This website publishes administrative rules on their effective dates, as designated by the adopting state agencies, colleges, and
universities.
| Rule |
Rule 122:24-1-01 | Definitions.
Effective:
January 9, 2025
Capitalized terms used in rules 122:24-1-01 to
122:24-1-14 of the Administrative Code have the following meaning: (A) "Annual" sales means the
gross sales of the small business enterprise using generally accepted
accounting principles for the twelve months preceding the date of the
investment of money. For entities that engage in the rental of assets, sales
also means rental income. (B) "Application" means the
process of submitting notification of a qualifying investment with the
department of development for the purposes of the investOhio program. An
application may only be completed after both the eligible investor and the
small business enterprise have registered with the investOhio program, in a
manner prescribed by the director. The application will identify a specific
dollar amount, the date of the investment of money, the eligible investor and
the small business enterprise. (C) "Assets" means the total
book value of assets of the small business enterprise using generally accepted
accounting principles for the twelve months preceding the date of the
investment of money. (D) "Director" means the
director of the department of development of the state of Ohio. (E) "Disqualifying Event" means
a situation in which either the eligible investor or the small business
enterprise performs, or fails or perform, an act that renders either a
registered party to the transaction or qualifying transaction between the
registered parties partially or wholly ineligible for the tax credit described
in section 122.86 of the Revised Code. (F) "Eligible Investor" has the
same meaning as described in division (A)(3) of section 122.86 of the Revised
Code. (G) "Full-time Equivalent
Employees" means, for purposes of division (A)(1)(b) of section 122.86 of
the Revised Code, the quotient obtained by dividing the total number of hours
for which employees were compensated for employment at the small business
enterprise by two-thousand eighty within the twelve months preceding the date
of the investment of money. Ohio full-time equivalent employees are those
full-time equivalent employees subject to the tax imposed by Chapter 5747. of
the Revised Code or full-time equivalent employees that are exempt from the tax
imposed by Chapter 5747. of the Revised Code. (H) "Investment of Money" means
a new investment of cash by an eligible investor to a small business
enterprise. It does not include a contribution of non-cash assets, convertible
or converted debt, or other impermissible investments described in rule
122:24-1-05 of the Administrative Code. (I) "InvestOhio Program" means
the tax credit program established in section 122.86 of the Revised Code. This
program is also identified as the small business enterprise investment tax
credit administered by the department of development. (J) "InvestOhio Transaction ID"
means the alphanumeric code issued by the director for a qualifying investment
that has successfully applied to the investOhio program. InvestOhio
transactions IDs are issued sequentially in the order that applications are
received. (K) "InvestOhio User ID" means
the alphanumeric code issued by the director to eligible investors and small
business enterprises that have successfully registered with the investOhio
program. (L) "Pass-through Entity" has
the same meaning as described in division (O) of section 5733.04 of the Revised
Code. (M) "Managers of the
Enterprise" means individuals who have the responsibility for the day to
day operations of the business or exercise decision making authority for the
entity, regardless of their title, compensation, ownership and regardless of
whether they are salaried or hourly employees. (N) "Qualifying Investment" has
the same meaning as described in division (A)(2) of section 122.86 of the
Revised Code. (O) "Register" means the
process of creating a user account with the investOhio program. Registration
may entail the establishment of an Ohio business gateway account as well.
Eligible investors and small business enterprises are to register separately in
order to participate in the investOhio program, even if they are the same
person, and are to certify the accuracy of the information provided in each
registration. (P) "Related Entities" means
entities, determined by the director pursuant to division (F)(5) of section
122.86 of the Revised Code that: (1) have (i) significant common purposes and
substantial common membership or (ii) have directly or indirectly substantial
common direction or control; (2) in which the small business enterprise or a
twenty per cent or more interestholder of the small business enterprise owns
more than twenty per cent; or (3) other determinations made by the director.
For the purposes of this calculation, the interestholder includes immediate
family members (spouses, children, parents, siblings and other household
members). Entities includes trusts controlled by or for the benefit of the
interestholder. (Q) "Small Business Enterprise"
has the same meaning as described in division (A)(1) of section 122.86 of the
Revised Code. (R) "Tax Commissioner" means
the commissioner of the department of taxation of the state of
Ohio. (S) "Time of Investment" means
the date on which an eligible investor completes all of the investments of
money to a small business enterprise that are outlined in the application
submitted through the investOhio program, regardless of the date on which the
small business enterprise issues the equity to the eligible
investor. (T) "United States" means the
fifty states, the District of Columbia, Puerto Rico, American Samoa, Guam,
Johnston island, Midway island, Wake islands, Northern Mariana islands, and US
Virgin islands.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-02 | Procedure for investOhio program.
Effective:
January 9, 2025
(A) The investOhio program is a multistep
process in which the following acts are to occur: (1) The small business
enterprises and eligible investors that wish to participate in the program are
to register with the investOhio program. The registration process is further
described in rule 122:24-1-03 of the Administrative Code. (2) A registered eligible
investor and a registered small business enterprise are to reach an agreement
that permits the eligible investor to make an investment of money in the small
business enterprise for an equity interest in the small business enterprise
whether such agreement was reached prior to or after registering as an eligible
investor or small business enterprise with the investOhio program. The time of
investment is to occur in the same state fiscal biennium as application
described in paragraph (A)(3) of this rule. (3) One of the parties to
the qualifying investment described in paragraph (A)(2) of this rule is to
apply to the investOhio program. The application process is further described
by rule 122:24-1-04 of the Administrative Code. The date and time in which the
application is received by the director determines the priority that the
qualifying investment has under the investOhio program. Each transaction will
be given an investOhio transaction ID to denote the priority of the
transaction. (4) Once the application
has been submitted to the director, the eligible investor is to make the
investment of money consistent with rule 122:24-1-05 of the Administrative
Code. (5) Within six months
after the date on which the investment of money occurs, the small business
enterprise makes allowed expenditures consistent with division (A)(1) of
section 122.86 of the Revised Code. (6) Following the end of
the required holding period and submission of required documents, the director
will begin to issue small business investment certificates to those qualifying
investments that have met each of paragraphs (A)(1) to (A)(6) of this rule. The
certificate will establish the maximum amount of the tax credit that may be
claimed. The director will issue small business investment certificates until
the amount of tax credits awarded meets the limitation imposed by division
(C)(3) of section 122.86 of the Revised Code. (7) Eligible investors
that possess small business investment certificates may claim a tax credit
consistent with section 5747.81 of the Revised Code.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-03 | Registration process.
Effective:
January 9, 2025
(A) There are two parties that are to
register with the department of development as part of the process of issuing a
small business investment certificate, the eligible investor and the small
business enterprise. Registration is to be accomplished using the Ohio business
gateway at: http://business.ohio.gov, or the website address located at:
http://invest.ohio.gov. (B) In order to register as an eligible
investor with the investOhio program in accordance with paragraph (A) of this
rule, at the location denoted in paragraph (A) of this rule, the following
information is to be provided: the entity type; its name and address; email
address; social security number or federal employer identification number; an
acknowledgement that the investment is for the acquisition of capital stock or
other equity interest in a small business enterprise; and such additional
information as the director may deem to be necessary. (C) When the registration process has
been completed, pursuant to this rule, an investOhio user ID will be issued.
This number will be used to identify the eligible investor throughout the
investOhio program. The investOhio user ID is used to match the eligible
investor up to qualifying investments, as defined by division (A)(2) of section
122.86 of the Revised Code. If an eligible investor makes multiple investments
with the same or different small business enterprises, the same investOhio user
ID will be used for each application. (D) In order to register as a small
business enterprise with the investOhio program in accordance with paragraph
(A) of this rule, at the location denoted in paragraph (A) of this rule, a
corporation, pass-through entity or other person is to provide the following
information: the entity type; its name and address; email address; social
security number or federal employer identification number, the business
registration number issued by the Ohio secretary of state; its North America
industry classification system code; information relating to meeting the
employee requirement, as described in division (A)(1)(c) of section 122.86 of
the Revised Code; information relating to meeting the asset requirement, as
described in division (A)(1)(b) of section 122.86 of the Revised Code; and such
additional information as the director may deem to be necessary. (E) When the registration process has
been completed, an investOhio user ID will be issued. This number will be used
to identify the small business enterprise throughout the investOhio program.
The investOhio user ID is used to match the small business enterprise with
qualifying investments, as defined in division (A)(2) of section 122.86 of the
Revised Code. If a small business enterprise accepts multiple qualifying
investments with the same or different eligible investors, the same investOhio
user ID will be used for each application. (F) All registrants are to update their
registration information if changes occur. Each party to a qualifying
investment is to affirm the accuracy of this information in the application
process as described in rule 122:24-1-04 of the Administrative
Code. (G) The act of registration alone does
not entitle either an eligible investor or a small business entity to a tax
credit under the investOhio program.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-04 | Application process.
Effective:
January 9, 2025
(A) In order to complete an application
for a qualifying investment, both the eligible investor and the potential small
business enterprise have registered with the investOhio program and have
received an investOhio user ID. This process is described in rule 122:24-1-03
of the Administrative Code. (B) Prior to submitting an application
for a qualifying investment, the eligible investor and small business
enterprise are to have exchanged the information necessary to complete an
application for a qualifying investment. Either party may apply under the
investOhio program. The information necessary includes: (1) The amount of the
qualifying investment, which is to be an investment of money; (2) The time of
investment; and (3) (a) In the case of a small business enterprise that wishes to
apply, the investOhio user ID of the eligible investor that will make a
qualifying investment in the small business enterprise; or (b) In the case of an eligible investor that wishes to apply, the
investOhio user ID for the small business enterprise in which the eligible
investor will make a qualifying investment. (C) This application is complete and
considered submitted when the qualifying investment transaction is issued an
investOhio transaction ID. The director will use the investOhio transaction ID
to order the priority qualifying investments as enumerated in division (B) of
section 122.86 of the Revised Code. Once an application is complete and
submitted, no amendments of that application will be permitted. (D) For purposes of clarification and/or
completion, the director may, from time to time and as necessary, request in
writing additional information from eligible investors and small business
enterprises. The director will not consider any materials unless they are
requested by the director. (E) All qualifying investments and its
corresponding investment application to the investOhio program are to occur
within the same state of Ohio fiscal biennium. Failure to comply with this
division renders a small business investment certification all, or partially,
void. At the beginning of each fiscal biennium the application process starts
over, except that registrants from a previous biennium do not have to complete
the registration process again. Previous registrants however, are to update
their registration information to the extent that any of the information
provided has changed.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-05 | Validation of qualifying investment.
Effective:
January 9, 2025
(A) Within thirty days of the time of
investment, or for an investment of money made prior to the first date in which
the director begins to accept evidence under this division as determined by the
director, the eligible investor is to supply to the director evidence that the
transfer of the investment of money has been made. The time of investment is to
occur within thirty days of the date supplied in the application. Items which
may be considered evidence of an investment of money can be found in paragraph
(C) of rule 122:24-1-11 of the Administrative Code. (B) Within thirty days of the date in
which the small business enterprise completes its expenditures pursuant to
divisions (A)(1)(d)(i) to (A)(1)(d)(v) of section 122.86 of the Revised Code,
or for expenditures made prior to the first date in which the director begins
to accept evidence under this division as determined by the director, the small
business enterprise identified in the transaction is to supply to the director
evidence of such expenditures. The director will prescribe guidelines for what
constitutes reasonable evidence of an allowed expenditure. Regardless of when
the expenditures are made within the six month period described in division
(A)(1)(d) of section 122.86 of the Revised Code, the small business enterprise
is to supply to the director evidence of such expenditures no later than seven
months from the date of the investment of money. (C) On or before the date described in
paragraph (A) of this rule, any eligible investor that is a pass-through entity
that wishes to receive a small business investment certificate is to provide to
the director a list of partners or members, including the correct legal name,
taxpayer identification number, and proportion of ownership interest in the
entity. To the extent that any of the parties denoted on this list are
themselves a pass-through entity, the eligible investor that is participating
in the investOhio program will supply a list of partners or members, including
the correct legal name, mailing address, email address, taxpayer identification
number, and proportion of ownership interest in the entity. This process
continues until all listed parties are individuals subject to the tax found in
Chapter 5747. of Revised Code. This allocation of ownership in the eligible
investor will determine the amount of tax credit that each owner is entitled to
claim, subject to the limitations imposed by division (C)(1) of section 122.86
of the Revised Code. (D) The director may, from time to time
and as necessary, request in writing additional information from either
eligible investors or small business enterprises in order to ascertain whether
the parties to the transaction qualifying as small business enterprises, as
defined in division (A)(1) of section 122.86 of the Revised Code, and as
eligible investors, as defined in division (A)(3) of section 122.86 of the
Revised Code. (E) To the extent that the qualifying
investment is validated, the application may still be disqualified subject to
the provisions of rule 122:24-1-10 of the Administrative Code.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-06 | Issuances of small business investment certificates.
Effective:
January 9, 2025
(A) Once the director has determined that
the qualifying investment meets the requirements of section 122.86 of the
Revised Code and rule 122:24-1-05 of the Administrative Code, completes the
review of the application, and following the end of the holding period, the
small business investment certificate is to be issued to the eligible investor.
Tax credits will only be available to the investor or identified owners of
pass-through entities and only in proportion to their ownership interests. Each
member or partner on the list enumerated in paragraph (C) of rule 122:24-1-05
of the Administrative Code is to receive a small business investment
certificate for their proportionate share of the qualifying investment; however
owners that are not identified will be ineligible for a tax credit. No entity
or person is entitled to claim more tax credit than is allowed under division
(C)(1) of section 122.86 of the Revised Code. Small business investment
certificates are not transferrable. (B) To the extent that an eligible
investor makes an investment of money that is different than the amount
supplied in the transaction application, the director will only issue a small
business investment certificate equal to ten per cent of the lesser of the
following: (1) The actual amount of
the investment made to the extent it is less than the amount stated in the
transaction application; or (2) The amount supplied
in the transaction application to the extent that the investment in cash
exceeds that amount; or (3) The maximum amount
permitted by division (C)(1) of section 122.86 of the Revised
Code. (C) In the event the director determines
not all of the submitted expenditures are eligible, the director will issue a
partial small business investment certificate in the amount equal to ten
percent of the total eligible expenditures. (D) The director will issue a partial
small business investment certificate to an eligible investor that has
completed a qualifying investment that is accompanied by allowed expenditures
if the amount of the tax credit requested cannot be fulfilled due to the
limitation set forth in division (C)(3) of section 122.86 of the Revised
Code. (E) When the total amount of intended
qualifying investments indicated on transaction applications reaches the amount
that would generate the maximum allocated tax credits in any fiscal biennium,
the director can not issue any additional small business investment
certificates for that fiscal biennium. (F) The tax credit is to be claimed in
accordance with section 5747.81 of the Revised Code. (G) The eligible investor is to submit
the small business investment certificate with the first eligible
investor's annual return due to be filed under section 5747.08 of the
Revised Code after the expiration of the holding period. The eligible investor
may claim the tax credit listed on the small business investment certificate in
the priority order prescribed by section 5747.98 of the Revised Code. Each
year, any credit amount in excess of the tax due for that year under section
122.86 of the Revised Code, after allowing for all other credits with greater
priority than the investOhio tax credit, may be carried forward consistent with
section 5747.81 of the Revised Code.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-08 | Small business enterprise.
Effective:
January 9, 2025
(A) In order for a business entity to
qualify as a small business enterprise either its assets cannot exceed fifty
million dollars or its annual sales cannot exceed ten million dollars. These
calculations are to be made at the time of each qualifying investment and are
to be calculated based upon generally accepted accounting
principles. (B) In order for a business entity to
qualify as a small business enterprise, the business is to meet division
(A)(1)(c) of section 122.86 of the Revised Code as of the date of each
qualifying investment. (C) A small business enterprise is to
annually update its registration information for the investOhio program,
described in rule 122:24-1-03 of the Administrative Code, with the director.
This report is to be in a format established by the director and is to provide
the director with information necessary for the director to make a
determination as to the entity's status as a small business enterprise as
well as whether the entity is complying with requirements associated with its
expenditure of the qualifying investments.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-09 | Verification of small business investment certificates.
Effective:
January 9, 2025
(A) Annually on a date determined by the
director and again upon the completion of the holding period for a qualifying
investment that was given an investOhio transaction ID, the eligible investor
will supply to the director evidence of its continued ownership interest in the
small business enterprise that was a party to the qualifying
investment. (B) Annually on a date determined by the
director and again upon the completion of the holding period for a qualifying
investment that was given an investOhio transaction ID, the small business
enterprise will supply to the director evidence of its continuous ownership of
the property it acquired or employment positions it funded pursuant to division
(A)(1)(c) of section 122.86 of the Revised Code. (C) The director will not issue a tax
credit if an eligible investor fails to retain an ownership interest greater
than or equal to that which it acquired as a result of the investment of money
for the entirety of the holding period. (D) The director will not issue a tax
credit for property the small business enterprise failed to retain for the
entirety of the holding period. (E) In the event that an eligible
investor is a pass-through entity in which only some of the participating
owners or members have held their equity or other ownership interests in the
small business enterprise for the applicable holding period, the director will
issue tax credit certificates to only those owners or members who held their
interests for applicable holding period. (F) When the director disqualifies a
small business investment certificate, or any portion thereof, the director is
to restore that amount to the investOhio program and follow the procedures set
forth in paragraph (E) of rule 122:24-1-06 of the Administrative Code to
continue to award tax credits to investOhio transaction IDs that have not
received either their full allocation of tax credits or any tax credit. The
director will cease reinstatement under this division upon the end of each
state fiscal biennium.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-10 | Disqualification of small business investment certificates.
Effective:
January 9, 2025
(A) A disqualification of a small
business investment certificate may occur at several points in the
procedure: (1) During the process of
applying for a small business investment certificate that is set forth in rule
122:24-1-04 of the Administrative Code, as such disqualification is further
outlined in paragraph (B) of this rule; or (2) During the validation
of the application for a small business investment certificate that is set
forth in rule 122:24-1-05 of the Administrative Code, as such disqualification
is further outlined in paragraph (C) of this rule; or (3) During the
verification of the small business investment certificate that is set forth in
rule 122:24-1-09 of the Administrative Code, as such disqualification is
further outlined in paragraph (D) of this rule, after the holding period has
run. (4) At any time if the
director determines that an eligible investor or the small business enterprise
has engaged in any activity that represents an effort to subvert the purpose of
section 122.86 of the Revised Code. Such efforts include, but are not limited
to: (a) An investment of money that is comprised of a loan, granted
by or through the small business enterprise to an eligible investor when the
eligible investor intends to make an investment of money in the small business
enterprise; (b) An investment of money that is derived from a loan in which
the assets of the small business enterprise havd been pledged as collateral or
otherwise encumbered; (c) An investment of money that is derived from an extraordinary
or non-recurring distribution of equity from the small business enterprise to
an eligible investor when the eligible investor intends to make and investment
of money in the same small business enterprise; or (d) Expenditures allowed pursuant to division (A)(1)(c) of
section 122.86 of the Revised Code but that are made with a related
party. (B) Application disqualifications. If the
director determines that a disqualifying event occurs in an application for a
small business investment certificate (e.g., the investment will not take place
during the current state biennium, the proposed amount of the investment of
money exceeds the amount for which the director may issue tax credits, one of
the registered parties to the transactions is determined to be ineligible to
participate in the investOhio program, etc.), the director is to notify the
small business enterprise and the eligible investor to that transaction of the
disqualifying event in writing via email at the addresses provided in their
respective registrations. Following notification of the parties, the director
may allow the submission of evidence that rebuts the director's
determination, in a time period specified by the director. The director will
issue a final determination if this allows for the submission of rebutting
evidence and such evidence may be provided by either party to the qualifying
transaction. (C) Validation disqualifications. If the
director determines that a disqualifying event occurs during the validation of
an application for a small business investment certificate (e.g., the
investment of money was not used exclusively for the acquisition of an
ownership interest, the small business enterprise does not invest in allowable
expenditures, the small business enterprise does not complete its allowed
expenditures within the statutory six month time period, etc.) has occurred,
the director is to notify the small business enterprise and the eligible
investor to that transaction of the disqualifying event in writing via email at
the addresses provided in their respective registrations. Following
notification of the parties, the director may allow the submission of evidence
that rebuts the director's determination, in a time period specified by
the director. The director will issue a final determination if this allows for
the submission of rebutting evidence and such evidence may be provided by
either party to the qualifying transaction. (D) Verification disqualifications. If
the director determines that a disqualifying event has occurred during the
verification period of a small business investment certificate (e.g., the
eligible investor does not retain its investment for the full holding period,
the small business enterprise does not retain the assets it purchased for the
full holding period, the business enterprise fails to meet the requirements of
a small business enterprise, etc.) has occurred, the director is to notify the
small business enterprise and the eligible investor to that transaction of the
disqualification in writing via email at the addresses provided in their
respective registrations. Following notification of the parties, the director
may allow the submission of evidence that rebuts the director's
determination, in a time period specified by the director. The director will
issue a final determination if he/she allows for the submission of rebutting
evidence and such evidence is provided by either party to the qualifying
transaction. (E) Effect of disqualifications. If a
disqualifying event occurs, the director will determine the effect of the
disqualifying event and adjust the amount of the requested tax credit to align
with the proper amount of the investment of money and corresponding allowable
expenditures. If any amounts of investment are disqualified, the director will
restore that amount to the investOhio program. The director will then resume
processing qualifying transactions that have not received either their full
allocation of tax credit or any tax credit in order of their investOhio
transaction ID. The director will stop processing transactions again once it
has again met the limitation described in paragraph (F) of rule 122:24-1-06 of
the Administrative Code.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-11 | Maintenance of records.
Effective:
January 9, 2025
(A) Both eligible investors and small
business enterprises are required to maintain records necessary to prove that
they meet the various requirements of section 122.86 of the Revised Code. The
burden of proof rests with the eligible investor and the small business
enterprise and compliance with the suggestions below does not shift the burden
of proof to the state, the director, or the tax commissioner. (B) All records are to be preserved for a
period of five years from the completion of the applicable holding period for
the qualifying investment, as described in division (A)(4) of section 122.86 of
the Revised Code. (C) Each eligible investor intending to
claim the nonrefundable investment credit is to maintain, among other things,
complete and accurate records to establish the time of investment and amount of
their qualifying investment in a small business enterprise. This documentation
could include: (1) Records establishing
an equity interest such as stock certificates, membership certificates,
partnership agreements, corporate minutes, documentation of the entity's
ownership structure immediately before and immediately after the investment, or
other legal documents; (2) Records establishing
the date and amount of the investment such as cancelled checks, wire transfer
authorization, journal entries of the small business enterprise, or the equity
accounts of the small business enterprise. (D) Each small business enterprise is to
maintain, among other things, complete and accurate records to establish its
qualification as a small business enterprise. This documentation
includes: (1) Payroll policies
establishing the entity's criteria for an employee being full-time, as
well as payroll records showing names and hours of all employees both in Ohio
and in the United States. (2) Records necessary to
establish and validate the date, amount and location of the investments
described in division (A)(1)(d) of section 122.86 of the Revised Code. This
could include contracts, purchase invoices, sales invoices, cancelled checks,
wire transfer authorization, bank records, or registration
documents. (E) The failure to maintain complete
records which may be used in verifying the accuracy of the figures reported by
the investors or small business enterprises may result in the disqualification
of the small business investment certificate, or the nonrefundable investment
credit being denied.
Last updated January 9, 2025 at 9:19 AM
|
Rule 122:24-1-12 | Signature; trade secrets; redactions.
Effective:
January 9, 2025
(A) The registration, validation of the
investment of money, and validation of the allowed expenditures submitted by a
eligible investor or small business enterprise pursuant to the rules set forth
in Chapter 122:24-1 of the Administrative Code will include an attestation that
the document has been completed by an authorized representative of the entity
required to complete the document or form that the information contained in the
application or report is true, correct, and complete. (B) Either an eligible investor or a
small business enterprise may apply for the small business investment
certificate described in division (B) of section 122.86 of the Revised Code. At
that time, the party that does apply will certify that to the best of their
knowledge all of the information contained in the request is a truthful and
accurate representation of the qualifying investment.
Last updated January 9, 2025 at 9:19 AM
|
