- Amended Annual Report (10-K/A)
October 12 2012 - 8:00AM
Edgar (US Regulatory)
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended
June 30, 2012
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Commission File Number 001-34024
Sino-Global Shipping America, Ltd.
(Exact name of registrant as specified in
its charter)
Virginia
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11-3588546
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or organization)
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identification number)
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136-56 39th Avenue,
Room #305
Flushing, NY 11354
(Address of principal executive offices
and zip code)
(718) 888-1814
(Registrant’s telephone number, including
area code)
Securities registered under Section 12(b)
of the Exchange Act:
Title of each class
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Name of each exchange on which registered
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Common Stock, without par value per share
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NASDAQ Capital Market
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Securities registered under Section 12(g)
of the Exchange Act:
None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
x
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
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Indicate
by check mark if there is disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form,
and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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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). Yes
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No
x
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 (§232.45 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No .
The Company is authorized to issue 10,000,000
shares of common stock, without par value per share, and 1,000,000 shares of preferred stock, without par value per share. As
of September 28, 2012, the Company had issued and outstanding 2,903,841 shares of common stock and no shares of preferred stock.
The aggregate market value of the shares
of common stock, without par value (“Common Stock”), of the registrant held by non-affiliates on December 31, 2011
was approximately $3,224,762, based on the closing sales price of $2.20 per share, as reported on the NASDAQ Capital Market, multiplied
by the number of outstanding shares held by non-affiliates on that date (1,465,801 shares).
Explanatory Note
Sino-Global Shipping America, Ltd. is filing this Amendment
No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form
10-K”), filed with the U.S. Securities and Exchange Commission (“SEC”) on September 28, 2012, for the sole
purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-K. This Form
10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent
to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
PART III — OTHER INFORMATION
Item 15. Exhibits, Financial
Statement Schedules.
Number
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Exhibit
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3.1
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Articles of Incorporation of Sino-Global Shipping America, Ltd.(1)
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3.2
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Bylaws of Sino-Global Shipping America, Ltd. (1)
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4.1
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Specimen Certificate for Common Stock (1)
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10.1
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Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (1)
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10.2
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Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (1)
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10.3
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Proxy Agreement by and among Cao Lei, Zhang Mingwei, the Company and Sino-China. (1)
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10.4
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Equity Interest Pledge Agreement by and among Trans Pacific, Cao Lei and Zhang Mingwei. (1)
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10.5
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Exclusive Equity Interest Purchase Agreement by and among the Company, Cao Lei, Zhang Mingwei and Sino-China. (1)
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10.6
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First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (1)
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10.7
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First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (1)
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10.8
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Agency Agreement by and between the Company and Beijing Shou Rong Forwarding Service Co., Ltd. (1)
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14.1
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Code of Ethics of the Company.(2)
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21.1
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List of subsidiaries of the Company.(3)
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31.1
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)
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31.2
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)
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32.1
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
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32.2
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
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101.INS
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XBRL Instance Document.(5)
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101.SCH
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XBRL Taxonomy Extension Schema Document.(5)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.(5)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.(5)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.(5)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.(5)
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(1)
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Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611.
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(2)
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Incorporated by reference to the Company’s Form 10-KSB filed on September 29, 2008, File No. 001-34024.
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(3)
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Incorporated by reference to the Company’s Form 10-K filed on September 22, 2009, File No. 001-34024.
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(4)
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Previously filed/furnished.
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(5)
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Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SINO-GLOBAL SHIPPING AMERICA, LTD.
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October 12, 2012
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By:
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/s/ Zhang Mingwei
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Zhang Mingwei
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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October 12, 2012
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By:
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/s/ Cao Lei
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Cao Lei
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Chief Executive Officer
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(Principal Executive Officer)
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October 12, 2012
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By:
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/s/ Wang Jing
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Wang Jing
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Independent Director
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October 12, 2012
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By:
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/s/ Dennis Laing
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Dennis Laing
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Independent Director
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October 12, 2012
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By:
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/s/ Joseph Jhu
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Joseph Jhu
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Independent Director
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Exhibit Index
Number
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Exhibit
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3.1
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Articles of Incorporation of Sino-Global Shipping America, Ltd.(1)
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3.2
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Bylaws of Sino-Global Shipping America, Ltd. (1)
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4.1
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Specimen Certificate for Common Stock (1)
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10.1
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Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (1)
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10.2
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Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (1)
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10.3
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Proxy Agreement by and among Cao Lei, Zhang Mingwei, the Company and Sino-China. (1)
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10.4
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Equity Interest Pledge Agreement by and among Trans Pacific, Cao Lei and Zhang Mingwei. (1)
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10.5
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Exclusive Equity Interest Purchase Agreement by and among the Company, Cao Lei, Zhang Mingwei and Sino-China. (1)
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10.6
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First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (1)
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10.7
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First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (1)
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10.8
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Agency Agreement by and between the Company and Beijing Shou Rong Forwarding Service Co., Ltd. (1)
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14.1
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Code of Ethics of the Company.(2)
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21.1
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List of subsidiaries of the Company.(3)
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31.1
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)
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31.2
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)
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32.1
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
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32.2
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
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101.INS
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XBRL Instance Document.(5)
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101.SCH
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XBRL Taxonomy Extension Schema Document.(5)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.(5)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.(5)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.(5)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.(5)
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(1)
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Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611.
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(2)
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Incorporated by reference to the Company’s Form 10-KSB filed on September 29, 2008, File No. 001-34024.
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(3)
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Incorporated by reference to the Company’s Form 10-K filed on September 22, 2009, File No. 001-34024.
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(4)
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Previously filed/furnished.
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(5)
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Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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