Solaris Power Cells Inc (fka SPCL)

[LongCA]

DD Review, with links. SPCL / Pixelmags RM

Always do your own DD. Read and confirm.

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

Read through both the Share Exchange Agreement and 8k.

Read WizKnock's post on Pixelmags revenues and potential PPS:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=125383309

Pixelmags revenues:

2014: 30m
2015: 48m
Current: 60m plus (see Uncle Festers sticky)

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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 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:

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.


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


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.

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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:

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


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..


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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