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haha good one milk
Pope announced he is leaving Vert in November. You are wrong. Again
With mixed emotions, I announce that I will be leaving Vert Capital. It was an amazing 5 years. Stay tuned for my next adventure.
— Michael Pope (@M1chaelPope) November 3, 2016
PEW PEW PEW
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I guess January 31st gives them about 30 days to get a stabilized pps of near 4 dollars, then 60 days to maintain plus or minus a couple cents. May uplist could be the plan
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Assuming the price has been above 4 dollars for 30 out of 60 days prior to may?
Ah yes. you are correct.
Thanks
You don't know that.
Check this, but for real! See if this makes sense:
5000. NASDAQ LISTING RULES
(c) Reverse Mergers
(1) A Company that is formeD by a Reverse Merger (a "Reverse Merger Company") shall be eligible to submit an application for initial listing only if the combineD entity has, immeDiately preceDing the filing of the initial listing application:
(A) traDeD for at least one year in the U.S. over-the-counter market, on another national securities exchange, or on a regulateD foreign exchange, following the filing with the Commission or Other Regulatory Authority of all requireD information about the transaction, incluDing auDiteD financial statements for the combineD entity; anD
(B) maintaineD a closing price of $4 per share or higher for a sustaineD perioD of time, but in no event for less than 30 of the most recent 60 traDing Days.
(2) In aDDition to satisfying all of NasDaq's other initial listing requirements, a Reverse Merger Company will only be approveD for listing if, at the time of approval, it has:
(A) timely fileD all requireD perioDic financial reports with the Commission or Other Regulatory Authority (Forms 10-Q, 10-K or 20-F) for the prior year, incluDing at least one annual report. The annual report must contain auDiteD financial statements for a full fiscal year commencing after filing the information DescribeD in paragraph (1)(A) above; anD
(B) maintaineD a closing price of $4 per share or higher for a sustaineD perioD of time, but in no event for less than 30 of the most recent 60 traDing Days prior to approval.
(3) A Reverse Merger Company will not be subject to the requirements of this Rule 5110(c) if, in connection with its listing, it completes a firm commitment unDerwritten public offering where the gross proceeDs to the Reverse Merger Company will be at least $40 million. In aDDition, a Reverse Merger Company will no longer be subject to the requirements of this Rule 5110(c) once it has satisfieD the one-year traDing requirement containeD in paragraph (1)(A) above anD has fileD at least four annual reports with the Commission or Other Regulatory Authority containing all requireD auDiteD financial statements for a full fiscal year commencing after filing the information DescribeD in that paragraph. In either case DescribeD in this paragraph (3), the Reverse Merger Company must satisfy all applicable requirements for initial listing, incluDing the minimum price requirement anD the requirement containeD in Rule 5210(e) that the Company not be Delinquent in its filing obligation with the Commission or Other Regulatory Authority.
It appears SPCL/PIXL can apply like any other company as long as it has at least 40 million in revenue (it specifically says "gross proceDings," whatever that means?)
Obviously financials have to come, anD they have to be over 40 million for that to be the case.
So here are the listing rules accorDing to NASDAQ
5505. Initial Listing of Primary Equity Securities
A Company applying to list its Primary Equity Security on the Capital Market must meet all of the requirements set forth in Rule 5505(a) anD at least one of the StanDarDs in Rule 5505(b).
(a) Initial Listing Requirements for Primary Equity Securities:
(1) (A) Minimum biD price of $4 per share; OR
(B) Minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income StanDarDs unDer Rules 5505(b)(1) or (b)(3), or of $2 per share, if the Company meets the requirements of the Market Value of ListeD Securities StanDarD unDer Rule 5505(b)(2), proviDeD that in either case the Company must also Demonstrate that it has net tangible assets (i.e., total assets less intangible assets anD liabilities) in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. A security must meet the applicable closing price requirement for at least five consecutive business Days prior to approval.
For purposes of this paragraph (B), net tangible assets or average revenues must be DemonstrateD on the Company's most recently fileD auDiteD financial statements fileD with, anD satisfying the requirements of, the Commission or Other Regulatory Authority, anD which are DateD less than 15 months prior to the Date of listing.
(2) At least 1,000,000 Publicly HelD Shares;
(3) At least 300 RounD Lot HolDers;
(4) At least three registereD anD active Market Makers;
(5) In the case of ADRs, at least 400,000 issueD.
(b) Initial Listing StanDarDs for Primary Equity Securities:
(1) Equity StanDarD
(A) StockholDers' equity of at least $5 million;
(B) Market Value of Publicly HelD Shares of at least $15 million; anD
(C) Two year operating history.
(2) Market Value of ListeD Securities StanDarD
(A) Market Value of ListeD Securities of at least $50 million (current publicly traDeD Companies must meet this requirement anD the price requirement for 90 consecutive traDing Days prior to applying for listing if qualifying to list only unDer the Market Value of ListeD Securities StanDarD);
(B) StockholDers' equity of at least $4 million; anD
(C) Market Value of Publicly HelD Shares of at least $15 million.
(3) Net Income StanDarD
(A) Net income from continuing operations of $750,000 in the most recently completeD fiscal year or in two of the three most recently completeD fiscal years;
(B) StockholDers' equity of at least $4 million; anD
(C) Market Value of Publicly HelD Shares of at least $5 million.
ADopteD March 12, 2009 (SR-NASDAQ-2009-018); amenDeD April 18, 2012 (SR-NASDAQ-2012-002).
5310. Definitions anD Computation
(g) If a Company has less than three years of publicly reporteD financial Data, it may qualify unDer Rule 5315(f)(3)(A) if it has (1) reporteD aggregate income from continuing operations before income taxes of at least $11 million, anD (2) positive income from continuing operations before income taxes in each of the reporteD fiscal years.
So baseD on what DTime saiD as well. If all these requirements are met. This can be Done takes 7-10 Days (accorDing to DTimes source, which is simply a company projection, but may very well be accurate).
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Which website is that DTime? Where it lists that request.
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Stuttgard is a german exchange
gooD find.
So perhaps relisting/activation on stuttgart?
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I see only germany and us, no london?
Not sure if this always existed or we just found it.
You are indeed correct. My confusion. Thanks
Good call.
Since you know vert acquired all pixels ip and trademark (for those who think they would be a restartup)
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They are actually a Daas company now.
Distribution as a service
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Isn't that all in your "honest" opinion?
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REMINDER TO KEEP YOUR HEAD ON
Don't anticipate too harD on a Definitive Date for financials. Because we all know what happens if our expectations aren't met, RED happens.
BUT STILL, DAT DAY WAS DOPE AS A NO SCOPE KILL IN HALO 2
NEELIE GON FINISH DIS DEELIE
AND DROP DAT NEW MIXTAPE, FINZ (surprise release style like Beyonce or K-Dot DiD).
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Glitch
Keep your heaD on.
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Source?
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Neil Kleinman drops a new mixtape called FINZ
This is being walkeD up. Not sure what is happening. But flash sales at .0092 and such are suspicious.
Detective $D$ is on it.
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5LS:GR STUTTGART:
Börse Stuttgart (SWB) is a stock exchange in Germany, the second largest in the country and the ninth largest in Europe.
Currently not making too much sense to me:
Detective D is on it
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Just providing facts
DOMAIN EXPIRES JULY 2017
http://whois.domaintools.com/pixelmags.us
Stop cherry picking outDated info. It's intentionally misleaDing.
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READ UP EVERYONE
Section 3.9 Intellectual Property.
(a) Disclosure ScheDule 3.9(b) contains a complete anD accurate list of all “Intellectual Property” (as that term is DefineD on Annex I to this Agreement), which is owneD, licenseD, leaseD or otherwise useD by Pixel.
(b) Pixel has furnisheD to Parent a complete anD accurate list of all agreements to which Pixel is a party or otherwise bounD (i) granting or obtaining any right to use or practice any rights unDer any Intellectual Property or (ii) restricting the rights of Pixel to use any Intellectual Property, incluDing license agreements, Development agreements, Distribution agreements, settlement agreements, consent to use agreements, anD covenants not to sue (collectively, the “License Agreements”). The License Agreements are valiD anD binDing obligations of all parties thereto, enforceable in accorDance with their terms, anD, to the KnowleDge of Pixel, there exists no event or conDition which will result in a violation or breach of, or constitute (with or without Due notice of lapse of time or both) a Default by any party unDer any such License Agreement. Pixel has not licenseD or sublicenseD its rights in any Intellectual Property other than pursuant to the License Agreements.
(c) Except as set forth on Disclosure ScheDule 3.9(c):
(i) Pixel or its Affiliates own, or have a valiD right to use, free anD clear of all encumbrances, all of the Intellectual Property. Pixel is listeD in the recorDs of the appropriate UniteD States, state, or foreign registry as the sole current owner of recorD for each application anD registration.
(ii) The Intellectual Property owneD by Pixel, anD to the KnowleDge of Pixel, any Intellectual Property useD by Pixel, is subsisting, in full force anD effect, has not been canceleD, expireD, or abanDoneD, anD is valiD anD enforceable.
(iii) There is no penDing or, to the KnowleDge of Pixel threateneD, claim, suit, arbitration or other aDversarial legal proceeDing before any court, agency, arbitral tribunal, or registration authority in any jurisDiction (A) involving the Intellectual Property owneD by Pixel, or, to the KnowleDge of Pixel, the Intellectual Property licenseD to Pixel, (B) alleging that the activities or the conDuct of the Business Do, or will, infringe upon, violate or constitute the unauthorizeD use of the intellectual property rights of any thirD party or (C) challenging the ownership, use, valiDity, enforceability or registrability of any Intellectual Property owneD by Pixel.
(iv) The conDuct of the Business Does not infringe upon (either Directly or inDirectly such as through contributory infringement or inDucement to infringe) any intellectual property rights owneD or controlleD by any thirD party. To the KnowleDge of Pixel, no thirD party is misappropriating, infringing, or violating any Intellectual Property owneD or useD by Pixel, anD no such claims, suits, arbitration or other aDversarial proceeDings which have been brought against any thirD party by Pixel remain unresolveD.
(v) Pixel has useD best efforts to protect the confiDentiality of its traDe secrets. To the KnowleDge of Pixel, no traDe secrets have been DiscloseD or authorizeD to be DiscloseD to any thirD party other than pursuant to a non-Disclosure agreement. To the KnowleDge of Pixel, no party to any non-Disclosure agreement relating to its traDe secrets is in breach or Default thereof.
(e) The consummation of the Agreement anD the transactions contemplateD hereby will not result in the loss or impairment of Pixel’ right to own or use any of the Intellectual Property, nor will it require the consent of any governmental or regulatory authority or thirD party in respect of any such Intellectual Property.
4.16 Purchaser Intellectual Property. Except as set forth on Purchaser Disclosure ScheDule 4.16, the Purchaser anD its SubsiDiaries own, control or license aDequate valiD anD enforceable rights or licenses to use all traDemarks, traDe names, service marks, service mark registrations, service names, software, Documentation, original works of authorship, patents, patent rights, copyrights, inventions, improvements, licenses, approvals, governmental authorizations, traDe secrets anD other Purchaser Intellectual Property anD all applications anD registrations therefor necessary or appropriate to conDuct their respective Business as now conDucteD or as proposeD to be conDucteD after the Closing Date. None of the Purchaser’s Intellectual Property has expireD or terminateD or has been abanDoneD, or is expecteD to expire or terminate or are expecteD to be abanDoneD within three years from the Closing Date.
WHY INCLUDE THIS IF THEY WERE GOING TO CHANGE THE COMPANY NAME (RESTARTUP). SEEMS LIKE A LOT OF WORK AND PROBABLY EXTRA COST TO ACQUIRE TRADEMARKS BEYOND JUST THE INTELLECTUAL PROPERTY (PENDING PATENTS). THAT JUST DOESN’T MAKE SENSE.
EX-10.4 5 ex10-4.htm
For value receiveD, Solaris Power Cells, Inc., a NevaDa corporation (the “Company”), hereby promises to pay to the orDer of Pixel HolDings, Inc., a Delaware corporation (together with its successors, representatives, anD permitteD assigns, the “HolDer”), in accorDance with the terms hereinafter proviDeD, up to an aggregate of $6,000,000 (the “Principal Amount”). The Principal Amount outstanDing, together with all accrueD interest thereon anD any other amounts Due pursuant to the terms of this Note, shall be Due anD payable on March 31, 2019 (the “Maturity Date”).
Payable ON March 31, 2019. DOES NOT SAY BEFORE MATURITY DATE
4.13 No Shorting. HolDer agrees that so long as this Warrant remains unexerciseD in whole or in part, HolDer will not enter into or effect any “short sale” of the common stock or heDging transaction which establishes a net short position with respect to the common stock of the Company. The Company acknowleDges anD agrees that as of the Date of Delivery to the Company of a fully anD accurately completeD Notice of Exercise, HolDer immeDiately owns the common shares DescribeD in the Notice of Exercise anD any sale of those shares issuable unDer such Notice of Exercise woulD not be consiDereD short sales.
Support against frauD
Section 3.7 No Breach. Except as set forth on Disclosure Schedule 3.7, Pixel’ execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a default under (a) Pixel’s certificate of incorporation or bylaws; (b) any contract to which Pixel is a party or by or to which it or any of its assets are bound or subject; or (c) any law or order against, or binding upon or applicable to Pixel or their assets.
CANNOT DEFAULT ON THIS DEAL
This is still a waiting game. I’m expecting no real news until January 13th, which I have previously explaineD why
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He got bit by anxiety. If it were not for some folk on this boarD, things like that woulD not happen.
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2019.
No one neeDs to say anything else.
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Would have already happened IMO.
I have a very harD time believing FINRA will allow an RS while being exceptionally Delinquent in financial reports.
I think you are correct. Assuming "on or about January 31st" means what we all think it woulD mean (without the help of the law), then the 14C must be issueD at least 10 Days prior to the split, which woulD be the 21st of January. Finances by the FriDay, January 13th (DUN DUN DUN) woulD proviDe one week to ensure that everyone receives the proper notification.
I've honestly preDicteD the 13th of January for some time now. Partly because it's inconveniently (sort-of) far away from right now anD there was no way this coulD have turneD out as conveniently as I wanteD it (which woulD have been finances last week). Though, I've suspecteD the 13th mainly because it allows Vert to Do everything subsequently. This is likely being treateD like a rapiD RM Due to the spot light.
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For those confused by the 30 days from tomorrow:
The Reverse Stock Splits are anticipated to occur on or about January 31, 2017; provided that such Reverse Stock Splits shall only become effective on a date which shall be the last to occur of (a) the latest date that a corporate action in respect of the reverse stock splits can be taken following the mailing of a Form 14C Information Statement to the stockholders of Solaris, or (b) approval of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).
BREAKING DOWN 'SEC Form PRE 14C' (from investopedia)
Form PRE 14C is required under Section 14(c) of the Securities Exchange Act of 1934. This form must be filed with the SEC 10 days before definitive information statements are distributed to shareholders and helps the SEC protect shareholders' rights by ensuring that they receive key information, clearly presented.
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Repost of DD. Longs, please fact check
All Longs, Please fact check the information below: I have proviDeD resources (albeit inherently arbitrary) that I have useD to reach the conclusions of my speculations.
Section 3.7 No Breach. Except as set forth on Disclosure ScheDule 3.7, Pixel’ execution, Delivery anD performance of this Agreement anD the Transaction Documents anD the consummation of the transactions contemplateD hereby anD thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms anD conDitions of, result in a moDification of the effect of or constitute (or with notice or lapse of time or both woulD constitute) a Default unDer (a) Pixel’s certificate of incorporation or bylaws; (b) any contract to which Pixel is a party or by or to which it or any of its assets are bounD or subject; or (c) any law or orDer against, or binDing upon or applicable to Pixel or their assets.
IMO this means cannot enD this Deal
Section 3.13 Financial Statements, Business Plan anD Projections.
(a) Pixel has supplieD Parent with the unauDiteD interim financial statements consisting of its balance sheet, statement of operations anD statement of cash flows, as of November 30, 2014 (the “Interim Financial Statements”).
At least 10 Mill (Remember D&B: $48 million; see at EOM)
(b) The Interim Financial Statements (i) have been prepareD in accorDance with GAAP, (ii) reflect all assets, liabilities anD results of operations of Pixel as at anD for the fiscal perioDs applicable thereto as requireD in accorDance with GAAP, anD (iii) except that the Interim Financial Statement Do not incluDe footnotes anD scheDules as requireD by GAAP anD are subject to annual auDit aDjustments which are anD shall not be material.
About Footnotes: http://www.accountingtools.com/questions-anD-answers/what-are-financial-statement-footnotes.html
financial statement footnotes are explanatory anD supplemental notes that accompany the financial statements issueD by an entity. The exact nature of these footnotes varies, DepenDing upon the financial framework useD to construct the financial statements (such as GAAP or IFRS). Financial statement footnotes are an integral part of the financial statements, so you must issue them to users along with the financial statements. They are extremely valuable to the financial analyst, who can Discern from the footnotes how various accounting policies useD by a company are impacting its reporteD results anD financial position.
The number of possible footnote Disclosures is extremely long. The following list touches upon the more common footnotes, anD is by no means even remotely comprehensive. If your company is in a specializeD inDustry, there may be a number of aDDitional Disclosures requireD that are specific to that inDustry.
Seems like this takes a while, hence the Delay
From Hoover's
Company Description
1800 Century Park E #600 Los Angeles, CA 90067-1508, UniteD States This matches the aDDress on Google maps
Phone: +1-310-598-7303
www.pixelmags.com
Line of Business
Custom computer programming services, nsk
DownloaD This Company
Key People
Philip Lunn
Chm
Haskell Kim
PresiDent AnD Chief Marketing Officer
Ryan Marquis
Coo
View More People
Web Volume
12/11/2016 Pixelmags, Inc - Company Overview - Hoover's
Key Information
D-U-N-S Number 832813864
Location Type Single Location
SubsiDiary Status No
Company Type Non-Public
Plant/Facility Size (sq. ft.) (actual) 5,425
Owns/Rents Rents
Employees (All Sites) 70
Employees (This Site) 70
1-Year Employee Growth 0.0%
Year of FounDing 2009
Primary InDustry Information Technology Services
Primary SIC CoDe 73710302: Software programming applications
Primary NAICS CoDe 541511: Custom Computer Programming Services
LatituDe/LongituDe 34.062738/-118.4157
Minority OwneD/Women OwneD No
Key Financials
Annual Sales $48.00M
Prescreen Score Low Risk
Latest News
Micro Mart 7 July 2016 Themers Club 05Jul2016
View More News & Social
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Some more tweets from our bois pixelmags
PEW PEW PEW
another day another D
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possibly ankit
This is unfortunately correct, but thats not to say Ankit is their current auditor. Not saying they switched back, but just someone different.
http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=10827302-3976-6423&type=sect&TabIndex=2&dcn=0001493152-15-003227&nav=1&src=Yahoo
All Longs, Please fact check the information below: I have proviDeD resources (albeit inherently arbitrary) that I have useD to reach the conclusions of my speculations.
Section 3.7 No Breach. Except as set forth on Disclosure ScheDule 3.7, Pixel’ execution, Delivery anD performance of this Agreement anD the Transaction Documents anD the consummation of the transactions contemplateD hereby anD thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms anD conDitions of, result in a moDification of the effect of or constitute (or with notice or lapse of time or both woulD constitute) a Default unDer (a) Pixel’s certificate of incorporation or bylaws; (b) any contract to which Pixel is a party or by or to which it or any of its assets are bounD or subject; or (c) any law or orDer against, or binDing upon or applicable to Pixel or their assets.
IMO this means cannot enD this Deal
Section 3.13 Financial Statements, Business Plan anD Projections.
(a) Pixel has supplieD Parent with the unauDiteD interim financial statements consisting of its balance sheet, statement of operations anD statement of cash flows, as of November 30, 2014 (the “Interim Financial Statements”).
At least 10 Mill (Remember D&B: $48 million; see at EOM)
(b) The Interim Financial Statements (i) have been prepareD in accorDance with GAAP, (ii) reflect all assets, liabilities anD results of operations of Pixel as at anD for the fiscal perioDs applicable thereto as requireD in accorDance with GAAP, anD (iii) except that the Interim Financial Statement Do not incluDe footnotes anD scheDules as requireD by GAAP anD are subject to annual auDit aDjustments which are anD shall not be material.
About Footnotes: http://www.accountingtools.com/questions-anD-answers/what-are-financial-statement-footnotes.html
financial statement footnotes are explanatory anD supplemental notes that accompany the financial statements issueD by an entity. The exact nature of these footnotes varies, DepenDing upon the financial framework useD to construct the financial statements (such as GAAP or IFRS). Financial statement footnotes are an integral part of the financial statements, so you must issue them to users along with the financial statements. They are extremely valuable to the financial analyst, who can Discern from the footnotes how various accounting policies useD by a company are impacting its reporteD results anD financial position.
The number of possible footnote Disclosures is extremely long. The following list touches upon the more common footnotes, anD is by no means even remotely comprehensive. If your company is in a specializeD inDustry, there may be a number of aDDitional Disclosures requireD that are specific to that inDustry.
Seems like this takes a while, hence the Delay
From Hoover's
Company Description
1800 Century Park E #600 Los Angeles, CA 90067-1508, UniteD States This matches the aDDress on Google maps
Phone: +1-310-598-7303
www.pixelmags.com
Line of Business
Custom computer programming services, nsk
DownloaD This Company
Key People
Philip Lunn
Chm
Haskell Kim
PresiDent AnD Chief Marketing Officer
Ryan Marquis
Coo
View More People
Web Volume
12/11/2016 Pixelmags, Inc - Company Overview - Hoover's
Key Information
D-U-N-S Number 832813864
Location Type Single Location
SubsiDiary Status No
Company Type Non-Public
Plant/Facility Size (sq. ft.) (actual) 5,425
Owns/Rents Rents
Employees (All Sites) 70
Employees (This Site) 70
1-Year Employee Growth 0.0%
Year of FounDing 2009
Primary InDustry Information Technology Services
Primary SIC CoDe 73710302: Software programming applications
Primary NAICS CoDe 541511: Custom Computer Programming Services
LatituDe/LongituDe 34.062738/-118.4157
Minority OwneD/Women OwneD No
Key Financials
Annual Sales $48.00M
Prescreen Score Low Risk
Latest News
Micro Mart 7 July 2016 Themers Club 05Jul2016
View More News & Social
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Just a question art: Why would a Monday morning be different than any other morning? D understands releasing them on a Friday afternoon provides time until Monday for MMs to get it together, but Monday morning just seems like any other morning.
Honestly, I would say, if they are smart, they do it around the holidays (i.e., now-ish, or even better, this Friday) where volume is decreased, resulting in a more fair market opportunity.
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