DD Support Board and Research Team

[janice shell]

Newbauer's been involved with MIKP for a long time. He seems never to give up.

The stock was suspended by the SEC in September 2012, along with the stock of a number of other companies:

https://www.sec.gov/litigation/suspensions/2012/34-67868.pdf

At that time, Newbauer was already CEO of the company.

https://www.sec.gov/Archives/edgar/data/1550222/000155022212000001/xslFormDX01/primary_doc.xml

MIKP was not an SEC filer, but two years later, in October 2014, Newbauer filed a Form 10:

https://www.sec.gov/Archives/edgar/data/1550222/000111776814000821/mainbody.htm#8

The Form 10 mentions the suspension only vaguely; it doesn't offer the date on which it occurs, or the reasons for it. It does, however, explain that once the Form 10 becomes effective, the company will need a new Form 211:

We will incur ongoing costs and expenses for SEC reporting and compliance. Management anticipates that within 3 months of the date of the distribution, an application will be filed with FINRA for the public trading of our common stock on the OTC Bulletin Board or the OTC Markets, but there is no assurance that the Company's common stock will be quoted on the OTC Bulletin Board or the OTC Markets or any other exchange or trading facility To be eligible for quotation on the OTCQB or OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. We estimate that our costs we expect to incur as a public company will be $40,000 for the twelve months following the effective date of this registration statement. Without increased revenues or financing, we may be unable to absorb such costs, resulting in inability to timely file reports and consequently result in our stock being traded on the “pink sheets,” which, in turn, will adversely affect any active trading market for our common stock and limit how liquid that market may be.

Newbauer had already tried to get a new Form 211 processed. On 10 October 2012, less than a month after the suspension, he announced that an MM was already working on the 211. But evidently that didn't work out.

https://www.otcmarkets.com/stock/MIKP/news/Mike-The-Pike-Productions-Inc-Identifies-Market-Maker-to-Proceed-with-Form-15c2-11-to-Resume-Quotation-Operations-Contin?id=53620

In a letter written a month after the Form 10 was filed, the SEC says:

In addition, we note your disclosure on page 10 that the trading of your shares was halted by the SEC and FINRA. Please disclose the circumstances under which the trading of your shares was halted.

The Corp Fin reviewer adds:

Please clarify what you mean by “if we failed to meet the criteria set forth in the SEC regulations” by identifying such “criteria.” However, if you are referring to whether your common stock will meet the definition of “penny stock” as defined in Rule 3a51-1 under the Exchange Act, please consider removing this part of the risk factor as you discuss this issue in the following risk factor.

https://www.sec.gov/Archives/edgar/data/1550222/000000000014059694/filename1.pdf

It seems clear, then, that MIKP had tried for a new Form 211 in the past, and failed. The Form 10 became effective after 60 days, although the SEC comment letters continued into the next year. The review was not completed till 18 March 2015.

https://www.sec.gov/Archives/edgar/data/1550222/000000000015016412/filename1.pdf

The company filed its 10-K for fiscal year 2014, and a quarterly for the first three months of 2015, and then stopped filing, presumably because it was once again unable to get a Form 211 processed. Newbauer did not begin making disclosure at OTC Markets. He filed a Form 15 voluntarily terminating registration of its securities on 21 August 2015:

https://www.sec.gov/Archives/edgar/data/1550222/000161781915000045/form1512g_mikethepike.htm

And then he filed a new Form 10 on 19 December 2022:

https://www.sec.gov/Archives/edgar/data/1550222/000173112222002152/0001731122-22-002152-index.htm

Which he withdrew yesterday:

https://www.sec.gov/Archives/edgar/data/1550222/000173112223000038/e4349_rw.htm

He did issue a PR explaining the withdrawal:

Mike The Pike Productions, Inc. (OTC: MIKP) (“The Company”), ($MIKP), a fan-owned entertainment studio focused in the acquisition, development, and production of entertainment intellectual property through its wholly owned subsidiary www.ArowanaMedia.com, announces today that per advice of counsel, it will be withdrawing its most recent Form 10 submission in favor of resubmitting the Form 10 to include Audited Financials with respect to SEC guidelines and procedures.

The Company anticipates its PCAOB Auditor to have work completed in a timely manner and has expectations to file the Form 10 with audited financials within the next 7-10 days.

“It’s with great pleasure that, under the recent 15c-211 amendment approved by the SEC, we now have an achievable path to becoming a fully reporting, Pink Current Information Tier Issuer as we continue to make great strides in the company operationally, through its subsidiary Arowana Media Holdings,” states CEO Mark B. Newbauer.

“We are operating full force in Arowana on development benchmarks for our projects including the Vampirella Universe, New York Times Bestseller ‘Wish’, and other titles soon to be officially announced.”

https://www.globenewswire.com/news-release/2023/01/11/2587408/0/en/Mike-The-Pike-Productions-Inc-OTC-MIKP-to-Withdraw-Most-Recent-Form-10-Submission-in-Favor-of-Resubmitting-Form-10-to-include-Audited-Financials-Toward-Becoming-SEC-Fully-Reporting.html

Hello?? Forms 10 REQUIRE audited financial statements. Some kind of financial records less than 16 months old doesn't come into it. The requirements for a Form 10 are clear. In the Form 10 filed on 19 December, here are NO financial statements, audited or unaudited, despite the fact that in his Sarbanes-Oxley disclosure, Newbauer says:

The financial statements and related notes are included as part of this Form 10 registration statement as indexed in the appendix on page F-1 through F-8.

There are no F pages at all.

The logical--and not new--conclusion is that Newbauer is an idiot.