unkown
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Nice to hear from another long that understands exactly what's going on here. Agree with all your comments!
The next piece of information I believe we will receive will be the official announcement of the RS. Hope it happens during trading hours as I'm sure some will sell immediately into the news only to see SP double or triple hours later. Some just won 't be able to comprehend how wonderful the RS will be in this particular case. IMHO
Looks like peeps are finally done giving away the cheapies. I think now all the trip zero holders who wanted to sell are finally gone. More united group of holders now that really see the big picture and all the potential we have here. Really excited to see the PixelMag financials which should be showing up any day now. IMHO
Share price increasing on a low-volume day. Very good sign! Sellers have dried up and we continue upward and hit the .002's this week. IMHO
Thanks for the welcome. This from previous post here...
$tock~$crooge!! Saturday, 03/05/16 02:24:05 AM
Re: None
Post #
6814
of 6860 Go
$ Quarterly Report&BRNW President Info~2016 is here!
Naresh Belwal, Director, President and CEO
Mr. Belwal is a member of the Board of Directors and President and CEO of Brainybrawn, Inc. He is also a
Founder and Director at Zotality, Inc., which owns astrology driven social networking, matrimonial and dating
destinations. Prior to launching Brainybrawn, he headed investment-banking services at US Securities & Futures
http://www.prweb.com/releases/2010/12/prweb4924174.htm
http://www.zotality.com/
That information plus the fact we haven't had any "real" news about the hospital IT division in India for 16 months lead me to throw out that speculation.
IMHO
More nice CEO buys!!! IMHO
Are we seeing a little volume because the CEO is getting ready to put his other company ZoTality into this what seems like a shell now? Sanvi Infotech Pvt. Ltd's viability seems to have come to an end. The other company he founded and is CEO of could make things interesting here though. IMHO
Like the nice consistent volume over 50M. Can't be too many sellers left down at this low level. Think we will end the week in the .002's. IMHO
Nice DD and thanks for sharing that with the board. Time to move on up! IMHO
Got ya now. That is exactly right. And others areas of the 8K point to that same .02-.04 ($2-$4 post-split). Can't believe we all have this opportunity to buy these shares at such a rock-bottom entry level. Amazing! IMHO
One of the requirements to uplist to Nasdaq is a $4.00 share price but the $2.65 I mention is only to determine the valuation of Pixel pre-merger and doesn't correspond at all with the SP of SPCL now that Pixel is into the SPCL shell. Just trying to come up with an estimate of what they valued our new asset PixelMags at before they sold it to us (and themselves) and placing it into our shell. IMHO
Is an approximate $80M valuation of PixelMags indicated in executed share agreement contained within 8K?
Exchange Agreement
(d) Holdings Capitalization . As at the date of this Agreement, (a) VC2 (as assignee of Vert Capital Corp.) is the record and beneficial owner of 25,950,000 outstanding shares of the common stock, par value $0.0001 per share, of Holdings (“ Holdings Common Stock ”) representing eighty-six and one-half (86.5%) percent of the outstanding shares of the fully diluted Holdings Common Stock 1 , and ( ii ) the former owners of all of the common stock of Pixel prior to February 12, 2015 collectively own an aggregate of 3,000,000 shares of Holdings Series A non-redeemable convertible voting preferred stock, par value $0.0001 per share (the “ Holdings Preferred Stock ”) that, upon conversion shall represent ten (10%) percent of the shares of the fully diluted Holdings Common Stock, before giving effect to any Holdings Common Stock issuable upon exercise of the Holdings Warrants referred to in Footnote 1 below.
The above tells us that were 30M shares outstanding of PixelMags prior to execution of this agreement. Footnote 1 is below...
1 Before giving effect to (a) up to an additional aggregate of 1,254,487 shares of Holdings Common Stock issuable upon exercise of warrants issued by Holdings to former Pixel stockholders to purchase such shares for total cash consideration of $3,329,550 (individually, a “ Holdings Warrant and collectively, the “ Holdings Warrants ”), and (b) up to 6,000,000 shares of Holdings Common Stock owned by VC2 that may, under certain conditions, be transferred to two former Pixel executives under consulting agreements.
Strike price for these warrants were $3,329,550 divided by 1,254,487 equals $2.654. Possibly these warrants were included in the sale of "units" to venture capital investors (Such as buy 2 shares valued at $2.65 and we will incude 1 warrant at the $2.65 strike price as an extra incentive for buyers.) Don't know for sure the origination, the date they were issued or if they were in fact now converted to shares. But I would make the educated guess that these warrants issued in a private company setting had a strike price at the time equal to the same value of the commmon shares or maybe 10% higher at the most. Or they could have been issued at a much earlier date and the strike price of 2.65 was lower than the actual value of those PixelMag shares. In that case they were probably converted.
Using the strike price as the value of the pre-merger PixelMags shares, mutiplying 30M (Use 31,254,487 if you guess the warrants were indeed converted into shares) times $2.65 would give an estimated value of PixelMags pre-merger of $79.6M that were delivered into the SPCL shell. IMHO
I can easily understand why there are a lot of negative posters hanging around this board. This is without question the best .00 play in the OTC by far! Everything strongly points to pennies in the comings weeks. When the strong upward momentum begins they will be forced to jump in at a higher level. We all know they aren't here to save our brokerage accounts but to induce the weaker amoung us to sell to them. Never had more faith in a merger play! Peeps need to look at all the participants involved in this merger. That 8K is a wealth of information. Some are used to stinky pinky CEO's tweeting reasurrance daily to some illusionary grandiose plans that never come to fruition and don't realize how real deals are done. IMHO
Nice work CA!
The SP may indicate low-key but the volume tells us otherwise. When news hits the SP climb will be anything but steady. More like a rocket! IMHO
You couldn't have summed up my feelings much better! We will finally get to see $BMIX trade just like any other stock on the OTC that has minimal dilution coupled with a very strong and healthy-looking future. Kind of like we spent the last year or so in exile and now we have our freedom! IMHO
I agree. Should be that much more of a stronger base for our next level up. And when the next piece of news drops the yearly chart will have the makings of a pretty nice cup. IMHO
11 consecutive days with volume over 48M! And that is with absolutely no dilution to skew the count. Lot of interested investors in this RM play and we will only attract more as time progresses and we keep getting closer to the big day. (Whenever that may be ... no one knows for sure) IMHO
If anyone here has a desire for some 2's (or more 2's) I would probably purchase them before EOD. I don't think they will be available for too long on Monday morning. And I wouldn't be holding my breath trying to get any more ones. Looks like we have one very serious buyer here who probably likes the attention. IMHO
Still here relaxing and patiently waiting on the next filing to hit the wires.... Already have a very full boat load of shares.... Day-to-day SP flucuations do not mean too much to me down here at this low level.
We have our definite share agreement with PixelMags, Pixel Holdings, SPCL and our ex-CEO that was entered into May 16,2016 and the effective date was April 30, 2016. The agreement called for an 8K disclosing the agreement not later than 4 business days after the Closing Date. That 8K was posted at SEC on May 23,2016. On May 25,2016 the Nevada SOS site was updated to reflect the inclustion of the new Convertible Preferred B shares and the reduction in AS as per the Agreement.
This already is a finalized definite material agreement that has already closed with everything spelled out in great detail with an 8K and updated filings on Nevada's SOS site confirming this is indeed true. We are now just waiting on accountants?? auditors?? lawyers?? FINRA?? or whomever just to finish up the ending details of this RM with a Nasdaq-stature company that goes be the name of PixelMags. Check it out if you haven't heard about it. Plenty of info on the internet.
Can something still go haywire and somehow PixelMags doesn't stay in the SPCL shell? Sure ... I guess so. After all this is the OTC and ANYTHING can happen! But I LOVE my odds here! Peeps talk about playing the lottery in OTC land but this deal look much much better than any lottery! Have a great day all! IMHO
All this volume while churning these last few days will be showing up in a higher SP in the not-so-distant future. Looks and feels to me like we are in the middle of a classic trips to pennies OTC run. What makes this trip somewhat relaxing is the compelling DD I think we have assembled to provide the fundemantals for such a price rise in the shares of $SPCL. IMHO
I agree they were part of the agreement but getting current audited financials for a private company is very very time-consuming. It seemed, in my opinion, quite unreasonable to expect to include audited financials of Pixel 4 days after closing unless they were already done. Probably some hitch on their(auditors) part and nothing to do with Solaris or SPCL the shell. What is encouraging about this deal to me is that everything appears to be clearly laid out and I can't readily see a sticking point (other than all the legal logistics taking longer than first thought which should always be expected) to cause any of the parties to change their minds. Since Solaris no longer really exists inside the SPCL shell then the filings would have to come from Pixel showing their pro forma results in addition to Solaris's. Just guessing but good luck to you also. IMHO
Not later than four (4) Business Days following the Closing Date, Solaris shall file with the SEC (a) a Form 8-K Interim Report disclosing this Agreement and the transactions contemplated hereby.....
So everyone is on the same page and this disclosed agreement has actually already been closed due to the fact that they did file this 8K? Am I correct in saying that? This talking point seems to be a big issue with some on this board who are waiting for this closing that has in fact already happened.
Holding long and strong with about as much of the OS that I can quietly own. IMHO
I reread the Share Agreement (8K) one more time earlier this evening. Do you agree with the following that I posted earlier? Appreciate your thoughts...
Share Exchange Agreement already closed???????
From ARTICLE V: (Page 19 on law insider)
"5.3 Post-Closing SEC Filings. Not later than four (4) Business Days following the Closing Date, Solaris shall file with the SEC (a) a Form 8-K Interim Report disclosing this Agreement and the transactions contemplated hereby, and include therein, audited financial statements for Pixel for the two fiscal years ended December 31, 2015 and quarterly financial statements for the two fiscal quarters ending March 31, 2016 and March 31, 2015."
Important dates for us to remember:
Signed Agreement*****April 30, 2016
Closing*****************On or prior to May 15, 2016
*************************(unless such other date is agreed)
8K Posted*************May 23, 2016
Since May 15 is a Sunday they probably didn't get closing taken care of until probably Monday the 16th or Tuesday the 17th. 4 days later would be Friday the 20th or Monday the 23rd. Monday they filed the 8K either on time or a day late.
Of course audited financial statements for Pixel for the two fiscal years ended December 31, 2015 and quarterly financial statements for the two fiscal quarters ending March 31, 2016 and March 31, 2015 were not yet completed. We all know very well from past experience on OTC that audited financials for a previously private company take many months for completion.I would have to assume that is what is holding us up at this point. IMHO
Looks like St. George Investments, LLC is cashing out its last stack of chips at double the usual profit. They should be completely out tomorrow at this rate and our party can begin. Looking forward to the next several months here. Much good news to come on a lot of fronts. IMHO
Share Exchange Agreement already closed???????
From ARTICLE V: (Page 19 on law insider)
"5.3 Post-Closing SEC Filings. Not later than four (4) Business Days following the Closing Date, Solaris shall file with the SEC (a) a Form 8-K Interim Report disclosing this Agreement and the transactions contemplated hereby, and include therein, audited financial statements for Pixel for the two fiscal years ended December 31, 2015 and quarterly financial statements for the two fiscal quarters ending March 31, 2016 and March 31, 2015."
Important dates for us to remember:
Signed Agreement*****April 30, 2016
Closing*****************On or prior to May 15, 2016
*************************(unless such other date is agreed)
8K Posted*************May 23, 2016
Since May 15 is a Sunday they probably didn't get closing taken care of until probably Monday the 16th or Tuesday the 17th. 4 days later would be Friday the 20th or Monday the 23rd. Monday they filed the 8K either on time or a day late.
Of course audited financial statements for Pixel for the two fiscal years ended December 31, 2015 and quarterly financial statements for the two fiscal quarters ending March 31, 2016 and March 31, 2015 were not yet completed. We all know very well from past experience on OTC that audited financials for a previously private company take many months for completion.I would have to assume that is what is holding us up at this point. IMHO
Agreed! But at least nice to see a bid in the 2's again. Someone quietly accumulating shares here. IMHO
I think this volume is telling. This has been pure unadulterated retail high-volume trading these past several days. (No dilution to skew numbers) Once the powers that be get all the shares they possible can at these levels it will be game on as they run it well past previous highs. Everyone sees that this is the best play on the OTC right now and it is only a matter of time before it explodes. How can one not want a piece of PixelMags??? And it is given to us via that solid 8K not some ambiguous PR that CEO's down here usually use to manipulate stocks prices. I know these deals have a ton of loose ends to deal with so when it gets done it gets done. IMHO
Hope the sellers chasing other stocks hit it big because when they come back here they will need to pay up to get back in. With all this churning our move back up should be that much faster with stronger hands now holding. Who wants to miss out on PixelMags and the mega-run coming here? IMHO
As traders realize that todays late drop was due to typical games being played so some could increase their holdings I think those sellers will want to quickly attempt to retain their previous share count and the price will fairly quickly and steadily go back up to the 18-19 area. Probably close in low 20's if I was forced to guess.
Can't imagine anyone wanting to be shy their quota of SPCL (PixelMags) shares when the finalization news does hit. A $48M revenue company RM'ing to a shell down at this level doesn't happen hardly ever so no one is going to want to miss this opportunity. IMHO
I have no problem with people shagging animals. There were quite a few sheep up there. Was a vey fun and interesting visit. But a few more clouds and raindrops than we were used to here in the SW USA.
Spent several weeks in England this summer visiting our son and family. Took side trips to Wales, Ireland and Scotland. You are right about the accent in those countries but even the Oxford district was a bit tough for me. On our way back from Edinborgh I was registering at a hotel about 90 minutes north of Scarborough and the lady could not understand me nor me her the first couple of sentences we traded. But we finally got it figured out.
Time for $GEQU investors to get things figured out here and drive up the to fair value on the other side of a nickel! IMHO
Spent a few weeks this summer in England visiting our son . Also tooka a couple of side trips to Ireland, Wales and Scotland. I had trouble even with the accent in central England but it was much haerder the farther north (towards Scotland) we traveled.
One poster here did mention that he sold 3.8 million at 17-18 and re-bought in 5M at 13. It could be true and your theory is plausible. We need to know what we own and not use stop-losses. Buy these dips - don't sell into them!
Make the flippers pay by forcing them to buy back in at a higher price! They will then think twice about it next time. IMHO
I'm thinking it's Peter's British accent that makes it a bit hard for me to understand every word. Very nice overview of the business plan though. Looking forward to continued progress with their clients and partners. IMHO
That's a great list and I truly believe that SPCL will find a place on it but peeps need to remember that unless your in the game early (like now) and hold until the end (or close to it) your own personal gains will be much less. Not sure how many investors actually have the nerve to hold anywhere near that long. SPCL (a.k.a. PixelMags) seems to me to have the right stuff to make the hold bearable and potentially extremely profitable. IMHO
Just games played today that temporarily slowed our progress toward a reasonable valuation based on our DD here. One poster here claimed selling 3.8M shares at 17-18 and repurchasing 5M at 13. If that's true it was a smart move but only because the rest of us allowed it. We know there is absolutely no dilution here and we know we are still vastly undervalued according to our DD. We should have not allowed our fear to start that avalanche that allowed him to get back in at such a much lower price. We should have quietly just let him sell his shares by buying some or just doing nothing. If not for this panic induced selling he would have been locked out and would have had to purchase at a higher price to get back in.
He know's how good a play this is as he just wanted to increase his holdings. He did just that but at the expense of longs running scared. We need to know what we own here and not be tricked out of our shares so easily. We need to be prepared for the next one who tries this as a play with this much potential will get a lot of attention. And stop-loss orders have their place but not down here in the OTC. IMHO
Nice to see a close in the 2's again! New investors need to do the DD and see all what GEQU has to offer.... IMHO
Exactly! Some big player selling out at a profit but doing so in a way to cause panic selling so that he can reload again at lower levels! Buy this dip! Do not fall for this manipulation! IMHO
Might have been a bluff. Not very smart if he really wanted to sell that many shares. More than likely wanted to cool momo so he could load a few more before the big breakout at 20. IMHO
Just a little ask slapping and this looks ready to pop. But I would prefer us to continue this diliberate action upward. IMHO