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Solaris Power Cells Inc. (SPCL)

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Last Post: 3/29/2017 6:42:49 PM - Followers: 544 - Board type: Free - Posts Today: 242

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
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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
#69004  Sticky Note elcochino6 03/14/17 09:45:25 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
#72932   They continued to halt forward progress by putting tractor4sale 03/29/17 06:42:49 PM
#72931   I say SPCL is golden, you say SPCL Fasstcat 03/29/17 06:35:53 PM
#72930   Says who "you" lmao. Pixel is garbage. And Jerry32 03/29/17 06:33:22 PM
#72929   Transfers. Once fins come out they will have Fasstcat 03/29/17 06:30:27 PM
#72928   From the sells that have been going on Jerry32 03/29/17 06:28:01 PM
#72927   Hopefully this guy answers soon. I'm growing impatient up2parTrader 03/29/17 06:27:01 PM
#72924   SPCL will explode IMO when these long awaited Fasstcat 03/29/17 06:12:09 PM
#72917   Betting against SPCL would be assasinine Fasstcat 03/29/17 05:58:21 PM
#72916   You're a joke kkorinek 03/29/17 05:57:38 PM
#72914   Takes brains to decipher what one is meaning Pian0wire 03/29/17 05:53:07 PM
#72913   SPCL likes Thursdays, right?!?!?? Neil, are you there, elcochino6 03/29/17 05:44:21 PM
#72912   ....but like you said, our Vert boys love Fasstcat 03/29/17 05:43:05 PM
#72911   Finz are technically due tomorrow. Nt-10k is due DwyaneMcRoberts 03/29/17 05:41:25 PM
#72910   Are we thinking that we get the NT Prodigy 03/29/17 05:35:05 PM
#72909   The FINs better be great if people who kilquote 03/29/17 05:17:23 PM
#72908   I tried to flush 40 mil down the DwyaneMcRoberts 03/29/17 05:14:02 PM
#72907   I Agree Corporate owes the investors big time!!!!!!! watchful eye 33 03/29/17 05:13:31 PM
#72906   fair enough kilquote 03/29/17 05:06:15 PM
#72905   I like how you didn't reply to what Jerry32 03/29/17 05:05:11 PM
#72904   LOL PIXELMAGS worth the wait ,havin fun Spuds McKenz66 03/29/17 05:01:13 PM
#72902   Couple of more huge sells. If it's not Jerry32 03/29/17 04:56:29 PM
#72901   Google alert just came I. For article yesterday March elcochino6 03/29/17 04:56:19 PM
#72900   SOLID PIXELMAGS Spuds McKenz66 03/29/17 04:56:01 PM
#72898   Sorry for delayed reply. But Ya, Retail is VEGAS BABY 03/29/17 04:52:00 PM
#72897   It was listed in VC2s (Vert's LA branch) DwyaneMcRoberts 03/29/17 04:48:53 PM
#72896   Shouldn't PixelMags be listed in Vert's portfolio? TimBobDotCom 03/29/17 04:47:32 PM
#72895   Shouldn't PixelMags be listed in Vert's portfolio? kilquote 03/29/17 04:38:11 PM
#72894   Weebly??? Okay, so I just noticed that Vert's website TimBobDotCom 03/29/17 04:32:27 PM
#72893   Your comment just now Vegas tells me retail watchful eye 33 03/29/17 04:31:58 PM
#72892   cool. VEGAS BABY 03/29/17 04:20:32 PM
#72891   Thank you! Good luck with your trades my specutator 03/29/17 04:17:39 PM
#72890   yes, thanks. cookeMonster 03/29/17 04:11:13 PM
#72889   WRONG. Does this really need to be explained? BigB111 03/29/17 04:09:51 PM
#72888   Not So Concerned w/46 Mil Sold, Means Someone VEGAS BABY 03/29/17 04:09:41 PM
#72887   I didn't do it to mess with people, Fasstcat 03/29/17 04:06:13 PM
#72886   Good luck with your trades my friend. watchful eye 33 03/29/17 04:04:43 PM
#72885   Well, not too bad. hobowilly 03/29/17 04:03:27 PM
#72884   Or, it could mean nothing. The last TimBobDotCom 03/29/17 04:03:25 PM
#72883   Hello Everyone ...L2 is not ready .....maybe tomorrow !!! farah2015 03/29/17 04:01:59 PM
#72882   46 mil sold and 4 mil bought, isnt cookeMonster 03/29/17 04:01:45 PM
#72881   911 trade mean news coming out soon could KTrader 03/29/17 04:00:58 PM
#72880   so Any financial data released today ? cookeMonster 03/29/17 04:00:29 PM
#72879   50 ++ MIL Vol. News After Hrs Today.. VEGAS BABY 03/29/17 04:00:13 PM
#72878   Do you actually think another 15 days is TimBobDotCom 03/29/17 03:59:36 PM
#72877   Yes, I think so: Do you actually think specutator 03/29/17 03:53:10 PM
#72874   Too funny Baby!!! 99 call the painter Baby!!! watchful eye 33 03/29/17 03:45:31 PM
#72873   We have been waiting here at PixelMags forever. watchful eye 33 03/29/17 03:41:59 PM
#72872   no trade mean something going on here will KTrader 03/29/17 03:28:45 PM
#72871   buy and hold Spuds McKenz66 03/29/17 03:27:39 PM
#72870   They still owe the SEC a 10-K from TimBobDotCom 03/29/17 03:25:31 PM