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Solaris Power Cells Inc. (SPCL)

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Last Post: 4/24/2017 6:46:04 PM - Followers: 615 - Board type: Free - Posts Today: 195

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
#77161   Nothing really new.... Fasstcat 04/24/17 06:46:04 PM
#77160   Be cool Holmes no problem! Pugilista 04/24/17 06:45:58 PM
#77159   Ya, For Sure. I agree, they ARE going VEGAS BABY 04/24/17 06:44:30 PM
#77158   Hahahahahaha!! Fasstcat 04/24/17 06:42:47 PM
#77157   They are gonna become current pretty soon. They Pugilista 04/24/17 06:41:55 PM
#77156   YOUR 15 FOLLOWERS THANK YOU....LOL xmancometh7 04/24/17 06:41:26 PM
#77155   All 15 of them said thanks for the info The Rainmaker 04/24/17 06:39:03 PM
#77154   This is how I took it as well. DwyaneMcRoberts 04/24/17 06:34:38 PM
#77153   All my followers, till we get the financials, gulf shores man 04/24/17 06:31:23 PM
#77152   Yikes! It seems like that avenue would piss Fasstcat 04/24/17 06:30:52 PM
#77151   Solaris Power Cells Inc (OTCMKTS:SPCL) is in Acquisition Mode VEGAS BABY 04/24/17 06:28:51 PM
#77150   my apologies then. kilquote 04/24/17 06:27:56 PM
#77149   I know for a fact that when I RedDevilz 04/24/17 06:27:35 PM
#77148   From Insider Financial "Cash is always going to gulf shores man 04/24/17 06:27:27 PM
#77147   I didn't even notice that! Certainly good for Pugilista 04/24/17 06:26:52 PM
#77146   Until I see it on the edgar filings, gulf shores man 04/24/17 06:25:22 PM
#77145   I was derping at him, not you. I Alpert 04/24/17 06:23:19 PM
#77144   AND? I was giving him the benefit of kilquote 04/24/17 06:22:27 PM
#77143   that's not what I said at all, what kilquote 04/24/17 06:20:09 PM
#77142   It's not four months overdue anyway. Not even Alpert 04/24/17 06:19:38 PM
#77141   SPCL is not taking on all of migme's The Rainmaker 04/24/17 06:19:29 PM
#77140   4 months in life of a startup, which kilquote 04/24/17 06:18:14 PM
#77139   Well that $200K bidder just might know something bigbux1 04/24/17 06:18:08 PM
#77138   Do you honestly believe when the fins, Super bigbux1 04/24/17 06:15:21 PM
#77137   Another stellar trading day for SPCL. Lots of elkonig 04/24/17 06:14:31 PM
#77135   Could you break it down if it's not Fasstcat 04/24/17 05:55:41 PM
#77134   I mean if I was a shareholder of DwyaneMcRoberts 04/24/17 05:49:14 PM
#77133   unfortunately RedDev is absolutely right, if this isn't kilquote 04/24/17 05:48:11 PM
#77132   $200,000 is a very big safety net. The Rainmaker 04/24/17 05:45:46 PM
#77131   This one is a good...Migme aussie shareholder board The Rainmaker 04/24/17 05:42:07 PM
#77130   People need to understand this part... "Solaris will acquire The Rainmaker 04/24/17 05:40:09 PM
#77129   I would strongly suggest going to Fasstcat 04/24/17 05:31:21 PM
#77128   That's insane, Other than maybe 2 or 3 kilquote 04/24/17 05:29:33 PM
#77127   I think it is to make sure it alexjames81 04/24/17 05:25:12 PM
#77126   Foxcon is on the bid imho...200 GRAND ON The Rainmaker 04/24/17 05:05:54 PM
#77124   SPCL going back up to 2 cents quickly IMO Chartmaster 04/24/17 04:55:36 PM
#77123   The pattern has been repeated millions of hobowilly 04/24/17 04:48:55 PM
#77122   If there is no news or something comming RedDevilz 04/24/17 04:47:46 PM
#77120   No, not in the wrong direction, standard pattern Sanity 04/24/17 04:39:30 PM
#77118   The big bidder should move up again tomorrow tractor4sale 04/24/17 04:37:41 PM
#77117   Might hit 75 by June at this rate. SmoothOpr 04/24/17 04:36:47 PM
#77116   stair steps? yes, but in the wrong direction. hobowilly 04/24/17 04:33:28 PM
#77115   Lol, stair steps, big up little down big Sanity 04/24/17 04:28:55 PM
#77114   We're back on shakedown street. Trying to get Navtrol53 04/24/17 04:27:49 PM
#77113   A nice bounce to 72 and now what, hobowilly 04/24/17 04:18:01 PM
#77112   in this part it says that Solaris is alwaysthankfull 04/24/17 04:04:33 PM
#77111   Big bid moved up to .0071 at the end TintStuff 04/24/17 04:00:48 PM
#77110   Yeah, like, 'this is going way up' lol bigbux1 04/24/17 03:56:30 PM
#77109   Money talks, and with a $200,0000 dollar bid THESURF2014 04/24/17 03:55:02 PM
#77108   Going To Taco Bell, Anyone? L.O.L. I might VEGAS BABY 04/24/17 03:37:22 PM