How CannaCloud Exploited Cannabis Hype to Steal Millions from Working-Class Investors

CannaCloud Fraud: $1.5M Stolen From 33 Investors While Founder Gambled
Corporate Misconduct Accountability Project

CannaCloud Fraud: $1.5M Stolen From 33 Investors While Founder Gambled

David Spargo raised $1.65 million from 33 investors for a cannabis app startup, then spent nearly all of it at casinos, luxury hotels, and personal expenses while lying about billion-dollar buyouts.

CRITICAL SEVERITY
TL;DR

David Spargo promised 33 investors a 20 percent annual return and stock in CannaCloud, a cannabis marketplace app he claimed was worth $7.25 billion. He raised $1.65 million between February and December 2021. Instead of building the business, Spargo spent roughly $1.5 million at casinos, on personal credit cards, car loans, luxury hotels, groceries, and his own tax bills. When investors asked for their money back, he lied about an imminent billion-dollar buyout that never existed.

This is what happens when hype meets zero accountability.

$1.65M
Total raised from 33 investors
$1.5M
Misappropriated for personal use
20%
Promised annual return that was never paid
$7.25B
Fake valuation Spargo claimed for CannaCloud
33
Investors defrauded, mostly friends and family

The Allegations: A Breakdown

⚠️
Core Allegations
What Spargo and his entities did to investors · 8 points
01 Spargo told investors their money would fund development of a cannabis marketplace app, but he spent only a tiny fraction on actual business expenses. Instead, he drained investor funds within days of receipt, spending money at casinos in Las Vegas and Arizona, withdrawing cash at ATMs, and paying down his personal credit cards, car loans, and luxury hotel balances. high
02 Spargo sent investors a presentation claiming CannaCloud was valued at $7.45 billion and had achieved a 40 percent net profit margin in 2020. In reality, CannaCloud had never generated any operating revenue, never finished its app, and never assembled the leadership team described in the materials. high
03 Spargo repeatedly told investors that unnamed wealthy buyers were about to purchase CannaCloud for a billion dollars, urging them to stay invested to benefit from the windfall. No such offer ever existed, and Spargo made these statements to prevent investors from requesting their money back while he continued spending their funds. high
04 Spargo promised at least one investor that they could withdraw their investment at any time. When he made that promise, CannaCloud had insufficient funds to honor any redemption requests because Spargo had already misappropriated the money. high
05 Spargo used investor money to pay his personal federal taxes, make retail purchases at stores, pay for groceries and gas, fund restaurant meals, and transfer money to bank accounts controlled by himself or his spouse. These expenditures created zero value for the business or its investors. high
06 The convertible notes promised automatic conversion to CannaCloud stock if certain conditions occurred, but CannaCloud never registered any offering of its securities with the SEC and never became a publicly traded company. Investors never received stock, never received their promised 20 percent returns, and never got their principal back. high
07 Spargo transferred investor funds to bank accounts he controlled, commingling money from multiple investors. He pooled these funds and then systematically drained them for personal use, treating investor capital as his own revenue stream rather than as money held in trust for business development. high
08 Spargo formed CannaCloud in March 2021 and began raising money in February 2021, before the company was even officially registered. He designated himself as president, treasurer, and director, giving him total control over all financial accounts and investment documents with no oversight or accountability. medium
🏛️
Regulatory Failures
How the system let this fraud continue for nearly a year · 5 points
01 Neither CannaCloud nor D.A. Spargo registered with the SEC in any capacity, and neither entity registered any offering of its securities with the SEC. The fraud ran from February through December 2021 without triggering front-end regulatory scrutiny because the notes were privately placed. high
02 The SEC did not intervene until after all convertible notes had reached maturity and roughly $1.5 million had already been misappropriated. This delay handed Spargo months of unchecked access to investor funds, allowing him to drain accounts while continuing to solicit new deposits. high
03 Spargo exploited the friends-and-family loophole by soliciting most investors through personal relationships, phone calls, text messages, and WhatsApp. This method allowed him to bypass disclosure requirements and operate in a regulatory gray zone where oversight is weakest. medium
04 The complaint notes that no other regulatory scheme significantly reduced investor risk, meaning federal securities laws were the only protection available. Yet those laws failed to prevent or even detect the misappropriation until after the damage was done, illustrating how enforcement lags behind capital flow. medium
05 CannaCloud never filed basic financial disclosures, never subjected itself to audits, and never provided investors with certified financial statements. The absence of mandatory transparency allowed Spargo to fabricate valuations and profit margins without fear of immediate contradiction. medium
💰
Profit Over People
How Spargo monetized investor trust · 6 points
01 Spargo designed the investment to maximize immediate cash extraction. Short-term notes of three to nine months promised a 20 percent annual return, creating urgency and the illusion of low risk while giving Spargo quick access to capital he could spend before maturity dates arrived. high
02 The convertible note structure dangled future equity upside to investors while shifting all downside risk onto them. Spargo personally guaranteed returns but never set aside funds to honor those guarantees, treating the promise as a marketing tool rather than a legal obligation. high
03 Spargo inflated CannaCloud’s valuation to $7.45 billion on zero revenue, weaponizing optimistic math to override investor skepticism. The claimed 40 percent net profit margin in 2020 was pure fabrication designed to make the 20 percent annual return seem conservative and achievable. high
04 Within days of an investor deposit, Spargo often depleted the funds by spending money at casinos, withdrawing cash at ATMs, or paying personal expenses. This pattern shows he treated investor capital as instant profit, not as seed money held in trust for business development. high
05 Spargo continued to solicit additional investments from existing investors by making further false representations about CannaCloud’s business prospects. Several investors decided to invest more money based on these lies, compounding their losses when the scheme collapsed. medium
06 When investors requested redemption, Spargo refused and instead lulled them with claims of an imminent billion-dollar acquisition, warning that only patient investors would share in the windfall. This tactic bought him additional time to drain the last deposits before the scheme unraveled. medium
📉
Economic Fallout
The financial damage to investors and the community · 5 points
01 Approximately $1.5 million of investor principal was misappropriated, representing life savings, college funds, retirement nest eggs, and mortgage payments for 33 individuals. Most were retail investors for whom five-figure sums constitute significant household wealth. high
02 Investors never received their promised 20 percent annual returns, which would have totaled up to $330,000 across all notes. With all notes now past maturity, investors have sustained both principal and interest losses, totaling roughly $1.8 million in pecuniary harm. high
03 Funds were siphoned away from community spending and small-business investment in the Mesa, Arizona area. Money that could have circulated locally instead vanished into casino markers and personal consumption, widening wealth disparity and draining capital from the regional economy. medium
04 Taxpayers now bear the burden of public resources devoted to investigation, enforcement, and potential restitution processes. Even if the SEC wins full disgorgement, recovering misappropriated funds from casinos and credit-card companies is unlikely, meaning victims may never be made whole. medium
05 CannaCloud is now defunct, and its claimed cannabis marketplace application was never commercialized. The company never became a publicly traded entity and was never sold to a new buyer, meaning investors hold worthless notes in a shell corporation with no assets. medium
🏘️
Community Impact
How local trust and relationships were destroyed · 5 points
01 Spargo solicited most investors through personal relationships, targeting people he knew or who were friends and family of people he knew. This affinity fraud concentrated harm in a tight geographic circle around Mesa, Arizona, amplifying the social and economic damage. high
02 When the notes matured without payment, families suddenly faced five-figure holes in household budgets, slowing plans to buy homes, fund education, or open small businesses. The loss represented not just money but derailed life plans and deferred dreams for dozens of households. high
03 Lifelong friendships splintered under guilt and blame as investors compared bounced checks and unanswered calls. The social damage went deeper than financial loss, eroding trust within a community network that had relied on personal referrals and shared optimism about cannabis entrepreneurship. medium
04 Local trust in legitimate cannabis ventures withered after the CannaCloud collapse. The fraud tainted an emerging industry that many consumers rely on for medical or recreational use, slowing legitimate innovation that could improve public health outcomes and create jobs. medium
05 Investor victims exchanged anxious messages over WhatsApp and text, realizing too late that they had funded one man’s casino habit rather than a viable business. The feeling that the rug was pulled out from under the whole neighborhood became a shared trauma for the group. medium
📢
The PR Machine
How Spargo manufactured legitimacy · 6 points
01 Spargo distributed slick investor presentations and valuation documents claiming CannaCloud was worth $7.45 billion and had achieved a 40 percent net profit margin in 2020. These materials featured fake leadership teams, fabricated revenue models, and technology descriptions for an app that did not exist. high
02 The presentations described CannaCloud’s purported leadership and consultancy team, but at the time defendants provided these materials, CannaCloud did not have the described leadership team in place. Resumes were borrowed, roles were fabricated, and consultants were name-dropped without consent. high
03 Spargo repeatedly told investors that unnamed wealthy third-party investors would be making a billion-dollar purchase of CannaCloud, benefitting all shareholders. When Spargo made these representations, there had been no offer to buy the company, making every claim about the acquisition a deliberate lie. high
04 Even after investors started asking where their dividends were, fresh texts and glossy PDFs arrived insisting the buyout was weeks away and urging patience. These lulling statements were made in furtherance of the scheme to defraud, buying Spargo time to finish draining the last deposits. high
05 Spargo communicated with investors by phone, text message, and WhatsApp, providing information about the company in informal channels that left no public audit trail. This strategy avoided scrutiny while creating a veneer of personal access and transparency. medium
06 Convertible notes were packaged in official-looking contracts with maturity clauses, conversion price formulas, and legal boilerplate. This legal minimalism created the illusion of legitimacy and compliance, leading investors to assume that formal documents signaled regulatory approval. medium
⚖️
Wealth Disparity
One founder’s luxury funded by community loss · 5 points
01 While retirees and young parents watched savings evaporate, investor cash flowed into casino cages, luxury hotel suites, credit-card debt, and federal tax bills for the man who orchestrated the scheme. Each ATM withdrawal in Las Vegas represented a micro-transfer from collective aspiration to personal extravagance. high
02 Spargo used investor funds to pay down his personal credit cards, car loans, and luxury hotel account balances. He also used investor money to pay for personal expenses including purchases at retail stores, restaurants, grocery stores, and gas stations, treating pooled capital as a personal slush fund. high
03 Spargo transferred investor money to bank accounts controlled by him or his spouse, consolidating wealth within his household while 33 investor households sustained devastating losses. This spectacle of a single executive converting community wealth into private indulgence underscores widening wealth disparity. high
04 The founder claimed expertise and contacts in the cannabis industry to build credibility, but used that social capital to extract wealth rather than create value. His personal enrichment came at the direct expense of people who trusted his professional reputation and personal relationships. medium
05 The economic fallout was borne entirely by working families who invested five- and six-figure sums, while the individual who caused the harm enjoyed immediate consumption funded by their losses. This asymmetry is a structural feature of systems that reward storytelling over productive enterprise. medium
Exploiting Delay
How time became a weapon · 5 points
01 From February 2021 to December 2021, deposits rolled in while promissory notes matured three to nine months later. Only after every note hit its due date did regulators step in, handing Spargo a critical asset: time to misappropriate funds without consequences. high
02 Each month of delay meant another round of misappropriation and another investor pacified by the mirage of a near-term buyout. Spargo used lulling statements to conceal the ongoing fraud from detection, stretching the window between promise and enforcement as long as possible. high
03 The gap between investor deposits and regulatory intervention allowed Spargo to drain accounts systematically. By the time the SEC filed its complaint, approximately $1.5 million had already been spent, leaving little hope for full recovery even if disgorgement is ordered. medium
04 Spargo exploited the short-term structure of the notes themselves, which created a rolling series of maturity dates that kept investors checking their mailboxes rather than demanding immediate redemption. This staggered timeline bought additional months to spend investor funds before anyone realized the pattern. medium
05 The convertible note structure legally postponed investor rights to equity or cash until specific triggering events occurred. Spargo never intended those events to happen, but the contractual delay gave him cover to argue that investors simply needed to wait, preventing them from acting until it was too late. medium
🚨
Corporate Accountability Failures
Why enforcement arrived too late · 6 points
01 The SEC civil action seeks injunctions, disgorgement, an officer-and-director bar, and civil penalties. Yet even if the Court grants every prayer for relief, investors may never recoup the vanished funds because casinos and credit-card companies rarely refund ill-gotten chips once they are spent. high
02 No criminal charges appear on the docket, and CannaCloud is already defunct, meaning fines are likely to fall on an empty shell. This dynamic of hefty promises of justice followed by limited monetary recovery exemplifies how corporate accountability mechanisms frequently arrive late and leave injured communities holding the bag. high
03 Fragmented oversight and resource-strapped regulators allowed the scheme to run for nearly a year. Staff shortages and high thresholds for action meant enforcement only kicked in after all notes matured and the bulk of investor funds had already been misappropriated. medium
04 CannaCloud operated in the open for nearly a year despite never registering its securities offering, never filing required disclosures, and never subjecting itself to basic financial audits. This is regulatory capture by inertia: rules exist, but enforcement arrives only after the damage is done. medium
05 Because the offering was privately placed and involved personal solicitations, it skirted the most intense front-end scrutiny. The system is calibrated to police failure instead of preventing it, allowing capital to sprint while enforcement jogs behind. medium
06 Taxpayers now fund the cost of investigation and litigation, but any eventual recovery will likely be a fraction of what was stolen. The structural incentives reward rapid fundraising over accountability, leaving communities to absorb both the fraud and the cost of pursuing justice. medium
🎯
The Bottom Line
What this case reveals about systemic corruption · 5 points
01 This case is not an outlier but a data point in a system calibrated to protect liquidity over livelihood. Deregulation plus charismatic storytelling equals unchecked extraction, and communities continue to bankroll the next glossy deck that crosses their inbox. high
02 Every core allegation is anchored in bank records, note agreements, and the defendant’s own communications. The SEC seeks disgorgement, permanent injunctions, and an officer-and-director bar, sanctions reserved for significant, well-substantiated frauds. This is a serious lawsuit, not a speculative grievance. high
03 Beyond the dollar loss lies a deeper wound: the erosion of trust in emerging industries that could genuinely improve public health and regional prosperity. When a cannabis-tech firm pivots from community-oriented rhetoric to personal enrichment, it taints the entire sector. medium
04 Until structural reforms turn the equation on its head, with real-time fund tracing, mandatory pre-offer disclosures, and whistleblower incentives, the pattern will repeat. The CannaCloud affair spotlights a grim arithmetic that favors predators over communities. medium
05 Roughly $1.5 million of investor funds was misappropriated, representing a seven-figure wealth transfer from 33 households to a single founder’s personal ledger. That spectacle of micro-transfers from collective aspiration to personal extravagance is the clearest evidence that this is the system working as intended. medium

Timeline of Events

February 2021
Spargo begins soliciting investors for CannaCloud convertible notes, promising 20% annual returns and future equity.
March 2021
CannaCloud, Inc. officially formed as a Nevada corporation with Spargo as president, treasurer, and director.
Mid-2021
Spargo emails investors a company valuation document ($7.45B) and investor presentation claiming 40% net profit margin in 2020.
February-December 2021
Spargo raises approximately $1.65 million from 33 investors. Within days of each deposit, he spends funds at casinos, on personal expenses, and transfers money to his spouse.
Throughout 2021
Investors who request redemption are told an unnamed buyer will acquire CannaCloud for a billion dollars and urged to stay invested.
December 2021
Last convertible note investments received. By this point, approximately $1.5 million has been misappropriated.
2021-2022
All convertible notes reach maturity. Investors receive no returns, no stock, and no principal repayment.
March 28, 2025
SEC files civil enforcement complaint in U.S. District Court, District of Arizona, seeking injunctions, disgorgement, officer-and-director bar, and civil penalties.

Direct Quotes from the Legal Record

QUOTE 1 Fraud summary allegations
“From February 2021 to December 2021, Spargo used these entities to raise at least $1.65 million from approximately 33 investors, who invested in high-yield notes that could be converted into CannaCloud stock issued by D.A. Spargo. When convincing investors, Spargo made false and misleading representations about the true state of CannaCloud’s business, its financial condition, and its ability to pay out the 20 percent annual return promised by the terms of defendants’ high-yield notes. Once investors had transferred their funds for investment, Spargo engaged these entities in a scheme to defraud by using investor funds for his personal use.”

💡 This single passage proves Spargo made false promises, raised money under false pretenses, and immediately misappropriated investor funds for personal gain.

QUOTE 2 Personal misappropriation scale economic
“CannaCloud is now defunct with approximately $1.5 million of its investors’ funds having been misappropriated.”

💡 Nearly all the money investors put in was stolen and spent, leaving them with worthless notes in a defunct shell company.

QUOTE 3 Casino and personal spending profit
“In reality, Spargo used little of the funds he raised from investors to develop CannaCloud’s business. Instead, Spargo spent investors’ money at casinos and on personal expenses. He took investor funds via cash withdrawals and transferred investor funds to his wife’s bank account.”

💡 This shows Spargo had zero intention of building a real business; the entire scheme existed to fund his personal lifestyle.

QUOTE 4 Rapid depletion of deposits delay_tactics
“Within days of an investor deposit, Spargo often depleted the funds by spending the money at casinos in Las Vegas or Arizona, withdrawing the money at ATMs or paying for personal expenses.”

💡 Investor money vanished almost immediately, proving Spargo treated every deposit as instant personal profit rather than capital held in trust.

QUOTE 5 False valuation and profit claims pr_machine
“The valuation document stated that CannaCloud was valued at $7.45 billion. … [The] presentation summarized the investment opportunity available to investors and set forth CannaCloud’s operating and revenue models, which included an assertion that CannaCloud had a 40 percent net profit margin in 2020. … At the time that defendants provided investors with these valuation and investor presentation materials, CannaCloud had never generated any operating revenue.”

💡 Every financial metric Spargo showed investors was a lie; the company had zero revenue, zero profit, and no legitimate basis for its claimed valuation.

QUOTE 6 Fake billion-dollar buyout pr_machine
“When Spargo made these representations about a ‘billion-dollar’ acquisition of CannaCloud to investors and potential investors, there had been no offer to buy the company. Accordingly, Spargo’s representations about a putative buy-out were false or misleading.”

💡 The imminent acquisition was pure fiction, used to stop investors from demanding their money back while Spargo finished draining accounts.

QUOTE 7 Lulling to conceal fraud delay_tactics
“Spargo falsely claimed to these investors that CannaCloud would soon be purchased by an unnamed third-party investor. Spargo claimed that existing CannaCloud convertible note investors stood to profit from that acquisition but only if they continued with their investment in the company. … Through this pattern of additional false and misleading lulling statements, Spargo intended to conceal defendants’ ongoing fraud from detection.”

💡 Spargo actively lied to prevent investors from discovering the fraud, buying himself more time to misappropriate the last deposits.

QUOTE 8 No leadership, no product, no business allegations
“At the time that defendants provided investors with these valuation and investor presentation materials, CannaCloud did not have the described leadership team in place. … At the time that defendants provided investors with these valuation and investor presentation materials, CannaCloud had not developed its claimed cannabis marketplace application.”

💡 The company presented in glossy materials did not exist; it was a complete fabrication with no team, no technology, and no operations.

QUOTE 9 Fake liquidity promise allegations
“When Spargo made this representation, CannaCloud had insufficient funds to honor investor redemption requests. Accordingly, Spargo’s representations about the liquidity of an investment in CannaCloud were false or misleading.”

💡 Spargo told investors they could withdraw anytime, knowing full well the money was already gone.

QUOTE 10 Personal use itemized wealth
“Spargo also used investor funds to pay down his personal credit cards, car loans, or luxury hotel account balances. … Spargo also used investor money to pay for personal expenses, including purchases at retail stores, restaurants, grocery stores, gas stations, as well as the payment of Spargo’s personal federal taxes.”

💡 The breadth of personal spending shows Spargo treated investor funds as a personal ATM for every aspect of his life.

QUOTE 11 Community harm concentration community
“In most cases, Spargo either knew or had met these individual investors, or the investors were the friends or family of people that Spargo knew.”

💡 This was affinity fraud that concentrated harm in a tight social circle, destroying personal relationships along with financial security.

QUOTE 12 Total control, zero oversight allegations
“Spargo is the director and co-founder of CannaCloud. Spargo is also the sole member of D.A. Spargo. … Defendants pooled the investor funds they received from CannaCloud convertible note investors in bank accounts controlled by Spargo.”

💡 Spargo had unilateral control over all entities, all accounts, and all investor funds, with no checks or oversight.

QUOTE 13 Intent to defraud allegations
“When misappropriating investor funds for Spargo’s personal use, defendants engaged in a scheme to defraud.”

💡 The SEC explicitly characterizes the misappropriation as a deliberate scheme, not negligence or mismanagement.

QUOTE 14 No registration, no disclosure regulatory
“CannaCloud is not registered with the SEC in any capacity, nor has it registered any offering of its securities with the SEC. … D.A. Spargo is not registered with the SEC in any capacity, nor has it registered any offering of its securities with the SEC.”

💡 Both entities operated completely outside SEC oversight, exploiting regulatory gaps to sell unregistered securities and hide misappropriation.

QUOTE 15 Scienter established allegations
“Because Spargo controlled the financial accounts receiving investor funds, Spargo knew that defendants were misappropriating investor funds for his personal use.”

💡 Spargo’s knowledge of the misappropriation is undeniable because he personally controlled the accounts and made the withdrawals.

Frequently Asked Questions

What exactly did David Spargo do?
Spargo raised $1.65 million from 33 investors by promising 20 percent annual returns and stock in CannaCloud, a cannabis marketplace app. He claimed the company was worth $7.25 billion and would soon be purchased for a billion dollars. In reality, he spent nearly all the money at casinos, on personal credit cards, luxury hotels, groceries, gas, and his own tax bills. The app was never built, the company never generated revenue, and investors never received returns or their money back.
How much money did investors lose?
Approximately $1.5 million was misappropriated out of $1.65 million raised. Investors also lost up to $330,000 in promised interest payments that were never made. In total, roughly $1.8 million in principal and interest is gone.
Who were the victims?
Thirty-three individual investors, most of whom Spargo knew personally or who were friends and family of people he knew. Many invested five- or six-figure sums representing retirement savings, college funds, or down-payment money. The fraud concentrated in the Mesa, Arizona area, destroying both finances and personal relationships.
Was CannaCloud a real company?
CannaCloud was legally incorporated in Nevada in March 2021, but it never operated a real business. It never built the cannabis marketplace app it promised, never hired the leadership team shown in investor materials, never generated any revenue, and is now defunct. The company was essentially a shell used to collect and misappropriate investor funds.
Did Spargo actually spend investor money at casinos?
Yes. The SEC complaint states that within days of receiving investor deposits, Spargo often depleted the funds by spending money at casinos in Las Vegas and Arizona, withdrawing cash at ATMs, and paying personal expenses. Casino gambling was one of the largest categories of misappropriation.
What were the fake claims Spargo made?
Spargo claimed CannaCloud was valued at $7.45 billion, had achieved a 40 percent net profit margin in 2020, had a full leadership team, was developing a working app, and would soon be purchased by unnamed wealthy buyers for a billion dollars. Every one of these claims was false. The company had zero revenue, no finished product, no real team, and no buyout offer.
Why did it take so long for regulators to act?
CannaCloud never registered its offering or itself with the SEC, and Spargo solicited investors privately through phone calls, texts, and WhatsApp. This allowed the fraud to fly under the radar for nearly a year. The SEC did not file its complaint until March 2025, after all the notes had matured and approximately $1.5 million had already been spent.
Will investors get their money back?
Probably not in full. The SEC is seeking disgorgement, but because Spargo spent the money at casinos, on credit cards, and for personal expenses, recovery is difficult. Casinos and credit-card companies rarely refund misappropriated funds. CannaCloud is defunct with no assets, so even if the court orders repayment, there may be nothing left to collect.
Is Spargo facing criminal charges?
The complaint filed on March 28, 2025 is a civil enforcement action by the SEC. No criminal charges are mentioned in the document. Civil cases can result in injunctions, fines, and bans from serving as an officer or director, but they do not carry jail time. Whether criminal prosecutors will file separate charges is unknown.
What can I do if I was defrauded in a similar scheme?
Report the fraud immediately to the SEC (sec.gov/tcr), your state securities regulator, and local law enforcement. Gather all documents: emails, texts, wire transfer receipts, and investment agreements. Consult a securities fraud attorney to explore civil remedies. The faster you act, the more likely some funds can be traced and recovered. Join or form an investor group to share information and coordinate legal action.
Post ID: 3709  ·  Slug: sec-cannacloud-securities-fraud  ·  Original: 2025-05-11  ·  Rebuilt: 2026-03-20

There is a press release about this fraud that can be read on the SEC’s website: https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26297

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Aleeia
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