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Solaris Power Cells Inc. (SPCL)

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Last Post: 4/29/2017 7:29:38 AM - Followers: 603 - Board type: Free - Posts Today: 12

SPCL / Pixel Mags Inc. RM transaction closed

POTENTIAL PPS IS ABOVE .35(very conservative) 

Read below post on Pixelmags revenues and potential PPS: 


*****Watch PixelMags Inc. 5 story VIDEOS and WEBSITE here*****

Pixelmags Website ;

 PixelMags Story Video below





*****Summary Till Date. These are Facts-MUST READ DD***** 

Below DD every word is done by 'xyz1002'. I re-wrote it and removed those words which are off-topic. 

1) The merger between SPCL and PixelMags ( ) is complete (DONE) 

2) So far this merger is done 100% by the books – EXACTLY as laid out in the original May 8K 

3) The remaining legal entity as of now is the publicly traded stock SPCL which is nothing but the business of PixelMags 

4) As per the 8K, NVSOS OS was updated to 217M which will be the OS after the 1:100 RS which is perfectly legal. Nothing wrong with that. 

5) New CEO was appointed 

6) 3 new Directors appointed 

7) The STOP sign was removed recently 

8) There is no debt carried from PixelMags. 

9) PixelMags was funded by Vert. See here ( ) 

10) The $6M 2019 SPCL note was issued to Vert for that investment which is a standard convertible note in the Startup world. See here ( ) 

11) The reason it is a SPCL note is because currently the remaining legal entity is SPCL. SPCL is PixelMags. PixelMags shares are no longer relevant 

12) Those 2019 notes will be converted to preferred shares at some point in the future which happens all the time.

13) The company will file the finances very soon as they have already mentioned in the recent 8K that the RS will happen before Jan 31 

14) Once the finances are filed, the company will apply for a ticker change and RS 

15) The plan is to Up-list after the RS. 

My Opinion: 

16) As a shareholder all that we care about is the pps which in turn depends on the valuation of PixelMags 

17) The only question remains is How much is PixelMags worth now. Divide that by OS and you get a pps number

18) No one knows the revenue numbers. But 3 different 3rd parties have mentioned $48M as their last number 

19) I work in Startups and pretty familiar with valuation. I am part of the LA Startup community and this is a well-known company. 

20) PixelMags is a real Tech company with lots of smart engineers. 

21) The number of employees from 3rd party sites mentioned is somewhere between 32 confirmed to 200 not confirmed. This is a solid Tech company in my view 

22) These engineers are worth a lot. Google, Apple, Facebook etc. do what is called Acquhire paying hundreds of millions of $$ just to get the engineers. 

23) They have tremendous partnership and distribution channel with all the top magazines which is worth a lot. 

24) Revenue and profits would be nice but are not that a big deal for valuing a company when it comes to a growing startup. Amazon, Uber, Whatsapp, Snapchat….just look at their early years. 

25) The current revenue number is of interest but what I really care about are : traction, User retention, % user conversion to paid customers and PROJECTED GROWTH rate 

26) Based on my more than 17 years of work in Startup world and without any numbers to go by, if I have to make a guess, this would be valued way more than $360M at this point. 

27) My gut says this may get over $900M valuation if they give good numbers in all metrics. 

28) Even $360M translates to $0.20 pps right now. Cut it by half and $0.10 is more than 13X from here 

29) But there will be only 18M OS after the RS and a float of below 3-4M shares 

30) My guess is that they will go for a secondary offering soon after the up-listing. Vert is also a merchant bank, meaning they must have lined up investors for the secondary by now. 

31) There is ZERO evidence to suggest that this is a share selling scam. I mean a big fat ZERO. 

32) This is a Tech Startup. Period! 

Update: ESO Shares-PixelMags has top notch Engineers with ESO shares same as yours and mine 

1) I just found out that PixelMags has top notch Engineers (ex-Google, MySpace) 

2) Why It is so Important: All these employees have ESO shares which are original shares of PixelMags. When it is all said and done their shares will be the same common shares as yours and mine. 

3) The standard practice is for ESO shares to be vested over 4 years. Since PixelMags was started in 2009, my guess is, if not all, most of these ESO are already 100% vested by now. 

4) These guys are not hanging out all these years to get nothing. 

5) In fact most of these employees must be expecting millions or tens of millions of $$ from ESO 

6) Those who don't know Google and Apple have opened big time offices in LA in recent years and dying for Engineers. And don't forget that SnapChat is in so dire need of engineers that they have people in Silicon Valley only to steal engineers from Facebook, Apple, Google. 

7) In other words if they wanted to jump ships, all these PixelMags engineers could have left any day with big paychecks, ESO and sign-in bonus. But they are hanging in with PixelMags 

8) Some 3rd party sites suggest that PixelMags has 200 employees, other suggest that they have 70 employees, one site has confirmed 32 employees. My LinkedIn shows at least 16 existing employees in my network. 

9) The bottom line is, no matter how you cut it, this is a serious Tech company in business. This is NOT a stinky pinky that some here seems to be suggesting. 

P.S: ESO=Employee Stock Option 

Good Luck. 

Merry Christmas and Happy New Year. 

Good Luck all! 


On 5/23, we saw an 8k outlining a share swap/Reverse Merger that places PixelMags ( into the SPCL shell. Pixelmags is a content creation and distribution company that is described in the pixelmags story (, the "world's largest digital distribution company." 

What they do is provide print publications (magazines,catalogs, other) reformatting services and a distribution system so those magazines can be read across several platforms--apple, android, PC, and soon the new blackberry. They also allow people to upload and publish their own original content for distribution. The have revenues from content creation, content distribution, ads, and, of course, user data. 

This is under the radar by design. From the Share Exhange Agreement: 


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 will give some insight into their market: Pixelmags media kit: 


Here are two links for insight into the demand for digital magazines and catalogs: 

1) "Digital Magazine Publishing to Exceed $35 Billion by 2020" 

Here is another source for the digital magazine market projections: 

From the article: 

According to Soumya Mutsuddi, a lead research analyst at Technavio for publishing and advertising, “The digital magazine platform is expected to grow from 14% in 2015 to 35% in 2020 in the global magazine publishing market. The number of digital magazine subscriptions is anticipated to increase due to the increased preference for digital platforms.” 

2) "Digital Editions Gain Market Share" 

Considering Pixelmags is the "world's largest digital content distributor" with some of the biggest names in publishing as clients, this article should make longs here smile. 

The article addresses two areas in which Pixelmags excels: first, that readers want a more immersive experience with added features in the digital versions; and second, that readers want value in addition to those features. Pixelmags provides both the added features and a subscription plan that reduces cost per magazine to less than the print versions. 


They are serious about getting this deal right. They intend to uplist, as mentioned in the Share Exchange Agreement: 
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. 


I have watched the officer list closely and have followed Michael Pope's LinkedIn page. He signed the 8k as "president" of Pixelmags and had that title on his Linked in page UNTIL mid July. Adam Levin signed the 8k for Pixel Holdings, Inc. (make sense, since the February VC2 / Vert swap with Pixel Holdings, Inc.) 

Michael Pope is managing director of Vert Capital (remember above, Vert / Pixel Holdings, Inc swap. then Pixel Holdings / SPCL swap. He is also president of Boxlight/Mimio. 

A Vert Capital Associate (since March 2015), Kip Madden is COO of PixelMags (since April 2015). He was still COO. That is easy to confirm. I called the L.A. office and asked. That Madden remains COO make sense to me--why disrupt daily operations? That Pope no longer lists PixelMags on his linkedIn also makes sense and is, to me, evidence that this is following the plan and in process. See below. 

What does this tell us? Well, the Share Exchange Agreement (before the 8k), tells us this: 
5.8 Resignations. On the Closing Date, the Company shall deliver to Solaris, the resignations of all Persons who held positions as members of the board of directors of the Company and were in office immediately prior to the Closing. 

Here is the Share Exchange Agreement: 

So, this all seems to be going as planned, and considering the timeline, the increase in bids, and the volume and accumulation, IMO we will know MUCH more VERY soon.. 


Links to information, including 8k: 

Pixelmags website 

Watch the Pixelmags story here: 

Pixelmags media kit: 

Pixelmags Readr page and video (scroll down for the video) 

8k of 5/23: 

Share Exchange agreement: 

Other documents and contracts:





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Current Price
Bid Ask Day's Range
SPCL News: Solaris Continues Plan to Roll-Up Undervalued Accretive Media Assets 04/20/2017 12:45:00 PM
SPCL News: Positive 2017 Outlook for Four OTC Companies and Traders News is Initiating New Coverage 02/01/2017 11:00:00 AM
SPCL News: Current Report Filing (8-k) 12/01/2016 05:22:35 PM
#76179  Sticky Note multi Billion Co $ is now Involved balamidas 04/21/17 08:28:30 AM
#75984  Sticky Note SPCL DD INSTATRADER 04/20/17 06:36:55 PM
#57453  Sticky Note Folks, you might want to refresh your understanding IH Admin [Edward] 01/25/17 08:51:09 AM
#42946  Sticky Note ***Watch PixelMags Inc. story Videos-iOS Apps List-Media Kit-and-Website*** DollarTIME 12/05/16 11:15:52 PM
#42309  Sticky Note Says Oringer's been indemnified... Also appears that Insight phofasho 12/05/16 12:52:06 PM
#77984   This dog just don't know how to hunt !! ysung 04/29/17 07:29:38 AM
#77983   I never said MMs were scared or that hobowilly 04/29/17 01:35:33 AM
#77982   dude could really care less, I'm grabbing a kilquote 04/29/17 12:28:35 AM
#77981   You are starting to see I am right daveymoore 04/29/17 12:26:39 AM
#77980   oh I see you never ever have except kilquote 04/29/17 12:25:17 AM
#77979   You falsely claimed I always say sell sir. daveymoore 04/29/17 12:25:17 AM
#77978   Exactly no negative posts other than SPCL DUH daveymoore 04/29/17 12:23:57 AM
#77977   hmm, must just be me. kilquote 04/29/17 12:21:37 AM
#77976   Fortunately my posts, like everyone's can be reviewed. daveymoore 04/29/17 12:16:22 AM
#77972   I'd buy SPCL right here, IMO SOLAR SOARS Chartmaster 04/28/17 11:49:46 PM
#77971   And High Volume Key Reversal 4/20, marks low Chartmaster 04/28/17 11:47:14 PM
#77970   Here's the technicals, the price is sitting right Chartmaster 04/28/17 11:43:09 PM
#77969   Ok, I've been thinking about this... INSTATRADER 04/28/17 10:59:32 PM
#77968   Yep that was me.. got my fill today! thankyou12 04/28/17 10:44:56 PM
#77967   Since December, I've added twice a month and averytheindian 04/28/17 09:01:13 PM
#77966   Apology for late reply -- I didn't see farah2015 04/28/17 07:35:03 PM
#77964   or held it when it was at 500$! tzebedee 04/28/17 07:09:17 PM
#77963   I agree! runup 04/28/17 05:59:34 PM
#77962   Like I said Neil knew what he was Pugilista 04/28/17 05:43:44 PM
#77961   T-Form trade. MM's sometimes hide there shares Colworth 04/28/17 05:16:12 PM
#77960   Obvious mm desperation and crazy insane manipulation today hobowilly 04/28/17 05:13:40 PM
#77958   That is interesting. More and more to this Pugilista 04/28/17 04:25:22 PM
#77957   What's the rush? Pugilista 04/28/17 04:23:52 PM
#77956   4.1 mil after hours trade... PH4RM4C3UT1C4LS 04/28/17 04:20:17 PM
#77954   Hey all, frustration looks like sarcasm from time Batfish 681 04/28/17 04:17:29 PM
#77953   Whoa. Migshop? Interesting. Thanks! runup 04/28/17 03:50:04 PM
#77952   *are Fasstcat 04/28/17 03:42:52 PM
#77951   Good Luck All spcL lineItemVeto 04/28/17 03:41:17 PM
#77950   Financials are coming in May, that's right May Gotmilk97 04/28/17 03:40:07 PM
#77949   Let's hope this is the case. Looking forward---> DJPele 04/28/17 03:29:16 PM
#77948   The press release says by June; but NK averytheindian 04/28/17 03:28:14 PM
#77947   Bat, I believe you mean June 15th. As per DJPele 04/28/17 03:18:41 PM
#77946   I think we will have a strong close? Batfish 681 04/28/17 03:17:42 PM
#77944   All bids getting filled today! Remember is it tractor4sale 04/28/17 02:57:39 PM
#77943   Why yes it does!! Another piece of the puzzle? GLTY $$$$$$$$$SPCL/Pixelmags$$$ BigBri72 04/28/17 02:53:51 PM
#77942   Anyone in Indonesia? Perhaps you need some athletic gear. THESURF2014 04/28/17 02:47:41 PM
#77941   . . . . there hobowilly 04/28/17 02:34:25 PM
#77940   or this would have crashed back down to 0.0001 Backstabbed 04/28/17 02:26:05 PM
#77938   ;-) RisingMT 04/28/17 02:22:59 PM
#77937   Yeah, on or about June, sure. ;-) hobowilly 04/28/17 02:19:00 PM
#77936   Yeah gonna be exciting especially the closer we Pugilista 04/28/17 02:03:26 PM
#77935   Hey Davie boy don't you know what long kirk4 04/28/17 01:56:22 PM
#77934   I am not surprised. EOM. TonyJoe1957 04/28/17 01:36:59 PM
#77933   whizknock: Appreciate the feedback! Am looking forward to BadgerRed 04/28/17 01:35:42 PM
#77932   Thank, That you? back for more? I am itching snupoled 04/28/17 01:33:22 PM
#77931   nice tight trading range! This is ready to Backstabbed 04/28/17 01:31:22 PM
#77930   Good Job with the D factor. Some DOL$ whizknock 04/28/17 01:02:25 PM
#77929   SOMEBODY COME FILL MY ORDER!!! MY ADDRESS IS thankyou12 04/28/17 12:47:56 PM
#77928   whizknock: Thanks for thinking of me and the BadgerRed 04/28/17 12:41:40 PM
#77927   It appears to be a technical/computer issue .... saturn_five 04/28/17 12:31:44 PM