2 years of audited financials is really the core sticking point. The 3 year operation comment likely has more to do with a recommendation and POTN's preference than SEC requirement. It would likely be a recommendation due to the fact that regularly reporting, uplisted companies have alot of important, technical requirements to make on a regular basis. Its a good idea to have the game down solidly (hence, 3 years' practice) before embarking on this challenge.