations, financial condition and operating results for the remaining of 2020, including but not limited to material negative impact to our production and delivery of our products, revenues and collection of accounts receivables and additional allowance for doubtful accounts. Because of the significant uncertainties surrounding the COVID-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time.

Principal Factors Affecting Our Financial Performance

We believe consumers have become more confident in ordering products like ours over the internet. However, the nutritional supplement and skin care products e-commerce markets have been, and continue to be, increasingly competitive and are rapidly evolving due to the reasons discussed below.

Barriers to entry are minimal in the nutritional supplement and skin care businesses, and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than we do. Continued advancement in technology, and increased access to that technology, is paving the way for growth in direct marketing. We also face competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than we have. Notwithstanding the foregoing, we believe that we are well-positioned within the Asian consumer market with our current plan of supplying American merchandise to consumers in Asia. There can be no assurance that we will maintain or increase our competitive position or that we will continue to provide only American-made merchandise.

Our products are sensitive to business and personal discretionary spending levels, and demand tends to decline or grow more slowly during economic downturns, including downturns in any of our major markets. The global economy is currently undergoing a period of downturn now due to COVID-19, and the future economic environment continues to remain uncertain. This has led, and could further lead, to reduced consumer spending, which may include spending on nutritional and beauty products and other discretionary items. The increase of trade tensions between US and China and the spread of COVID-19 have and might continue to have negative impacts on our business. The reduced consumer spending may force us and our competitors to lower prices. These conditions may adversely affect our revenues and results of operations.






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Coronavirus (COVID-19)


Recently, there was an outbreak of a novel strain of coronavirus (COVID-19) in China, which has spread rapidly to many parts of the world, including the U.S. In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China and in the U.S. The President of the United States declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response. The economic impact of the coronavirus or COVID-19 in both China and the U.S have significantly impacted our business and resulting in lesser demand from our customers.

Our headquarters are located in California and were closed from March 19, 2020 to June 9, 2020. Due to the recent surge of new Covid-19 cases in California, our offices have been closed again since July 16, 2020 and our employees have been working remotely from home. Our manufacturing facility is located in Nevada and was partially suspended its operations from March 23, 2020 to April 1, 2020 due to lack of raw materials and currently it is operating normally. Substantially all of our product sales revenues are generated in China and all of our OEM and packaging revenues are generated in the U.S. Consequently, our results of operations have been and will continue be materially adversely affected, to the extent that COVID-19 harms the Chinese and U.S. economy. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by government authorities and other entities in China and U.S. to contain COVID-19 or treat its impact, almost all of which are beyond our control.

Although we expect that our health supplement products and our OEM/packaging services will still be in demand due to awareness of the importance of health growing along with the realities of COVID-19, the global economy has been and may continue to be negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of the impact of COVID-19. Many of our customers are individuals and small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may be vulnerable to a pandemic outbreak and slowing macroeconomic conditions. If the SMEs cannot weather the COVID-19 pandemic and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted.

While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company's ability to access capital, which could negatively affect the Company's liquidity.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact cannot be reasonably estimated at this time. Our total revenues in July of 2020 were lower as compared to the same period of 2019. Although we expects to generate $920,000 of revenues before the end of August for an OEM order that is currently in process, there is no guarantee that our total revenues will grow or remain at a similar level year over year for the remainder of 2020.

Looking ahead, we understand that these unprecedented times will bring financial impact to some of our customers, and potentially the loss of customers. Our plan has been to promote the awareness of the importance of health and our health supplement products, which in term might be able to offset the loss of any of our existing customers while building sales with new customers.






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Results of Operations


Comparison of the three months ended June 30, 2020 and 2019





                                            For the three months ended June 30,
                                                                                 Percentage
                                   2020           2019            Change           Change
Total sales                     $   29,124     $ 1,477,649     $ (1,448,525 )          (98.0 )%
Total cost of sales                 72,980          74,177           (1,197 )           (1.6 )%
Gross profit                       (43,856 )     1,403,472       (1,447,328 )         (103.1 )%
Operating expenses
Selling                             17,742          15,552            2,190             14.1 %
General and administrative         309,188         352,239          (43,051 )          (12.2 )%
Stock compensation expense          63,650         253,650         (190,000 )          (74.9 )%
Total operating expenses           390,580         621,441         (230,861 )          (37.1 )%
(Loss) income from operations     (434,436 )       782,031       (1,216,467 )         (155.6 )%
Other expense, net                 (31,683 )        (4,776 )         26,907            563.4 %
Net (loss) income               $ (466,119 )   $   777,255     $ (1,243,374 )         (160.0 )%



Total sales decreased by approximately $1,449,000, or 98.0%, from approximately $1,478,000 in the three months ended June 30, 2019 to approximately $29,000 in the three months ended June 30, 2020. The decrease of sales was mainly due to lesser demand from our customers resulting from the economic impact of the coronavirus or COVID-19 in both China and the U.S. In May 2020, the Company entered in an OEM order and expects to generate $920,000 of revenue before the end of August when this OEM order is completed and delivered.

The cost of sales decreased by approximately $1,000, or 1.6%, from approximately $74,000 in the three months ended June 30, 2019 to approximately $73,000 in the three months ended June 30, 2020. The decrease of cost of sales was in line with the decrease of sales for the three months ended June 30, 2020 as compared to the same period in 2019 due to decrease in both sales of our own products and OEM and packing revenues. The decrease of cost of sales was offset by the increase of idle capacity costs as we were operating under capability during the three months ended June 30, 2020, which were due to the effect of COVID-19 pandemic.

Our overall gross margin (loss) percentage decreased from approximately 95.0% in the three months ended June 30, 2019 to approximately (150.6)% in the three months ended June 30, 2020, mainly due to the decrease of sales in the three months ended June 30, 2020 as compared to the same period in 2019 while we were still incurring significant overhead cost in our factory which we operated under idle capacity. The decrease in overall gross margin percentage also due to our periodic inventory count to account for inventory loss on our raw materials.

Our product sales gross margin percentage decreased from approximately 97.6% in the three months ended June 30, 2019 to approximately 2.9% in the three months ended June 30, 2020. The major reason for the decrease of sales gross margin percentage was due to the combination of reduced sales and our periodic inventory count to account for inventory loss on our raw materials during the three months ended June 30, 2020. During the three months ended June 30, 2019, we were operating actively and we generated a very high gross margin from sales of our own products.

Our OEM and packaging sales gross margin percentage decreased from approximately 64.9% in the three months ended June 30, 2019 to approximately 43.4% in the three months ended June 30, 2020. For the three months ended June 30, 2020, we had incurred more manufacturing overhead costs for our OEM and packaging sales with more labor hours being allocated to such production due to the more specified production procedures which required more labor hours as compared to the same period in 2019. As a result, our OEM and packaging sales gross margin percentage decreased by 21.5% during the three months ended June 30, 2020 as compared to the same period in 2019.

Selling expenses increased from approximately $16,000 in the three months ended June 30, 2019 to approximately $18,000 in the three months ended June 30, 2020. The increase of approximately $2,000, or 14.1%, was mainly due to the increase of approximately $9,000 of marketing, advertising and promotion expenses and offset by the decrease of approximately $7,000 of shipping expenses.

General and administrative ("G&A") expenses decreased by approximately $43,000 from approximately $352,000 in the three months ended June 30, 2019 to approximately $309,000 in the three months ended June 30, 2020. The decrease was mainly attributable to the decrease of approximately $45,000 of payroll and benefit expenses, the decrease of approximately $18,000 of professional expenses, such as attorneys fees, auditor fees and consulting fees, and the decrease of approximately $5,000 of other miscellaneous G&A expenses, offset by the increase of approximately $25,000 of rent expense.






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Stock compensation expenses decreased by approximately $190,000 during the three months ended June 30, 2020 compared to the same period in 2019. In March 2019, we issued 1,000,000 shares of our common stock to an advisor to provide certain business and financial operation and planning consultation services, and with amortization expenses of approximately $190,000, and such services were completed in March 2020 and we no longer incurred such costs in the three months ended June 30, 2020. Approximately $64,000 and $64,000, related to the amortization of the value of 2,300,000 shares of restricted common stock to three employees for the three months ended June 30, 2020 and 2019, respectively, which all have a vesting period of three years.

Other expense increased by approximately $27,000 from approximately $5,000 in the three months ended June 30, 2019 to approximately $32,000 in the three months ended June 30, 2020, mainly due to the increase of interest expenses of approximately $27,000 incurred from the third party interest bearing loans that we obtained in August and September of 2019.

Net (loss) income decreased by approximately $1.2 million from approximately $777,000 of net income in the three months ended June 30, 2019 to approximately $466,000 of net loss in the three months ended June 30, 2020, mainly due to the reasons discussed above.

Comparison of the six months ended June 30, 2020 and 2019





                                             For the six months ended June 30,
                                                                                  Percentage
                                   2020            2019            Change           Change
Total sales                    $     95,112     $ 1,626,026     $ (1,530,914 )          (94.2 )%
Total cost of sales                 120,669         114,538            6,131              5.4 %
Gross profit                        (25,557 )     1,511,488       (1,537,045 )         (101.7 )%
Operating expenses
Selling                              31,173          39,470           (8,297 )          (21.0 )%
General and administrative          692,796         742,660          (49,864 )           (6.7 )%
Stock compensation expense          252,300         428,392         (176,092 )          (41.1 )%
Gain on disposal of
equipment                           (16,000 )             -          (16,000 )         (100.0 )%
Total operating expenses            960,269       1,210,522         (250,253 )          (20.7 )%
(Loss) income from
operations                         (985,826 )       300,966       (1,286,792 )         (427.6 )%
Other (expense) income, net         (73,063 )       254,165         (327,228 )         (128.7 )%
Net (loss) income              $ (1,058,889 )   $   555,131     $ (1,614,020 )         (290.7 )%



Total sales decreased by approximately $1,531,000, or 94.2%, from approximately $1,626,000 in the six months ended June 30, 2019 to approximately $95,000 in the six months ended June 30, 2020. The decrease of sales was mainly due to lesser demand from our customers resulting from the economic impact of the coronavirus or COVID-19 in both China and the U.S. In May 2020, the Company entered in an OEM order and expects to generate $920,000 of revenue before the end of August when this OEM order is completed and delivered.

The cost of sales increased by approximately $6,000, or 5.4%, from approximately $115,000 in the six months ended June 30, 2019 to approximately $121,000 in the six months ended June 30, 2020. The major reason for the increase was due to the increase of idle capacity costs as we were operating under capability during the six months ended June 30, 2020, which were due to the effect of COVID-19 pandemic.

Our overall gross margin (loss) percentage decreased from approximately 93.0% in the six months ended June 30, 2019 to approximately (26.9)% in the six months ended June 30, 2020, mainly due to the decrease of sales in the six months ended June 30, 2020 as compared to the same period in 2019 while we were still incurring significant overhead cost in our factory which we operated under idle capacity. The decrease in overall gross margin percentage also due to our periodic inventory count to account for inventory loss on our raw materials.






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Our product sales gross margin percentage decreased from approximately 97.0% in the six months ended June 30, 2019 to approximately 49.4% in the six months ended June 30, 2020. The major reason for the decrease of sales gross margin percentage was due to the increase of sales in our ReMage Power product that we introduced in December 2019 during the six months ended June 30, 2020 as compared to the same period in 2019. The ingredients that we used to manufacture our ReMage Power product are more expensive which result in a higher manufacturing unit cost and less gross margin percentage of 49.4% as compared to other products, such as OPC, Cell Power, Viwooba (1-3), Lady-S, Gold King, New Power and Tabiao with an average of 97.0% of gross margin percentage, that we sold during the six months ended June 30, 2019, which have a lower unit cost and higher gross margin percentage than ReMage Power. In addition, the decrease of sales gross margin percentage of product sales was also due to our periodic inventory count to account for inventory loss on our raw materials during the six months ended June 30, 2020 as compared to the same period in 2019.

Our OEM and packaging sales gross margin percentage increased from approximately 54.5% in the six months ended June 30, 2019 to approximately 55.4% in the six months ended June 30, 2020. For the six months ended June 30, 2020, we had incurred less manufacturing overhead costs for our OEM and packaging sales with fewer labor hours being allocated to such production due to the lesser degree of specified production procedures which required fewer labor hours as compared to the same period in 2019. As a result, our OEM and packaging sales gross margin percentage increased by 0.9% during the six months ended June 30, 2020 as compared to the same period in 2019.

Selling expenses decreased from approximately $39,000 in the six months ended June 30, 2019 to approximately $31,000 in the six months ended June 30, 2020. The decrease of approximately $8,000, or 21.0%, was mainly due to the decrease of approximately $14,000 of shipping expenses offset by the increase of approximately $5,000 marketing, advertising and promotion expenses.

General and administrative ("G&A") expenses decreased by approximately $50,000 from approximately $743,000 in the six months ended June 30, 2019 to approximately $693,000 in the six months ended June 30, 2020. The decrease was mainly attributable to the decrease of approximately $49,000 of professional expenses, such as attorneys fees, auditor fees and consulting fees, the decrease of approximately $30,000 of payroll and benefit expenses, the decease of office and computer expenses of approximately $10,000 and the decrease of approximately $26,000 of other miscellaneous G&A expenses, offset by the increase of approximately $50,000 of rent expense and the increase of approximately $16,000 of bad debt expense.

Stock compensation expenses decreased by approximately $176,000 during the six months ended June 30, 2020 compared to the same period in 2019. In March 2019, we issued 1,000,000 shares of our common stock to an advisor to provide certain business and financial operation and planning consultation services, and amortized such cost, which was $125,000 and $295,000 during the six months ended June 30, 2020 and 2019, respectively. We also issued shares of our common stock to other financial advisors which resulted in $7,000 of stock compensation expense during the six months ended June 30, 2019. Approximately $127,000 and $126,000, related to the amortization of the value of 2,300,000 shares of restricted common stock to three employees for the six months ended June 30, 2020 and 2019, respectively, which all have a vesting period of three years.

During the six months ended June 30, 2020, we traded in one of our vehicles which resulted in a gain of $16,000.

Other income decreased by approximately $327,000 from approximately $254,000 of other income in the six months ended June 30, 2019 to approximately $73,000 of other expense in the six months ended June 30, 2020, mainly due to the decrease of approximately $241,000 of gain on settlement of debt in which we issued stock with a fair value of approximately $763,000 in exchange for the settlement of debt of approximately $1.0 million during the six months ended June 30, 2019. We did not enter into such transactions during the same period in 2020. The decrease of other income was also due to the increase of interest expenses of approximately $53,000 incurred from the third party interest bearing loans that we obtained in August and September of 2019.

Net (loss) income decreased by approximately $1.6 million from approximately $555,000 net income in the six months ended June 30, 2019 to approximately $1.1 million net loss in the six months ended June 30, 2020, mainly due to the reasons discussed above.






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Liquidity and Capital Resources

As of June 30, 2020, we had a cash balance of approximately $11,000, compared to a cash balance of approximately $9,000 at December 31, 2019.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Other than operating expenses and an outstanding commitment of $1.0 million in relation to the purchase of assets associated with the manufacture of dietary supplements, the Company does not have significant cash commitments. Cash requirements include cash needed for purchase of inventory, payroll, payroll taxes, rent, and other operating expenses. However, in response to the reduced liquidity factors described above, the Company has continued to find ways to reduce its operating expenses. In addition, should our Company need additional capital, our principal shareholder and Chief Executive and Financial Officer may lend additional money to the Company from time to time to the extent he is in a position and willing to do so. No assurance can be provided that he will continue to lend funds to the Company in the future.

Management has concluded under U.S. GAAP that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenue and negative working capital. If we are unable to generate significant revenue or secure financing, we may be required to cease or limit our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

For the six months ended June 30, 2020, cash used in operating activities amounted to approximately $315,000 as compared to approximately $445,000 used in operating activities in the same period in 2019. Cash used in operating activities for the six months ended June 30, 2020 was primarily the result of our $1.1 million net loss, non-cash transaction of approximately $16,000 from gain on disposal of equipment, the increase of account receivable of approximately $18,000, the increase of prepaid expense of approximately $155,000, and the payment of lease liabilities of approximately $101,000 as we paid for our lease obligations when they become due. This amount was partially offset by the non-cash expense of approximately $252,000 in stock based compensation, approximately $28,000 of depreciation expense, approximately $86,000 in amortization of operating leases right-of-use assets, approximately $27,000 of bad debt expense, the decrease of inventories of approximately $15,000, the increase of accounts payable and accrued expenses of approximately $129,000 as we were behind on our payment schedule, the decrease of inventories of approximately $15,000 and increase of deferred revenue of approximately $497,000.

For the six months ended June 30, 2020, financing activities provided approximately $317,000 as compared to approximately $150,000 during the six months ended June 30, 2019. Net cash received in the six months ended June 30, 2020 includes approximately $180,000 from the issuance of common stock and collection of our stock subscription receivable, approximately $12,000 from a loan from our principal shareholder and Chief Executive and Financial Officer, approximately $10,000 from a third party loan, and approximately $131,000 from a SBA loan that we are expected to have a forgiveness of approximately $121,000. These amounts were partially offset by our repayment to our principal shareholder and Chief Executive and Financial Officer of approximately $11,000 and principal payments of our long-term debt of approximately $5,300.

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