Solaris Power Cells Inc (fka SPCL)

[DwyaneMcRoberts]

Here is my entire conversation with Steven: Everything looks just fine; Read from the bottom up. That's the order of the conversation.

Begin forwarded message:
From: Steven Goh <[e-mail]> Subject: Re: MIG SPCL Merger
Date: April 26, 2017 at 9:50:10 PM CDT To: xxx

hi xxx yes.
i think there's a happy ending for everyone.
out in a change in the financing environment in australia and an accident with a bridge financing, that wiped out our working capital and collapsed our sales and carried our share price down .
our sense is that being part of a company where it can all be funded properly, we may be able to contribute to SPCL's valuation with the full company's value in the future ..
but time will tell. regards
Steve
--
Steven Goh
CEO & Cofounder migme limited (ASX:MIG)
migme: @crazygrape
twitter: @crazygrape
skype: @crazygrape
linkedin: https://sg.linkedin.com/in/stevengoh
Quote:
"Success comes in cans, not in can'ts" - anon
This message is for the named person's use only. It may contain confidential, proprietary orlegally privileged information. No confidentiality or privilege is waived or lost by any mistransmission. If you receive this message in error, please immediately delete it and all copies of it from your system and notify the sender.
On Thu, Apr 27, 2017 at 10:32 AM, xxxx wrote: Great thanks!
migme's valuation was around USD$300m last year and we got caught

The SPCL share setup is just kind of in the dark right now because of delinquency, which I understand is being addressed as we speak. I assume their notes won’t be converted for some time.
I would imagine there will be some sort of reverse split? Do you have any insight on that. Previously it was outlined to be 1/100 to get to a 4 dollar minimum for the NASDAQ, and I see that these two companies together, once cashflow positive belong in that rank. Is NASDAQ or AMEX still the goal?
Sorry for all the questions, but this acquisition just really caught my attention.
xxxx

On Apr 26, 2017, at 9:23 PM, Steven Goh <[e-mail]> wrote:
thanks xxx
most of it is through a set of convertible notes on their side, that they have to convert as well.
the best guide to their share price is IMHO through marketwatch which seems to get at least their public float numbers right .
we're excited . reality is that in australia a small shift back to mining and we've been in cascading failure most of last year . no capital, can't do sales . can't do sales and you can see that hit our results . opening the door to usa capital markets means the company has oxygen again and can function .
steve
--
Steven Goh
CEO & Cofounder migme limited (ASX:MIG)
migme: @crazygrape
twitter: @crazygrape
skype: @crazygrape
linkedin: https://sg.linkedin.com/in/stevengoh
Quote:
"Success comes in cans, not in can'ts" - anon
This message is for the named person's use only. It may contain confidential, proprietary orlegally privileged information. No confidentiality or privilege is waived or lost by any mistransmission. If you receive this message in error, please immediately delete it and all copies of it from your system and notify the sender.
On Thu, Apr 27, 2017 at 10:20 AM, xxxx wrote: Steven
Do you happen to know if the 11 billion is already issued or just authorized.
This is quite an exciting merger! US markets should love the blend of Mig and Pixel intellectual property!

Thanks
xxx
On Apr 26, 2017, at 8:12 PM, Steven Goh <[e-mail]> wrote: hi xxx
thanks for the email.
we did diligence the company and yes, they do have a cap structure with an effective 11bn or so shares on issue. we're working with them as well to get all the filings up to date.
post the transaction, we are looking at a possible share consolidation and improving the listing of the company. steve
--
Steven Goh
CEO & Cofounder migme limited (ASX:MIG)
migme: @crazygrape
twitter: @crazygrape
skype: @crazygrape
linkedin: https://sg.linkedin.com/in/stevengoh
Quote:
"Success comes in cans, not in can'ts" - anon
This message is for the named person's use only. It may contain confidential, proprietary orlegally privileged information. No confidentiality or privilege is waived or lost by any mistransmission. If you receive this message in error, please immediately delete it and all copies of it from your system and notify the sender.
On Thu, Apr 27, 2017 at 4:56 AM, xxxx wrote: Hi:
In Mig’s recent ASX release it is stated that Solaris is to acquire 100% of the issued capital of Project Goth, Inc. including all the Company’s intellectual property, in consideration for the issue of 5,081,210,431 Solaris shares and, Solaris will issue a further 4,064,968,345 shares for an Employee Share Options Scheme.
The release also says, Solaris’s fully diluted issued capital is currently 11,178,662,949 shares and Following the transaction, migme’s key employees and associates may be issued up to 20% of the of the fully-diluted issued capital in Solaris through the ESOP and migme Limited and the convertible note holder(s) will have 25% of the Solaris fully diluted capital.

So are we looking at about 20 billion shares. Also the May 8k says their are 2.17 billion authorized and 1.8 billion outstanding. How did we get to 11 billion? Are these numbers even correct. The press release is just a little scatter- brained so I’m just looking for some clarification.
Any insight would be appreciated. Thanks,
xxx