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Re: A deleted message

Sunday, 04/09/2017 2:23:46 PM

Sunday, April 09, 2017 2:23:46 PM

Post# of 108592
And, yeah you're right. But I have at least tried to figure out what's occurring and what is occurring is really convoluted. I explained what I think is happening, but I just don't really have a way to be definitive, since the classification of a shell is kinda based on financial records that we don't have access to due to delinquency, we can speculate based off older filings though:

From NASDAQ listing rules

(35) "Reverse Merger" means any transaction whereby an operating company becomes an Exchange Act reporting company by combining, either directly or indirectly, with a shell company which is an Exchange Act reporting company, whether through a reverse merger, exchange offer, or otherwise. However, a Reverse Merger does not include the acquisition of an operating company by a listed company satisfying the requirements of IM-5101-2 or a business combination described in Rule 5110(a). In determining whether a Company is a shell company, Nasdaq will look to a number of factors, including but not limited to: whether the Company is considered a "shell company" as defined in Rule 12b-2 under the Act; what percentage of the Company's assets are active versus passive; whether the Company generates revenues, and if so, whether the revenues are passively or actively generated; whether the Company's expenses are reasonably related to the revenues being generated; how many employees support the Company's revenue-generating business operations; how long the Company has been without material business operations; and whether the Company has publicly announced a plan to begin operating activities or generate revenues, including through a near-term acquisition or transaction.

Here is SEC rule 12b-2

https://www.law.cornell.edu/cfr/text/17/240.12b-2

Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter), that has:
(1) No or nominal operations; and
(2) Either:
(i) No or nominal assets;
(ii) Assets consisting solely of cash and cash equivalents; or
(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.


These things are hard to know because we don't have any real filings. But seems like SPCL was not a shell since SPCL appears to technically be still operating, since Pixel's twitter said that Pixel is operating as a separate entity. Just makes me think that Solaris is also operating as a separate entity.




Now you Dwyane me, now you Dwon't

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