Solaris Power Cells Inc (fka SPCL)

[LongCA]

Updated 8/6/2016, Pixelmags RM into SPCL Shell

DD Review--Many questions answered here:

A list of links is available at the end of this post.

On 5/23, we saw an 8k outlining a share swap/Reverse Merger that places PixelMags (pixelmags.com) into the SPCL shell. Pixelmags is a content creation and distribution company that is described in the pixelmags story (https://vimeo.com/53719355), 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 will give some insight into their market: Pixelmags media kit:

http://www.adplayerz.com/wp-content/uploads/2012/12/PixelMags_MediaKit_12.19.20121.pdf



This deal seems to have been in the works for some time, going back to February.

Pixel Holdings, Inc. did a swap with VC2 Capital /Vert Capital in February as part of the lead-up to the swap with SPCL. Pixel Holdings, Inc. "sold" pixelmags to SPCL through the stock swap to RM into the SPCL shell.

Interesting note: Shutterstock was in fact controlled by Pixel Holdings, Inc., until Shutterstock merged with Pixel holdings, Inc.

How this plays out will be very exciting, indeed!


When you read through the 8k, you will see the timeline, and we are approaching day 71, the day we will see Pixelmags, Inc. financials.

From 8k of 5/23:

"Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial information required by this Item 9.01 is not being filed herewith. It shall be filed not later than 71 days after the date on which the acquisition of Pixel contemplated by this Current Report on Form 8-K is consummated."

Closing "on or about" 5/31...

We cannot know for certain the revenues, but Owler (not definitive but industry estimates) places it at 30m, and the criteria for Vert Capital /VC2 Capital to be involved suggest it is over 10m and under 100m--not very precise, I know.

IMO, based on the number of customers, downloads, and the titles they offer, 40m is a conservative estimate.

Who is involved?

Pixel Holdings, Inc. (check second paragraph) http://petapixel.com/2013/06/29/shutterstock-stock-booming-its-founder-becomes-first-silicon-alley-billionaire/

VC2 Capital http://www.vc2capital.com/#!portfolio/c3g8


Links to information, including 8k:

Pixelmags website

http://www.pixelmags.com/en/


Watch the Pixelmags story here:

https://vimeo.com/53719355


Pixelmags media kit:

http://www.adplayerz.com/wp-content/uploads/2012/12/PixelMags_MediaKit_12.19.20121.pdf


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

http://readrapp.com/



What are we waiting for here? Filings to follow the 8k of 5/23 that outline the share swap that puts Pixelmags into the SPCL shell.

8k (nothing on the RS suggested in 8k to date. IF RS, it will come after deal is done, if at all):

http://google.brand.edgar-online.com/DisplayFiling.aspx?TabIndex=2&FilingID=11405451&companyid=756982&ppu=%252fdefault.aspx%253fsym%253dSPCL

We are looking for updates here, too:

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=24uUSGFwtG9LWMfRZzvvhg%253d%253d&nt7=0

And here (amendments):

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=24uUSGFwtG9LWMfRZzvvhg%253d%253d&CorpName=SOLARIS+POWER+CELLS%2c+INC.

Or, it is possible that it ends up registered in Delaware..

https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx


Also, check out Forex99's excellent post:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124248116


Go Pixelmags!

SPCL