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United States securities and exchange commission logo
May 22, 2023
Mark Newbauer
Chief Executive Officer
Mike the Pike Productions, Inc.
20860 N. Tatum Blvd. Suite 300
Phoenix AZ 85050
Re:Mike the Pike Productions, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed April 28, 2023
File No. 000-55298
Dear Mark Newbauer:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10-12G filed April 28, 2023
Description of Business, page 4
1.Please thoroughly revise this section to clarify and better describe the status of your
current operations and your proposed business operations.  To the extent that you discuss
future activity, please provide the status of development and indicate the timeframe for
which you anticipate these projects will take and the basis of your conclusions.  Further,
please discuss the actual operations of your business, focusing on the particular means by
which you will generate revenues and incur expenses.  For example, discuss if you are
going to produce the film or TV series based on your intellectual property and if you
intend to sell the property to a network or streaming service.  Further describe if you have
had any formal or informal discussions to produce your projects with a distributor,
network or streaming service.  Please also clarify the steps you have taken already, if any,
to initiate your operations and the costs of these steps to you.

 FirstName LastNameMark Newbauer
 Comapany NameMike the Pike Productions, Inc.
 May 22, 2023 Page 2
 FirstName LastName
Mark Newbauer
Mike the Pike Productions, Inc.
May 22, 2023
Page 2
Our Current Properties/Projects, page 5
2.Please revise your disclosure to describe the intellectual rights that you own for each
project including the term of your rights.  Please file the intellectual property agreements
or licenses as exhibits. For example, we note a press release that you optioned Wish for
adaption as a film in 2021.  Please file as an exhibit your option agreement.  In addition,
as some of your listed projects have previously been made into a film, Vampirella, or TV
series, Silverwing, please revise your disclosure to explain how you have rights in these
properties when there are a pre-existing film or TV series.
Risk Factors, page 7
3.In its current form, your risk factor discussion appears relatively brief and does not
disclose any industry or operational risk.  Accordingly, please expand your disclosure, as
applicable, to include industry or operational risk such as Covid-19, competition,
and claims of infringement of intellectual property rights.  Also, consider adding a risk
factor concerning the risk resulting from the consolidation among commercial exhibitors
and studios.
4.Please revise here and in your Prospectus Summary to highlight the auditor's explanatory
paragraph regarding your ability to continue as a going concern.
5.Prominently disclose here and in your prospectus summary that your CEO will control the
company as a result of his holding of preferred shares. Highlight that investors will not be
able to influence the company, including with respect to the election of directors.
Item 2. Financial Information, page 8
6.Please expand your discussion of the results of operations to provide insight into the
activities that you reported as well as the reasons for any material variances in the
amounts reported between the periods presented in your consolidated statements of
operations.  Please refer to the guidance in Item 303(b)(2) of Regulation S-K.
7.Please revise to discuss your liquidity, capital resources and critical accounting estimates.
Please refer to the guidance in Items 303(b)(1) and 303(b)(3) of Regulation S-K.
Our Certificate of Incorporation authorizes the issuance of preferred stock, page 8
8.Please clarify here, as you do on page 14, the voting and conversion rights of your
preferred stock. Please also discuss how future issuances or conversion of your preferred
stock may be dilutive to your common stock holders.

 FirstName LastNameMark Newbauer
 Comapany NameMike the Pike Productions, Inc.
 May 22, 2023 Page 3
 FirstName LastName
Mark Newbauer
Mike the Pike Productions, Inc.
May 22, 2023
Page 3
Directors and Executive Officers , page 10
9.Please revise your disclosure regarding the background and history of your executive
officer and director to comply with Item 401(e)(1) of Regulation S-K. Specifically, revise
your disclosure to describe the business experience, principal occupations and
employment during the past five years, including the dates and duration of employment.
Certain Relationships and Related Transactions, and Director Independence, page 12
10.Please revise this section to ensure consistency throughout your disclosure. In this regard,
we note that your disclosure suggests there are no related party transactions. However, we
note your disclosure on page F-13 that "[d]uring the twelve months end[e]d December 31,
2022 and 2021, the Company's CEO, Mark Newbauer, had advanced the company
$17,500 and $0 respectively of personal funds." Refer to Item 404 of Regulation S-K.
Executive Compensation, page 12
11.Please update your executive compensation disclosure to include your recently completed
fiscal year.  In your updated compensation disclosure, please discuss any employment
agreements and identify the named executive officers in your table. In this regard, we note
your disclosure here that "[n]o officer or director has received any compensation from the
Company since the inception of the Company." However, your disclosure on page F-12
states that in prior years the Company entered into an employment agreement with its
CEO" and that "[t]he agreement was suspended," but not terminated.
Consolidated Statement of Operations, page F-5
12.We note that in 2021 you recorded a $66,635 gain on the change in the fair value of a
derivative liability.  Please provide us with a detailed discussion of your accounting for
the derivative liability and cite the specific authoritative accounting literature you utilized
to support your accounting treatment.
Notes to Consolidated Financial Statements
Note 4 - Intangible Assets, page F-11
13.Please clarify your disclosure to explain what you mean by intangible assets being
amortized over 18 months “by definition” and how it relates to their useful life or contract
duration.  Please refer to the guidance in ASC 350-30-35-2 and 35-6.
Note 5 - Accrued Compensation, page F-12
14.Please tell us what is meant by your disclosure that the employment agreement with the
CEO has been suspended.  In this regard, your disclosure should include whether you
continue to receive services from the CEO and if so, how you account for the fair value of
such services.

 FirstName LastNameMark Newbauer
 Comapany NameMike the Pike Productions, Inc.
 May 22, 2023 Page 4
 FirstName LastName
Mark Newbauer
Mike the Pike Productions, Inc.
May 22, 2023
Page 4
15.Please tell us whether you were legally released from the $133,500 in accrued salaries that
was written off in 2021.  If you were not legally released from this liability, please tell us
how your accounting complies with ASC 405-20-40-1(b).
16.In addition, please tell us your basis of recording a gain on the write off in your statement
of operations.  Please refer to the guidance in ASC 470-50-40-2.
Note 6 - Notes and Other Loans Payable, page F-12
17.You state that you wrote off $115,000 in debt and $59,049 in accrued interest during
2021, since the management determined them to be forgiven.  Please clarify whether you
were legally released from the repayment of these debts and interests or tell us how your
accounting complies with ASC 405-20-40-1(b).
Note 7 - Stockholders' Equity/(Deficit), page F-13
18.Please provide the applicable disclosures required by ASC 505-10-50-3 through 18.
19.Please provide disclosure related to the stock subscription receivable of $2,229,415 at
December 31, 2022 and 2021 that discloses the transactions and related accounting
treatment. In addition, please tell us how you considered the guidance in ASC 505-10-45.
Note 8 - Income Taxes, page F-13
20.Please provide the disclosures required by ASC 740-10-50.
Note 9 - Related Party Transactions, page F-13
21.Please disclose the significant terms of the amounts due to related party, including
repayment terms and interests.  Please refer to the guidance in ASC 850-10-50-1(d)
and Rule 5-02(22) of Regulation S-X.
General
22.Please revise your filing to disclose that you are a shell company, as defined by Rule 12b-
2 under the Exchange Act, because you appear to have no or nominal operations, nominal
assets and no revenues to date. Accordingly, please prominently disclose your shell
company status and the consequences of that status including relevant risk factor
disclosure. If you do not believe you are a shell company, please provide us with your
legal analysis.
23.We note a November 2022 press release by Sack Lunch Productions, Inc. that they had
entered into a letter of intent to acquire a 45% minority interest in your wholly owned
subsidiary Arowana Media Holdings, Inc.  Please update your disclosures to describe this
proposed transaction or advise.  Please also file the letter of intent as an exhibit.

 FirstName LastNameMark Newbauer
 Comapany NameMike the Pike Productions, Inc.
 May 22, 2023 Page 5
 FirstName LastName
Mark Newbauer
Mike the Pike Productions, Inc.
May 22, 2023
Page 5
24.We note that according to the funding portal Netcapital, Arowana Media Holdings, raised
$10,000 in March 2023 in reliance on the exemption in Securities Act section 4(a)(6).
Please ensure to update your disclosure with this funding update.
25.It appears that you may be a blank check company as defined by Rule 419 under
the Securities Act of 1933, as amended. In this regard, we note you are a development
stage company with limited operating activities, it is unclear whether you will be able to
fully commence operations within the next 12 months, you are issuing penny stock and
have nominal assets consisting of cash. These facts suggest that your proposed business is
commensurate in scope with the uncertainty ordinarily associated with a blank check
company and that you should comply with Rule 419 of Regulation C under the Securities
Act. Please revise the registration statement to comply with Rule 419, or provide us a
detailed legal analysis which explains why Rule 419 does not apply to this offering, and
state prominently in the cover page of the prospectus that you are not a blank check
company and have no plans or intentions to engage in a business combination following
this offering and that the proceeds from this offering, if any, will be immediately available
to the company.
26.Please revise your disclosure to clarify if your common stock is currently listed or quoted
in any market or if it has historically been quoted or listed.
27.Please note that your registration statement will become effective by operation of law 60
days from the date you initially filed it and that you will then be responsible for filing
reports required by Section 13 of the Securities Exchange Act of 1934.  We also may
continue to comment on your registration statement after the effective date.  If you do not
wish to incur those obligations until all of the previously discussed issues are resolved,
you may wish to consider withdrawing your registration statement and resubmitting a new
registration statement when you have revised your document.
            You may contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.
Please contact Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-3792 with
any other questions.
            .
Sincerely,
Division of Corporation Finance
Office of Trade & Services