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I was literally just thinking that.
If Monday the 21st did not count since that was the update to the Nevada filings (and if Friday did not count) the garanteed date filings/8k will come out would have to be end of day Wednesday.
Speculation, of course.
SPCL is an empty shell. They are no longer a business, hence no filings.
Pixelmag's, a private company intends on going public using SPCL.
That's when the Reverse Merger is completed.
As of now, we are waiting for that. With the most updated Nevada filings and three new board of directors as of the 21st, the expectation is possibly tonight or EOD tomorrow.
As of now, the DD shows that the Reverse Merger is making progress.
Again, for the 6th time.
From 8k:
4.8 SEC Filings.
"(a) Prior to the date of this Agreement, Solaris has furnished or made available to the Company and Holdings complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, which contained audited balance sheets of Holdings as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the three quarterly periods ended September 30, 2015 and September 30, 2014, and (c) all other reports filed by Solaris under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Solaris Reports”). The Solaris Reports constitute all of the documents required to be filed or furnished by Solaris with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The Solaris Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed."
Another,
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
When is the latest news can come out? Is there a cut off time or could it be any time between now and Pre-Market tomorrow?
Good post
Same here.
Everyone, refresh those tabs. Possible 8k tonight or tomorrow Pre-Market.
PM as well if you find anything new.
Bid whacks, with a wall on the ask.
MM'S attempting to push down imo.
Buys largely outweigh the sells right now.
It's not even a competition.
CDEL appears to be collecting shares.
Negative.
Here is the current halts for today.
http://otce.finra.org/TradeHaltsHistorical
What would make you think that.
A buy came through at 1:30pm EST, no?
Jesus,
SPCL IS an EMPTY SHELL.
This will not matter once the Reverse Mergee is completed.
Small bid sells like these is manipulation.
The day is 24 hours long.
This was allready explained to you.
SPCL is an empty shell. The filings they do not have is 2016 since they are no longer a company.
The 8k allready explained that all filings have been submitted to the SEC with the exception of its 2015. The remaining filings will be submitted upon the completion of the reverse Merger:
"4.8 SEC Filings.
(a) Prior to the date of this Agreement, Solaris has furnished or made available to the Company and Holdings complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, which contained audited balance sheets of Holdings as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the three quarterly periods ended September 30, 2015 and September 30, 2014, and (c) all other reports filed by Solaris under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Solaris Reports”). The Solaris Reports constitute all of the documents required to be filed or furnished by Solaris with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement."
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
I don't know if you got what I was saying.
By all means, some will wait until there is news, but filings is a different story. SPCL is an empty shell. They don't have filings, at least for 2016.
My previous post to you showed that SPCL has submitted all filings except it's 2015 filings. Those will be submitted upon the completion of the Reverse Merger.
The OTC stop sign isn't really valid since everything is presented and acknowledged within the 8k to the SEC. The stop sign will eventually be removed once the Reverse Merger is announced and the rest of the filings are submitted.
Exactly.
DD shows the Reverse Merger is making progress in any case.
The no information is void because of these two reasons:
4.8 SEC Filings.
"(a) Prior to the date of this Agreement, Solaris has furnished or made available to the Company and Holdings complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, which contained audited balance sheets of Holdings as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the three quarterly periods ended September 30, 2015 and September 30, 2014, and (c) all other reports filed by Solaris under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Solaris Reports”). The Solaris Reports constitute all of the documents required to be filed or furnished by Solaris with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement...."
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Because of this 8k, the SEC is aware of the financial status. Pixelmag's is in contact with them.
All remaining financials will be provided upon completion of the SEC.
The enthusiasm on this board is fairly high.
The educated guess for filings is today, based on the updated Nevada filings and new officers that have ties to the Reverse Merger.
Of course, filings may not come today. If it doesn't, it's not the end of the world. The DD shows Forward progress on the completion of the Merger.
Again,
The stop sign represent a lack of filings, yes. But if you read the 8k:
"4.8 SEC Filings.
(a) Prior to the date of this Agreement, Solaris has furnished or made available to the Company and Holdings complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, which contained audited balance sheets of Holdings as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the three quarterly periods ended September 30, 2015 and September 30, 2014, and (c) all other reports filed by Solaris under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Solaris Reports”). The Solaris Reports constitute all of the documents required to be filed or furnished by Solaris with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The Solaris Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Solaris Reports. As of their respective dates, the Solaris Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading."
"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."
This 8k is an official document submitted to the SEC. The SEC is aware of the filing status, AND when the remaining filings will be submitted; upon completion of the Merger.
OTC is merely a quotation service.
EVEN if filings do not come out today, it is not the end of the world.
The DD gathered on this board shows Forward progress on the Reverse Merger.
Art35 posted this a few days ago. It'll be good to read it:
"FWIW
The OTC does not suspend---they are a quotation service--
They are protecting themselves by placing the warning--and making you aware of the risk.
The SEC suspends, and as long as the Company is communicating with them and doing as they ask everything is kopposette."
This is based on opinion. The Due Diligence on this board shows solid confidence on this Merger.
Come now.
The escuse "delinquent filings" have been debunked multiple times.
4.8 SEC Filings.
"(a) Prior to the date of this Agreement, Solaris has furnished or made available to the Company and Holdings complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, which contained audited balance sheets of Holdings as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the three quarterly periods ended September 30, 2015 and September 30, 2014, and (c) all other reports filed by Solaris under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Solaris Reports”). The Solaris Reports constitute all of the documents required to be filed or furnished by Solaris with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The Solaris Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Solaris Reports. As of their respective dates, the Solaris Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading."
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Looking forward to a good week as well
$SPCL/Pixelmags --->
SPCL IS an empty shell.
Pixelmag's will become the new company if/When the merger is completed.
Stop mis-informing investors.
Understandable Trading.
There's a lot of enthusiasm with regards to the Reverse Merger being completed.
Hopefully we see an update tomorrow. If not, it's not the end of the world. So far the DD provided suggests the Merger is making Forward progress.
I don't think that is correct.
Listing Timeline
While it generally takes four to six weeks to process a listing application, this time frame is variable and may be shortened considerably, if the application raises no issues and the company responds quickly to Staff comments.
Week 1. Company submits application for listing and Nasdaq Listing Qualifications Staff begins its
review.
Weeks 2-3. Staff completes its preliminary review and prepares comment letter.
Weeks 3-4. Company addresses any issues raised by Staff.
Weeks 5-6. Staff completes their review and company is approved for listing.
https://www.google.com/url?sa=t&source=web&rct=j&url=https://listingcenter.nasdaq.com/assets/initialguide.pdf&ved=0ahUKEwiwtoP3vsrQAhWH7YMKHTYhCLIQFggnMAE&usg=AFQjCNFrHEbzEJaV5EBWZohJhqGERKZ-AQ&sig2=DmCT80AxOLB81_8e8FIlAw
SPCL is an Empty shell.
Also, per 8k:
4.8 SEC Filings.
Again, for the 10th time, NOT UNTIL COMPLETION OF THE MERGER:
"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
MJ,
By all mean, invest on your discretion. This post is MY honest take on SPCL, along with links to provide factual insight.
This board has collected phenomenal Due Diligence on SPCL and it's impending merger with Pixelmag's, a private digital content company.
SPCL is an empty shell; a business no longer running but still holds a small investor base and share structure. Pixelmag's intends on going public using SPCL as a means to do so.
Here is the 8k submitted to the SEC with regards to the Reverse Merger:
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
In order to go public, a Reverse Split will be occurring. It will not only be splitting the "Outstanding" Shares but also the "Authorized" Shares as such:
1:10 on A/S
1:100 on O/S
Going to post this again, because you missed it the first time.
"The disclosure is filed on Form 8-K and is filed immediately upon completion of the reverse merger transaction."
https://en.m.wikipedia.org/wiki/Reverse_takeover
PER 8K:
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Seriously now.
The DD on this board is phenomenal.
"Vague private company?" Come on now.
Pixelmags is using SPCL to go public.
The Reverse Split is for the potential up listing to NYSE:AMEX or NASDAQ.
"5.2 Boards of Directors. On the Closing Date, Holdings shall have the right to designate three (3) members to the board of directors of Solaris (the “Holdings Designee”) and one member of the board of directors of Solaris shall be designated by the existing management of Solaris (the “Solaris Designee”). Following the Closing Date, Holdings shall select sufficient number of independent directors who shall be persons meeting requirements of independence in accordance with the listing and maintenance rules and regulations of the Nasdaq Capital Markets or the NYSE:Amex relating to the potential uplisting of Solaris Common Stock."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Again, read the 8k:
The SEC is aware of the filing situation with SPCL.
The 8k submitted to the SEC with regards to the Reverse Merger states this:
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Filing will be submitted once the Merger is conpleted.
$SPCL/Pixelmags --->
Excellent post art
The SEC is aware of the filing situation with SPCL.
The 8k submitted to the SEC with regards to the Reverse Merger states this:
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Filing will be submitted once the Merger is conpleted. This, coupled with the latest Nevada filings and updated officer lists (officers who have ties with VC2 Capital) shows strong promise that SPCL/Pixelmags will do just fine.
$SPCL/Pixelmags --->
The SEC is aware of the filing situation with SPCL.
The 8k submitted to the SEC with regards to the Reverse Merger states this:
"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."
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm
Filing will be submitted once the Merger is conpleted. This, coupled with the latest Nevada filings and updated officer lists (officers who have ties with VC2 Capital) shows strong promise that SPCL/Pixelmags will do just fine.
$SPCL/Pixelmags --->
When you have a Reverse Merger with an intent to uplist, it's different.
https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm