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mick

02/23/09 11:56 AM

#12 RE: Soapy Bubbles #10

o.k., here is how it reads. pretty simple. form 211-15c2-11 fill in the blanks about your company changes.


FORM 211
General Instructions
Complete this formto initiate or resume quotations in the OTC Bulletin Board®, the Pink Quote or any
other comparable quotationmedium. By completing this form, your firmis representing that it has
satisfied all applicable requirements of Securities and Exchange Commission (SEC) Rule 15c2-11 and
the filing and information requirements of NASD Rule 6640. It is not necessary to file this application
if amember qualifies for an exception or exemption provided by paragraphs (f)(1)-(5) or (h) of Rule
15c2-11.
Send the completed form, a photocopy of the completed formand two copies of the required Issuer
information to FINRA, OTC Compliance Unit, 9509 KeyWest Avenue, Rockville,MD 20850-3329.
If you have any questions, call the OTC Compliance Unit at (240) 386-5100.
Check the applicable quotationmedium(s):
OTC Bulletin Board
Pink Quote
Other (name of quotationmedium)
2
Part 1 – Issuer and Security Information
Provide the information requested below:
1. Exact name of Issuer and predecessor (if any)
2. Address of principal executive offices
3. Telephone number of principal executive offices
4. Type of security (check one) Domestic Security ADR Foreign Security DPP
5. State of incorporation Country of incorporation
6. Complete title and class of security to be quoted
7. Symbol of security (if assigned) CUSIP (if assigned)
8. Par or stated value of security
9. Total securities outstanding at the end of the Issuer’smost recent fiscal year
10. Name and address of transfer agent
11. List any restrictions on the transfer of the security
12. Price of initial quotation entry Bid Ask
No price at this time
If you are requesting to enter a bid and/or ask price, youmust also provide a clear statement of the
following information:
The basis upon which the priced entry was determined:
The factors considered inmaking that determination:
3
Part 2 – Required Issuer Information
Check the applicable box (select only one) that corresponds to the category of Issuer information
accompanying this application. To determine the applicable category, carefully review paragraphs
(a)(1)-(5) of Rule 15c2-11 under the Securities Exchange Act of 1934 (1934 Act) and paragraph (g),
which defines “reasonably current” information for purposes of paragraph (a)(5).
Provide two copies of all required information (except for EDGAR documents) along with this
completed form.
RECENT OFFERINGS
(a)(1) Provide the prospectus that became effective less than 90 calendar days prior to filing this
Form211, as specified by Section 10(a) of the Securities Act of 1933 (1933 Act).
SEC Effective Date: Date Security(ies) Issued:
(a)(2) Provide the offering circular that became effective less than 40 calendar days prior to filing
this Form211, as provided for under Regulation A under the 1933 Act.
SEC Effective Date: Date Security(ies) Issued:
(a)(3) REPORTING COMPANIES LISTS:
The Issuer’smost recent annual report filed pursuant to Section 13 or 15(d) of the 1934 Act or the
annual statement referred to in Section 12(g)(2)(G)(i) of the 1934 Act. Quarterly and other current
reports filed after the Issuer’smost recent annual report or statement. List below each report or
statement and applicable amendments filed by the Issuer through EDGAR that your firmhas in its
possession that meets the requirements of this section.
Name of Report or Statement Report or Statement Date EDGAR Filed Date
(a)(4) FOREIGN PRIVATE ISSUERS
Provide the following information regarding the Issuer’s reliance upon Rule 12g3-2(b) of the
1934 Act.
The foreign exchange(s) on which the subject class of securities is listed that, either singly or
together with the trading of the same class of the Issuer’s securities in another foreign jurisdiction,
constitutes the primary tradingmarket for those securities.
The location of the InternetWeb site or electronic information delivery systemthat themember
firmwould provide upon request to any person to direct themto the information that the Issuer
published electronically pursuant to Rule 12g3-2(b).
4
(a)(5) NON-REPORTING AND ALL OTHER COMPANIES
The applicant must make the Issuer information filed in conjunction with section (a)(5) of this
formavailable upon request to any person expressing an interest in a proposed transaction with
the subject security filed. Provide the Issuer’smost recent balance sheet, profit and loss and
retained earnings statements, equivalent financial information for the two prior fiscal years for
the Issuer or any predecessor company, and the documents that support the information provided
in this form.
a. Describe the Issuer’s business.
b. Describe the products or services offered by the Issuer.
c. Describe the Issuer’s facilities.
d. List the name(s) of the current Chief Executive Officer(s) andmembers of the Board of
Directors
of the Issuer.
e. Is the firmthat is submitting this form, or any person associated with it, affiliated directly or
indirectly with the Issuer?
Yes No If yes, what is the affiliation?
f. Is the quotation being published or submitted on behalf of any other broker-dealer?
Yes No If yes, what is the name of the broker or dealer?
g. Is the quotation being published or submitted directly or indirectly on behalf of the Issuer or
any director, officer or any person who is directly or indirectly the beneficial owner ofmore
than 10%
of the outstanding units or shares of any equity security of the Issuer?
Yes No If yes, what is the name of the person, and what is the basis for any
exemption under the federal securities laws for any sales of such securities
on behalf of this person?
5
Part 3 – Supplemental Information
Please review paragraphs (b)(1)-(3) of Rule 15c2-11 and provide the information requested below.
(b)(1) Describe the circumstances surrounding the submission of this application. Include the
identity of any person(s) for whomthe quotation is being submitted and any information
provided to your firmby such person(s).
(b)(2) Has the Issuer or its predecessor (if any) been subject to a trading suspension order issued by
the SEC during the past 12months? If a trading suspension order has been issued, provide two
copies of the order or of the SEC’s public release announcing the trading suspension order.
Check the appropriate box: Trading suspension order or release enclosed. Not
applicable.
(b)(3) Provide anymaterial information, including adverse information regarding the Issuer, that
your firmis aware of or has in its possession. (Do not list information already provided in
Part 2.) If your firmdoes not possess such information, state “None” below.
Identify any applicable information by name and date.
6
Part 4 – (Complete for OTC Bulletin Board quotation requests only)
Fiscal Year End Date (MM/DD)
Date of Incorporation (MM/DD/YYYY)
Standard Industrial Classification (SIC) Code
(a) Complete if the Issuer files periodic reports through the SEC’s EDGAR system.
• Provide the 10-digit Central Index Key (CIK) number. (The CIK is a unique identifier assigned
by the SEC to all companies and people who file disclosure documents through EDGAR with
the SEC.)
(b) Complete if the Issuer does not file periodic reports through the SEC’s EDGAR system.
•Name of regulatory authority where the Issuer files periodic financial reports:
•Telephone number of the regulatory authority:
•The Issuer’s filing cycle. (Check one)
Quarterly
Semi-Annually
Annually
Other (Describe the filing cycle)
•List the required reports filed by the Issuer for the current fiscal year.
Name of Report or Statement Report or Statement Date EDGAR Filed Date
7
Part 5 – Certification
The undersignedmust have a reasonable basis for believing that the information accompanying this
formis accurate in allmaterial respects and that the sources of the information are reliable.
By signing this document, I acknowledge and certify that my firmhas a reasonable basis for believing
that the information accompanying this form(including required EDGAR filed documents not
provided) is accurate in allmaterial respects and that the sources of the information are reliable
(“affirmative review obligation”) as required by Rule 15c2-11 under the 1934 Act and NASD Rule 6640.
I understand and acknowledge that this affirmative review obligation applies to all subsequent
submissionsmade in connection with this Form211 application. Further, I certify that I have examined
this formand, to the best ofmy knowledge and belief, it is true, correct, and complete. I understand
and acknowledge that copies of this form, accompanying documents, and subsequent submissions
made in connection with this Form211 applicationmay be provided to the Securities and Exchange
Commission, or other regulatory agencies, Pink OTCMarkets Inc., and to the public upon request
through the Pink OTCMarkets Inc.
Name, title and signature of firmemployee to contact regarding information contained in this Form
211 application.
Name Title
Signature Date
Phone Fax
Name, title, and signature of the registered principal of the firmresponsible for this Form211
application, and all subsequent submissionsmade in connection with this application.
Name Title
Signature Date
FirmName
(Firmmust be a Pink OTCMarkets Inc. subscriber if application is for the Pink Quote.)
Address
City State Zip
FirmCRD# Market Participant Identifier
Investor protection.Market integrity.
1735 K Street, NW
Washington, DC 20006-1506
www.finra.org
© 2008. FINRA. All rights reserved.
09_0040.1-00/09