General Information

This information should be read in conjunction with the interim unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q (the "Report"), and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended February 28, 2021, filed with the Securities and Exchange Commission on June 8, 2021.

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under "Part I - Financial Information - Item 1. Financial Statements".

Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this Report may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled "Item 1A. Risk Factors" of this Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to NextPlay Technologies, Inc., is also based on our good faith estimates.

Unless the context requires otherwise, references to the "Company," "we," "us," "our," and "NextPlay" refer specifically to NextPlay Technologies, Inc., formerly Monaker Group, Inc., and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this report only:





  ? "Exchange Act" refers to the Securities Exchange Act of 1934, as amended;




  ? "SEC" or the "Commission" refers to the United States Securities and Exchange
    Commission; and




  ? "Securities Act" refers to the Securities Act of 1933, as amended.



Where You Can Find Other Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act. The SEC maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically. Additional information about us is available on our website at www.nextplaytechnologies.com. We do not incorporate the information on or accessible through our websites into this filing, and you should not consider any information on, or that can be accessed through, our websites as part of this filing.





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Summary of The Information Contained in Management's Discussion and Analysis of Financial Condition and Results of Operations

Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:





  ? Overview. Discussion of our business and overall analysis of financial and
    other highlights affecting us, to provide context for the remainder of MD&A.

  ? Results of Operations. An analysis of our financial results comparing the
    three and nine months ended November 30, 2021 and 2020.

  ? Liquidity and Capital Resources. An analysis of changes in our consolidated
    balance sheets and cash flows and discussion of our financial condition.




    ?  Critical Accounting Policies and Estimates. Accounting policies and
       estimates that we believe are important to understanding the assumptions
       and judgments incorporated in our reported financial results and forecasts.




OVERVIEW



NextPlay Technologies, Inc. and its consolidated subsidiaries is building a technology solutions company, offering games, in-game advertising, digital asset products and services, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative advertising technology ("AdTech"), Artificial Intelligence ("AI") and financial technology ("FinTech") solutions to leverage the strengths and channels of its existing and acquired technologies.

NextPlay is organized into three divisions: (i) NextMedia, the Company's Interactive Digital Media Division; (ii) NextFinTech, the Company's Finance and Technology Division; and (iii) NextTrip, the Company's Travel Division.





NextMedia Division



HotPlay


HotPlay Enterprise Limited ("HotPlay"), which is wholly-owned by NextPlay, is an in-game advertising ("IGA") platform that delivers advertisements into video games without disrupting gameplay, enabling video games to monetize without compromising on the integrity of the game. The platform enables advertisers and merchants of all sizes to hyper-locally deliver promotional coupons to gamers, offering them real world rewards from playing video games. Video games could also deliver relevant virtual rewards through the platform in order to increase retention rate.

Upon receiving the rewards, gamers are able to access them via the HotPlay redemption mobile application ("Redemption App"). The redemption app also features a list of games integrated with HotPlay IGA, giving video games visibility among the HotPlay user base.

In order to increase HotPlay IGA adoption among third party video game developers, HotPlay has established an in-house game development studio dedicated to developing casual and hyper-casual games that help showcase the capabilities of our technology.





Reinhart TV/Zappware


Reinhart TV AG/Zappware NV ("Reinhart") is an award-winning entertainment service provider. The platform, which is currently deployed on devices across Europe and Latin America, provides end users with an intuitive and personalized multi-screen TV experience across set-top boxes, connected TVs, smartphones, tablets, and PCs. The platform also provides a service management system that enables operators to effectively manage user experience and monetization of their services.





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Following the 51% acquisition of Reinhart TV on June 23, 2021, NextPlay is integrating its HotPlay IGA platform with Reinhart, which is anticipated to provide HotPlay access to Reinhart's significant Pay TV customer base. Furthermore, the integration is expected to provide Reinhart with a more comprehensive offering for operators as they transition from a business-to-business (B2B) model to a business-to-business-to-consumer (B2B2C) model. NextPlay plans to further increase the combined platform suite of services by integrating FinTech and Travel service offerings in the future.





NextFinTech Division



Next Fintech


NextPlay owns 100% of Next Fintech Holdings, Inc. (formerly Longroot, Inc.) ("Next Fintech"), which in turn owns 75% of Longroot Limited, a Cayman Islands company ("Longroot Cayman"). Longroot Cayman owns 49% of the outstanding ordinary shares (with 51% of the preferred shares owned by two Thai citizen nominee shareholders) of Longroot Holding (Thailand) Company Limited ("Longroot Thailand"), provided that Longroot Cayman controls 90% of Longroot Thailand's voting shares and therefore effectively controls Longroot Thailand. Longroot Thailand is an Initial Coin Offering ("ICO") Portal that provides digital asset financing and investment services that are fully regulated and licensed by the Securities and Exchange Commission of Thailand (the "Thai SEC"). It is focused on creating Thai regulated cryptocurrencies backed by high quality assets that are designed to be more resistant to market declines. The initial class of assets includes video games, insurance, precious metals, and real estate.

Longroot Thailand is a licensed ICO Portal under the Thai SEC, and is regulated under the Thai Digital Asset Law which stipulates that all offerings of digital assets have to be conducted via a Thai SEC licensed ICO Portal.

NextBank International

NextBank International ("NextBank") (previously International Financial Enterprise Bank), which is wholly-owned by NextPlay, is an International Financial Entity ("IFE") operating under the laws of the Commonwealth of Puerto Rico. Licensed under Act 273 by the Office of the Commissioner of Financial Institutions ("OCIF"), NextBank currently offers concierge services to high net worth individuals and entrepreneurs, and loan products.

Following the completed acquisition of NextBank on July 21, 2021, NextPlay plans to create a diversified FinTech solution company that offers asset banking, asset management and mobile payment and banking services.





NextTrip Division



NextTrip


NextTrip (currently operated through NextPlay) offers booking solutions for both business and leisure travel via NextTrip Business and NextTrip Journeys, respectively. NextTrip Business offers corporate travel management solutions for small- and medium- sized businesses and allows companies to manage travel expenses, travel booking, expense reports, and provides access to concierge-like travel support services, while NextTrip Journeys provides an online travel agency portal where Personal Journey Consultants book and manage vacation packages with concierge like services.

The platform is powered by a proprietary booking engine that has approximately $3.4 million instantly confirmed vacation rental units. Some fluctuation in inventory may occur as the Company continues to rationalize the number of available units based upon several factors including the ongoing impact of the pandemic, the uniqueness of inventory from supplier partners, and the needs of the Company's distribution partners.

Travel Magazine

Travel Magazine is an online digital media company whose goal is to inspire travelers to explore the world. Travel Magazine publishes articles, videos, and interactive media highlighting travel destinations throughout the world. Through its interactive media platform, leveraging NextPlay Technology solutions, Travel Magazine also plans to offer non-fungible tokens ("NFTs").





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Novel Coronavirus (COVID-19)


In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a "Public Health Emergency of International Concern" on January 30, 2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and local jurisdictions began issuing 'stay-at-home' orders. For example, the state of Florida, where the Company's principal business operations are, issued a 'stay-at-home' order effective on April 1, 2020, which remained in place, subject to certain exceptions, through June 2020, when the order was gradually lifted.

The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, 'stay-at-home' orders and required social distancing orders, severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses, the majority of which have now been lifted.

The measures implemented to contain the COVID-19 pandemic have had, and may in the future have continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position.

The duration and severity of the COVID-19 pandemic are still uncertain and difficult to predict at this time. The pandemic could continue to negatively affect global economic activity for an extended period of time, even as restrictions have been lifted in most jurisdictions and vaccines are widely available in the United States and certain other countries. The effects of COVID-19 may significantly reduce discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially for a prolonged period.

The Company's liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms and insolvencies.

It is difficult to estimate COVID-19's impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been, and likely will continue to be, significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future. In the near term, we do expect that the COVID-19 pandemic will continue to negatively affect our operating results and year-over-year results.

As a result of the above, we may be forced to scale back our operations, adjust our plan of operations, borrow or raise additional funding, which may not be available on favorable terms if at all. In the event we require and are unable to raise additional funding in the future, we may be forced to seek bankruptcy protection.





RESULTS OF OPERATIONS



For the Three months Ended November 30, 2021 Compared to three months Ended November 30, 2020





Revenues


Our total revenues increased to $4,199,100 for the three months ended November 30, 2021, as compared to $0 for the three months ended November 30, 2020, an increase of $4,199,100 from the prior period. The increase in sales is a result of the Company's acquisition of HotPlay, now part of NextPlay Technologies, which included the acquisitions of Reinhart TV, NextBank, and Longroot. Digital interactive media revenue increase $3,698,329 from the organic growth of digital media globally, FinTech revenue increased $420,522 from the loan portfolio growth and increase in bank services transactions and travel revenue increased $80,249. Travel revenue is being affected less as travel destinations lift COVID-19 restrictions, as we have experienced an increase in travel reservations during the 3rd quarter. Some travelling schedules have been postponed to later in the year, or the beginning of next year; however, the ultimate effect, duration and effects of the COVID-19 pandemic are currently unknown at this time.





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Cost of Revenues



Our total cost of revenues increased to $1,952,932 for the three months ended November 30, 2021, compared to $0 for the three months ended November 30, 2020. Our gross profit was $2,246,168 for the three months ended November 30, 2021, compared to $0 for the three months ended November 30, 2020. Cost of revenues and gross profit increased in line with revenue.





Operating Expenses


Our operating expenses include general and administrative, salaries and benefits, technology and development, stock-based compensation, selling and promotion and depreciation and amortization. Our operating expenses increased to $11,121,312 for the three months ended November 30, 2021, as compared to the $462,455 for the three months ended November 30, 2020.

This increase was mainly related to:

(i) general and administrative expenses, which increased $4,561,992 to $4,792,330 for the three months ended November 30, 2021, as compared to $230,338 for the three months ended November 30, 2020. The increase is mainly due to loan related expenses of $1,916,860, professional fees of $1,158,559, and consultant fees of $735,780.

(ii) a $2,822,223 increase in salaries and benefits;

(iii) a $1,824,523increase in depreciation and amortization;

(iv) a $440,142increase in selling and promoting expenses;

(v) a $344,775 increase in technology and development expenses; and

(vi) a $665,202 increase in stock-based compensation.





Other Income and Expenses


Our other income and expenses include valuation gain or loss on investments, interest expense, and other income. Our total other expenses increased to $800,991 for the three months ended November 30, 2021, compared to other income of $41,617 for the three months ended November 30, 2020, a change of $842,678 from the prior period. The increase is mainly attributable to the valuation loss, net of our holdings in Axion, Bettwork, Verus (defined below) and Recruiter.com, as described in greater detail in "Note 6 - Investment in Unconsolidated Affiliates", which resulted in a loss of $842,608.





Non-Controlling Interest


We had an increase in non-controlling interest of $564,842 for the three months ended November 30, 2021, compared to a decrease in non-controlling interest of $99,881 for the three months ended November 30, 2020, mainly a result from recording Longroot's fair value of assets and liabilities which affected goodwill and non-controlling interest and loss allocation for the period.





Net Loss


We had a net loss attributable to the Company of $9,059,632 for the three months ended November 30, 2021, compared to a net loss attributable to the Company of $532,600 for the three months ended November 30, 2020, resulting in an increase in net loss of $8,527,032 from the prior period. The increase in the net loss was primarily due to the increase in operating expenses of $10,658,857.





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For the Nine months Ended November 30, 2021 Compared to the Nine months Ended November 30, 2020





Revenues


Our total revenues increased to $6,846,383 for the nine months ended November 30, 2021, as compared to $0 for the nine months ended November 30, 2020. The increase in sales is a result of the reverse acquisition of HotPlay which include Reinhart TV, IFEB Bank, and Longroot. Digital Interactive Media Revenue increase $6,015,365 (mainly a result of Reinhart acquisition in 2nd quarter) from the organic growth of digital media globally, FinTech revenue increased $713,879 from the loan portfolio growth and increase in bank services transactions and travel revenue increased $117,139. Travel revenue is being affected less as travel destinations lift COVID-19 restrictions, as we have experienced an increase in travel reservations. Some travelling schedules have been postponed to later in the year, or the beginning of next year; however, the ultimate effect and duration of the COVID-19 pandemic are currently unknown at this time.





Cost of Revenues



Our total cost of revenues increased to $3,227,272 for the nine months ended November 30, 2021, compared to $0 for the nine months ended November 30, 2020. Our gross profit was $3,619,111 for the nine months ended November 30, 2021, compared to $0 for the nine months ended November 30, 2020. Cost of revenues and gross profit increased in line with revenue.





Operating Expenses


Our operating expenses include general and administrative expenses, salaries and benefits, technology and development, stock-based compensation, selling and promotions expenses, and depreciation and amortization. Our operating expenses increased by $16,859,145 to $17,850,605 for the nine months ended November 30, 2021, as compared to $991,460 for the nine months ended November 30, 2020.

This increase was mainly related to the acquisition in 2021 compared to 2020 representing only HotPlay business, hence all operating expenses increased as detailed below:

(i) General and administrative expenses as a result of the Company's reverse acquisition of HotPlay which increased $6,584,895 to $7,038,226, for the nine months ended November 30, 2021, as compared to $453,331 for the nine months ended November 30, 2020. The increase is mainly due to loan related expenses of $2,176,221, professional fees of $1,687,634, and consultant fees of $1,151,839.

(ii) a $4,839,088 increase in salaries and benefits related;

(iii) a $3,157,149 increase in depreciation and amortization;

(iv) a $801,771 increase in selling and promoting expenses;

(v) a $595,807 increase in technology and development expenses; and

(vi) a $880,435 increase in stock-based compensation.





Other Income and Expenses


Our other income and expenses include valuation gain or loss on investments, interest expense, and other income.

Our total other expenses increased to $5,480,167 for the nine months ended November 30, 2021, compared to other income of $17,070 for the nine months ended November 30, 2020, a change of $5,497,237 from the prior period. The increase is mainly attributable to the valuation loss, net of our holdings in Axion, Bettwork, and Recruiter.com, as described in greater detail in "Note 6 - Investment in Unconsolidated Affiliates", which resulted in a loss of $2,339,071, and impairment loss on intangible assets of $3,126,543 for the nine months ended November 30, 2021.





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Non-Controlling Interest


We had an increase in non-controlling interest of $5,190,354 for the nine months ended November 30, 2021, compared to an increase in loss from non-controlling interest of $255,051 for the nine months ended November 30, 2020, mainly a result from reverse acquisition recapitalization, recording Longroot's fair value of assets and liabilities which affected goodwill and non-controlling interest and loss allocation for the period.





Net Loss


We had a net loss attributable to the Company of $18,269,396 for the nine months ended November 30, 2021, compared to a net loss attributable to the Company of $731,220 for the nine months ended November 30, 2020, resulting in an increase in net loss of $17,538,176 from the prior period. The increase in the net loss was primarily due to the increase in operating expenses of $16,859,145 and an increase in other expenses of $5,497,237, of which $3,126,543 related to impairment on intangible assets and $2,339,071 related to impairment on investment.

LIQUIDITY AND CAPITAL RESOURCES

On November 30, 2021, we had $20,472,178 of cash on-hand which was an increase of $20,027,258 from $444,920 on February 28, 2021. The increase in cash on hand was mainly attributable to the business acquisition activity, where there was an increase of $21,974,124 in financing activities, an increase of $11,572,737 in investing activities, offset by cash used for operating activities of $12,574,379.

As of November 30, 2021, the Company had total current liabilities of $26,375,283, which were mainly attributed to the Company's reverse acquisition of HotPlay as well as the business combination of the IFEB and Reinhart TV and Zappware. The total liabilities consists of the Secured Promissory Notes owed to Streeterville Capital LLC in principal amount of $4,053,737 (and additional accrued interest of $516,445 as of November 30, 2021), short-term loans $3,653,724 related to the Reinhart/Zappware acquisition, an increase of accounts payable and accrued expense of $5,393,554, accrued payroll of $855,096 and accrued interest from notes of $918,762 due to the reverse acquisition and business combination of IFEB and Reinhart/Zappware. Deferred revenue increased $517,310 from $0 as of November 30, 2020. IFEB increased other current liabilities in the amount of $9,638,613 due to customer deposit.

As of November 30, 2021, we had approximately $121.0 million in total assets, $31.0 million in total liabilities, working capital of $24.0 million and a total accumulated deficit of $19.5 million.

Cash used in operating activities was $12,574,379 for the nine months ended November 30, 2021, compared to $656,407 of cash used in operating activities during the nine months ended November 30, 2020. The increase was mainly due to an increase unbilled receivable of $4,369,424, other current liabilities of $1,745,492, and increase of loans receivable of $1,389,808, which were offset mainly by accounts receivable of $4,863,328 which are mainly due to the reverse acquisition and the new entities being consolidated in the quarter.

Net cash provided by investing activities was $11,572,737 for the quarter ended November 30, 2021, as compared to net cash used in investing activities of $4,572,164 for nine months ended November 30, 2020. The increase in cash provided by investing activities can be attributed mainly to the effects of the business combination as part of the reverse acquisition in the amount of $9,323,686 and $4,200,006 which represents the cash from the business combination with NextPlay and IFEB, respectively.

Net cash provided by financing activities was $21,974,124 for the nine months ended November 30, 2021, compared to net cash provided by financing activities of $5,304,194 for the nine months ended November 30, 2020. The increase was primarily due to proceeds from sale of stock in the amount of $27,850,000, which were offset mainly by the payment on promissory notes in the amount of $8,199,576.





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Additional information regarding our acquisitions and dispositions, notes receivable, investments in equity instruments, notes payable can be found under "Part I. Financial Statements-Item 1. Financial Statements", "Note 4 - Acquisitions and Dispositions", "Note 5 - Related party transactions", "Note 6 - Investment in Unconsolidated Affiliates", "Note 7 - Notes Receivable", and "Note 9 - Notes Payable", and "Note13 - Subsequent Events".

We have limited financial resources. We currently have a monthly cash requirement of approximately $1,450,000, exclusive of capital expenditures. Management intends to seek additional capital or obtain additional credit facilities or loans. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses, or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.

We will need additional capital to support the on-going operation, increase market penetration of our products, expand the marketing and development of our travel and technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition, and liquidity. As of November 30, 2021, we had approximately $26.4 million of current liabilities. We currently have limited resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern.

To date, we have funded our operations with the proceeds from equity and debt financings and we anticipate we will need to meet our funding requirements through the sale of additional equity or debt financing, which funds may not be available on favorable terms, if at all. We anticipate that we would need several millions of dollars to properly market our services and fund the operations for the next 12 months.

Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of the Company's financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, convertible promissory notes and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021, which was filed with the SEC on June 8, 2021, are those that depend most heavily on these judgments and estimates. As of November 30, 2021, there had been no material changes to any of the critical accounting policies contained therein.

Recently Issued Accounting Standards

For more information on recently issued accounting standards, see in "Note 1 - Summary of Business Operations and Significant Accounting Policies", to the Notes to Consolidated Financial Statements included herein under "Part I - Financial Information - Item 1. Financial Statements".





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