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Re: TEX post# 261772

Saturday, 11/21/2009 9:28:00 PM

Saturday, November 21, 2009 9:28:00 PM

Post# of 346917
Ok Tex. Thought I did, but just in case:
Based on the achievement of the required number of shareholders and dollars of assets the company was required to file a Form 8-A on 9/28/09. The purpose of the form, as shown in the heading of the form is "FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934".
So the company's shares were registered under the 1934 Act based on that filing and while there are issues that determine the effective date of the registration, I believe that the registration became effective as of the date of the filing itself.
Forms 3&4 are required filings under the 1934 Act, but not the 1933 Act under which the shares were initially registered.
So the "initial beneficial ownership", as described in the instructions for Form 3 (which see) was first required to to be reported on Form 3 (with subsequent transactions reported on Form 4 when appropriate...eg. Pike) when the Company filed the 8-A and its shares became 1934 Act registered shares.
http://sec.gov/about/forms/form3data.pdf

If you're still confused by this, let me know and I'll take another poke at it. I would also add that I'm not an attorney and the only guarantee accompanying the above explanation is for a return of any fees paid for it. Consequential damages get bupkis.

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