Mike The Pike Productions Inc (CE) (MIKP) 銘柄情報

Ty
Yes
Finally

Form 8-K - Current report

Source: Edgar (US Regulatory)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): January 4, 2024

 

AROWANA MEDIA HOLDINGS, INC.

(Name of registrant as specified in its Charter)

(Formerly known as Mike the Pike Productions, Inc.)

 

Delaware

000-55298

47-2131970

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

20860 N. Tatum Blvd, Suite 300, Phoenix, AZ

85050

(Address of principal executive offices)

(Zip Code)

 

(310) 986-2734

(Registrant’s telephone number, including area code)

 

Mike the Pike Productions, Inc.

(Former name if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

?

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

?

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company ?

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

COMMON STOCK

MIKP

OTCPK

 

 

 

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITIES HOLDERS.

 

Registrant and Arowana Media Holdings, Inc., a Delaware corporation (“Arowana”), its wholly-owned subsidiary, entered into an Agreement and Plan of Merger dated January 4, 2024 (“Plan”) pursuant to which Registrant merged with Arowana, migrated to Delaware, affected a one (1) for fifty (50) revenue stock split, and changed its name to Arowana Media Holdings, Inc.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

 

(a)

Financial statements of businesses acquired.

 

Not applicable

 

 

(b)

Pro forma financial information.

 

Not applicable

 

 

(c)

Shell company transactions.

 

Not applicable

 

 

(d)

Exhibits

 

Exhibit No.Description of Exhibit2.1Agreement and Plan of Merger of Mike the Pike Productions, a Wyoming Corporation, and Arowana Media Holdings, Inc., a Delaware Corporation dated January 4, 2024.2.2Wyoming Certificate of Merger dated April 4, 2024.104Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 12, 2024

AROWANA MEDIA HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Mark B. Neubauer

 

 

 

Mark B. Neubauer

 

 

 

President & CEO

 

 

 

Exhibit 2.1

 

State of Delaware

Secretary of State

Division of Corporation

Delivered 02:19 PM 01 04 2024

FILED: 02:19 PM 01 04 2024

SR 20240034301 – File Number 3628477

Wyoming Secretary of State

FILED: 04/04/2024 09:59 AM

Original ID: 2010-000590508

Amendment ID: 2024-004703916

 

AGREEMENT AND PLAN OF MERGER

OF

MIKE THE PIKE PRODUCTIONS, INC.

(A Wyoming Corporation)

and

AROWANA MEDIA HOLDINGS, INC.

(A Delaware Corporation)

 

AGREEMENT AND PLAN OF MERGER dated as of January 4, 2024, by and between Mike The Pike Productions, Inc., a Wyoming corporation (“MIKP”), and AROWANA MEDIA HOLDINGS, INC., a Delaware corporation (“Surviving Corporation”).

 

W I T N E S S E T H

 

MIKP is a corporation duly organized and existing under the laws of the State of Wyoming.

 

The Surviving Corporation is a corporation duly organized and existing under the laws of the State of Delaware.

 

The authorized number of shares of MIKP is Five Billion (5,000,000,000) shares of Common Stock, $0.0001 par value per share.

 

The authorized number of shares of Surviving Corporation is Five Hundred and Five Million (505,000,000) shares of which Five Hundred Million (500,000,000) shares are Common Stock, $0001 par value per share and Five (5,000,000) Million shares are Preferred Shares, $0001 par value per share.

 

The Board of Directors of MIKP and the Surviving Corporation deem it advisable for the mutual benefit of MIKP, the Surviving Corporation, and their respective shareholders, that MIKP be merged with and into the Surviving Corporation and have approved this Agreement and Plan of Merger (the “Agreement”).

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and provisions hereinafter contained, the parties hereto agree that, in accordance with the applicable laws of the State of Wyoming and Delaware, MIKP shall be, at the Effective Date of the Merger (as hereinafter defined), merged with and into the Surviving Corporation, which shall be the surviving corporation, and that the terms and conditions of such merger and the mode of carrying it into effect shall be as follows:

 

ARTICLE I

 

Merger

 

1.1         On the Effective Date of the Merger, MIKP shall be merged with and into Surviving Corporation. The separate existence of MIKP shall cease and the Surviving Corporation shall continue in existence and, without other transfer, succeed to and possess all the properties, rights, privileges, immunities, powers, purposes and franchises, of a public, as well as of a private nature, and shall be subject to all of the obligations, liabilities, restrictions, disabilities and duties of MIKP and Surviving Corporation, all without further act or deed, as provided in Section 259 of the Delaware General Corporation Law.

 

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1.2         All rights of creditors and all liens upon the property of either MIKP or Surviving Corporation shall be preserved unimpaired by the Merger, and all debts, liabilities, obligations and duties, including, but not limited to, the obligations of MIKP pursuant to any existing guarantees, leases, stock options or other contracts or agreements, of either MIKP of the Surviving Corporation shall, on the Effective Date of the Merger, become the responsibility and liability of Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities, obligations and duties had been incurred or contracted by it. All corporate acts, plans (including but not limited to stock option plans), policies, arrangements, approvals and authorizations of MIKP, its shareholders, board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date of the Merger, shall be taken for all purposes as the acts, plans, policies, arrangements, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to MIKP.

 

1.3         Prior to the Effective Date of the Merger, MIKP and Surviving Corporation shall take all such action as shall be necessary or appropriate in order to effectuate the Merger. In case at any time after the Effective Date of the Merger Surviving Corporation shall determine that any further conveyance, assignment of other documents or any further actions necessary to desirable to vest in or confirm to Surviving Corporation full title to all the properties, assets, rights, privileges and franchises of MIKP, the officers and directors of MIKP, at the expense of Surviving Corporation, shall execute and deliver all such instruments and take all such action as Surviving Corporation may determine to be necessary or desirable in order to vest in and confirm to Surviving Corporation title to and possession of all such properties, assets, rights, privileges and franchises, and otherwise to carry out the purposes of this Agreement.

 

ARTICLE II

 

Terms and Conditions of the Merger

 

The terms and conditions of the Merger, including the manner and basis of converting the shares of capital stock of MIKP into shares of capital stock of Surviving Corporation shall be as follows:

 

2.1         Certificate of Incorporation. From and after the Effective Date of the Merger and until thereafter amended as provided by law, the Certificate of Incorporation of Surviving Corporation in effect on the of the merger hereof, as set forth in Exhibit B shall be the Certificate of Incorporation of Surviving Corporation.

 

2.2         By-Laws. The By-laws of the Surviving Corporation in effect on the Effective Date of the Merger shall continue in force and be the By-laws of the Surviving Corporation until altered, amended or repealed.

 

2.3         Directors and Officers. The directors and officers of MIKP in office on the Effective Date of the Merger shall continue in office as, and be and constitute, the directors and officers of Surviving Corporation, each to hold office as provided by the By-laws until his successor shall have been elected and shall have qualified or until his earlier death, resignation or removal.

 

2.4         Conversion of Outstanding Shares, Rights and Options. The manner and basis of converting the shares, rights and options to purchase shares of MIKP into shares, rights and options to purchase shares of the Surviving Corporation, and the cancellation and retirement of shares of Surviving Corporation, shall be as follows:

 

2.4.1          Each Fifty (50) shares of Common Stock, par value $0.001 per share, of MIKP issued and outstanding, or held in the treasury of MIKP, on the Effective Date of the Merger shall forthwith and without the surrender of stock certificates or any other action, be converted into one (1) fully paid and non-assessable shares of Common Stock, par value $.0001 per share, of Surviving Corporation, issued and outstanding or held in the treasury of Surviving Corporation, as the case may be. All fractional shares shall be rounded up to the next whole number.

 

2.4.2         Each Fifty (50 shares of Series A Preferred Stock, par value $0.001 per share, of MIKP issued and outstanding, or held in the treasury of MIKP, on the Effective Date of the Merger shall forthwith and without the surrender of stock certificates or any other action, be converted into one (1) fully paid and non-assessable shares of Series A Preferred Stock, par value $.0001 per share, of Surviving Corporation, issued and outstanding or held in the treasury of Surviving Corporation, as the case may be. All fractional shares shall be rounded up to the next whole number.

 

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2.4.3         Each option or right to purchase shares of Common Stock, par value $0.001 per share, of MIKP which has been granted pursuant to any stock plan or financing of any nature of MIKP or otherwise, on the Effective Date of the Merger shall forthwith and without any action by the holder of such option or right, be converted into an option to purchase0.02 shares of Common Stock, par value $.0001 per share, of Surviving Corporation on the same terms and with the same exercise price as such options contained immediately prior to the Effective Date of the Merger.

 

2.5         Dividends. The holders of shares of Common Stock of MIKP shall be entitled to receive from Surviving Corporation (i) those dividends, if any, which were declared by the Board of Directors of MIKP prior to, but not yet paid, as of the Effective Date of the Merger and (ii) those dividends which may be declared by the Board of Directors of Surviving Corporation subsequent to the Effective Date of the Merger pursuant to the Certificate of Incorporation of Surviving Corporation, and no holder of shares of Common Stock of MIKP shall be entitled to any other dividends which might otherwise accrue on or prior to the Effective Date of the Merger.

 

ARTICLE III

 

Procedures Regarding Stock Certificates

 

From and after the Effective Date, each outstanding stock certificate theretofore representing fifty shares of Common Stock of MIKP shall represent one share of Common Stock of the Surviving Corporation. Each holder of a certificate or certificates theretofore representing shares of Common Stock of MIKP may, but shall not be required to, surrender the same to Surviving Corporation for cancellation and exchange or transfer, and such holder or his transferee shall be entitle to receive certificates representing 1/50th of a share of the Common Stock of Surviving Corporation for each share of Common Stock of MIKP represented by the certificates surrendered. Until so surrendered for cancellation and exchange or transfer each outstanding certificate which, prior to the Effective Time, representing shares of Common Stock of MIKP, shall be deemed and treated for all purposes to represent the ownership of 1/50th of a share of the Common Stock of Surviving Corporation as though such surrender had taken place.

 

ARTICLE IV

 

Effective Date

 

This Agreement shall be submitted to the stockholder of Surviving Corporation and the shareholders of MIKP as required by law as soon as is practicable. If this Agreement is duly authorized and adopted by the requisite votes of the holder of Common Stock of Surviving Corporation and holders of Common Stock of MIKP and this Agreement is not terminated pursuant to the provisions of Article V hereof, then a certificate of merger shall be filed in accordance with the laws of the State of Delaware and a certificate of merger shall be filed in accordance with the laws of the State of Wyoming. The Merger shall become effective upon the filing of the certificates of merger with the Secretaries of State of the States of Wyoming and Delaware (the “Effective Date of the Merger”) and the appropriate approvals by the Financial Industry Regulatory Authority.

 

ARTICLE V

 

Approval of Shareholders – Termination

 

5.1         This Agreement shall be submitted to the shareholders of MIKP and the stockholders of Surviving Corporation as provided by law, and it shall take effect and be deemed and be taken to be the Agreement and Plan of Merger of MIKP and Surviving Corporation upon the approval or adoption thereof by the shareholders of MIKP and the stockholder of Surviving Corporation, in accordance with the requirements of the laws of the State of Wyoming and the State of Delaware, and upon the execution, filing and recording of such documents and the doing of such other acts and things as shall be required for accomplishing the merger under the provisions of the applicable statutes of the State of Wyoming and the State of Delaware and the approval of FINRA.

 

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5.2         At any time prior to the filing of the certificates of merger with the Secretary of State of the States of Delaware and Wyoming, this Agreement may be terminated by the board of directors of either MIKP or Surviving Corporation, notwithstanding the approval of this Agreement by either or both of the shareholders of MIKP and the stockholders of Surviving Corporation, if for any reason the board of directors of MIKP or Surviving Corporation determines that it is inadvisable to proceed with the Merger, including, without limitation, giving consideration to the number of shares for which appraisal rights have been exercised and the cost to MIKP thereof.

 

5.3         In the event of the termination and abandonment of this Agreement pursuant to the provisions of Section 5.2, this Agreement shall become null and void and have no effect, without any liability on the part of either MIKP or Surviving Corporation or any of their respective shareholders, stockholders, director or officers.

 

ARTICLE VI

 

Certain Agreements of Surviving Corporation

 

6.1.         Surviving Corporation, as the surviving corporation, hereby agrees that it may be served with process in the State of Wyoming in any proceeding for the enforcement of any liability or obligation of MIKP or of the rights of dissenting shareholder of MIKP.

 

6.2         Surviving Corporation, as the surviving corporation, hereby irrevocably appoints the Secretary of the State of Wyoming as its agent to accept service of process in any action or proceeding described in Section 6.1.

 

6.3         Surviving Corporation, as the surviving corporation, hereby agrees that it will promptly pay to dissenting shareholders, if any, of MIKP the amount, if any, to which such dissenting shareholders shall be entitled pursuant to the laws of the State of Wyoming.

 

ARTICL VII

 

Miscellaneous

 

7.1         This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

 

7.2         The headings of the several articles herein have been inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation of this Agreement.

 

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IN WITNESS WHEREOF, each of MIKP and Surviving Corporation, pursuant to authority duly given by resolutions adopted by its Board of Directors has caused these presents to be executed in the name by its President or a Vice-President and its corporate seal to be affixed and attested by its Secretary and Treasurer.

 

 

(Corporate Seal)MIKE THE PIKE PRODUCTIONS, INC (Wyoming)  By: /s/Mark Newbauer, Secretary              By: /s/Mark Newbauer, President               By: /s/Mark Newbauer, Treasurer                   (Corporate Seal)AROWANA MEDIA HOLDINGS, INC. (Delaware)Attest  By: /s/Mark Newbauer, Secretary              By: /s/Mark Newbauer, President              By: /s/Mark Newbauer, Treasurer               

 

5

 

 

CERTIFICATE OF THE ASSISTANT

SECRETARY OF

AROWANA MEDIA HOLDINGS, INC.

 

The undersigned, being the duly elected and acting assistant secretary of Arowana Media Holdings, Inc., a Delaware corporation, hereby certifies that the foregoing Agreement and Plan of Merger has been duly approved by the sole shareholder of Arowana Media Holdings, Inc., and by its sole director.

 

IN WITNESS WHEREOF, I have set my hand this 16th day of January, 2024.

 

 

 

Frank J. Hariton,

Assistant Secretary

 

 

 

6

Exhibit 2.2

 

STATE OF WYOMING

Office of the Secretary of State

 

 

I, CHUCK GRAY, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled.

 

 

CERTIFICATE OF MERGER

 

Mike the Pike Productions, Inc. (Wyoming) (Qualified Non-survivor)

 

Merged into AROWANA MEDIA HOLDINGS, INC. (Delaware) (Unqualified Survivor)

 

 

I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 4th day of April, 2024.

 

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Secretary of State Filed Date: 04/04/2024By:         Jordan Gray         

 

 

 

Document And Entity Information

Jan. 04, 2024

Document Information Line Items Entity Registrant NameAROWANA MEDIA HOLDINGS, INC.Trading SymbolMIKPDocument Type8-KAmendment FlagfalseEntity Central Index Key0001550222Document Period End DateJan. 04, 2024Entity Emerging Growth CompanytrueEntity Ex Transition PeriodfalseEntity Incorporation, State or Country CodeDEEntity File Number000-55298Entity Tax Identification Number47-2131970Entity Address, Address Line One20860 N. Tatum Blvd, Suite 300Entity Address, City or TownPhoenixEntity Address, State or ProvinceAZEntity Address, Postal Zip Code85050City Area Code(310)Local Phone Number986-2734Entity Information, Former Legal or Registered NameMike the Pike Productions, Inc.Written CommunicationsfalseSoliciting MaterialfalsePre-commencement Tender OfferfalsePre-commencement Issuer Tender OfferfalseTitle of 12(b) SecurityCOMMON STOCKSecurity Exchange NameNONE

Boom boom baby!!! Go $MIKP

Now the heat should be on. Just seen that.

8K Out!!! Finally some action from Bauer!

Day 12
The saga continue
How in the world this Guy Newbauer makes a living?

Liar
Liar
Liar
How will he be trusted by other piers?

Incredible!!

It was me that mentioned the rumors. Anyways, 10 days has gone by and still no filing. Is it still being reviewed by the auditors and hasn't been filed?

You understand sarcasm right?

I brought up the question to Mark if he was selling MIKP and his answer was NO. You know what you can do with your possible's.

Welcome to MIKP. Are you here to try to prove that there's at least one CEO who is worse than Parkinson? LOL, maybe you win on that one.

Well the week is over. I guess we are now waiting for the "SO"

Just got back From SDCC, and went to a Retailers only Luncheon. Dynamite (MIKP) was noticeably absent from the whole thing. I got to a chance to talk to the CEO of Titan Comics (UK) who indicated that they had already made a inquiry offer to the rights for Red Sonja, because that would have matched up with their Conan Rights, but they were rebuffed.

Are you referring to EVERYTHING MARK SAYS???
equal hearsay which equal squat.

Too many possibilities equal hearsay which equal squat.

Thank you. Let's see if Mark can follow through with the filings this time.

I show ~532,900 at 0.0002 on 07-30

I thought maybe possibly I mayhave possible overheard a possible report from possibly my 3rd cousin, that possibly Mark is in possibly
talks with possible major investments banks, possibly across the world,,,possibly for a $10/share possible buyout possibly.

Thanks for the PMs.

Not really! It would take the restricted shares to be exercisable for that to happen. And that is a big IF even when they are exercisable.

https://www.cbr.com/dynamite-sells-vampirella-film-tv-rights/#:~:text=Mike%20the%20Pike%20Productions%20subsidiary,stories%2C%20characters%20and%20derivative%20works.

Mr. Mark Newbauer, Chairman of the Board, was quoted following the execution of the resolutions as saying, "Advanced [the Company] recognizes its long history of an inability to successfully develop revenues to a net profit, essentially accruing debt as an obligatory practice for continued operations

Excerpt taken directly from Yahoo: LOL Here's your linkl

Come on Canadians
Show your Support now!!

When this takes off it will have traded over 1 Billion shares in a single day.

Getting close

$MIKP - $MIKP filings being reviewed by Auditor-- once completed we'll be submitting 2023 annual as well as Q1, Q2 2024 - thank you for your patience and we're just about ready to rock! Keep an eye out for some exciting Vampirella news in the next week or so :)— Mike the Pike Entertainment (@MTPPRODS) July 31, 2024

Backstabbed can you post the link. TIA

filings being reviewed by Auditor-- once completed we'll be submitting 2023 annual as well as Q1, Q2 2024 - thank you for your patience and we're just about ready to rock! Keep an eye out for some exciting Vampirella news in the next week or so :)

Nice tweet out!!!!

I thought I overheard a possible report, that Mark will possibly do a reverse split whether FINRA approves it or not

I've been hearing rumors that Mark might sell the company. have you heard anything?

How Many shares went off at .0002? Thanks in advance

You still pumping this garbage? How's your other pump doing? HPIL.

Zero bid. Even Canada traders don't want this

I'm not sure about that. Another Month has gone by with MIKP on the EXPERT Market.

Totally agree with you!

You act like there are sellers at .0001. I have a Canadian friend who has tried for shares at higher than .0001 and hasn't gotten any fills. Just because the LAST pps was .0001 doesn't mean there are actual shares for sale and up for grabs at .0001 right now.

Wish that part of the equation would be made obvious.

my goodness, how much more obvious can it get. when finra does not process a corporate change request they always state why and ask for specific additional information. ALWAYS. mark is just plain lying.

FINRA isn’t “clowning around”…this is solely on Mark.

He’s the clown.

He knows exactly why they aren’t processing anything.

He just won’t tell you.

Still? Really? Have you ever heard of Occam's Razor?
Apply this well known principle to your statement and tell me what is the most likely of your 2 options (Mark lying or FINRA playing games)?

In philosophy, Occam's razor is the problem-solving principle that recommends searching for explanations constructed with the smallest possible set of elements. It is also known as the principle of parsimony or the law of parsimony (Latin: lex parsimoniae). Attributed to William of Ockham, a 14th-century English philosopher and theologian, it is frequently cited as Entia non sunt multiplicanda praeter necessitatem, which translates as "Entities must not be multiplied beyond necessity",[color=red][color=red][/color][/color] although Occam never used these exact words. Popularly, the principle is sometimes paraphrased as "The simplest explanation is usually the best one."

This philosophical razor advocates that when presented with competing hypotheses about the same prediction and both hypotheses have equal explanatory power, one should prefer the hypothesis that requires the fewest assumptions and that this is not meant to be a way of choosing between hypotheses that make different predictions.
There still is FINRA who is clowning around or Mark is not giving us the whole spiel of why they do not ok him.

He can call off the Reverse split today. He doesn't have to wait for MIKP to become current. 20 days until 2nf quarter financials are due.

There still is FINRA who is clowning around or Mark is not giving us the whole spiel of why they do not ok him.

Wish that part of the equation would be made obvious.

If I were Mark I would call off the reverse. Get current and stay current a couple of quarters or more and then when things take their course if it ever does than re-apply to FINRA for a reverse merger.

That is my 2 cents which I will send to Mark NOW.

It just does not add up when it comes to the Canadians. They should be buying a shit load at .0001

Maybe he has enough shares and he is waiting on official word from FINRA to let the games begin.

I apologize. The games have been going on for 12 plus years.

Well he could but for MIKP trading at .0001 and he is a Canadian why isn't he buying?

Cornerstone is still backing Mark. Confirmed it.

mark always fancied himself a good creative writer.

Mark is still posting on Facebook. 17 hours ago...
By joining Mike The Pike and becoming part of the fan-owned entertainment revolution, we can continue to bring audiences around the world the kind of content that truly resonates with our human experience no matter who we are, or where we are from.
Transcend storytelling across a wide range of genres, brought to life in ways like never before!

As far as Cornerstone. He hasn't commented for over a month.

Why did you not believe me?

Soon
Trust me...lol

Less than a month, MIKP will need 2nd quarter fins.