The OTC market is pretty much comprised of the smaller exchanges such as the OTCBB, London Exchange, Frankfurt Exchange and of course the ultra-pointless and almost laughable Pink Sheets and Toronto Exchange. The strongest of the OTC ‘type’ exchanges is the OTCBB which delivers strong trading volume, minimal financial qualifications for listing and with the PCAOB audit, 10k and 10q filings; shareholders always have the ability to check on an SEC compliant process of financial filings for a solid grasp of the truest position of the company.

One of the most attractive aspects to the OTCBB is that many consider it a ‘pre-NASDAQ’ structure which makes it easy for a company with the proper daily trading volume, share price, corporate criteria etc. to bump up to the NASDAQ, the main advantage being access to a heavier trading volume and more access to funding options to trigger growth and stability.

The biggest downside is the process of getting on the OTCBB. There are countless steps to achieve that almighty symbol and only a handful of consulting firms have a full comprehension of all the intricacies involved in not just obtaining a symbol for trade but everything else during the pre and post IPO timeline that makes a corporation successful both short and long term.

With 20 years in the industry I can honestly say that there is only one company that has mastered this exchange and has a track record of success that is so off the charts that it is virtually impossible to hire them as they are now established enough to take on deals for equity as opposed to fees which places them in a premium and almost untouchable class all to themselves.

Princeton Corporate Solutions Inc. now based in NYC takes their clients through the most rigorous pre public structuring phase that they will transform even the most trivial of aspects to a company to strengthen their ability for globalization, scalability and IPO success. They have a ‘political tie in’ solution that will catapult an organization to the premier power position in the industry. PCS’s strategic alliance facilitation will have you eating lunch with the most influential international players in your industry and as for their globalization process, let’s just say that CEO, James Scott is connected from top to bottom in both US governmental affairs as well as European Union and Asian proximities, you’ll be an international economic machine gun in a land of bows and arrows. The positioning and partnering process of a company is crucial to a solid public existence.

For those of you about to take the dive into the public market place for capital and are considering the OTCBB as an option hire a consultant with a team. This team should have, at a minimum, PCAOB firm, transfer agent, Edgar agent, S1 attorney, IR group, crisis management agent and solid market maker. The good consultants will stick to SEC solicitation compliance and never solicit new business with previous trading symbols as most seasoned consultants are not licensed securities dealers so that they can assist their clients with a full range of solutions without having their hands tied with federal restrictions.

While the above represents the minimum requirement when you consider an IPO facilitation firm, the reality is that will only boost your chances of getting through SEC comments, audit and then the FINRA issuance of a trading symbol. To survive and thrive as a public company you’ll almost certainly need your consulting firm to take over the following restructuring aspects to your corporate model: board of directors and advisory board overhaul, C-level executive qualification and hiring, legal team interview and selection, corporate alliances, international scalability plan, government introduction solutions for involvement in agenda driven processes, political lobby introductions for furthering congressional and senate member corporate economic involvement and of course PR (and this is only pre public).

Post public you’ll need an investor relations process customized by the securities gods and facilitated by a team of prophets with connections that, right now, will seem almost superhuman. To capitalize off of your new public company you need trading volume which doesn’t happen by itself. You’re going to need newsletters, shareholder update processes, webinar productions, phone room participation for introducing your company to the marketplace, road show strategy, radio, TV and internet expert panel involvement and much more. Unless you can do this, stay private, you will never make as a public company without this.

Lastly, your quarterly and annual reports tell the current and potential shareholders about your growth goals. Oh, you didn’t think that you could grow your public company organically did you? No sir, ‘mergers and acquisitions’ is the name of the game for growing at a pace that will keep shareholders and bring in new funding opportunities. Your consulting team must put an M&A process together for your company complete with both identification as well as facilitation.

If you’re going to go public, you may as well stay public. Get it right the first time and you’ll grow faster than you’ve ever dreamed possible.

OTCBB, OTCBB Requirements

A public corporation, just as a private company is composed of several contributing factors that dictate the outcome of its success. If you visualize your corporate entity as the ‘hub’ of the wheel and each spoke as a ‘contributing asset’ to the company you’ll find that the more spokes in the wheel, the more weight the wheel can carry as its strength rests on scores of unified connections working together, each with one simultaneous point of interest, the hub.

These hub connections can be anything that contributes to the overall success and perpetual, yet controlled, growth strategy of the company such as: a dozen strategic partnerships that act as growing distribution channels for your product or service, finance alliances that take care of your growth capital needs, multiple legal professionals that you can tap into for advise and corporate strategies, dozens of companies within your industry that focus on a different element of the industry but cooperate as a referral source for new business and on and on.

Your goal, in creating a solid, strategically aligned pre public and post public corporation is to keep building spokes and bringing on partners and executives that can instantly contribute to adding more strategic alliances and growth enhancers to your ever evolving and emerging corporate wheel.

If you are a public company, partnerships that you should have heavily represented in your model should be securities attorneys, market makers and broker dealers, several publicists with different areas of media focus, viral publicists, investor relations facilitators and service providers etc. Don’t forget the political contacts and padding contacts. By ‘padding’ I mean contacts that may serve no active role other than having some big names affiliated with your company that can gain attention within and outside your specific industry genre.

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Here is the reality. When you are investigating the industry to find a consulting firm to work with to facilitate your ‘go public’ process, the first thing you need to do is make sure you are hiring a ‘turn-key’ solutions consulting group; meaning they need to offer everything soup to nuts in house because the second your consultant outsources anything, accountability is lost.

Next, on the issue of paying fees and also giving up equity, it should be either or, not both. If a company tells you that they want you to pay them in both upfront fees and in equity, you should laugh and walk away. In actuality the best deals for the client are those that are simply fee based, not equity based.

It’s better to pay 100k in a few easy installments than to pay millions in stock that will only be liquidated after the IPO which will completely obliterate your stock price and almost certainly ruin your company’s chances of success. It baffles me to see the scenarios that uninformed company owners accept. Currently there is a company that is promoting all over Google Adwords that they will take your company public for $25k and after a month of talking to the company, when you finally agree to use them they break the bad news that they are not going to charge you $25k or anything even close to that, they are, in fact, going to charge you $125k upfront, plus $10k to $20k for your initial SEC audit and on top of all of that they are going to take 30% of your company! It’s shocking but this group of consultants, because of their extensive advertising, has no problem bringing in clients and turning the tables on them at the last minute and sadly, because the client is uninformed, they accept the contract and pay the fees.

If you are going to give up any amount of equity in exchange for the process of going public, it should be with a licensed broker dealer and there should be zero out of pocket expenses from you. Your broker dealer should pay for the SEC audit, S-1 filing, SEC approval, FINRA approval, Symbol achievement and ongoing investor relations to keep your stock price solid. Unless your broker dealer is doing all of this, you need to find a new, full service broker.

Keep in mind, each consulting firm you talk to will give you a million reasons as to why their fee structure and process is the best but here are some comparable facts so that you can make the right decision on how to proceed. First of all, if you get an emotional consultant that acts like he is excited about your project and ‘can’t wait to get started’ this is bogus and you should walk away. The best consultants keep clients at arm’s length and never get emotional because it clouds the process and makes them ineffective. Besides, if they are acting so excited about your company it’s probably because they are trying to convince you of their legitimacy that won’t stand on its own merit.

Next you want to make sure that you are getting a quote on your specific company type which includes at a minimum: corporate structuring, strategic alliance facilitation, board of directors evaluation, business plan authoring built for IPO, investor finder service, SEC audit (the should be able to give you a general idea of the cost of the audit and have a company that you can use as most consultants don’t employ an auditor on staff), S-1 filing, SEC approval, FINRA approval, symbol achievement, market maker or broker dealer relationship/contract setup and investor relations for long term success.

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These recollections make us laugh as we mature and realize that is a perfectly straight forward reason for that shadow or rattling pipe etc. But this day in age it’s no longer the spooky ‘Scooby Doo’ style ghosts and goblins that haunt the dreams of our children. Instead, it’s the reality of state Marshals and Cops breaking into their home in the middle of the night to enforce a foreclosure eviction or a politician signing a bill that will strip them of their rights or the reality that when they get out of college they will immediately have a multi trillion dollar bill to pay because of today’s liberal welfare and social security misspending by politician snakes that slither around their room at night just waiting for the right time, when their guard is down, to strike.

The nightmare for our children is no longer a figment of an overgrown imagination. It’s all too real. How can we bring that innocence back into the dream space of our youth? For starters, take control of your career, step away from large corporations and get involved with the entrepreneurial small and medium size businesses in strong growth industry such as: alternative energy, technology, global distribution facilitation etc. If you are a business owner, don’t hook up an IV to the arm of your infant and sell your soul to the devil by taking a loan to grow your business. Institutional lenders backed by crooked and unqualified politicians will see to it that your company can not meet the terms and your business expansion loan will go delinquent and the IV will star sucking the life out of your offspring and all the gifts of a profitable company yielding a good college education, comfortable transition from university into a career, help with a down payment on a home and other competitive advantages that you want to provide and that your children deserve will go up in smoke while the fat cat politicians and institutional lenders laugh at you and move on to the next easy prey.

Stop and think before you fill out that bank loan application. Don’t put up your home as collateral for a business loan. Don’t take away from your children what should be theirs. Instead, do what the wealthy do, grow your company by creating opportunity for others to make money off of your business concept and track record. Even if you’re a small business making $2M per year, you can take your company public on the OTCBB. The OTCBB (Over The Counter Bulletin Board) is the spring board toward the possibility of a NASDAQ qualification but not necessarily a mandatory move to grow your company. The OTCBB is a trusted, solid exchange with respectable and consistent trading volume where you have access to all the growth capabilities of the industry big boys. You can cross collateralize your securities so you don’t have to personally sign for loans, you can purchase companies to grow quickly using your stock as currency. Bring on prize executives to help you grow your company by offering them stock in the company as they reach certain benchmark goals.

Step away from government lies that will damage the future of your children and banking contracts that will almost surely crucify your company as it’s slowly sucked into Hades like a diamond sinking into a bubbling tar pit. Take your company public and take advantage of the massive success that you truly deserve.

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I met James Scott at Earl’s, a fine dining establishment for Bucks County’s upper crust. The waitress was a snob, I was invisible to the bartender and the experience of waiting for him to arrive was a pride swallowing nightmare that is difficult to put into words then James walks in, polished, confident and ready to get down to business. “Why is my friend still standing” he snapped at the waitress walking by, “I’ll be with you in a…” before she could finish, he interrupted, “we’ll find our own seat, you’ll find us and bring us menus, Steve follow me”. We grabbed a table and to him, this was normal. “If you wait once you’ll spend your life waiting. So what can I do for you?”

I was expecting someone older, in their 50’s or 60’s, he was in his 30’s with a chip on his shoulder to act as warning to any opposition, anytime, anyplace that you may start an argument or debate, he’ll finish it. I became drawn in immediately. He received a call as we sat down from a congressman in the north east and spoke with such confidence, eloquence and authority I felt as though I was sitting in front of an 80 year old statesman that’s been born and bred into the political strategies game.

When he hung up my first question was “Where do you get your confidence to talk to power players with such comfort and ease?” He looked up at me with a glare that was focused and made me feel he was looking into me as opposed to at me and replied, “I think confidence is all relative to what you know and what you know you know” with a grin, he crossed his legs, ran both hands over his slacks and continued, “I made it a habit early on to say as little as possible so that when I was ready to talk I had the attention of the entire room. I made sure that I studied the attendees and read through the body language and speech patterns of everyone there to find the leaders, followers, supporters and skeptics and after collecting all this information I could determine who I needed to address in the room. After 12 years of studying body language and voice patterns it becomes a process of analyzing the situation at hand and responding with an objective strategy that can be applied to the situation. I gained confidence from the successes of using this process time and time again.”

“How do you define this unique area of consulting that you specialize in? There are only 3 or 4 other consultants globally that have the contacts to both economic power players and political lobbyists and special interest groups. How do you keep everyone happy in such a stressful environment where crisis management is typically the job you’re being hired for?”

The waitress arrived at the table, it was 10:35am, some people were still having breakfast, I ordered a coffee, he ordered a vodka tonic, double Belvedere with extra lime as if drinking in the morning was normal behavior. He answered “My core consulting genre is strategic facilitation. I started with public and pre public corporations by setting them up properly to go public, then my firm would take them public, put together a post public investor relations process to grow their marketability to investors and then help them expedite their growth with acquisitions and merger identification and facilitation.” He continued, “I began getting involved on the political side as I would be contacted by a lobbyist group that was working with a congressman or senator who had issues they were trying to sort out and there was no one to call so they would typically get referred to me from a board member of a company I structured and they would say something like, ‘our candidate is having a similar issues that the CEO of ABC Inc was having and we wanted to see if you could come on board to help us work it out . . .’ and that’s how I started getting involved on the political side. Politics just like general corporate and economic strategies have many similar threads. I just try to use the experience from one project for the next and so on. I guess more than anything now I’m a fixer but I’m working more with lobbyists and special interest groups.”

I asked him what prompted the change from focusing on corporate strategies to lobby and special interest, “Well, at the end of the day politicians are the visual identification for an agenda. The agenda is typically started by demands from the localized constituency. Lobbyist and special interest groups spend millions of dollars researching statistics and geographic layouts to find the areas of the country/world that their prototypical support base resides. The next move is to identify the political power-base in that region and initiate support planning. If the political figures are open the next thing is localized job creation and general economics. The convergence of the two in a way that is conducive to instantaneous capitalization and results is where I come in. I work with lobby firms because that is where the real power is, not the actual politician.”

Again, every word was pronounced perfectly, his vocabulary was authoritative, his eyes didn’t blink, his posture was perfect and I have to admit, I couldn’t find a single chink in his armor. There wasn’t an ounce of pretentious or insecure put-downs or belittling of anyone and in talking to him I felt myself gaining more and more respect and admiration for him.

This 30 something ‘kid’ has more global political pull than even the most seasoned politician yet he was comfortable in his skin and completely calm. His breathing was paced and as I looked for the prototypical nervous habits such as a bouncing foot on the floor, sweaty brow, nail biting etc, none were present. He was, in every sense of the term a W.A.S.P without a single trace of insecurity. I was in awe and when I think about it now I believe I took something away with me that day. I’m 54 years old and I have to admit, I look up to him. That may sound strange and it’s even stranger to admit this after I’ve been writing on economics for 25 years.

As we wrapped up the meeting (he only set 20 minutes aside for me and time flew by) his next meeting rolled in. A Chinese oil company needing his strategies to help them out of some issues in Africa. “have a seat gentlemen” he said “I’m going to walk my friend out and will be back in a moment.” He walked me out and we shook hands and he said, “I know you’re a journalist and you’ll want to ask me how I want to be portrayed in the article and I would say this, just go with your gut. I have nothing to hide and my reputation is more about what I am able to accomplish for my clients as opposed to what potential clients read about me. Just write for your readers and it will be fine.” He put his left hand on my shoulder while his right hand stopped shaking my hand and just held it for a moment and then he walked away.

That’s it. That was my interview with James Scott, CEO of the almighty Princeton Corporate Solutions. We didn’t get into the juicy family topic because he wouldn’t mix work and family, we didn’t cover any controversy that surrounds him because there is none, there are no legitimacy issues with him as his cell phone has the world’s most influential professionals and political organizations on first name speed dial.

What I took away from this interview is one thing. The economy is in shambles our government is a disaster but there is a part of me that feels safe and secure knowing that James Scott is involved in the process. We need people like him to help the power structure keep order and to make the moves by these groups solid, strategic and strong enough to help us rebound the devastation we are now experiencing. We need leaders who were born to lead to take us as a people by the hand and tell us that it’s going to be OK and to just focus on our jobs and family, there are qualified people working in the shadows that don’t need nor want special recognition or their names in lights. James Scott is the silent leader that enables crumbling economies to rise again and hopeless corporate organizations to thrive. Keep an eye out for him; chances are he’s turning around a company or an economy near you.

Find out more about James Scott and Princeton Corporate Solutions, some more information can be found on their Corporate Blog

As an IPO consultant it’s not my job to sell the company on why they should go public. It’s my job to question their motivations and play devil’s advocate to try to test their theories and inject factual information that will either make them more confident with their decision or talk them out of taking this path. Proceed with caution. If you get an IPO facilitation firm on the phone and they are absolutely in love with your company, idea and plans from the onset of the conversation, chances are you’re going to regret it in the end as this consultant has too much time on their hands and sees an easy ‘fee oriented’ target.

Going public is a mutual effort and can only work if both sides are going to make out financially in the end, not upfront. Consultants that charge front heavy fees are typically not going to be around in a stabilization or advisory capacity once you are public which means you’ll almost certainly fail to raise the public capital you’re seeking. Instead, find a consultant that levels out their fee structure with a general retainer fee and most of the compensation on the back end. Retainer fees of $40k to $50k are common among established and legitimate consulting firms. You’ll also have the PCAOB audit which will range from $10k to $30k and the S1 filing and comments fees for legal should be tied into the back end with some general expense compensation during the process. Your market maker attachment and 15c211 filing should also be included in back end equity by the consultant.

As far as equity compensation keep in mind that if a consulting firm wants to take all upfront fees and makes no mention of the post public equity distribution then they are taking you on as a client for the wrong reasons. If they believe in your concept and truly want to get involved to assist you in a well rounded, strategic offering they will insist on an equity stake of 5% to 20% depending on how much pre public structuring and strategies as well as post public work must be done.

In going public your company can become a globalized, stable industry powerhouse but attaching yourself to the wrong facilitator upfront can damn your efforts before they begin. Find a well published, full service consulting firm that will take control of the situation so you can focus on your business and not have to worry about the intricacies that can destroy your offering potential.

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Qualify your S1 lawyer the way you would a blind, deaf, mute, quadriplegic proctologist before you go in for surgery. The fact that they can do what you’ve read in their promotional material is possible but most likely won’t happen, not that it can’t happen it’s just they can’t make it happen. Got it?

Be wary of S1 attorneys that will try to confuse you and distract you from your original goal. Let’s say it was your goal to go public on the OTCBB, the attorney who wants to take you for a ride will distract you with statements geared towards far fetched issues to scare you into submitting to their, not so far off, actions of adding fees, slicing off equity and other things of this nature. A perfect example is an attorney who gets involved with the client’s PPM share price with oppressive authority. If you’re company has a valuation of $3m they are trying to tell you to sell shares pre public for $1.00 or so which is absolutely, completely unrealistic, especially when you look at existing in the post public arena. They will tell you that at .20 cents per share pre public your pre revenue company will never have a chance to get on the NASDAQ (NASDAQ should be the furthest thing from your mind at this stage as you should be focusing on your pre public share price and post public IR). If the predator S1 lawyer sees you’re organized and have a solid comprehension of the process they will take away your confidence in those around you to gain more dependence by you. They will tell you that you can’t pay your IR firm the way you’ve already pre negotiated or that they are dirty or whatever.

When it comes to the PCAOB audit they will absolutely insist on you using their guy even though he charges twice the amount of other firms that gave you a quote and you can rest assured that the markup is their commission for scaring you into using this firm.

At the end of the day the predatory S1 attorney will confuse you, up-sell, over charge, scare, belittle and whatever else they have to do to make sure that at the end of the day they can get away with charging and taking everything without having to deliver anything and it will be structured so that the blame falls on you for not fulfilling the obligations set on you by the attorney. Good luck out there!

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Scams such as platform based funding, banking instrument collateralized lending, shelf corporation scams and on and on. Fortunately there is a light at the end of the tunnel thanks to some of the venture capital and private equity industry’s talented global finance executives who have decided enough is enough.

Now entrepreneurs are seeing professional collective funding efforts put forth by these seasoned finance gurus in the form of online membership databases which possess some of the best kept secrets in the global funding markets. Many of these databases include finance companies and methods that have never been available to the public and were used for decades by VC professionals who were able to pull off funding miracles on behalf of clients and in return made hefty commissions.

Now, with these unique contacts being placed in database form they are now available to everyone and anyone who needs capital. Imaging going to one website, joining for a modest fee and getting access to thousands upon thousands of private investors, angel investors, venture capital firms, hard money lenders, private equity firms, aggressive hedge fund lenders, Asian and European finance, factoring and other wonderful and easily comprehensive options to acquire capital.

A few of these membership databases have even taken the next step to give the business owners the elements to promote their business in a way that will help them pass due diligence with ease. Some venture capital executives got so fed up with having a client with a great business model, solid infrastructure, exceptional board of directors and even money in the bank but the deal would die when the company went into the due diligence and offer phase that they actually paid programmers to design a download-able application that offers the entrepreneur easy yet extremely powerful publicity with the strength of an actual high end PR firm all at the click of a button, it’s truly amazing.

The economy may not be what it used to be but it has forced the evolution of certain aspects of the financial industry to be more small business and entrepreneur friendly. There is massive funding out there for your company if you take the time to look.

Do You Need Financing For Your Business? Do You Need Angel Investors, Private Investors or Venture Capital, then visit Angel Funding Project’s site and find the best Business Funding Sources In The Industry.

The truth is some attorneys who perform great on some public offerings are an absolute nightmare on other transactions. Some board members with a gargantuan size portfolio of contacts are worth the aggravation on some deals but on others fall flat on their face as they try to take the whole company to the ground with them. The reality is qualifying an attorney for the process of an S1 filing goes far beyond whether they’ve got time and experience under their belt. You need to ask the more difficult questions that are almost impossible to test for such as, how do they react in stressful situations? Are they open to stepping outside of their comfort zone to engage in cutting edge filing strategies to speed up the offering process? Do they help with the fundraising? Are they able to refer a PCAOB auditor and a market maker to file the 15c211? These are things that need to be addressed with your S1 attorney but are difficult to actually test beforehand.

Each lawyer is different and all I can say is sit down with them and drill them with a million different questions from a multitude of angles to test their knowledge and their patience. Watch their facial expressions, hand gestures, eye and forehead shift. Look for a bouncing leg or foot and other nervous habits and what questions did you ask to trigger this nervous twitch?

The same techniques can be used for qualifying a board member. The only way to get the best idea of whether there is a fit is to push them to the brink during the interview?

Be careful with this as many qualified professionals could easily take this challenge as disrespect and they’ll walk so don’t be rude or arrogant but with a placid look on your face and a calm voice, drill them and drill them hard.

Many consultants in this industry, myself included had to learn this lesson the hard way and took a lot of time and effort to correct the mistake of bringing on the wrong individual for the solution we were seeking. This is an extremely high stress industry and the environment is constantly at 100 degrees.

Concentrate on being calm, forward thinking, compromising on some issues and uncompromising on others, write down 10 pages of questions and when you sit down with the candidate ask all those questions and other questions that come to mind during the meeting. Test them, push them and get the right person for the job.

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The lifeguard shack is empty and the waves begin to build. You’re trying to swim back to shore but the current violently drags you out further into the ocean. You fight to stay afloat as one wave after the next crashes upon you. Your lungs fill up with water, you’re muscles cramp and just as you’re about to give into your fate, the rain stops and the water becomes calm. You can gather just enough energy to begin to swim back to the beach. All of a sudden you feel a bump on your thigh and then a sharp pain on your foot as you’re drug down into the darkness and as you fight to free yourself you notice that you’ve unknowingly swam into the center of a starving school of sharks and they take turns gnawing off pieces of your flesh.

Your arms, back, legs, neck, face, chest and feet all shredded by the razor sharp teeth of sharks. The blood only attracts more sharks of different colors and shapes. All you can do is kick, punch and scream to keep your limbs intact then suddenly you feel sand beneath your feet, you’ve reached the shoreline and you craw with every ounce of strength you have left toward the abandoned lifeguard shack. Once you’re on land you look out at the ocean and the entire expanse of the water is teaming with sharks. You look down at your body and though in one piece has been ripped to shreds.

This is the most accurate description I can give of what it’s like to try to go public or expand globally without the proper game plan and consultants watching your back and helping you contemplate your chain of moves as you go forward. There is an entire industry out there that is just waiting for you to step off the path and into the shadows so they can get a piece of you. Wasted capital here, wasted capital there, it all adds up.

When taking your company public or planning a product or service expansion into outside geographic proximities why go it alone? Seek out qualified consultants that can navigate you through the shark infested waters so that you can achieve your goals quickly and with as few bumps in the road as possible.

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