Solaris Power Cells Inc (fka SPCL)

[whizknock]

**EXCELLENT READ BY LongCAStrong**

LongCAStrong Member Level Tuesday, 09/06/16 07:46:55 PM
Re: None

Short version.

Pixelmags RM in the SPCL shell. Published reports of Pixelmag’s revenues put that number at 48m. Watch the Pixelmags story here: https://vimeo.com/53719355 Their market is growing and expect to be in the 35b range by 2020. Links below.

What does this mean? This could be the run of a lifetime up to .025 near term, with substantial growth beyond that over the next months (and years).

Read HokieHead’s outstanding DD on SPCL / Pixelmags potential:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124967258

Why don’t we know about it? Where is PR? This is RM is largely unknown, and only those who read the entire 8k would be aware of this. This is under the radar, so to speak. PR is controlled by Pixel Holdings:

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).


Will there be a RS? A reverse split is discussed in the 8k, but there has been no communication about a RS with shareholders, as outlined in the 8k.

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”).

No 14C has been sent out.

In this context, any RS makes sense to adjust the share structure to suit a company such as Pixelmags. No longs here are concerned with the potential of a RS, and many longs here have SUBSTANTIAL holdings. There is no toxic debt. This is not a triple zero OTC play. This is the World’s largest digital content producer merging into the SPCL shell and is backed by BIG money. See who is involved below.

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DD Review—Detailed version, with links:

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

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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:

http://www.businesswire.com/news/home/20160223005295/en/Global-Digital-Magazine-Publishing-Market-Exceed-USD

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.


http://blog.realviewdigital.com/digital-publishing-epublishing-digital-magazine-readers-profile-

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.

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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.


When you read through the 8k, you will see the timeline, and when we can expect 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."

* Pixelmags Financials due soon...

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."

When was in consummated or closed?

"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"

If "on or about" 5/31, then we would expect financials on or before 9/9 (71 trading days)

Published numbers for revenues are 48m a year. See HokieHead’s link at the top of this post. Or click here: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124895402


Who is involved?

Pixel Holdings, Inc. Who is Pixel Holdings?

Also, read this and note second paragraph:

http://petapixel.com/2013/06/29/shutterstock-stock-booming-its-founder-becomes-first-silicon-alley-billionaire/

Shutterstock and Pixel Holdings, Inc. also share the same physical address.

Pixel Holdings Inc. is based in New York, New York. 60 Broad Street. 30th Floor. New York, NY 10004.

Shutterstock, Inc. 60 Broad Street, 30th Floor New York, NY 10004


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

—————

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 about 8 weeks ago (well, that is when I noticed it was gone). 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 as of two weeks ago. That is easy to confirm. I called the L.A. office 2 weeks ago and asked when I noticed that Pope no longer includes Pixel Mags on his LinkedIn. 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:

https://www.lawinsider.com/contracts/4TkCHkeZcy2Q2UrhvmWmVg/solaris-power-cells/1411730/2016-05-23


So, while there remains questions to be answered, this all seems to be going as planned, and considering the timeline, the increase in bids, and the volume this week, IMO we will know MUCH more VERY soon:)


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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/


8k of 5/23:

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


Share Exchange agreement:

https://www.lawinsider.com/contracts/4TkCHkeZcy2Q2UrhvmWmVg/solaris-power-cells/1411730/2016-05-23


Other documents and contracts:

https://www.lawinsider.com/company/1411730/solaris-power-cells

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