Michelex Corp (fka MLXO)

[Richard2]

Update on SEC Filings and Reporting Requirements



Michelex Corporation filed a Form 15 with the Securities and Exchange Commission yesterday, May 14, 2012. Form 15 is a “Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934.” The filing of Form 15 was precipitated by the receipt of a letter from the Securities and Exchange Commission’s Office of Enforcement Liaison, Division of Corporation Finance, dated April 30, 2012 (see attached PDF: “SEC Notification”).



The Company made attempts to speak with the liaison officer at the Securities and Exchange Commission, including sending a fax to the Liaison Office (see attached PDF: “Reply to SEC”). The deadline to file a Form 15 pursuant to the letter the Company received is today, May 15. As the Company had not yet heard back from the Liaison Office as of yesterday, it was decided that a Form 15 should be filed with the Securities and Exchange Commission before today’s filing deadline.



The filing of Form 15 immediately suspended the Company’s filing requirements under section 13(a), and if the certification on Form 15 is subsequently withdrawn or denied, theCompany will have 60 days in which to file all required forms:

Securities Exchange Act of 1934

Rule 12g-4



This afternoon, we received a call from the Special Counsel for the Office of Enforcement Liaison, and the conversation could be described as being informative, helpful and congenial. The Special Counsel informed us that our Form 15 filing would be denied as our interpretation of the requisite requirements for filing a Form 15 was incorrect and that we needed to file an amendment withdrawing our filing. We agreed to do so and then discussed the options that are available to Michelex Corporation. They are:



1. Do nothing, a 12(j) action will be initiated and trading will be suspended.

2. Consent to the filing of a 12(j) action, which will also result in a trading suspension.

3. Inform the Special Counsel via letter that Michelex Corporation will complete all required filings by a “date certain”. This option does not mean that a 12(j) action will not be filed, but it ispossible that the filing of a 12(j) action will not occur before our filings our completed.



Thus, it is possible that the SEC will take administrative action pursuant to Section 12(j) of the Securities and Exchange Act of 1934, which could result in the suspension of trading pursuant to section 12(k):http://taft.law.uc.edu/CCL/34Act/sec12.html



Per the SEC Office of Investor Education and Advocacy’s Investor Bulletin:Trading Suspensions:



“..when an SEC trading suspension ends, a broker-dealer generally may not solicit investors to buy or sell the previously-suspended over-the-counter (“OTC”) stock until certain requirements are met…a broker-dealer must file aForm 211 with the Financial Industry Regulatory Authority (“FINRA”) representing that it has satisfied all applicable requirements, including those ofRule 15c2-11 andFINRA Rule 6432.” (See also: 15c2-11)



Effectively, what this means is that if trading is suspended, Michelex would not be eligible to be quoted via Market Makers. In order for quotation of Michelex to be resumed, the Company would need to have current financial statements and secure a Broker-Dealer to file a Form 211 with FINRA on the company’s behalf.



The board of directors held a meeting this evening and decided on the following course of action:

We will inform the Special Counsel via a letter to be sent tomorrow, May 16, 2012 that Michelex Corporation will commit to submit all required filings by August 31, 2012. If possible, within the next few days, we will retain a PCAOB certified firm to perform the audits and we will notify the Special Counsel of such. [It is unfortunate that during the 20+ months of their tenure, the previous board did not take the requisite actions which they were supposed to do in order for Michelex to become current in regards to its filing requirements pursuant to section 13(a) of the Securities and Exchange Act of 1934.]



However, if despite our best efforts, trading is suspended, it is the intention of the board of directors to take the necessary actions to have quotation via Market Makers (i.e., “trading”) resumed via the filing of Form 211 with FINRA. If the Company is required to have a Form 211 submitted on its behalf, we estimate the cost of all necessary actions (e.g., preparation of financial statements, fees to brokers-dealers, legal expense, etc.) to be in the range of $40,000 - $50,000. Please note that the “Jumpstart Our Business Startups Act” that was signed into law on April 12, 2012 included changes to the reporting requirements of section 12g of the Securities and Exchange Act of 1934, and that because of those changes, Michelex Corporation would not be required to re-register with the SEC if the Company isde-registered via the filing of a 12(j) action by the Securities and Exchange Commission. In effect, Michelex could resume trading as an OTC Pink Sheet stock but the Company wouldnot be subject to SEC reporting requirements under section 12 of the Securities and Exchange Act of 1934 (i.e., Michelex would not be required to make EDGAR filings of forms 10-Q, 10-K, 8-K, etc.)



We will keep shareholders informed regarding any decisions that are made, or actions that are taken, by the Securities and Exchange Commission in regards to Michelex Corporation. In addition, we will provide additional updates on the status of the Company and our efforts to secure funding and/or partners as soon as possible.



Michelex Board of Directors:

Frank T. LaSusa

Venkat Kakani

Dino A. Sawyer







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Safe Harbor: This email may contain forward-looking statements within the meaning of the Private Securities Litigation reform Act of 1995. These statements and the matters discussed in this email are forward looking statements that involve a number of important risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to, the extremely limited operating history, the performance of the subsidiaries, as well as other economic, competitive and technological factors involving the subsidiaries' operations, markets, services, products and prices, uncertainties related to the company's access to additional capital, the ability of the subsidiaries to enter into contracts with new customers, and dependency on key management.