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e-ore

01/21/20 10:58 PM

#62296 RE: Mrblabla #62294

A "super 8k" requires audited financial statements of the company or companies coming in. An independent auditor is required for audited financials submitted to the SEC.

I-Glow

01/22/20 11:01 AM

#62311 RE: Mrblabla #62294

"Also, if the auditor that conducted
the previous audit in accordance with AICPA standards is determined not to have been
independent in accordance with SEC regulations for all periods, a change in auditor and a
re-audit of the financial statements may be required."

The filing must include all the information that would be in an SEC Form 10 registration for the combined company, essentially the equivalent of a public offering prospectus.

Item 9.01(b) of Form 8-K requires pro forma financial information to be included, not just the financial statements of the acquired company.

And clearly disclose holding company and control arrangements, as well as a detailed description of both current and planned business going forward.

It looks bad for Costello ever filing a Super 8-K.

IG