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Solaris Power Cells Inc. (SPCL)

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Last Post: 1/23/2017 10:43:46 PM - Followers: 516 - Board type: Free - Posts Today: 1

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: Current Report Filing (8-k) 12/01/2016 05:22:35 PM
SPCL News: Making Aggressive Expansion Moves Analyst Review 09/27/2016 08:00:00 AM
SPCL News: Multi Billion Dollar Alternative Fuel Sector Headlined By Improving Natural Gas Advancements & Enhanced Hydrogen Production 09/13/2016 08:30:00 AM
SPCL News: Thinspace Technology, Inc. (OTC Pink: THNS) In Line with Citrix Systems (NASDAQ: CTXS) and 400% Growth Projected for 2017 09/13/2016 07:10:00 AM
SPCL News: Hydrogen Production Technology for Natural Gas Production Adds to Revenue Growth Opportunities in Alternative Fuels Sector 09/07/2016 08:30:00 AM
#55555  Sticky Note It's all there for people to see.... INSTATRADER 01/18/17 07:32:00 AM
#52692  Sticky Note *SPCL FULL DD PACKAGE* INSTATRADER 01/05/17 07:57:55 AM
#46559  Sticky Note The Risk vs The Reward art35 12/14/16 09:53:33 PM
#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
#57089   Yeah we don't know anything yet except they ysung 01/24/17 12:03:21 AM
#57088   Patience my friend. Your tone leads me to watchful eye 33 01/23/17 10:43:46 PM
#57087   'Jerry' 'Jerry' is our man! If he can't Backstabbed 01/23/17 10:42:11 PM
#57086   30 Jan in 4 days. Weeeeeeeeeeeeeeeeee DollarTIME 01/23/17 10:38:25 PM
#57085   Says .26 coming soon LOL DollarTIME 01/23/17 10:38:25 PM
#57084   All this mean nothing until freaking Financial comes out ysung 01/23/17 10:15:52 PM
#57083   Never know what going happen! Can't determine which KTrader 01/23/17 09:55:12 PM
#57082   Doesn't mean a thing lol. Giving false hope Jerry32 01/23/17 09:38:58 PM
#57081   Love how the ask is parked at $0.26 Backstabbed 01/23/17 09:26:44 PM
#57080   You're back Jerry! There's still time to flip runup 01/23/17 08:53:23 PM
#57079   I have Avery strong feeling that the PixelMags watchful eye 33 01/23/17 08:50:50 PM
#57078   That is just it! SHARES ARE LOCKED.. period. tzebedee 01/23/17 08:16:56 PM
#57077   We still have the power Baby! As Myth watchful eye 33 01/23/17 08:07:56 PM
#57075   Looking at a cached version from December, I HaroldZoid 01/23/17 07:32:24 PM
#57073   PixelMags is a multi million dollar private Pian0wire 01/23/17 07:20:47 PM
#57072   F$ck yeah me neither!!! The way to go Castro_Inc 01/23/17 07:20:12 PM
#57070   In your opinion he was quite clear. Come ford7319 01/23/17 07:04:04 PM
#57069   Lovatt was quite clear in distancing himself from lineItemVeto 01/23/17 06:59:59 PM
#57067   Stupid idiotic SPCL/VERT?PIXEL leadership. You are saying it lineItemVeto 01/23/17 06:57:45 PM
#57065   This will be red all week. Gonna get Jerry32 01/23/17 06:13:34 PM
#57064   Locked and loading here watchful LongFutureShot 01/23/17 06:12:52 PM
#57063   The CEO of a company would only use ford7319 01/23/17 06:03:32 PM
#57060   That's right Watchful. But no worries champ, we ford7319 01/23/17 05:47:07 PM
#57059   What's the deal with all the tiny bitch watchful eye 33 01/23/17 05:41:20 PM
#57058   Oops, SPCL 8K Pocket Games is a typo. swingingRichard 01/23/17 05:38:45 PM
#57055   Damn where the f are the fins ?? ysung 01/23/17 05:32:47 PM
#57054 kkorinek 01/23/17 05:32:21 PM
#57050   Jeez. I thought we were supposed to be Fasstcat 01/23/17 04:46:59 PM
#57049   Open .0070 Close .0090 ScottAllen 01/23/17 04:37:33 PM
#57048   Pennyland tomorrow jmo gulf shores man 01/23/17 04:32:59 PM
#57046   Ha! True. I like it. $SPCL runup 01/23/17 04:21:01 PM
#57045   Closed RED, PINK, PURPLE, YELLOW, RAINBOW, UNICORN, GOBLIN, chakalalaBoom 01/23/17 04:12:36 PM
#57044   Due to circumstance under Vert's control, there will lineItemVeto 01/23/17 04:11:52 PM
#57043   Great Day!!!Good volume stock held up during early gulf shores man 01/23/17 04:02:36 PM
#57042   Sorry, close at 0.0090. Let see any Fins KTrader 01/23/17 04:01:42 PM
#57041   Bump to 95 kevgan9 01/23/17 03:59:40 PM
#57040   Sorry, not today turn down in red as KTrader 01/23/17 03:59:14 PM
#57039   TIC TOC!!!! Love it LJ Silver 01/23/17 03:55:11 PM
#57038   They're buying em' and putting em back on tzebedee 01/23/17 03:52:37 PM
#57037   Do we have to call a penny painter LOL joma 01/23/17 03:50:24 PM
#57036   Push to 0.01 before close kevgan9 01/23/17 03:49:53 PM
#57035   Looking very strong Baby!!! watchful eye 33 01/23/17 03:47:59 PM
#57034   31 928K left at 0,0095 apocalypsenow73 01/23/17 03:47:41 PM
#57033   Watch you are so right, Mine stays with joma 01/23/17 03:45:46 PM
#57032   Don't worry you will see it today or KTrader 01/23/17 03:44:12 PM
#57031   Long investors are loading all they can under watchful eye 33 01/23/17 03:42:57 PM
#57030   Waiting for,,,,....10-K 10-Q 10-Q 10-Q 10-K lineItemVeto 01/23/17 03:42:05 PM
#57029   Come on baby let push up above 0.01 KTrader 01/23/17 03:30:55 PM
#57028   Wow! apocalypsenow73 01/23/17 03:29:07 PM
#57027   Nice buy going ! apocalypsenow73 01/23/17 03:21:21 PM