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|
Nevada
|
7000
|
46-5692180
|
|
(State or Other
jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification
Code Number)
|
|
Securities registered under Section 12(b) of the Exchange Act:
None
|
|
Securities registered under Section 12(g) of the Exchange Act:
None
|
|
Large accelerated filer
|
[_]
|
Accelerated filer
|
[_]
|
|
|
|
|
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
[_]
|
Smaller reporting company
|
[X]
|
|
Emerging growth company [_]
|
|
ITEM 1. DESCRIPTION OF BUSINESS.
|
1
|
|
ITEM 1A. RISK FACTORS
|
8
|
|
ITEM 2. DESCRIPTION OF PROPERTY.
|
14
|
|
ITEM 3. LEGAL PROCEEDINGS.
|
14
|
|
ITEM 4. MINE SAFETY DISCLOSURES.
|
14
|
|
Part II
|
|
|
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|
15
|
|
ITEM 6. SELECTED FINANCIAL DATA.
|
15
|
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
15
|
|
ITEM 8. FINANCIAL STATEMENTS.
|
19
|
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
36
|
|
ITEM 9A. CONTROLS AND PROCEDURES.
|
36
|
|
ITEM 9B OTHER INFORMATION
|
38
|
|
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
|
38
|
|
ITEM 11. EXECUTIVE COMPENSATION.
|
40
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
40
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
41
|
|
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
41
|
|
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
|
41
|
|
|
|
|
SIGNATURE PAGE
|
42
|
|
Projected costs:
|
||||||||||||
|
Approximate Land Acquisition (10-20 acres)
|
100,000
|
200,000
|
||||||||||
|
Land Size
|
1 acre
|
10 acres
|
20 acres
|
|||||||||
|
Development of land for vineyard
|
5,000
|
50,000
|
100,000
|
|||||||||
|
Utilities (annual cost)
|
1,000
|
10,000
|
20,000
|
|||||||||
|
Management and/or consultant (annual cost)
|
4,000
|
4,000
|
4,000
|
|||||||||
|
Labor (annual cost)
|
5,000
|
50,000
|
100,000
|
|||||||||
|
Acquisition of grape stock
|
1,500
|
15,000
|
30,000
|
|||||||||
|
Harvesting of grapes
|
1,000
|
10,000
|
20,000
|
|||||||||
|
Bottling and labeling
|
25,200
|
252,000
|
504,000
|
|||||||||
|
Marketing
|
5,000
|
7,000
|
10,000
|
|||||||||
|
|
defamation;
|
|
|
invasion of privacy;
|
|
|
copyright infringement;
|
|
|
actions for royalties and accountings;
|
|
|
trademark misappropriation;
|
|
|
trade secret misappropriation;
|
|
|
breach of contract;
|
|
|
negligence; and/or
|
|
|
other claims based on the nature and content of the materials distributed.
|
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES
|
|
Table of Contents to Financial Statements
|
20
|
|
Report of Independent Accounting Firm
|
21
|
|
Balance Sheet as of December 31, 20165 (Audited) and December 31, 2015 (Audited-Restated)
|
22
|
|
Statements of Operations for the Years Ended December 31, 2016 (Audited) and December 31, 2015 (Audited-Restated)
|
23
|
|
Statement Of Shareholder's Equity For The Year Ended December 31, 2016
|
24
|
|
Statements of Cash Flows for the Years Ended December 31, 2016 (Audited) and December 31, 2015 (Audited-)
|
25
|
|
Notes to the Financial Statements
|
26
|
|
|
|
December 31, 2016
(Audited) |
December 31, 2015
(Audited-Restated) |
|||||||
|
Assets
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$
|
3,313
|
$
|
8,996
|
||||
|
Total Current Assets
|
3,313
|
8,996
|
||||||
|
Other Current Assets
|
||||||||
|
Property Acquisition Deposits
|
2,000
|
-
|
||||||
|
Total Other Current Assets
|
2,000
|
-
|
||||||
|
Fixed Assets
|
||||||||
|
Building, Furniture and Equipment net of Accumulated Depreciation
|
581,975
|
150,142
|
||||||
|
Total Fixed Assets
|
581,975
|
150,142
|
||||||
|
Total Assets
|
587,288
|
159,138
|
||||||
|
Liabilities And Stockholders' Equity
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts Payable
|
-
|
3,200
|
||||||
|
Derivative Liability
|
49,554
|
-
|
||||||
|
Notes Payable Related Parties
|
131,909
|
-
|
||||||
|
Notes Payable Property Acquisition Current
|
7,270
|
-
|
||||||
|
Total Current Liabilities
|
188,733
|
3,200
|
||||||
|
Long Term Liabilities
|
||||||||
|
Notes Payable Property Acquisitions
|
364,947
|
-
|
||||||
|
Total Long Term Liabilities
|
364,947
|
-
|
||||||
|
Total Liabilities
|
553,680
|
3,200
|
||||||
|
Stockholders' Equity
|
||||||||
|
Common stock $0.001 par value 75,000,000 shares authorized 12,470,338 shares issued and outstanding at December 31, 2016 and 2015
|
12,470
|
12,470
|
||||||
|
Additional paid-in-capital
|
422,766
|
422,766
|
||||||
|
Accumulated Earnings (deficit)
|
(401,628
|
)
|
(279,298
|
)
|
||||
|
Total Stockholders' Equity
|
33,608
|
155,938
|
||||||
|
Total Liabilities and Stockholders' Equity
|
587,288
|
159,138
|
||||||
|
December 31, 2016
(Audited) |
December 31,
2015
(Audited-Restated) |
|||||||
|
Revenue
|
||||||||
|
Wine Tour Sales
|
$
|
58,124
|
$
|
55,943
|
||||
|
RV Space Renal Income
|
-
|
43,000
|
||||||
|
Rental Income
|
2,410
|
-
|
||||||
|
Total Revenue
|
60,534
|
98,943
|
||||||
|
Gross Profit
|
60,534
|
98,943
|
||||||
|
Operating Expenses
|
||||||||
|
Consulting services
|
5,000
|
13,000
|
||||||
|
Amortization Expense
|
-
|
6,637
|
||||||
|
Depreciation Expense
|
1,842
|
779
|
||||||
|
Professional fees
|
35,720
|
38,267
|
||||||
|
Advertising and Marketing
|
4,990
|
53,978
|
||||||
|
APP Development
|
-
|
19,000
|
||||||
|
Fees
|
555
|
656
|
||||||
|
General & Administrative
|
9,174
|
7,020
|
||||||
|
Change to the fair value of derivative liabilities
|
(2,090
|
)
|
-
|
|||||
|
Office Rent
|
9,299
|
6,835
|
||||||
|
Real Estate Fees
|
717
|
-
|
||||||
|
Travel
|
1,060
|
11,166
|
||||||
|
Salary
|
6,570
|
13,650
|
||||||
|
Total Operating Expenses
|
72,837
|
170,988
|
||||||
|
Income/(Loss) from continuing operations
|
(12,303
|
)
|
(72,045
|
)
|
||||
|
Loss on Sale of Property
|
(70,611
|
)
|
-
|
|||||
|
Interest Expense
|
(8,553
|
)
|
-
|
|||||
|
Loss on Impairment of Website
|
(30,863
|
)
|
-
|
|||||
|
Income (loss) before income taxes
|
(122,330
|
)
|
(72,045
|
)
|
||||
|
|
||||||||
|
Net Income (loss)
|
(122,330
|
)
|
$
|
(72,045
|
)
|
|||
|
|
||||||||
|
Basic and Diluted Income (Loss) Per Share from continuing operations
|
$
|
(0.00
|
)*
|
$
|
(0.00
|
)*
|
||
|
Basic and Diluted Income (Loss) Per Share from all operations
|
$
|
(0.00
|
)*
|
$
|
(0.00
|
)*
|
||
|
Weighted Average of Common Shares Outstanding basic and diluted
|
12,470,338
|
12,431,543
|
||||||
|
|
|
|
||||||||||||||||||||
|
|
Common Stock Number of Shares
|
Amount
|
Additional Paid in Capital
|
Accumulated Earnings (Deficit)
|
Total
|
|||||||||||||||
|
Balance, December 31, 2014
|
12,210,337
|
$
|
12,210
|
$
|
384,026
|
$
|
(207,253
|
)
|
$
|
188,983
|
||||||||||
|
|
||||||||||||||||||||
|
Stock issued for cash consideration
|
260,001
|
260
|
38,740
|
—
|
39,000
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Net loss for the year ended December 31, 2015
|
—
|
—
|
—
|
(72,045
|
)
|
(72,045
|
)
|
|||||||||||||
|
Balance, December 31, 2015-Restated
|
12,470,338
|
$
|
12,470
|
$
|
422,766
|
$
|
(279,298
|
)
|
$
|
155,938
|
||||||||||
| Net loss for the year ended December 31, 2016 | (122,330 | ) | (122,330 | ) | ||||||||||||||||
| Balance December 31, 2016 | 12,470,338 | 12,470 | 422,766 |
(401,628
|
)
|
33,608
|
||||||||||||||
|
December 31, 2016
(Audited) |
December 31, 2015
(Audited-Restated) |
|||||||
|
Cash Flows from Operating Activities
|
||||||||
|
Net Income (loss)
|
$
|
(122,330
|
)
|
$
|
(72,045
|
)
|
||
|
|
||||||||
|
Adjustments to Reconcile Net Income (Loss) To Net Cash
Provided by (Used In) Operating Activities: |
||||||||
|
Deposits
|
(2,000
|
)
|
-
|
|||||
|
Deferred Revenue
|
-
|
(23,500
|
)
|
|||||
|
Accounts Payable
|
(3,200
|
)
|
(4,800
|
)
|
||||
|
Derivative Liability
|
49,554
|
-
|
||||||
|
Amortization
|
-
|
6,637
|
||||||
|
Depreciation
|
1,454
|
779
|
||||||
|
Net Cash Provided/used by Operating Activities-continuing operations
|
(76,522
|
)
|
(92,929
|
)
|
||||
|
|
||||||||
|
Investing Activities
|
||||||||
|
Loss on Impaired Website (Net)
|
30,863
|
-
|
||||||
|
Purchased Equipment (Computer)
|
(4,900
|
)
|
-
|
|||||
|
Purchased Equipment (Restaurant)
|
(27,334
|
)
|
-
|
|||||
|
Purchased Building
|
(148,500
|
)
|
-
|
|||||
|
Purchased Land (13.85 Acres)
|
(99,000
|
)
|
-
|
|||||
|
Purchased Land (23446 Hwy 79)
|
(274,560
|
)
|
-
|
|||||
|
Purchased Land Improvement (23446 Prop)
|
(29,135
|
)
|
-
|
|||||
|
Sale of Land (10 Acres)
|
108,258
|
-
|
||||||
|
Sale of Land Improvements (Net)
|
11,021
|
-
|
||||||
|
Purchased Website
|
-
|
(33,500
|
)
|
|||||
|
Net Cash provided/used by Investing Activities
|
(433,287
|
)
|
(33,500
|
)
|
||||
|
|
||||||||
|
Financing Activities
|
||||||||
|
Notes Payable
|
504,126
|
-
|
||||||
|
Sale of Stock
|
-
|
39,000
|
||||||
|
Net Cash Provided/used by Financing Activities
|
504,126
|
39,000
|
||||||
|
|
||||||||
|
Increase (decrease) in Cash
|
(5,683
|
)
|
(87,429
|
)
|
||||
|
|
||||||||
|
Cash at Beginning of Year
|
8,996
|
96,425
|
||||||
|
|
||||||||
|
Cash at End of Year
|
$
|
3,313
|
$
|
8,996
|
||||
|
Detailed Valuation for the property
|
$ Amount
|
|||
|
Building Valuation
|
148,500
|
|||
|
Restaurant and equipment
|
18,809
|
|||
|
Furniture and fixtures
|
8,525
|
|||
|
Land Valuation
|
274,560
|
|||
|
Accumulated Depreciation(Building and equipment)
|
964
|
|||
|
Assets 2016
|
Amount
|
Assets 2015
|
Amount
|
|
|
Building
|
148,500
|
|||
|
Restaurant Equipment
|
27,334
|
|||
|
Land
|
373,560
|
Land
|
108,258
|
|
|
Land Improvement
|
29,135
|
Land Improvement
|
11,800
|
|
|
Computer Equipment
|
4,900
|
Website
|
37,500
|
|
|
Accumulated Depreciation
|
(1,454)
|
(779)
|
||
|
Accumulated Amortization
|
(6,637)
|
|||
|
Total 2016 Investments
|
581,975
|
Total 2015 Investments
|
150,142
|
|
Note Holder
|
Issue Date
|
Maturity Date
|
Stated Interest Rate
|
Principal Balance 12/31/2016
|
||||||
|
Christopher Hayden
|
10/18/2016
|
10/18/2017
|
8
|
%
|
$
|
100,000
|
||||
|
Nate Engel
|
10/24/2016
|
4/24/2017
|
0
|
%
|
10,000
|
|||||
|
James White
|
10/27/2016
|
4/27/2017
|
0
|
%
|
10,000
|
|||||
|
Stephen Hayden
|
12/4/2016
|
7/04/2017
|
0
|
%
|
35,000
|
|||||
|
Christopher Hayden
|
12/30/2016
|
6/30/2017
|
0
|
%
|
20,000
|
|||||
|
Total
|
175,000
|
|||||||||
|
Less debt discount
|
(43,090
|
)
|
||||||||
|
Total
|
$
|
131,910
|
||||||||
|
Balance at December 31, 2015
|
$
|
-
|
||
|
Increase to derivative due to new issuances
|
51,643
|
|||
|
Derivative (gain) due to mark to market adjustment
|
(2,089
|
)
|
||
|
Balance at December 31, 2016
|
$
|
49,554
|
|
|
Holgerson*
|
Steven Reed*
|
Total
|
|||||||||
|
2017
|
7,270
|
7,270
|
||||||||||
|
2018
|
10,972
|
10,972
|
||||||||||
|
2019
|
283,975
|
70,000
|
353,975
|
|||||||||
|
2020
|
-
|
-
|
-
|
|||||||||
|
Thereafter
|
302,217
|
70,000
|
372,217
|
|||||||||
|
|
December 31, 2016
|
December 31, 2015
|
||||||
|
Federal income tax benefit attributable to:
|
||||||||
|
Current Operations
|
$
|
18,349
|
$
|
10,807
|
||||
|
Less: valuation allowance
|
(18,349
|
)
|
(10,807
|
)
|
||||
|
Net provision for Federal income taxes
|
$
|
0
|
$
|
0
|
||||
|
December 31, 2016
|
December 31, 2015
|
|||||||
|
Deferred tax asset attributable to:
|
||||||||
| 15% |
$
|
60,244
|
$
|
41,895
|
||||
|
Less: valuation allowance
|
(60,244
|
)
|
(41,895
|
)
|
||||
|
Net deferred tax asset
|
$
|
0
|
$
|
0
|
||||
|
|
Restated Dec 31, 2015
|
Original Dec 31, 2015
|
||||||
|
$
|
$
|
|||||||
|
Sales
|
98,943
|
68.943
|
||||||
|
Accumulated Deficit
|
(279,298
|
)
|
(279,298
|
)
|
||||
|
Net Loss
|
(72,045
|
)
|
(102,045
|
)
|
||||
|
●
|
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and
|
|
●
|
Our disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to our management, and made known to our Chief Executive Officer and Chief Financial Officer, particularly during the period when this Annual Report was prepared, as appropriate to allow timely decisions regarding the required disclosure.
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Name
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Age
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Term Served
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Title / Position(s)
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Nate Engel
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32
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Since inception, May 13, 2014
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CEO, CFO and Director
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Mary Davis
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61
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Since inception, May 20, 2014
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Secretary and Director
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Name and Principal Position
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Year
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Salary
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
|
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|
Nonqualified
Deferred
Compensation
Earnings
($)
|
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All Other
Compensation
($)
|
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|
Total
($)
|
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|||||||
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|||||||
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Nate Engel, CEO
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2014
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7,500-
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3,786
|
-
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-
|
-
|
-
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11,286
|
|
|||||||||||||||||||
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2015
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13,650
|
-
|
-
|
-
|
-
|
-
|
13,650
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|||||||||||||||||||||
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2016
|
6,570
|
6,570
|
||||||||||||||||||||||||||
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Mary Davis, Secretary
|
2014
|
-
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3,500
|
-
|
-
|
-
|
-
|
3,500
|
|
|||||||||||||||||||
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2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
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2016
|
-
|
-
|
-
|
-
|
-
|
-
|
-
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|||||||||||||||||||||
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-
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Each person who owns beneficially more than five percent of the outstanding shares of our common stock;
|
|
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-
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Each person who owns beneficially more than five percent of the outstanding shares of our preferred stock;
|
|
|
-
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Each director;
|
|
|
-
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Each named executive officer; and
|
|
|
-
|
All directors and officers as a group.
|
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Title of Class
|
Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership*
|
Percent of Class
|
|
Common
|
Nate Engel – CEO
|
4,086,000
|
33%
|
|
Common
|
Mary Davis-Secretary
|
3,500,000
|
28%
|
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Exhibit No.
|
|
Description
|
|
23.1
|
|
Consent of Certified Public Accountant
|
|
31
|
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Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#
|
|
32
|
|
Certification of President, Chief Executive Officer and Chief 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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| 101 | Interactive Data Files |
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Dated: June 23, 2017
|
INTERNATIONAL ENDEAVORS CORPORATION
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By:
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/s/ Nate Engel
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|
|
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Nate Engel,
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|
|
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Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE
|
TITLE
|
DATE
|
|
|
/s/ Nate Engel
|
|
|
|
|
Nate Engel
|
Director, President, (Principal Executive, Officer)
|
June 23, 2017
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|