SHAREHOLDER UPDATE

SHAREHOLDER UPDATE

Mike The Pike Productions, Inc. Announces Shareholder Update on Form 211

 

Fort Wayne, Indiana- August 7, 2015- Mike the Pike Productions, Inc. announces today that BMA Securities has withdrawn its Form 211 application with FINRA that was filed on behalf of the Company in efforts to reestablish a quotation for OTC: MIKP.

“This has been an arduous process to say the least,” states CEO Mark B. Newbauer. It was devastating to see BMA withdraw their application after stating only a day prior that we were in the ‘home stretch’ and that they believed only one more set of questions had to be answered.”

“Unfortunately, for whatever reason they chose to withdraw. I will not speculate as to why as were were not given any specific reasons other than they felt this simply may be an exercise in futility given FINRA’s correspondence. It felt as if every time we took a step forward, we were pushed two steps back.”

“One of the primary detriments to the Company as a whole was that FINRA explained to the issuer on a phone call with counsel and BMA Securities, that if a Form 10 was filed by the Company and deemed effective by the SEC, our application would be approved the next day. This statement was verified and the examiner expressed again, that an effective S-1 or Form 10 with the SEC would satisfy our application.”

“On that statement, we were compelled to spend thousands of dollars and hundreds of man hours, on a full audit and Form 10 including any necessary components to fulfill the objective of becoming a fully reported company.”

“After several months and monies that I personally provided to do my part in protecting us shareholders and taking the company fully reporting, we succeeded an effective Form 10 on December 29, 2014. In March 2015, the SEC sent a letter stating their review of our filings are complete. Despite the fact that we completed the task recommended by FINRA to effect an approval of our Form 211, they did not follow through on their word to approve and proceeded to ask questions which were previously asked and after a letter (excerpt below) was sent to FINRA by Issuer counsel, FINRA maintained that it was to only deal with the Market Maker (BMA) and subsequently, BMA withdrew their application.”

Here is an excerpt of the letter sent to FINRA by BMA so that our shareholder base may have a high-level understanding of the proceedings since the initial application was filed:

History ofFINRA’s past Comment Letters

 

On February 23, 2012, the Issuer filed its Form 211 with FINRA.

On December 7, 2012, FINRA sent its comment letter to BMA Securities (BMA) the

Issuer’s sponsoring broker-dealer.

On April 2, 2013, BMA responded to FINRA s comment letter. Attached to its response

BMA included a letter from the Issuer answering certain of FINRAs comments. This response

also included all of the Issuer’s press releases in question together with opinions from the

Issuer’s Counsel.

On May 30, 2013, FINRA responded to the BMA April 2, 2013 letter with additional

comments including a comment indicating that an independent source, other than current legal

counsel for the Issuer will be required for verification purposes.

On November 5, 2013 BMA responded to FINRA’s May 30,2013 letter. Although there

is no requirement in Rule 15c211 cited by FINRA that BMA must utilize an independent

professional, an independent outside attorney was retained to review all press releases in

question and to substantiate each claim, including claims made in the Issuers January 21, 2010

press release. The review and opinions of The William Eilers Law Group P.A., the independent

professional, was included in BMA’s November 5, 2013 response letter.

On January 9, 2014 a telephone conference was held between Mario C. Martins, Jr.,

Compliance Examiner, representing FINRA and Mark Newbauer, President of the Issuer, Mike

Law, representing BMA and William R. Eilers, Esq., an outside independent attorney retained by

the Issuer. This telephone conference was recorded by both FINRA and the Issuer.

After lengthy discussions, Mr. Martins stated that if the Issuer filed a Form 10 with the SEC, and “if the SEC declares you (the Issuer) effective, I will clear you the next day.Mr. Martins went on to say that “the SEC supersedes us (FINRA)” and therefore if the SEC does its review and

approves the Issuer’s Form 10 registration statement they (FINRA) would not question what the

SEC did.

Based on the representations of FINRA in that January 9, 2014 conference call set forth

above, the Issuer prepared and, on October 27, 2014, the Issuer filed its Form 10-12G

registration statement (“Form 10) with the SEC and in accordance with Section 12(g)(l) of the

Securities and Exchange Act of 1934, the Issuers Form 10 became effective sixty days after

filing with the SEC, on December 26, 2014. As a result, the Issuer became a fully reporting

company with the SEC. On March 18, 2015, the SEC declared that it had no further comments

on the Issuers Form 10.

On March 5, 2015, BMA re-filed a Form 211 for the Issuers securities, wherein it was

disclosed that the Issuer had filed a Form 10 and that it was now a reporting company with the

SEC.

Despite Mr. Martins’ assurances to the contrary, on March 19, 2015 FINRA responded to

the Form 211 filing with yet another comment letter consisting of many of the same questions

previously asked in its prior comment letters, including another request to have all the Issuer’s

press releases since January 1, 2010 sent to it again.

On April 22, 2015, BMA responded to FINRAs March 19, 2015 comment letter. In

spite of representations by Mr. Martins that upon approval by the SEC of the Issuers Form 10,

the Form 211 would be approved, nevertheless BMA and the Issuer answered every question in

the FINRA letter. BMA even included a Flash Drive” that contained, among other documents,

every press release since January 1, 2010, the opinion of independent counsel verifying certain

claims in said press releases and business plans and other documents relating to projections

appearing in the Issuers January 21 , 2010 press release.

On May 11, 2015, FINRA responded to BMA’s April 22, 2015 letter with two additional

comments as follows:

  1. Did BMA have in its possession the Issuers Form 10-K filed with the SEC on April

16, 2015 for the period ending December 31 , 2014, and

  1. Did BMA have in its possession the Issuer’s Form 10-K/A filed with the SEC on May

11 , 2015 for the period ending December 31 , 2014?

Believing that these were the final two comments from FINRA, on May 12, 2015, BMA

responded in writing to FINRA’s two questions in the affirmative.

 

Despite all of the information and responses provided to FINRA over the past 3 1/2 years,

on June 23, 2015 FINRA sent yet another comment letter requesting the same information that it

requested in its December 7, 2012 letter, its May 30, 2013 letter and its March 19, 2015 letter.


Response to FINRA Comments of June 23
, 2015

1&2 We refer you to our responses which were contained in your letters to FINRA

dated April2, 2013, November 5, 2013 and April22, 2015.

  1. We refer you to the Flash Drive” included with our November 5, 2013 response

letter to FINRA.

  1. 4. After our telephone conversations with you, we know that you have in your

possession the Issuer’s Fonn 10-Q and Form 10-Q/A for the period ended March 31 ,

2015 and filed with the SEC on May 27 and 29, 2015, respectively.

After you respond to the FINRA June 23, 2015 letter we believe that both BMA and the

Issuer will have provided FINRA with all of the information, verifications, and representations

required by Rule 15c2-11 in addition to filing a Form 10 with the SEC as requested by FINRA.

CONTINUED: Press Releases and Forward-Looking Statements:

Under the Private Securities Litigation Reform Act of 1995 (PSLRA) was the adoption

of a safe harbor from liability for forward-looking statements containing projections, forecasts or

other predictive statements, such as earnings projections, asset appraisals, new product

developments, statements as to management reasoning or beliefs and future economic

performance. The safe harbor itself consists of two prongs. The first prong precludes liability

for an oral or written forward-looking statement if the statement is accompanied by meaningful

cautionary statements identifying important factors that could cause actual results to differ

materially from those in the statement. Alternatively, the second prong precludes liability where

the accuser fails to establish that the statement was made with the actual knowledge that the

statement was false and misleading.

The Issuer has sought to invoke the protections of the PSLRA safe harbor by including in

all its press releases a safe harbor statementthat includes a disclaimer specifically identifying

forward-looking” information, and the risks and assumptions attendant to those statements.

Furthermore, in Harris v. Ivax Corporation, 182 F. 3d 799 (II th Cir. 1999), the court

concluded that meaningful cautionary language under the safe harbor need not contain an

explicit disclosure of the risk factor that ultimately contradicts a forward-looking statement.In

support of its conclusion, the court observed that the safe harbor requires the risk disclosure to

mention only “important factors that could cause actual results to differ materially from those in

the forward-looking statement.The court also pointed to the legislative history accompanying

the PSLRA which stated that [t]ailure to include the particular factor that ultimately causes the

forward-looking statement not to come true will not mean that the statement is not protected by

the safe harbor.Accordingly, the court held that when an investor has been warned of risks

similar to those actually realized, he is on adequate notice of the precariousness of the

investment.

Conclusion

  1. We believe that the Issuer and BMA have answered all ofFINRA’s questions honestly

and carefully and that FINRA has been provided with all documents requested.

  1. Because of Mr. Martins’ representations relating to the Issuer’s Form 211 being

approved upon effectiveness of the Issuer’s Form 10, the Issuer has incurred great

expense and time in preparing and filing its Form 10 with the SEC only to have FINRA

fail to honor its commitment and continue asking the same questions which have been

previously answered by the Issuer and BMA.

  1. The projections in the Issuer’s January 21 , 2010 press release that FINRA is

concerned about are covered by the safe harbor forward-looking statement rules and

regulations.

  1. The January 21 , 2010 press release occurred over 5 years. The Issuer is in a different

business now and has now filed far more relevant and current investor information as a

fully SEC reporting company.

  1. After a one-time 10-day SEC suspension, the SEC reviewed the Issuer’s Form 10 and

approved it. In the words of Mr. Martins … the SEC supersedes us” yet FINRA is now

apparently refusing to defer to the SEC in this regard. Furthermore, after a suspension,

pursuant to Notice to Members 90-40-Question # 16, Rule 15c2-ll allows a broker/dealer

to rely on new information or assurances from prior sources of information, however,

caution is required. In exceptional cases, where the source is unable to provide

reasonable assurances about the reliability of the information, consultation with an

independent accountant or attorney may be warranted. We submit first, this is not an

“exceptional situation”, and second, the source was available and many documents and

background information was provided to you and third, even though an independent

person may be warranted (not required) the Issuer did retain outside counsel to provide

the necessary assurances to the broker/dealer and FINRA.

In view of the above, we respectively request that the Form 211 regarding the common stock of

Mike the Pike Productions, Inc. be approved by FINRA.

 

END OF EXCERPT

“Shortly after this letter was issued, I was informed by BMA that FINRA stated they would not correspond with the Issuer or Issuer’s counsel regarding BMA’s application. BMA representative also informed me that he felt if we simply answered the new questions, we would have our application approved.

We were encouraged by this; however, after a phone call with FINRA that I did not partake in, BMA informed me that they were withdrawing the application. When I inquired why the sudden change of heart, they simply said they feel it may be an exercise in futility.”

“All in all, as a fellow shareholder, I have done everything personally available to me to ensure we achieved quotation and a fully reporting status. Though we accomplished the feat of uplisting, our resources are exhausted at this time. The Company does not have the resources to continue filing with the SEC if quotation will not be granted by FINRA, and I can no longer afford to personally fund what, inevitably does indeed look like an exercise in futility.”

“If money were not an issue in terms of filing with the SEC (thousands per Quarter), I would cooperate in answering Form 211 questions for the rest of my life, if only to prove we will DO EVERYTHING in our power to be vindicated in this matter; however, sadly, money makes the world go round in this realm, and I feel we have been trapped in a vicious circle, with no end in sight. I am tired of playing a rigged game with hope in my heart and its because of this that we will be filing a Form 15 with the SEC allowing us the affordability of a non-reporting Issuer, whereafter we intend to supply reports and updates to our shareholder base via website, press release and Facebook.”

“I have called other Market Makers and they agree that, for a number of reasons unrelated to Mike the Pike Productions, FINRA will never approve a form 211 application on our behalf, regardless of our efforts otherwise. I also must state as many have carelessly propogated otherwise—The company’s 10-day suspension 2012 was a self-terminating, non-remedial action by the SEC due to concerns about touting of the stock and a press release from January 2010 in which we issued projections that, due to circumstances that were beyond our control, we were unable to bring to fruition. The Company was NOT suspended for any kind of fraud or violation of regulations or otherwise and our Company has since been vindicated with an effective Form 10 accompanied by a letter from the SEC stating there are no further comments on our file.”

“That said, we will continue to operate as a non-reporting OTC Company and will follow with project updates and objectives, as one of my primary goals is to seek measures which will allow our existing shareholder base to monetize their investments when and if desired. As well, we have a brand we have worked hard to grow and preserve and it is priority for me to see that the Mike the Pike name stays alive and well, in any incarnation.”

More updates to come from the Company via Press Release and Facebook.

Leave a Reply