I have a MIMIK II and the main difference between it and the previous version is the addition of a "SNEAKY port" in the back of the unit. According to the factory rep, this was for future upgrade path (DVD Audio etc.) As the MIMIK II was replaced by the Genki, the whole concept of upgrades is moot. I am not aware of any other upgrades that are available for the MIMIK II. I'm not sure if this is true or not, but I was told by my dealer that later versions of the MIMIK II did not have a digital out connection. My MIMIK does have a digital BNC out jack. The MIMIK is still a great player. My brother recently purchased an MSB LINK III with Half Nelson upgrade. We connected it via the digital out to my MIMIK and compared the MIMIK itself with the MSB back and forth toggling the input control of my KAIRN preamp. Although the MSB was slightly better, I could not justify the cost of the upgrade. I thought it was quite subtle, and not necessarily worth the extra money. The MIMIK is a good player, and with the very good GENKI, the MIMIK's are going for a song. Definitely worthwhile to snap up.