If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes).
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 2 of 11 Pages
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1.
|
|
NAMES OF
REPORTING PERSONS
W. C. Carson
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
☒
(b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
AF
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
27,839,500*
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
27,839,500*
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
27,839,500*
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.35%**
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14.
|
|
TYPE OF REPORTING PERSON
IN
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*
|
Includes 8,333,334 shares of common stock into which outstanding debentures owned by Carson Haysco Holdings, LP and Carson Diversified Investments, LP are convertible. W.C. Carson owns 100% of Carson Diversified GP,
LLC, a Texas limited liability company that is the general partner of each of Carson Haysco Holdings, LP and Carson Diversified Investments, LP.
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**
|
The number of outstanding shares used for the calculation of the percent of class includes (i) 325,013,789 shares of Common Stock outstanding as of September 19, 2016, as reported in the Issuers Annual Report on
Form 10-K for the year ended June 30, 2016 and filed September 23, 2016, and (ii) 8,333,334 shares issuable pursuant to the convertible debentures.
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 3 of 11 Pages
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1.
|
|
NAMES OF
REPORTING PERSONS
Carson Diversified GP, LLC
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2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
☒
(b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
AF
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5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
27,839,500*
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
27,839,500*
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
27,839,500*
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.35%**
|
14.
|
|
TYPE OF REPORTING PERSON
OO
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*
|
Includes 8,333,334 shares of common stock into which outstanding debentures owned by Carson Haysco Holdings, LP and Carson Diversified Investments, LP are convertible. W.C. Carson owns 100% of Carson Diversified GP,
LLC, a Texas limited liability company that is the general partner of each of Carson Haysco Holdings, LP and Carson Diversified Investments, LP.
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**
|
The number of outstanding shares used for the calculation of the percent of class includes (i) 325,013,789 shares of Common Stock outstanding as of September 19, 2016, as reported in the Issuers Annual Report on
Form 10-K for the year ended June 30, 2016 and filed September 23, 2016, and (ii) 8,333,334 shares issuable pursuant to the convertible debentures.
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 4 of 11 Pages
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1.
|
|
NAMES OF
REPORTING PERSONS
Carson Haysco Holdings, LP
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
☒
(b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
WC
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
13,919,750*
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
13,919,750*
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
13,919,750*
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.23%**
|
14.
|
|
TYPE OF REPORTING PERSON
PN
|
*
|
Includes 4,166,667 shares of common stock into which an outstanding debentures owned by Carson Haysco Holdings, LP are convertible. W.C. Carson owns 100% of Carson Diversified GP, LLC, a Texas limited liability company
that is the general partner of Carson Haysco Holdings, LP.
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**
|
The number of outstanding shares used for the calculation of the percent of class includes (i) 325,013,789 shares of Common Stock outstanding as of September 19, 2016, as reported in the Issuers Annual Report on
Form 10-K for the year ended June 30, 2016 and filed September 23, 2016, and (ii) 4,166,667 shares issuable pursuant to the convertible debentures owned by Carson Haysco Holdings, LP and Carson Diversified Investments, LP.
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CUSIP No. 74766A106
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SCHEDULE 13D
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|
Page 5 of 11 Pages
|
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|
1.
|
|
NAMES OF
REPORTING PERSONS
Carson Diversified Investments, LP
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
☒
(b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
WC
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
13,919,750*
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
13,919,750*
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
13,919,750*
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.23%**
|
14.
|
|
TYPE OF REPORTING PERSON
PN
|
*
|
Includes 4,166,667 shares of common stock into which an outstanding debentures owned by Carson Diversified Investments, LP are convertible. W.C. Carson owns 100% of Carson Diversified GP, LLC, a Texas limited liability
company that is the general partner of Carson Diversified Investments, LP.
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**
|
The number of outstanding shares used for the calculation of the percent of class includes (i) 325,013,789 shares of Common Stock outstanding as of September 19, 2016, as reported in the Issuers Annual Report on
Form 10-K for the year ended June 30, 2016 and filed September 23, 2016, and (ii) 4,166,667 shares issuable pursuant to the convertible debentures owned by Carson Haysco Holdings, LP and Carson Diversified Investments, LP.
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 6 of 11 Pages
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Item 1.
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Security and Issuer.
|
This Statement on Schedule 13D relates to the Common Stock, $0.001
par value per share (Common Stock), of Quantum Materials Corp. (the Issuer). The address of the principal executive office of the Issuer is located at 3055 Hunter Road, San Marcos, Texas 78666.
Item 2.
|
Identity and Background.
|
The names of the persons filing this statement on Schedule 13D
(collectively, the Reporting Persons) are Carson Haysco Holdings, LP, which is a Texas limited partnership (CHH), Carson Diversified Investments, LP, which is a Texas limited partnership (CDI and together with
CHH, the Carson Investors), Carson Diversified GP, LLC, which is a Texas limited liability company (the General Partner), and W.C. Carson (Mr. Carson), who is a United States citizen.
CHH beneficially owns 13,919,750 shares of Common Stock of the Issuer, of which 4,166,667 shares are subject to a convertible debenture and
CDI beneficially owns 13,919,750 shares of Common Stock of the Issuer, of which 4,166,667 shares are subject to a convertible debenture. Carson Diversified GP, LLC is the general partner of each of CHH and CDI. Mr. Carson owns 100% of the
ownership interest in the General Partner. As a result, the General Partner and Mr. Carson may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act), to be an indirect beneficial
owner of all of the Common Stock directly held by each of CHH and CDI
The address of the principal business and principal office of the
Reporting Persons is P.O. Box 666, San Marcos, TX 78667. Each of CHH and CDI is primarily engaged in the business of making investments in other persons. Carson Diversified GP, LLCs primary business is to serve as the general partner of each
of CHH and CDI and as the general partner of other affiliated investment partnerships. The principal occupation of Mr. Carson is real estate investor.
In the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 7 of 11 Pages
|
Pursuant to Rule 13d-4 of the Exchange Act, each Reporting Person expressly declares that the
filing of this Schedule 13D shall not be construed as an admission that such person is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this Schedule
13D held by any other person, except that Mr. Carson, as a limited partner of CDI, may be viewed as the beneficial owner of 49.5% of the securities owned by CDI.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 hereto, pursuant to which the
Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The source of the funds used in
making the purchase of the securities subject to this Schedule 13D was the working capital of each of Carson Haysco Holdings, LP and Carson Diversified Investments, LP, and the amount of the funds used for the purchase of the securities is more
fully described in Item 5.
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons currently hold the shares of Common Stock
reported on hereunder for investment purposes. Other than the conversion of the outstanding debentures, the Reporting Persons currently have no plans or proposals that relate or would result in any of the actions set forth in parts (a) through
(j) of Item 4.
However, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, in
the future, take actions with respect to the shares of Common Stock which they hold as they deem appropriate, including without limitation, purchasing additional securities of the Issuer or selling its Common Stock, in any manner permitted by law.
Item 5.
|
Interest in Securities of the Issuer.
|
As of the date of the filing of this Statement on
Schedule 13D, CHH is the beneficial owner of 13,919,750 shares of the Common Stock of the Issuer, which shares represent approximately 4.23% of the
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 8 of 11 Pages
|
issued and outstanding Common Stock of the Issuer. Of such shares beneficially owned, 4,166,667 shares are issuable upon conversion of a debenture held by such Reporting Person as more fully
described below.
As of the date of the filing of this Statement on Schedule 13D, CDI is the beneficial owner of 13,919,750 shares of the
Common Stock of the Issuer, which shares represent approximately 4.23% of the issued and outstanding Common Stock of the Issuer. Of such shares beneficially owned, 4,166,667 shares are issuable upon conversion of a debenture held by such Reporting
Person as more fully described below.
Carson Diversified GP, LLC is the general partner of each of CHH and CDI. Mr. Carson is the
beneficial owner of 100% of the ownership interests in the General Partner. Each of the General Partner and Mr. Carson may be deemed to be the indirect beneficial owner of the aggregate 27,839,500 shares of Common Stock of the Issuer held by
each of CHH and CDI, which shares represent approximately 8.35% of the issued and outstanding Common Stock of the Issuer. Accordingly, the General Partner and Mr. Carson have the shared power to vote and the shared power to direct the
disposition of all of these shares of Common Stock.
Pursuant to a Subscription Agreement, dated January 31, 2014, by and among the
Issuer and the Carson Investors (the Subscription Agreement), the Issuer initially issued to the Carson Investors convertible debentures, designated Phase 1 Convertible Debentures in the amount of $400,000 in the aggregate
($200,000 each) at a conversion price of $.04 per share, together with warrants, designated Phase 1 Warrants to purchase an aggregate of 5,000,000 shares of the Companys Common Stock (2,500,000 shares each), at an exercise price of
$.06 per share, exercisable at any time through the close of business on December 31, 2016. Additionally, pursuant to the Subscription Agreement, the Issuer granted to the Carson Investors an option to purchase up to $650,000 additional
principal amount of convertible debentures, designated Phase 2 Convertible Debentures which would be convertible into 10,833,333 shares of Common Stock at a conversion price of $0.06 per share, together with warrants, designated
Phase 2 Warrants to purchase an aggregate of 8,125,000 shares of the Companys Common Stock at an exercise price of $.06 per share.
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CUSIP No. 74766A106
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SCHEDULE 13D
|
|
Page 9 of 11 Pages
|
On January 15, 2015, the Subscription Agreement was amended and restated pursuant to an
Amended and Restated Subscription Agreement (the Restated Subscription Agreement) so as to amend certain provisions of the Phase 1 and Phase 2 Convertible Debentures. Contemporaneously with entering into the Restated Subscription
Agreement, (i) the Carson Investors converted the Phase 1 Convertible Debentures and were issued an aggregate of 10,000,000 shares of Common Stock in consideration for the principal and an aggregate of 756,166 shares of Common Stock in
consideration for accrued interest and in lieu of interest payments and (ii) the Carson Investors purchased an aggregate of $500,000 of the Phase 2 Convertible Debentures and were granted Phase 2 Warrants covering an aggregate of 6,250,000
shares of Common Stock at an exercise price of $0.06 per share, exercisable through the close of business on January 15, 2017. The Carson Investors have the option under the Restated Subscription Agreement to purchase the remaining $150,000 of
Phase 2 Convertible Debentures if requested by the Issuer, although there are no current plans to make such purchase.
Pursuant to an
Agreement (the 2016 Agreement), dated October 10, 2016, by and among the Issuer and the Carson Investors, (i) the Carson Investors exercised Phase 1 Warrants covering an aggregate 2,500,000 shares of Common Stock (1,250,000
shares each), in consideration for the termination and cancellation of the Phase 1 Warrants covering the remaining 2,500,000 shares of Common Stock; (ii) the Carson Investors exercised the Phase 2 Warrants covering an aggregate of 6,250,000
shares of Common Stock (3,125,000 shares each) for an aggregate exercise price of $375,000 ($0.06 per share), and (iii) the parties agreed to extend the maturity date of the Phase 2 Convertible Debentures from January 15, 2017 to
January 15, 2018. The Phase 2 Convertible Debentures are convertible into 8,333,334 shares of Common Stock.
After giving effect to
the transactions under the Subscription Agreement, the Restated Subscription Agreement, and the 2016 Agreement, each Carson Investor beneficially owns, as of the date
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CUSIP No. 74766A106
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SCHEDULE 13D
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Page 10 of 11 Pages
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hereof, 13,919,750 shares of Common Stock (27,839,500 shares in the aggregate), which includes 4,166,667 shares of Common Stock (8,333,334 shares in the aggregate) issuable upon conversion of the
Phase 2 Convertible Debentures.
Except for the consummations of the transactions under the 2016 Agreement, there have been no other
transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Pursuant to the Restated Subscription Agreement, the Carson Investors have the right, but not the obligation, to appoint one director to the
Issuers Board of Directors.
Item 7.
|
Material to be Filed as Exhibits
.
|
|
1.
|
Joint Filing Agreement, dated as of October 14, 2016 (filed herewith)
|
|
2.
|
Amended and Restated Subscription Agreement, dated as of January 15, 2015, by and between the Issuer, Carson Haysco Holdings, LP and Carson Diversified Investments, LP (incorporated by reference to Exhibit 10.1 to
the Form 8-K of the Issuer filed October 14, 2016).
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|
3.
|
Agreement, dated October 10, 2016, by and among Quantum Materials Corp., Carson Haysco Holdings, LP, and Carson Diversified Investments, LP. (incorporated by reference to Exhibit 10.2 to the Form 8-K of the Issuer
filed October 14, 2016)
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CUSIP No. 74766A106
|
|
SCHEDULE 13D
|
|
Page 11 of 11 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 14, 2016
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CARSON HAYSCO HOLDINGS, LP
|
a Texas limited partnership
|
|
|
By:
|
|
Carson Diversified GP, LLC
|
|
|
a Texas limited liability company
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ W.C. Carson
|
|
|
W.C. Carson, Manager
|
|
CARSON DIVERSIFIED INVESTMENTS, LP
a Texas limited partnership
|
|
|
By:
|
|
Carson Diversified GP, LLC
|
|
|
a Texas limited liability company
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ W.C. Carson
|
|
|
W.C. Carson, Manager
|
|
CARSON DIVERSIFIED GP, LLC
|
|
|
By:
|
|
/s/ W.C. Carson
|
|
|
W.C. Carson, Manager
|
|
|
|
|
/s/ W.C. Carson
|
|
|
W.C. Carson
|