----

----

| Nevada                                                         | 61-1500382                             |
|---------------------------------------------------------------------|----------------------------------------|
| (State      or other jurisdiction of incorporation or organization) | (IRS      Employer Identification No.) |

| Large      accelerated filer                                                                                                                                                                                                                                                                                                                        | Accelerated      filer               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------|
| Non-accelerated      filer                                                      | þSmaller      reportingcompany  |

----

----

----

The Registrant amends and restates in their entirety Items 1 and4A(T) of the Report as follows: 

| BIG CAT ENERGY      CORPORATION                                                                                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A Development Stage      Company)                                                                                                                                                                                                                                                                                                    |
| Condensed Balance      Sheets                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                  |   | October    31, |   |   | April 30,      2008 |
|                                                                                                                                                                                                                                                                                                                                  |   | 2008 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                  |   | (Unaudited) |   |   |   |
| Assets                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |
| Current      assets:                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |
| Cash                                                                                                                                                                                                                                                                                                                             | $ | 389,417 |   | $ | 4,796 |
| Certificates      of deposit                                                                                                                                                                                                                                                                                                     |   | 552,021 |   |   | -- |
| Marketable      securities                                                                                                                                                                                                                                                                                                       |   | 10,019 |   |   | 1,065,981 |
| Accounts      receivable-other                                                                                                                                                                                                                                                                                                   |   | -- |   |   | 3,000 |
| Inventory                                                                                                                                                                                                                                                                                                                        |   | 27,662 |   |   | 27,662 |
| Prepaid      expenses and other current assets                                                                                                                                                                                                                                                                                   |   | 37,466 |   |   | 23,597 |
|                                                               Total current assets                                                                                                                       |   | 1,016,585 |   |   | 1,125,036 |
|                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                  |
| Equipment,      net                                                                                                                                                                                                                                                                                                              |   | 8,306 |   |   | 8,745 |
| Other      assets                                                                                                                                                                                                                                                                                                                |   | 83,544 |   |   | 62,141 |
|                                                                                                                                                                                                                                                                                                                                  |
| Total      Assets                                                                                                                                                                                                                                                                                                                | $ | 1,108,435 |   | $ | 1,195,922 |
|                                                                                                                                                                                                                                                                                                                                  |
| Liabilities and Shareholders’      Equity                                                                                                                                                                                                                                                                                  |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                  |
| Current      liabilities:                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |
| Accounts      payable and accrued liabilities                                                                                                                                                                                                                                                                                    | $ | 9,461 |   | $ | 52,067 |
|                                                                                                                                                                                                                                                                                                                                  |
| Shareholders’      equity:                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |
| Common      stock, $.0001 par value; 100,000,000 shares    authorized,                                                                                                                                                                                                                                                           |   |   |   |   |   |
|               32,041,000 and 31,041,000 shares issued and      outstanding                                                                                                                                                                                                                              |   |   |   |   |   |
|               at October 31, 2008 and April 30, 2008      respectively                                                                                                                                                                                                                                  |   | 3,204 |   |   | 3,104 |
| Additional      paid-in capital                                                                                                                                                                                                                                                                                                  |   | 9,679,891 |   |   | 8,435,991 |
| Deficit      accumulated during development stage                                                                                                                                                                                                                                                                                |   | (8,584,121) |   |   | (7,295,240) |
|                                                                                                                                                                                                                                                                                                                                  |
|                                                Total      shareholders’ equity  |   | 1,098,974 |   |   | 1,143,855 |
|                                                                                                                                                                                                                                                                                                                                  |
| Total      Liabilities and Shareholders’ Equity                                                                                                                                                                                                                                                                            | $ | 1,108,435 |   | $ | 1,195,922 |
|                                                                                                                                                                                                                                                                                                                                  |
| See      accompanying notes to condensed financial    statements.                                                                                                                                                                                                                                                                     |

----

| BIG CAT      ENERGY CORPORATION                                                       |
|---------------------------------------------------------------------------------------|
| (A Development Stage      Company)                                                    |
| Condensed Statements of      Operations                                               |
| (Unaudited)                                                                           |
|                                                                                  |
|                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   | June      19, |
|                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   | 1997 |
|                                                                                  |   | For the Three      Months |   |   | For the Six      Months |   |   | (Inception) |
|                                                                                  |   | Ended |   |   | Ended |   |   | Through |
|                                                                                  |   | October      31, |   |   | October      31, |   |   | October      31, |
|                                                                                  |   | 2008 |   |   | 2007 |   |   | 2008 |   |   | 2007 |   |   | 2008 |
|                                                                                  |   |   |   |   | (Restated) |   |   |   |   |   | (Restated) |   |   |   |
| Revenues                                                                         | $ | 20,625 |   | $ | 1,875 |   | $ | 43,125 |   | $ | 1,875 |   | $ | 83,125 |
|                                                                                  |
| Costs      and expenses:                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           Personnel costs (includes stock based                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           compensation of $372,000, $460,000,                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           $744,000, $920,000 and $4,944,000                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           respectively)                                           |   | 602,107 |   |   | 636,943 |   |   | 1,203,573 |   |   | 1,270,975 |   |   | 6,743,651 |
|           Professional fees                                       |   | 21,326 |   |   | 87,186 |   |   | 91,644 |   |   | 104,200 |   |   | 526,131 |
|           General and administrative                              |   | 35,906 |   |   | 58,651 |   |   | 60,444 |   |   | 124,383 |   |   | 554,652 |
|                     Total      Expenses  |   | 659,339 |   |   | 782,780 |   |   | 1,355,661 |   |   | 1,499,558 |   |   | 7,824,434 |
|                                                                                  |
| LOSS      BEFORE OTHER INCOME                                                    |   | (638,714) |   |   | (780,905) |   |   | (1,312,536) |   |   | (1,497,683) |   |   | (7,741,309) |
|                                                                                  |
| OTHER      INCOME (EXPENSE)                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           Interest income                                         |   | 9,991 |   |   | 12,263 |   |   | 23,655 |   |   | 27,323 |   |   | 107,369 |
|           (Loss) on valuation from private                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|           placement                                               |   | -- |   |   | -- |   |   | -- |   |   | (433,000) |   |   | (433,000) |
|                                                                                  |
| Loss      before discontinued operations                                         |   | (628,723) |   |   | (768,642) |   |   | (1,288,881) |   |   | (1,903,360) |   |   | (8,066,940) |
|                                                                                  |
| Loss      on discontinued operations of Sterling Oil                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| &      Gas (net of minority interest of $4,261, $8,550                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| and      $258,587 respectively)                                                  |   | -- |   |   | (8,623) |   |   | -- |   |   | (17,868) |   |   | (517,181) |
| Net      (Loss)                                                                  | $ | (628,723) |   | $ | (777,265) |   | $ | (1,288,881) |   | $ | (1,921,228) |   | $ | (8,584,121) |
|                                                                                  |
| Net      loss per share from continuing                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| operations                                                                       | $ | (0.02) |   | $ | (0.03) |   | $ | (0.04) |   | $ | (0.06) |   |   |   |
| Net      loss per share-discontinued                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| operations                                                                       |   | -- |   | $ | (0.00) |   |   | -- |   | $ | (0.00) |   |   |   |
| Net      loss per share, basic and dilutive                                      | $ | (0.02) |   | $ | (0.03) |   | $ | (0.04) |   | $ | (0.06) |   |   |   |
| Weighted      average number of common shares                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| outstanding-basic      and diluted                                               |   | 32,041,000 |   |   | 29,682,304 |   |   | 32,035,565 |   |   | 29,611,652 |   |   |   |
|                                                                                  |
| See      accompanying notes to condensed financial    statements.                     |

----

| BIG CAT ENERGY CORPORATION                                                             |              |
|----------------------------------------------------------------------------------------|-------------------|
| (A      Development Stage Company)                                                     |              |
|                                                                                   |              |
| CONDENSED      STATEMENT OF SHAREHOLDERS’ EQUITY                                 |              |
| FOR      THE SIX MONTHS ENDED OCTOBER 31, 2008                                         |              |
| AND      THE CUMULATIVE PERIOD FROM INCEPTION (JUNE 19, 1997) TO OCTOBER 31,      2008 |              |
| (UNAUDITED)                                                                            |              |
|                                                                                   |              |
|                                                                                   |              |   |   |   |   |   |   |   |   | DEFICIT |   |   |   |
|                                                                                   |              |   |   |   |   |   |   |   |   | INCURRED |   |   |   |
|                                                                                   | COMMON      STOCK |   |   | ADDITIONAL |   |   | DURING |   |   |   |
|                                                                                   |              |   |   | PAR      VALUE |   |   | PAID-IN  |   |   | DEVELOPMENT |   |   |   |
|                                                                                   | SHARES            |   |   | $.0001 |   |   | CAPITAL |   |   | STAGE |   |   |  TOTAL |
|                                                                                   |              |
| Balance, at Inception (June 19,      1997)                                        |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|        Stock issued for services upon inception                              |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|             at June 19, 1997 issued at par                    | 500,000           |   | $ | 50 |   | $  | – |   |   | – |   | $ | 50 |   |
|         Common stock cancelled March 2002                               | (500,000)         |   |   | (50) |   |   | – |   |   | – |   |   | (50) |   |
|         Sale of common stock at $0.10 per                               |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|             share, April 2002                                 | 1,114,000         |   |   | 111 |   |   | 111,289 |   |   | – |   |   | 111,400 |   |
|         Contributed services (January 2000                              |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|             through April 2003)                               | –           |   |   | – |   |   | 10,425 |   |   | – |   |   | 10,425 |   |
|         Cumulative net loss                                             | –           |   |   | – |   |   | – |   |   | (132,543) |   |   | (132,543) |   |
| Balance, May 1,      2005                                                         | 1,114,000         |   |   | 111 |   |   | 121,714 |   |   | (132,543) |   |   | (10,718) |   |
|        Sale of common stock March through                                         |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            April 2006 at $0.05 per share                 | 7,400,000         |   |   | 740 |   |   | 369,260 |   |   | – |   |   | 370,000 |   |
|        Sale of common stock at March 2006 at                                 |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            $0.01 per share                               | 2,500,000         |   |   | 250 |   |   | 24,750 |   |   |   |   |   | 25,000 |   |
|        Common stock issued in exchange for                                        |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            assets (Note 6)                               | 12,450,000        |   |   | 1,245 |   |   | 22,745 |   |   |   |   |   | 23,990 |   |
|        Net loss                                                              | –           |   |   | – |   |   | – |   |   | (145,182) |   |   | (145,182) |   |
|                                                                                   |              |
| Balance, April      2006                                                          | 23,464,000        |   |   | 2,346 |   |   | 538,469 |   |   | (277,725) |   |   | 263,090 |   |
|        Sale of common stock (May through                                     |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            June 2006) at $0.50 per share                 | 4,065,000         |   |   | 407 |   |   | 2,032,093 |   |   | – |   |   | 2,032,500 |   |
|        Sale of common stock (January 2007)                                   |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            at $0.75 per share                            | 2,012,000         |   |   | 201 |   |   | 1,508,799 |   |   | – |   |   | 1,509,000 |   |
|        Offering costs                                                        | –           |   |   | – |   |   | (21,752) |   |   | – |   |   | (21,752) |   |
|        Contributed capital                                                   | –           |   |   | – |   |   | 22,582 |   |   | – |   |   | 22,582 |   |
|        Stock-based compensation (April 2007)                                 | –           |   |   | – |   |   | 1,840,000 |   |   | – |   |   | 1,840,000 |   |
|         Net loss                                                        | –           |   |   | – |   |   | – |   |   | (2,639,221) |   |   | (2,639,221) |   |
|                                                                                   |              |
| Balance, April 30,      2007                                                      | 29,541,000        |   |   | 2,954 |   |   | 5,920,191 |   |   | (2,916,946) |   |   | 3,006,199 |   |
|        Sale of common stock (October 2007)                                   |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            at $1.00 per share                            | 500,000           |   |   | 50 |   |   | 499,950 |   |   |   |   |   | 500,000 |   |
|        Sale of units (April 2008) at $0.50 per                               |              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            unit                                          | 1,000,000         |   |   | 100 |   |   | 499,900 |   |   |   |   |   | 500,000 |   |
|        Spin off Sterling subsidiary                                          |              |   |   |   |   |   | (  844,050) |   |   |   |   |   |     (844,050) |   |
|        Stock-based compensation (April 2007)                                 |              |   |   |   |   |   | 2,360,000 |   |   |   |   |   | 2,360,000 |   |
|        Net loss                                                              | –           |   |   | – |   |   | – |   |   | (4,378,294) |   |   | (4,378,294) |   |
| Balance, April 30,      2008                                                      | 31,041,000        |   |   | 3,104 |   |   | 8,435,991 |   |   | (7,295,240) |   |   | 1,143,855 |   |   |
|  Sale      of units (May 2008) at $0.50 per                                  |              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|             unit                                              | 1,000,000         |   |   | 50 |   |   | 499,950 |   |   |   |   |   | 500,000 |   |   |
|         Stock-based compensation                                        |              |   |   |   |   |   | 744,000 |   |   |   |   |   | 744,000 |   |   |

----

|    Net loss six months ended October      31       |             |   |   |        |   |   |      |   |   |              |   |   |        |
|-------------------------------------------------------------------|------------------|--------|--------|-------------|--------|--------|-----------|--------|--------|-------------------|--------|--------|-------------|
|             2008                         | --          |   |   | --     |   |   | --        |   |   | (1,288,881)  |   |   | (1,288,881) |
|                                                              |             |   |   |        |   |   |      |   |   |              |   |   |        |
| Balance October 31,      2008                                | 32,041,000  |   | $      | 3,204  |   | $      | 9,679,891 |   | $      | (8,584,121)  |   | $      | 1,098,974   |
|                                                              |             |
|                                                              |             |
| See      accompanying notes to condensed financial    statements. |             |

----

| BIG CAT      ENERGY CORPORATION                                                                                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A Development Stage      Company)                                                                                                                                                                                                                       |
| Condensed Statements of Cash      Flows                                                                                                                                                                                                                  |
| (Unaudited)                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   | June 19,      1997 |
|                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   | (inception) |
|                                                                                                                                                                                                                                                     |   | For the Six Months      Ended |   |   | Through |
|                                                                                                                                                                                                                                                     |   | October    31, |   |   | October    31, |
|                                                                                                                                                                                                                                                     |   | 2008 |   |   | 2007 |   |   | 2008 |
|                                                                                                                                                                                                                                                     |   |   |   |   | (Restated) |   |   |   |
| Cash      Flows From Operating Activities:                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
| Net      Loss                                                                                                                                                                                                                                       | $ | (1,288,881) |   | $ | (1,921,228) |   | $ | (8,584,121) |
| Adjustments      to reconcile net loss to net cash used by                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
| operating      activities:                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|           Depreciation                                                                                                                                                                                                               |   | 1,132 |   |   | 980 |   |   | 3,694 |
|           Stock based compensation                                                                                                                                                                                                   |   | 744,000 |   |   | 920,000 |   |   | 4,944,000 |
|           Contributed services and other                                                                                                                                                                                             |   | -- |   |   | -- |   |   | 10,425 |
|           Cash flow from discontinued operations                                                                                                                                                                                     |   | -- |   |   | 444,249 |   |   | 833,369 |
|           Changes in operating assets and      liabilities:                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|                   Inventory                                                                                                                                                                                      |   | -- |   |   | (21,080) |   |   | (27,662) |
|                   Accounts      receivable                                                                                                                                                                       |   | 3,000 |   |   | -- |   |   | -- |
|                   Trading      securities                                                                                                                                                                        |   | 503,941 |   |   | 97,774 |   |   | (562,040) |
|                   Prepaid and      other                                                                                                                                                                         |   | (13,869) |   |   | (46,001) |   |   | (37,466) |
|                   Payables                                                                                                                                                                                       |   | (42,606) |   |   | 14,801 |   |   | 9,461 |
|                                                                 Net cash (used in)                                     |   |   |   |   |   |   |   |   |
|                                                                         operating      activities  |   | (93,283) |   |   | (510,505) |   |   | (3,410,340) |
|                                                                                                                                                                                                                                                     |
| Cash      flows from investing activities:                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|           Purchase of unproven oil and gas    properties                                                                                                                                                                             |   | -- |   |   | -- |   |   | (1,794,231) |
|           Equipment purchases                                                                                                                                                                                                        |   | (693) |   |   | -- |   |   | (12,000) |
|           Other assets                                                                                                                                                                                                               |   | (21,403) |   |   | (13,914) |   |   | (59,555) |
|           Cash used in discontinued operations                                                                                                                                                                                       |   | -- |   |   | (29,723) |   |   | (133,757) |
|                                                                 Net cash (used in)                                     |   |   |   |   |   |   |   |   |
|                                                                         investing      activities  |   | (22,096) |   |   | (43,637) |   |   | (1,999,543) |
| Cash      flows from financing activities:                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|           Proceeds from related party advances                                                                                                                                                                                       |   | -- |   |   | -- |   |   | 51,618 |
|           Repayment of related party advances                                                                                                                                                                                        |   | -- |   |   | -- |   |   | (29,036) |
|           Proceeds from the sale of common stock                                                                                                                                                                                     |   | 500,000 |   |   | 500,000 |   |   | 5,547,901 |
|           Payments for offering costs                                                                                                                                                                                                |   | -- |   |   | -- |   |   | (21,752) |
|           Cash flow provided by discontinued      operations                                                                                                                                                                         |   | -- |   |   | 249,210 |   |   | 250,569 |
|                                                                 Net cash provided by                                   |   |   |   |   |   |   |   |   |
|                                                                         financing      activities  |   | 500,000 |   |   | 749,210 |   |   | 5,799,300 |
|                                                                 Net Increase in cash and                               |   |   |   |   |   |   |   |   |
|                                                                         cash      equivalents      |   | 384,621 |   |   | 195,068 |   |   | 389,417 |
| Cash      and cash equivalents:                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
|           Beginning of period                                                                                                                                                                                                        |   | 4,796 |   |   | 52,744 |   |   | -- |
|           End of period                                                                                                                                                                                                              | $ | 389,417 |   | $ | 247,812 |   | $ | 389,417 |
|           Noncash investing and financing      transactions:                                                                                                                                                                         |   |   |   |   |   |   |   |   |
|                     Forgiveness of debt by      related party, accounted for as                                                                                                                             |   |   |   |   |   |   |   |   |
|                   Capital      contributed                                                                                                                                                                       | $ | -- |   | $ | -- |   | $ | 22,582 |
|                   Stock issued to related party for      ARID technology                                                                                                                                         | $ | -- |   | $ | -- |   | $ | 23,990 |
|                   Spin off of Sterling Oil &      Gas                                                                                                                                                        | $ | -- |   | $ | -- |   | $ | 1,794,231 |
|                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                     |
| See      accompanying notes to condensed financial    statements.                                                                                                                                                                                        |

----

BIG CAT ENERGY CORPORATION

----

the discontinued operations of Sterling Oil and Gas Company, lessthe respective minority interest. For the three months ended October 31, 2007,the restatement was an increase to net (loss) of $6,833 and for the six monthsended October 31, 2007 the restatement was an increase to net (loss) of$13,265.

----

OffBalance Sheet Arrangements

|                  |   | Fair      Value Measurements at Reporting Date Using |
|-----------------------|--------|------------------------------------------------------|
|                  |   |                                                 |   | Quoted      Prices in  |   | Significant      Other  | Significant  |
|                  |   |                                                 |   | Active      Markets for  |   | Observable      Inputs  | Unobservable  |
|                  |   |                                                 |   | Identical      Assets  |   |   | Inputs  |
| Description      |   | October      31, 2008                           |   | (Level      1)  |   | (Level      2)  | (Level      3)  |
| Certificates     |   |                                                 |   |   |   |   |   |
| of      deposit  | $      |  552,021                                   | $ |  550,000  | $ |  2,021  |   |

----

| Trading securities  | $ |  10,019   |   | $ |  10,019   |   | $ |  --     |
|--------------------------|---|---------------------|--------|---|---------------------|--------|---|-------------------|
| Total               | $ |  562,040  |   | $ |  560,019  |   | $ |  2,021  |

----

does not believe the future adoption of any such pronouncements maybe expected to cause a material impact on its financial condition or the resultsof its operations.

----

of $500,000 from the private placement. Following the above sale,the Company’s common stock increased to 30,041, 000 shares issued andoutstanding.

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the amount of taxable income which can be offset by NOLcarryforwards incurred before a change in control. “Change in control” for thesepurposes generally means greater than a 50% change in ownership of thecorporation. After a change in control, a loss corporation cannot deduct NOLcarryforwards existing at the time of the change in control in excess of theSection 382 limitations. Due to these “change in ownership” provisions,utilization of NOL carryforwards may be subject to an annual limitation infuture periods. We have not performed a Section 382 analysis, howeverapproximately ninety percent of the present NOL was incurred during the fiscalyears beginning April 1, 2007 and thereafter which was consequently after achange in control of the Company in March, 2006.

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