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Re: None

Friday, 01/24/2014 2:37:05 PM

Friday, January 24, 2014 2:37:05 PM

Post# of 112711
Good news! IMO....clarifies a lot in becoming fully reporting.

Mark B. Newbauer [mark.b.newbauer@gmail.com]

Sent: Friday, January 24, 2014 12:15 PM
To: Carey, Tim - DOA
Attachments:

Tim, there isn't much here I can answer without addressing via blog or press release. I'm sure you understand in terms of public info, etc.
I will update on company progress, but I feel we need to become effective with the SEC first. I am not going to take FINRA's suggestion lightly.


We are working on filings for the audit necessary for Form 10, yes. As mentioned, this suggestion came directly from FINRA on a phone call -- my only phone call with FINRA in this entire process--- last week. In case you are not aware, the SEC is working very hard to see that companies become fully reporting. A Form 10 was suggested as an option around the first few months of our suspension by a few contacts of mine, however we had no access to auditors the company could afford, and we were told by our Market Maker and the attorney, that the Form 211 should satisfy our requirements without the need for an audit or Form. Everyone's feelings have changed on that given the call last week with FINRA in which the examiner stated he still had quite a bit to review and that at this time, unless we want to go through everything line by line by line taking god knows how long, that our best bet would be to file an S-1 or a Form 10.


These past months, though frustrating, confusing and unclear--- is not wasted time-- we still NEED the Form 211 approved alongside any other initiatives-- simply that we were told by FINRA on the call, that it would be approved "tomorrow" once we're deemed effective by the SEC. A Form 10 satisfies this. As well, we were told, (believe it or don't at this point) that we should hear back from FINRA "next week" in November--- we never did, nor did we in December, and only the request for this call did anyone come up for air--- so obviously, it is senseless for me to pass along deadlines or expectations given to me, but I continue to do so for sake of transparency.


All of our projects are being actively worked on. Again, I will update via blog when I update, but for now the Form 10 initiatives are top priority, and I will issue a press release once the Form 10 is filed. A Form 10 becomes effective in 60 days from submission.


A Form 10 is used to register a general class of securities under Section 12(b) or (g) of the Securities Exchange Act of 1934.

Any company whether public or not can use a Form 10 to register a class of securities.
a Form 10 automatically becomes effective 60 days following filing, regardless of any outstanding comments from the SEC reviewer.
Upon effectiveness, the Company is subject to the SEC’s reporting requirements; meaning they must file annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K.
The Company is also subject to the proxy rules of Section 14.
As an article online states well: What the company does only matters if it hopes to resume trading one day. Several recent cases suggest the SEC is now recommending that issuers who want to make things right should accept revocation, and then get two years of audited filings in order and file a new Form 10. That has the advantage of relieving the company from the obligation to catch up with dozens of old financial reports, which might prove an impossible task, but it has the disadvantage of leaving shareholders in the lurch for as long as it takes to get the filings in, find a sponsoring market maker, and get a Form 211 approved by FINRA.



So there you have it- the reasons, the pros, the cons, and I hope it helps give clarity to your question on this process.


Mark B. Newbauer



We really could use a shread of evidence that you have accomplished something; anything!



And I am not talking about going pink either or fully reporting. I am talking about White Space or Skin Trade or St. James news and how that is bringing value to MIKP.



Has anything been done on becoming reporting since you last talked about the 10 form?



Can you expound on anything such as HOW the 10 form would help FINRA in quickening the time for MIKP to become pink again.

How would that work. What is so important about the form 10? How did the form 10 fall between the cracks these last 17 months (and your MM and or Lawyer) and no one noticed it. Do they have experience with form 10?



How much work has been done over the holidays regarding post production conclusion. You mentioned that someone was doing the editing or whatever you call it (for nothing) and around the holidays he would have a lot of time on his hand to do a lot on post production for White Space/



Thanks,



Tim

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