Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Prospect Ventures Inc. | Financial_Report.xls |
| EX-31.2 - CERTIFICATION - Prospect Ventures Inc. | ex312.htm |
| EX-31.1 - CERTIFICATION - Prospect Ventures Inc. | ex311.htm |
| EX-32.2 - CERTIFICATION - Prospect Ventures Inc. | ex322.htm |
| EX-32.1 - CERTIFICATION - Prospect Ventures Inc. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2011
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-52452
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Commission File Number
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DUSSAULT APPAREL INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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98-0513727
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1308 Factory Place, Suite 311, Los Angeles, CA
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90013
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(Address of principal executive offices)
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(Zip Code)
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(323) 843-2186
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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n/a
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n/a
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock
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Title of class
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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[X]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Yes
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[ ]
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No
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[X]
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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[X]
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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[X]
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Yes
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[ ]
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No
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[X]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
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[X]
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The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was approximately $218,790 based on the closing price of $0.0018 on April 29, 2011 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST 5 YEARS:
Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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No
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
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183,530,198 shares of common stock issued and outstanding as of January 25, 2012
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
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None
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2
The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Dussault Apparel Inc. for the fiscal period ended October 31, 2011, filed with the Securities and Exchange Commission on February 14, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
3
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits:
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NO.
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IDENTIFICATION OF EXHIBIT
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3.1
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Articles of Incorporation
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Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.
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3.2
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Bylaws
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Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.
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3.3
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Articles of Merger
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Incorporated by reference from our Form 8-K filed on June 16, 2007.
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3.4
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Certificate of Change
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Incorporated by reference from our Form 8-K filed on June 16, 2007
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10.1
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Employment Agreement dated June 22, 2007, between our company and Terry Fitzgerald
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Incorporated by reference from our Form 8-K filed on June 25, 2007
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10.2
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Letter of Intent dated June 25, 2007, between our company and Dussault Jeans Inc.
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Incorporated by reference from our Form 8-K filed on July 2, 2007
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10.3
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Letter of Intent dated November 5, 2007 between our company and Dussault Jeans Inc.
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Incorporated by reference from our Form 8-K filed on November 5, 2007.
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10.4
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Consulting Agreement dated July 19, 2007, between our company and Jason Sundar
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Incorporated by reference from our Annual Report on Form 10-KSB filed on February 13, 2008.
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10.5
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Consulting Agreement dated July 19, 2007, between our company and Robert Mintak
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Incorporated by reference from our Annual Report on Form 10-KSB filed on February 13, 2008.
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10.6
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Bridge Loan Agreement dated July 19, 2007, between our company and Dussault Jeans Inc
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Incorporated by reference from our Form 8-K filed on August 1, 2007.
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10.7
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Bridge Loan Agreement dated April 16, 2008, between our company and Dayton Boot Co. Ent. Ltd.
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Incorporated by reference from our Form 8-K filed on April 23, 2008.
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10.8
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Distribution Agreement dated November 10, 2009, between our company and EHM Holdings.
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Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010.
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10.9
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Merchandising License Agreement dated October 31, 2009, between our company and USPA Accessories, LLC.
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Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith
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31.1
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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31.2
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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32.1
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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32.2
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DUSSAULT APPAREL INC.
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Date:
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February 16, 2012
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By:
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/s/ Jason Dussault
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Name:
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Jason Dussault
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Title:
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Chief Executive Officer and President (Principal Executive Officer)
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By:
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/s/ Robert Mintak
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Name:
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Robert Mintak
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Title:
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Date:
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February 16, 2012
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By:
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/s/ Jason Dussault
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Name:
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Jason Dussault
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Title:
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President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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