LOL Here we go again... it seems the dark clouds

LOL

Here we go again... it seems the dark clouds enjoy spinning aloft time and again.

"But why are they still claiming to be preparing a 10-K when it is not only not necessary, but cannot actually be filed with the SEC? The first step is the Form 10 which will include audited financial statements. But, that has nothing to do with a 10-K which is a completely separate document that also happens to contain audited financial statements (but, often not the exact same financial statements as the Form 10 often requires additional audited financial information not included in a 10-K annual report)."
"...a non-reporting company simply can't come along and decide to "adhere" to SEC reporting requirements by throwing together an actual 10-K..."
"...and it won't be Section 404 compliant..."
"... And a market maker will rely upon the information in the comprehensive Form 10 registration, not in some unfiled and non-compliant "10-K" as the information in the Form 10 will be much more detailed and complete than what is contained in a Form 10-K annual report..."

I am not even really sure where to begin to counter such spew posted by our friends over on other boards but IMO it is a testament to how closed minded
groups of whom adhere to a collective bubble for "DD" and do not think on their own wind up getting caught believing their own spin and hype and the truth gets discarded. Let's smell the truth shall we?

Below is an outline of what is basically needed for RFMK to file the Form 10-SB SEC registration and what financial documentation is needed to accompany that form. I think some key points need to be addressed so as to illuminate the dark fields. One key concept is that an audited 10K for the last two years for the company effectively accounts for ALL of the required financial data which will be required for both the Form 10-SB and the 211. Those forms can both reference the audited 10K and thereby satisfy the financial requirements for those applications and so "pass muster" for the registration and uplisting process in the eyes of the SEC and FINRA. The fact is, RFMK is focusing on getting the last two fiscal years financial data audited and filed into a comprehensive 10K filing with the SEC. Once that filing has been electronically filed into the SECs EDGAR database then a Form-10SB and 211 can be easily filled out and sent in the mail or one-day-expressed and simply reference the audited 10K filing which IMO will have ALL required financial data for both forms. The fact is, a non-reporting company like RFMK can come along and decide to "adhere" to SEC reporting requirements and file an audited 10K into EDGAR in order to make the process of registration and uplisting a smooth one. In fact eventually should the registration be effective, such audited financial data as is found in the 10-K document is REQUIRED so they would need to get it done at some point anyway, not to mention a subset or all of that financial data is REQUIRED to be included with the Form 10-SB anyway so might as well reference the audited 10K already at the SEC in any Form 10-SB, right?! The audited 10K WILL BE FILED and that filing will be what makes the Form 10-SB "comprehensive". Sheesh. LOL... Hmmmmm... I still do not understand why some continue to pound the table on such arguments attempting to spin reasons why the RFMK management cannot or will not file an audited 10K filing or how such a filing will not mean anything and that there is allegedly much more detailed financial information needed to be referenced in the two forms in order to get fully reporting and uplisted. Its either a joke caused by ignorance or an intentional obfuscation of the truth in order to deceive for obvious reasons for which I am sure we all are aware of by now. 

http://slgsecurities.com/2012/12/18/form-s-1-...ifference/

"Financial Statements in Registered Going Public Transactions
Financial statements included in registration statements filed with the SEC must be audited by a firm that is a member of the Public Company Accounting Oversight Board (“PCOAB”). The PCAOB is a private, nonprofit corporation that oversees auditors of public companies. SEC rules allow smaller reporting companies to provide less financial information than larger reporting issuers.

The financial statements required for issuers who are not smaller reporting companies are:

Audited balance sheets (consolidated if you have subsidiaries) as of the end of each of the two most recent fiscal years or if your company been in existence for less than one fiscal year, an audited balance sheet as of a date within 135 days of the date of filing the registration statement.

Audited statements of income and cash flows for each of the three fiscal years preceding the date of the most recent audited balance sheet being filed or such shorter period as the issuer has been in existence. Interim reviewed financial statements for the current period if the filing is more than 135 days after the end of the issuer’s fiscal year end. Date of financial statements: Each amendment must include updated interim or audited financial statements if the financial statements in the prior filing are more than 135 days old.

If you are a smaller reporting company you must provide the following financial statements: Audited balance sheet as of the end of each of the most recent two fiscal years, or as of a date within 135 days if the issuer has existed for a period of less than one fiscal year. Audited statements of income, cash flows and changes in stockholders’ equity for each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period that the issuer has been in business). Interim reviewed financial statements for the current period if the filing is more than 135 days after the end of your fiscal year. Date of financial statements: Each amendment must include updated interim or audited financial statements if the financial statements in the prior filing are more than 135 days old."

http://en.wikipedia.org/wiki/Form_10-K

"Financial Data required to be filed with the Form 10
Balance sheets:
• audited balance sheets as of the end of the two most recent fiscal years.6
• if the issuer has been in existence less than one year, an audited balance sheet as
of a date within 135 days of the date of filing the registration statement.7
• Income, cash flow and equity statements:
• audited income statements, statements of cash flows and stockholders’ equity
covering each of the three most recent fiscal years, or for the life of the issuer (and
its predecessors), if shorter.8
• Under certain circumstances, audited financial information may cover nine, 10 or 11
months rather than a full fiscal year for one of the required years.9
• Audited financial statements for an issuer must be accompanied by an audit report
issued by accountants that are registered with the Public Company Accounting
Oversight Board (the PCAOB) under auditing standards promulgated by the PCAOB.10
The accountants must meet SEC and PCAOB standards for independence."

http://www.sec.gov/about/forms/form10.pdf
" INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 2. Financial Information.
Furnish the information required by Items 301, 303, and 305 of Regulation S-K (§§229.301, 229.303, and 229.305 of this chapter). "

" Item 13. Financial Statements and Supplementary Data.
Furnish all financial statements required by Regulation S-X and the supplementary financial information required by Item 302 of Regulation S-K (§229.302 of this chapter). Smaller reporting companies may provide the financial informaton required by Article 8 of Regulation S-X in lieu of the information required by other parts of Regulation S-X. "

" Item 15. Financial Statements and Exhibits.
(a)
List separately all financial statements filed as part of the registration statement.
(b)
Furnish the exhibits required by Item 601 of Regulation S-K (§229.601 of this chapter)."

http://en.wikipedia.org/wiki/Regulation_S-K

Item 301 == Basicaly an audited 10K

Item 302 == " Supplementary Financial Information "

" Regarding quarterly financial data, this item looks for changes caused by such events as: disposals of business segments; extraordinary, unusual or infrequently occurring items; and matters related to gas and oil. Regulation S-X is relevant to this item."
Typically found in a 10K but for smaller companies like RFMK only Article 8 of S-X is needed.

Rule 8-01—Preliminary Notes to Article 8
Rule 8-02—Annual Financial Statements
Rule 8-03—Interim Financial Statements
Rule 8-04—Financial Statements of Businesses Acquired or to be Acquired
Rule 8-05—Pro Forma Financial Information
Rule 8-06—Real Estate Operations Acquired or to be Acquired
Rule 8-07—Limited Partnerships
Rule 8-08—Age of Financial Statements

Item 303 == " Management's discussion and analysis of financial condition and results of operations " Typically found in an audited 10K filing

Item 305 == " Quantitative and Qualitative Disclosures about Market Risk " Typically found in an annual report (10K)

Item 601 == " Exhibits "
" Registration statements filed online with EDGAR will invariably require the attachment of exhibits. These filings include ongoing reporting requirements, so exhibits usually accompany filings of S-1, 10-K , 10-Q and 8-K forms "

RFMK will likely file as a "smaller reporting company" therefore SOX 404 section requirements are irrelevant and not required .
http://www.dbbmckennon.com/2010/07/21/sox-404...ss-filers/

Hope this helps...

Smell the Truth

GLT A

$RFMK