☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
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ACT OF 1934
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For the quarterly period ended: November 30, 2016
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
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ACT OF 1934
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For the transition period from: _____________ to
_____________
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New York
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13-2538207
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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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
theSecurities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was
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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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☐
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No
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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, 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
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and post such files).
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Yes
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☐
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No
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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.
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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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(Do not check if a smaller
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Smaller reporting company
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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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☐
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Yes
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☒
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No
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Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest
practicable date.
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Class
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Outstanding January 12, 2017
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Common Stock $.001 par value
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63,622,316
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Page
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PART I – FINANCIAL INFORMATION
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Item
1. Financial
Statements.
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1
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Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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4
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Item
3. Quantitative
and Qualitative Disclosures About Market Risk.
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6
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Item
4. Controls
and Procedures.
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6
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PART II – OTHER INFORMATION
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Item 1. Legal
Proceedings.
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7
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Item 1A. Risk
Factors.
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7
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Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
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7
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Item
3. Defaults
Upon Senior Securities.
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7
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Item
4. Submission
of Matters to a Vote of Security Holders.
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7
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Item 5. Other
Information.
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7
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Item
6. Exhibits.
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7
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November 30,
2016
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May 31,
2016
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ASSETS
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Current assets:
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Cash
and cash equivalents
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$166,613
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$4,252
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Accounts
receivable
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12,956
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1,279
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Inventory
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42,938
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197,978
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Total current assets
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222,507
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203,509
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Total assets
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$222,507
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$203,509
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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Accounts
payable
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$258,414
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$309,403
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Shareholder
loan
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268,765
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278,765
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Total liabilities
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527,179
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588,168
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Stockholders' deficit
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Convertible
preferred stock - $.02 par value, authorized 2,000,000 shares,
issued and outstanding 92,000 shares
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1,840
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1,840
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Common
stock - $.001 par value, authorized 200,000,000 shares, 63,622,316
issued and outstanding at November 30, 2016 and May 31,
2016
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63,622
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63,622
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Additional
paid-in capital
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17,505,936
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17,505,936
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Accumulated
deficit
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(17,876,070)
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(17,956,057)
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Stockholders' deficit
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(304,672)
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(384,659)
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Total liabilities and stockholders' deficit
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$222,507
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$203,509
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For the three months
Ended November 30,
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For the six months
Ended November 30,
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2016
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2015
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2016
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2015
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Revenues:
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Product
sales
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$41,960
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$10,422
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$391,795
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$42,519
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Total revenues
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41,960
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10,422
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391,795
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42,519
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Operating costs and expenses:
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Cost
of sales
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5,612
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1,411
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164,859
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2,815
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Salaries
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20,422
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20,527
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20,486
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41,259
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Professional
fees and consulting
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34,809
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9,700
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63,380
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49,165
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Commission
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––
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––
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19,434
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––
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Rent
and office expense
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3,306
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5,555
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6,306
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8,947
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Insurance
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8,520
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7,178
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22,668
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20,125
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Other
administrative expenses
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6,082
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1,366
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11,060
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4,836
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Total operating costs and expenses
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78,751
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45,737
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308,193
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127,147
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Other expenses:
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Interest
expense
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(3,615)
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––
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(3,615)
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––
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Net (loss) income
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$(40,406)
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$(35,315)
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$79,987
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$(84,628)
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Net (loss) income per share – basic and diluted
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$(0.00)
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$(0.00)
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$0.00
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$(0.00)
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Weighted average number of common shares outstanding
Basic
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63,622,316
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63,622,316
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63,622,316
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63,622,316
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Diluted
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63,622,316
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63,622,316
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63,714,316
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63,622,316
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For the six months
Ended November 30,
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2016
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2015
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Cash flows from operating activities:
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Net
income (loss)
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$79,987
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$(84,628)
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Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating activities:
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Changes
in operating assets and liabilities
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(Increase)
decrease in accounts receivable
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(11,677)
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47,262
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Decrease
(increase) in inventory
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155,040
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(2,184)
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(Decrease)
increase in accounts payable and accrued expenses
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(50,989)
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9,690
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Net cash provided by (used in) operating activities
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172,361
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(29,860)
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Cash flows from financing activities:
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Borrowings
from shareholder loan
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50,000
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—
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Repayments
on shareholder loan
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(60,000)
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—
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Cash provided by financing activities
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(10,000)
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—
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Net
increase (decrease) in cash
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162,361
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(29,860)
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Cash
- beginning of period
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4,252
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37,207
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Cash
– end of period
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$166,613
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$7,347
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Supplemental disclosure of cash flow information:
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Cash
paid for:
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Interest
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$—
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$—
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Income
taxes
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—
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—
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Exhibit No.
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Description
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Certification pursuant to Exchange Act Rule 13a – 14
(a)/15d-14(a)
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Certification 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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LESCARDEN INC.
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(Registrant)
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/s/ William E. Luther
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William E. Luther
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Chief Executive and Chief Financial Officer
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