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packerfan9

04/27/11 1:57 PM

#231592 RE: MarketGeometry #231587

Audit QASP why? The company at this point has nothing and no money to pay for an audit. This is not a merger with QASP and Centacom anymore. This is simply going to be an offer company from public shell that mergers with centacom to exchange our QASP shares for newco shares. QASP will still be QASP bad as it is now.

Now if newco plans as Owens says to eventually list on OTCBB that will require audits. Until then no audits required.

To trade on pinks no audits or 10's or 10k filing required. I think as should as they can newco will move to uplist on OTCBB. In meantime can start on pinks.
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Anvil

04/27/11 2:11 PM

#231598 RE: MarketGeometry #231587

MG, I have never seen a S1 done for a merger without having audits done. I misspoke when I stated that QASP would need to be audited, I had it stuck in my head that this was still a merger.

But for the exchange, I think Centa needs to have audits, but not sure whether the newco shell is a 1933 or 1934 Act company. If 1934, then definitely. BTW, the auditor for a public reporting company must be PCAOB registered. Another degree of certification for the accounting firm.

One point of interest, is in fact Newco acquires via exchange more than 50% of QASP, Newco will have to consolidate QASP balance sheet and income statement into Newco financial reporting. Then QASP would need to be audited.

But newco might be able to use Qasp's net operating loss carry forward as well.