UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2025
THE MARQUIE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-54163 | 26-2091212 |
| (State of Other Jurisdiction | (Commission File | (IRS Employer |
| Of Incorporation) | Number) | Identification No.) |
|
7901 4th Street North, Suite 4887 St. Petersburg, Florida |
33702 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 351-3021
_________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The Marquie Group and its majority shareholders (the "Seller") have entered into a Purchase Agreement on September 18, 2025 with Jeff Foster and GETGOLF.COM, LLC (the "Buyer") whereby the Seller shall issue one million shares of its stock, including the control shares to Buyer, in exchange for monetary compensation, and certain golf assets described in the Assignment and Assumption Agreement, entered into on September 29, 2025 between Buyer and Seller.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | ||
| 10.2 | Assignment and Assumption Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Marquie Group, Inc. | |||
| Date: October 9, 2025 | By: | /s/ Marc Angell | |
| Name: | Marc Angell | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (“Agreement”) is entered into as of September 18, 2025 by and between Marc Angell and Jacquie Angell (the “Seller(s)”) and GetGolf.com, whose principal place of business is located at 7411 E 6th Ave., Suite 104, Scottsdale, AZ 85251 (the “Buyer”), concerning the sale and transfer of all Seller’s interests in The Marquie Group, Inc. a public company organized under the laws of Florida (the “Company” or “TMGI”).
I. Purchase of Shares and Consideration
1.1 Control Shares Sellers hereby agrees to sell, assign, and transfer to Buyer all of Seller’s right, title, and ownership interest in the voting control block shares of TMGI, as detailed in Schedule A (the “Control Shares”) attached hereto.
1.2 Purchase Price. The Purchase Price shall be $500,000, Five Hundred Thousand Dollars paid over 24 consecutive months beginning on the date of Closing as described below (the “Purchase Price”), as follows:
(i) Consulting Payment: Buyer shall pay Seller Marc Angell $10,000 per month for 24-months as a Consultant (the “Consulting Payment”), per the Consulting Agreement attached as Schedule B;
(ii) Note Payment: Buyer shall pay Seller Jacquie Angell $10,000 per month for 24-months as payment toward the Jacquie Angell Promissory Note attached as Schedule C (the “Note Payment”). The terms of the Jacquie Angell Promissory Note shall remain in full force and effect;
(iii) Closing Payment: Buyer shall pay Sellers $20,000 as a condition of Closing (as defined below in Paragraph 3), in addition to the payments noted above (the “Closing Payment”).
1.3 Exclusion of Property. Sellers shall retain all rights, title, and interest in and to any trademarks, copyrights, domain names, software code, processes, music, equipment, and any other intellectual or tangible property developed or owned by Sellers relating to The Music of Your Life identified and attached as Schedule D (the “Excluded Assets”).
1.4 Buyer’s Assets. Buyer hereby agrees to assign, and transfer to TMGI all rights, title, and interest in, including majority ownership interest in various golf related assets: “Stand By Golf“, “Mountain Brook Golf“, and “Apache Creek“, as detailed in Schedule E attached hereto (the “Buyer’s Assets”).
2. Assumed Obligations
2.1 Service Provider Balance. Seller represents that the Company owes approximately $44,400 in total to service providers, plus an ongoing monthly commitment of $5,802, not including consulting agreement, as itemized in Schedule F (the “Service Provider Balance”). Seller warrants this amount is an accurate estimate as of the date of signing this agreement.
2.2 Assumption of Liabilities. Buyer, through the Company, agrees to assume all debts of the Company as listed in the May 31, 2025 10-K filing. Buyer’s assumption of such liabilities is made solely in his capacity as an officer and/or director of TMGI, and Buyer shall have no personal liability, obligation, or responsibility for any corporate debts, liabilities, or obligations of TMGI, whether arising before, on, or after Closing.
2.3 Due Diligence Period. Buyer shall have 4 days from the signing this agreement to conduct due diligence. If material undisclosed liabilities are discovered, Buyer may terminate this Agreement with no penalty, and such termination shall not result in any personal liability or obligation on the part of Buyer for any corporate obligations discovered during due diligence.
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2.4 Prepayment of Monthly Obligations. Buyer may prepay any and all monthly obligations in this Agreement without prepayment penalty.
3. Closing
3.1 Conditions Precedent to Closing. This Agreement shall be deemed completed when all of the following have occurred (the “Closing”), and shall occur 4-days from the signing of this Agreement (the “Closing Date”.)
3.2 Seller Conditions. Seller’s obligations are conditioned upon:
(a) Transfer of Company bank account at US Bank;
(b) Transfer of Control Shares to Buyer;
(e) Introduce Buyer to service providers as new CEO.
3.3 Buyer Conditions. Buyer’s obligations are conditioned upon:
(a) Closing Payment noted in Section 1.2 (iii);
(b) Assignment of Assets to TMGI as listed in Schedule E;
(c) Payment of outstanding Service Provider balances as noted in Schedule F;
(d) Assumption of Service Provider Monthly Budget as noted in Schedule G.
4. Representations and Warranties
4.1 By Seller. Seller represents and warrants and covenants to Buyer that:
(a) All shares being transferred are owned by Seller and free of liens;
(c) All material liabilities and obligations of TMGI are fully disclosed;
(d) No additional material liabilities of the Company exist other than those disclosed;
(e) TMGI is in good standing with all regulatory authorities;
(f) No pending or threatened litigation against TMGI.
4.2 By Buyer. Buyer represents and warrants:
(a) Buyer has the authority and capacity to execute and perform this Agreement;
(b) Buyer intends to continue operating TMGI in compliance with applicable laws and regulations;
(c) Buyer has sufficient resources to operate TMGI post-Closing and meet the financials obligations listed herein.
4.3 Survival All representations and warranties shall survive Closing for 24 months.
5. Covenants
5.1 Mutual Non-Disparagement. Each party agrees not to make any public or private statements that disparage the other party, their affiliates, or their performance, actions, or decisions related to TMGI.
5.2 Non-Compete. Seller agrees not to compete with TMGI’s business for 36 months post-Closing within TMGI’s current markets and customer base.
6. Default and Remedies
6.1 Default. Buyer is in default if (a) the Note Payment is 30-days past due or; (b) the Consulting Payment is 30 days past due (the “Default”).
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6.2 Consulting Default. If Buyer fails to pay the Consulting Payment when due, a 50% penalty will be applied to the unpaid amount. For example, if a $10,000 payment is missed, the amount owed will increase to $15,000.
6.3 Note Default. If Buyer fails to pay the Note Payment when due, a 50% penalty will be applied to the unpaid amount. For example, if a $10,000 payment is missed, the amount owed will increase to $15,000.
6.4 Remedy. If Buyer remains in Default for 90-days, Seller may instruct the Transfer Agent, via the irrevocable Power of Attorney included in Schedule H to re-issue the Control Shares to Seller. Buyer irrevocably consents to such transfer.
6.5 Forfeiture. Buyer forfeits any consideration previously paid under Paragraph 1.2 (i), (ii), or (iii) upon default.
7. Indemnification
7.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless both Buyer personally and TMGI corporately from any losses arising from:
| • | Undisclosed liabilities or obligations; | |
| • | Breach of Seller’s representations and warranties; | |
| • | Any regulatory violations or penalties from pre-Closing period. |
7.2 Indemnification by Buyer. Buyer shall indemnify Seller for losses caused by Buyer breach or post-Closing acts.
7.3 Corporate Veil Protection. The parties acknowledge and agree that Buyer is acquiring control of TMGI as a corporate entity, and that the corporate veil shall remain intact.
8. Regulatory Compliance and Recordkeeping
8.1 Filings. The parties shall cooperate on SEC, FINRA, and OTC Markets filings, including Forms 3, 4, and control disclosures within required timeframes.
8.2 Books and Records. Buyer shall update stock ledger and Transfer-Agent records within 30 business days after Closing.
8.3 Public Disclosure. The Company shall issue a press release or file an 8-K, if applicable, within two business days following Closing.
9. Miscellaneous
9.1 Entire Agreement. This Agreement, including Schedules A-H, constitutes the entire agreement and supersedes all prior understandings.
9.2 Governing Law; Venue. Florida law, without regard to conflict-of-laws principles, governs. Any dispute shall be resolved by binding arbitration in Miami-Dade County, Florida.
9.3 Amendments. Any amendment must be in a writing executed by Seller and Buyer.
9.4 Severability. If any provision is invalid, the remainder shall continue in full force.
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9.5 Counterparts; E-Signature. This Agreement may be executed in counterparts, each an original, including via electronic signature, together one instrument.
9.6 Expenses. Each party bears its own expenses unless otherwise stated.
9.7 Notices. All notices must be in writing and deemed given upon (a) personal delivery, (b) email with confirmation, or (c) certified mail, return receipt requested, to the addresses set forth below or as updated by notice.
9.8 Dispute Resolution. Any disputes shall be resolved through binding arbitration in conducted remotely or in a mutually agreeable location. The costs of arbitration shall be borne equally by the parties, and each party shall bear their own attorney’s fees, unless otherwise awarded by the arbitrator.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
/s/ Marc Angell
Marc Angell (Seller)
Date: 09-18-2025
/s/ Jacquie Angell
Jacquie Angell (Seller)
Date: 09-18-2025
For GetGolf.com
/s/ Jeff Foster
Jeff Foster (Buyer)
Date: 09-18-2025
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Schedule A – Control Shares
| Class | Shares | Holder | Description |
| Series A Preferred | 200 | Marc Angell | “Control Shares” carry majority voting rights |
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Schedule B – CONSULTING AGREEMENT
Seller shall enter into a consulting agreement with the Company for a term of 12 months commencing upon Closing with monthly compensation of $10,000 to be paid on the first of every month (the “Consulting Payment(s)”).
Duties. Seller agrees to:
| • | Be responsive to Buyer and future TMGI team members; | |
| • | Assist in handover to service providers; | |
| • | Publicly support and communicate the transfer of control from Seller to Buyer in a positive, ongoing manner; | |
| • | Provide approximately 20 hours per month of consulting services; | |
| • | Not compete with TMGI for 3-years after Closing. |
Performance Standards. Consulting Payments are contingent upon the Consultant’s performance of duties in accordance with this Agreement. Company may only withhold Consulting Payments in the event of a material breach, as documented by written notice. Seller shall have 30 days to cure any alleged breach, and Consulting Payment obligations shall continue during the cure period. Disputes shall be resolved via arbitration prior to any termination or penalty. The Consultant shall have thirty (30) calendar days from the date of such notice to cure the breach to the Company’s reasonable satisfaction.
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Schedule C – JACQUIE ANGELL PROMISSORY NOTE
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Schedule D – Excluded Assets
Music of Your Life Trademarks, Equipment, and Music. List provided upon request.
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Schedule E – BUYER’S ASSETS
1. Mountain Brook Golf Club
2. Apache Creek
3. Stand-by-Golf
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Schedule F – Service-Provider Balance
| Provider | Amount |
| Jeff Turner - Lawyer | 25,000 |
| Chene Gardner - Accountant | 9,500 |
| Pacific Stock Transfer(1) | 1,947 |
| John Thomas | 8,000 |
(1) On September 1, 2025, we entered into a three-year agreement with Pacific Stock Transfer which amortizes our past due invoices over 36 months, while adding the cost of monthly DWAC service, for a monthly total of $1,947.35. Balance represents monthly payment beginning in October.
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Schedule G – Service-Provider Monthly Budget
| Name | Monthly | Notes | ||||
| Pacific Stock Transfer | $ | 1,947.35 | Due Monthly | |||
| Chene Gardner - Accountant | $ | 1,375.00 | 12 Month Amortization | |||
| LAO Professionals - Auditor | $ | 1,333.00 | 12 Month Amortization | |||
| Globe Newswire | $ | 646.85 | Monthly Average | |||
| Global One - Edgar | $ | 500.00 | Monthly Average | |||
| $ | 5,802.20 | |||||
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Schedule H - Irrevocable Power of Attorney (“POA”)
KNOW ALL PERSONS BY THESE PRESENTS:
That I, GetGolf.com (“Buyer”), hereby irrevocably appoint Marc Angell (“Seller”) as my lawful attorney-in-fact, with full authority and power, to perform the following specific act:
To instruct Pacific Stock Transfer, the Transfer Agent for The Marquie Group, Inc. (“TMGI”), to re-issue to Seller, Marc Angell, the “Control Shares” as described in Schedule A of the Purchase Agreement entered into by and between Buyer and Seller, dated September 18, 2025 (the “Agreement”), upon the occurrence of an uncured default by Buyer, as defined in Section 8.4 of the Agreement.
This Power of Attorney is coupled with an interest and is irrevocable by the Buyer and shall survive and remain effective until the full satisfaction of all obligations under the Agreement, including without limitation the full payment of the Jacquie Angell Note and any outstanding Consulting Payment due pursuant to Section 1.2 (i) of the Agreement.
Buyer hereby irrevocably consents to, ratifies, and confirms any action taken by Seller under this Power of Attorney and agrees to indemnify and hold harmless Seller and the Transfer Agent from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or resulting from Seller’s lawful execution of powers granted herein.
IN WITNESS WHEREOF, this Irrevocable Power of Attorney is executed as of the 18th day of September 2025.
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Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated September 29, 2025, is between The Marquie Group, Inc., a Florida corporation (“Assignee”), and Tristar Wellness Solutions, Inc., a Nevada corporation (“Assignor”), and GETGOLF.
R E C I T A L S
A.Assignee and Assignor have agreed to the sale and assignment of GETGOLF and all of the assets of GETGOLF listed in Exhibit A, (collectively, the “Assets”) owned by Assignor to Assignee, on the terms and conditions set forth herein.
B.In addition, Assignor has agreed to assign to Assignee all right, title and interest of Assignor in all contracts associated with the Assets, on the terms and conditions set forth herein.
A G R E E M E N T S
In consideration of the recitals and the mutual promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Asset Assignment. Effective as of the Closing, Assignor assigns to Assignee all of Assignor's right, title and interest in the Assets. |
| 2. | Contract Assignment and Assumption. Effective as of the Closing, and without any further action by the parties, Assignor assigns to Assignee all of Assignor’s right, title and interest in, to and under the contracts associated with the Assets. |
| 3. | Consideration. In full consideration of the assignments described in Sections 1 and 2, Assignee agrees to deliver to Assignor payment in the amount of 1,000,000 shares of Assignee (the “Consideration”). |
| 4. | Closing. |
| 4.1. | Closing Date. Subject to the satisfaction of the conditions set forth herein, the transactions which are the subject of this Agreement shall be closed as soon as practicable after the date hereof (the “Closing” or “Closing Date”), at the corporate offices of Assignee, or at such other time and place as the parties shall agree. |
| 4.2. | Assignor Deliverables. At the Closing, Assignor shall deliver the Bill of Sale, in substantially the form attached hereto as Exhibit B (the “Bill of Sale”), executed by Assignee. |
| 4.3. | Assignee Deliverables. At the Closing, Assignee shall deliver: (i) the Consideration and (ii) the Bill of Sale executed by Assignor. |
| 5. | Certain Representations and Warranties. Assignor hereby represents and warrants to Assignee as follows, each of which representations and warranties shall survive and continue in effect following the Closing: |
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| 5.1. | Authority and Authorization. Assignor has full power, right and authority to execute and deliver this Agreement and to perform its obligations and consummate the transactions contemplated herein. The execution and delivery of this Agreement and the performance by Assignor of its obligations hereunder has been duly and validly authorized and approved by all necessary action by Assignor, none of which actions have been modified or rescinded, and all of which actions remain in full force and effect. This Agreement constitutes the valid and binding obligation of Assignor enforceable in accordance with its terms. |
| 5.2. | Ownership of Assigned Assets; Condition of Tangible Assigned Assets. Immediately prior to the Closing Date, Assignor is and shall be the sole and exclusive legal and equitable owner of the Assets, and has good title thereto free and clear of any. |
| 5.3. | Contracts; No Breach. Assignor has not entered into any agreement or understanding, whether written or oral, that waives any of its respective rights under any of the Assigned Contracts. Assignor is not currently in breach under any of the Assigned Contracts nor has Assignor taken or omitted any action which, after the mere passage of time, will be deemed a breach under any of the Assigned Contracts. The consummation of the transactions hereunder shall not result in a breach under any of the Assigned Contracts. Assignor has delivered or made available true and complete copies of all the Assigned Contracts (and all amendments and modifications thereto) to Assignee prior to the execution of this Agreement. |
| 6. | Power of Attorney. Effective as of the Closing Date, and without any further action by the parties, Assignor constitutes and appoints Assignee and its successors or assigns the true and lawful attorney of Assignor in the name and stead of Assignor, but on behalf and for the benefit of Assignee and its successors or assigns, to: (i) endorse the name of Assignor on any and all checks, notes, drafts or other instruments or commercial paper, which may be payable or endorsed to the order of Assignor and which constitute or represent properties or assets transferred to Assignee; (ii) demand and receive any and all of the properties and assets sold, assigned, transferred, conveyed and delivered to Assignee pursuant to this Agreement, and to give receipts and releases for the same, and any part thereof; (iii) from time to time institute and prosecute actions, suits, and demands in the name of Assignor, or otherwise, for the benefit of Assignee and its successors or assigns, which Assignee and its successors or assigns may deem proper in order to collect or reduce to possession any of such properties and assets; or (iv) take any and all actions in relation to said properties, assets, claims and rights which Assignee and its successors or assigns shall deem desirable, hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by Assignor and its successors or assigns in any manner or for any reason or cause whatsoever. Notwithstanding the foregoing, all representations, warranties and covenants set forth herein regarding the Assigned Contracts and regarding the transfer contemplated by this Agreement shall continue unaltered on the terms set forth in the Exchange Agreement. |
| 7. | Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law of, and not the law of conflicts of, the State of Arizona, and the performance of the obligations imposed by this Agreement shall be governed by the laws of the State of Arizona applicable to contracts made and wholly to be performed in such state. |
| 8. | Binding Effect; Purposes. This Agreement shall inure to the benefit of and shall be binding upon Assignor, Assignee and their respective successors and assigns. Notwithstanding any other provision of this Agreement, nothing contained herein shall in any way supersede, modify, replace, amend, charge, rescind, waive or otherwise affect any other instrument of transfer delivered by Assignor to Assignee covering the Assigned Contracts. |
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| 9. | Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. |
This Assignment and Assumption Agreement is executed as of the date first written above.
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EXHIBIT A
LIST OF ASSIGNED ASSETS
| 1. | APACHE CREEK GOLF CLUB |
| 2. | MOUNTAIN BROOK GOLF CLUB |
| 3. | STAND BY GOLF |
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EXHIBIT B

I • ' ._ Bll,L OF ALE ( ' 'Assignor") desires to sell to /':.j! - T {; - ,o(J!. n ��� !l,j'..l fl. � :JJ.'6:l �� - f'As7iin ; e ;: ) , and the signee w ishes to buy, all of Assignor 's right, title in and to t e A igned Assets ( as uch t rm i defined in that certain Assignment and As umption Agreement dated 4 - ,+9 - J.S: between Assignor and Assignee (the '' Agreement')) for the Consideration (as such term i defined in t he Agreement) . OW T HEREFOR E . Assignor her eb bargain . ells , transfers, assigns, sets over and otherwise conveys to Assignee, all right . title and interest of the ignor i n , to and under the Assigned Assets . ubject to an y continuing ob ligation . repre · entations or warranties under the Agreement, the Assignee hereb y acknowled ges receipt of the A i g ned ets and Assignor hereby acknowledges receipt of the onsideration . Each party hereby represents and warrant t o th e other that it is duly incorporated , validly existing and in good standing under the law s of the state herein inco rporated , that it has all requisite power and authority (corporate or otherwise) to execute thi Bill o f ale, t hat its e_xecution and delivery of this Bill of Sale and its performance hereunder has been dul y auth o rized by all necessary corporate action and will not vio late its charter of b y - law and that the p er s on s o executing and delivering this Bill of Sale on behalf o f such party has been dul_ authorized t o d o o and , further has been duly appointed to and currently holds the office set forth belo w . IN WITNESS WH E REO F . the parti es heret o have dul y executed this Bill of Sale as of � - ;)'? . � _oW � T itle : � :{) [ASSJG EE] B y � a ':: hf,u_l, � Title : d_,/5 - 0
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