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TenKay

08/27/19 1:02 PM

#25242 RE: was16 #25223

Usually when an S-1 or 10-12g goes “effective” the correspondence between the SEC and the registrant is uploaded to Edgar assuming comments have been cleared. That hasn’t happened even though the 10-12g was filed in September last year with the last amended filing in Dec. That means it has been effective for at least six months. However, correspondence is not uploaded which strongly suggests that comments have not been cleared.

Therein lies the issue. While it is possible that some comments may not have been cleared when it automatically went effective after 60 days, it is highly unusual for it to go on this long...and usually the SEC will recommend pulling the 10-12g and starting over to avoid referral to the Division of Enforcement, because SEC likes all issues to be address by the time the Form 10 goes effective.

But they haven’t withdrawn it either. So something is still hanging out there.

As for the Reg S-X financials, they were due 75 days after the closing of the acquisition. There is no extension nor is there any exemption available to Solei for those.