Solaris Power Cells Inc (fka SPCL)

[trader53]

SPCL 0.0001 - Targets 0.0005 / 0.0008 / 0.001

Agreement with Pixel Holdings, Inc.

Targets 0.0005 / 0.0008 / 0.001

Huge Potential Play here !

Use Risk Money if you have it -

Jon Oringer
first billionaire 55 percent ownership interest
in Shutterstock
which he controls through closely held investment company
Pixel Holdings Inc

http://www.google.com/url?sa=t&source=web&cd=1&cad=rja&uact=8&ved=0ahUKEwiyieiK9vTMAhUFWT4KHdoiBFcQFggaMAA&url=https%3A%2F%2Fen.wikipedia.org%2Fwiki%2FJon_Oringer&usg=AFQjCNFRwQuEzwuNWVyuNSyM-_8sASUYqw

http://ih.advfn.com/p.php?pid=nmona&article=71554371

Item 1.01 Entry into a Material Definitive Agreement

The Exchange Agreement .

On May 16, 2016, Solaris Power Cells, Inc. (“Solaris” or the “Company”)

entered into a Share Exchange Agreement,
effective as of April 30, 2016 (the “Exchange Agreement”)

with Pixel Holdings, Inc., a Delaware corporation (“Holdings”), Pixel Mags, Inc. a Delaware corporation (“Pixel”)

and Leonard Caprino (the “Management Stockholder” or “Caprino”) regarding the acquisition by the Company from Holdings of 1,000 shares of common stock, $0.001 par value per share, of Pixel, representing 100% of Pixels outstanding capital stock. .

Pixel is a digital distribution company
engaged in the business of delivering digital versions of magazines and catalogs to mobile devices and mobile operating systems.

In exchange for the Pixel shares,
the Company agreed to issue to Holdings (a) 1,000,000 shares of Series A convertible voting preferred stock of the Company (the “Series A Preferred Stock”), (b) a 10% original discount convertible note initially valued at $5,000,000 (the “Purchase Note”), and (c) a five year warrant to purchase 500 million shares of Company common stock (the “Warrant”).

Under the terms of the Exchange Agreement,
Holdings has the right to designate three (3) members to the board of directors of the Company and such additional independent directors as may be required under the listing rules of any national securities exchange. Caprino has the right to designate one (1) member to the board of directors

The closing of the transactions under the Exchange Agreement (the “Closing”) will occur on or about May 31, 2016,

unless a later date shall be selected by the parties;
provided,

that such Closing shall occur prior to the later of
(a) the last date that a corporate action
in respect of the reverse stock splits
referred to in Item 5.03 below can be taken following the mailing of a Form 14C Information Statement to the stockholders of the Corporation,
or (b) approval of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).