KMA Holding, Inc. (MCDA)

[rocky301]

To those asking via private mail how it is possible for TSHL to become a "reporting company" if or when a merger/acquisition takes place with UC Hub Group(UCHBE) currently trading on the OTCBB and is a fully reporting company, I offer the following:

Is it possible?....YES

Here is how. A non-reporting company(TSHL) merges with a reporting "Blank Check Company".(imo, UCHBE fits)

Blank Check Company defined by SEC:
"A blank check company is a development stage company that has no specific business plan or purpose or has indicated its business plan is to engage in a merger or acquisition with an unidentified company or companies, other entity, or person. These very small companies typically involve speculative investments and often fall within the SEC’s definition of "penny stocks" or are considered "microcap stocks."
http://www.sec.gov/answers/blankcheck.htm

Under SEC Rule 12g-3(a) the non-reporting company assumes the reporting status of the blank check company.

After merging according to Rule 12g-3(a)the once non-reporting company(TSHL) would provide their first(34 ACT) disclosure about itself via an 8-K12G3 within 15 days of successful merger.

This entire process is commonly referred to as "Back Door registration". The 8-K12G3 Filing is subjected to SEC REVIEW and in most cases "comments from the SEC".

The same type of info found on Form 10 or Form 10-SB must be filed on the 8-K12G3 for review by SEC. This link will show you what TSHL must provide to SEC for viewing.
http://www.sec.gov/about/forms/form10.pdf

Note also that if the SEC reviews and approves the 8-K12G3 it would automatically register shares previously sold through any Regulation D Rule 504 limited public offering.

If the above process passes the SEC smell test then TSHL would be a fully reporting company and required to report financials(quarterlies and annual audited)and trade on the OTC:Bulletin Board. This process can move along much faster than the traditional registration process where a SB-1 or SB-2 filing can take 90 days or more before being declared "effective" by the SEC.

The above is the only way that I am aware of where a non-reporting public company can merge into a fully reporting company and the non-reporting company assumes reporting status.

Numbers 19 and 20 in this link are the only two applicable, imo.
http://www.sec.gov/interps/telephone/cftelinterps_exchangeactrules.pdf


We shall see.