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SPCL is no longer a company; an empty shell. The CEO has voluntarily resigned as requested by 8K as well.
There is no "dilution".
A legal filing submitted to the State of Nevada is a direct representation of the progress this Merger is making.
That filing, that SOLE legal filing, is CONCLUSIVE evidence of that.
If the Merger failed, a legal filing of that caliber would not have been submitted.
What Nevada "thinks" is Irrelevant. The filing being submitted and SPCL returning to "ACTIVE" while it's an empty shell speaks volumes.
SPCL is moving forward. That cannot be refuted.
Ok, how about the updated Nevada filings?
Changed from "INACTIVE" TO "ACTIVE".
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=24uUSGFwtG9LWMfRZzvvhg%253d%253d
3 new appointed officers with ties to Vert Capital.
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=24uUSGFwtG9LWMfRZzvvhg%253d%253d&CorpName=SOLARIS+POWER+CELLS%2c+INC
BTW, that is a legal filing submitted to the Secretary of Nevada.
I'll take that over an email.
I agree.
PPS at these levels, coupled with new DD acquired on this board is a steal.
LONGS: only request I have is you spare some shares for me next week.
I wrote that post incorrectly.
We need MORE true DD. Essentially, continue the good work this board has done.
Looking forward to this completion. Once this Merger hits...
Game on.
Some work and true DD is in order
That website doesn't know the day to day operations of what's going on here.
I could easily write an article if I so wanted to.
Nothing to worry about.
Still here.
Watching the action.
LOL.
Gonna need a shirt with that once the Merger is completed.
I agree.
NITE has 16 million on the bid.
MM'S trading back and forth.
CDEL has a 22 million blovk on the ask.
Gentlemen, this is MANIPULATION. The PPS is being FORCED down
Well, it could be manipulatuon.
Some just need to trust in their DD. For me, this is a buying opportunity.
This doesn't make ANY sense.
The one true DD we have is the Nevada filings.
Why would they change the filings from "INACTIVE" to "ACTIVE" and update 3 new officers with direct ties to Vert Capital and Pixelmag's?
I think this is a coordinated attack.
Very odd that they would update the Nevada filings and appoint 3 new officers.
I'll wait for the 8k instead.
The email itself is vague and neutral.
Too much attention is being wasted on this email.
HIGHLY disagree.
Nevada filings are legal documents.
Those filings are submitted to Nevada Secretary of State.
You serious?
Correct. It updated to "Active" on the 21st.
I honestly can't answer that because I don't know.
Someone recently stated that the lawyer stated "not today". Maybe that's not insider info since "today" was over.
You could very well be right, but unfortunatley I don't have the knowledge to provide insight.
There's an active 8-K encompassing this Reverse Merger.
I think we are fine. If that was the case, they wouldn't have placed 3 new officers and updated Nevada filings from "INACTIVE" to "ACTIVE".
The main difference is SPCL was not delinquent during the filing of the 8-K.
As long as the SEC and the company (Pixel) are in contact with the status of the merger things are fine.
There's an active 8-K that encompasses this.
The SEC has a definition of what a shell is:
"We proposed to define the term “shell company” as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents.(25)
(25) As discussed in the proposing release, we intended that a shell company formed solely for the purpose of
changing a company’s domicile or completing a business combination transaction with another company
would fall within the definition of shell company."
From here:
https://www.sec.gov/rules/final/33-8587.pdf
Dead tickers typically receive a stop sign and afterwards they go to the "Grey" market. That's not the case for SPCL since it's a Shell. There's also an active 8-K for it.
I don't know the answer to when a shell can no longer be used. To my understanding, there are many shells on standby until a company decides to pick one up.
Again, for SPCL'S case we have an active 8-K, coupled with updated Nevada filings stating (ACTIVE). The only thing we have to worry about is receiving word of completion or not.
From the 8k:
"6.1 Publicity. No publicity release or announcement concerning this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby shall be issued without advance approval of the form and substance thereof by Holdings except as may otherwise be required by law (in which case the party making such release or announcement will provide concurrent or, if practicable, prior notice to the other Parties hereto)."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Small,
SPCL'S last filings was submitted November 18th, 2015, representing their September 2015 financials.
It has been 1 year since filings from SPCL, because they are a shell. After a year, tickers become delinquent. I'm betting the stop sign came up this past Nov 18th representing said year.
I think people are reading into it too much. The SEC has their 8K. It's a Reverse Merger, that takes time. As long as the Company is in contact with the SEC concerning the Merger, we all are fine.
Nevada filings just updated, with officers who have ties to Vert Capital. We're making progress.
Small,
These are valid questions.
I think I answered it before to another member.
So far, Solaris submitted their 2013, 2014 and 2015 financials, which is stated in the 8k.
Upon completion of the Merger, Pixelmag's will submit their financial's.
SPCL acquired a stop sign because they're a shell; they had nothing to file since September 2015.
The fact that the SEC has this 8k, we can only assume the SEC know what's going on with regards to filings. If the Merger is making forward progress (evidence by Nevada Filings) then a simple STOP sign on an OTC service board shouldn't automatically void the Merger. Especially if SPCL is a shell.
Let me know if I cleared anything up
The DD investors on this board have researched.
Due Diligence investors should conduct. DD Stickied for example.
Granted, investors (myself included) speculated after the Nevada update, it would take 4 days to receive an update.
That was only speculation. Unfortunatley nothing actually stated the update Nevada filing was to "go to".
All in all, the Nevada filing updating was a huge sign that things are progressing.
No, don't get me wrong. The Nevada updates is a great sign that things are progressing.
It's just that this email received a lot of hate, and now it's being glorified. We need to see the header of this email to verify it's validity.
I believe this deals with a seperate annex to the 8k, and not related to the completion of the Reverse Merger, if that's the question at hand.
I think it will be best NOT to promote this email.
Many were negative on it. To support it after its being spun as a positive would be hypocritcal.
So far the Nevada filings have updated. Merger is making forward progress.
Dips are never easy, especially after new highs.
Just need to trust in your DD.
The only way to prove that the email is ligitament is to get the email Header, which hasn't been posted yet after numerous requests.
Who is this attorney?
The majority of this board was negative towards this email because some were spinning it as a negative.
But now it's being spun as a positive and is being accepted? I think we need to stay neutral on this.
Not to discredit the email, but have we decided the email is in fact ligitament?
Imo, I think we will see the same manipulation by CDEL and others.
Hoping for a good day though.
How is this attorney related to Pixelmags again?
I'm thinking the exact same thing.
This is from the SEC website;
https://www.sec.gov/rules/final/33-8587.pdf
"We proposed to define the term “shell company” as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents.(25)
(25): As discussed in the proposing release, we intended that a shell company formed solely for the purpose of changing a company’s domicile or completing a business combination transaction with another company would fall within the definition of shell company."
SPCL ceased running operations, so they wouldn't file to state they are a shell.
1.) No deadlines were stated, at all.
2.) No communications PER 8K:
"6.1 Publicity. No publicity release or announcement concerning this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby shall be issued without advance approval of the form and substance thereof by Holdings except as may otherwise be required by law (in which case the party making such release or announcement will provide concurrent or, if practicable, prior notice to the other Parties hereto)."
This is from the SEC website;
https://www.sec.gov/rules/final/33-8587.pdf
"We proposed to define the term “shell company” as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents.(25)
(25): As discussed in the proposing release, we intended that a shell company formed solely for the purpose of changing a company’s domicile or completing a business combination transaction with another company would fall within the definition of shell company."
SPCL ceased running operations, so they wouldn't file to state they are a shell, IMO.
Great, thanks!
Looking into it