Solaris Power Cells Inc (fka SPCL)

[DJPele]

***PIXELMAGS/SPCL 8-K OVERVIEW***

This is an attempt to dissect and interpret Pixelmag/SPCL's latest 8-K. Keep in mind, some of this is opinion and speculation.

Link to the most current Dec 1st 2016 8-K from the SEC website:

https://www.sec.gov/Archives/edgar/data/1411730/000149315216015595/form8-k.htm

Link to 8-K in May 23rd, 2016 from the SEC website:

https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/ex10-1.htm

Item 1.01 Entry into a Material Definitive Agreement

On May 23, 2016, Solaris Power Cells, Inc. (“Solaris” or the “Company”) (OTC Markets: SPCL) filed a Form 8-K with the Securities and Exchange Commission (the “Prior 8-K”) disclosing that the Company had 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 100% of Pixels outstanding capital stock.

This is known from the previous 8-K.

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”).

Essentially re-stating what was in their previous 8-K.

(1)On May 25, 2016, the Company filed an amended and restated articles of incorporation of the Company with the Secretary of State of Nevada. (2)Among other things, the amended and restated articles of incorporation contemplated: (a) a one-for-10 reverse split of the authorized capital stock of the Corporation to reduce the number of authorized shares of capital stock of the Corporation from 2,170,000,000 shares of capital stock to 217,000,000 authorized shares of capital stock, and a one-for-100 reverse split of the issued and outstanding shares of Common Stock of the Corporation to combine the outstanding shares of Common Stock into a lesser number of shares of Common Stock of the Corporation (collectively, the “Reverse Stock Splits”). When the Reverse Stock Splits occurs there would be no change in the 10,000,000 shares of preferred stock authorized by the Articles of Incorporation or in the 1,000,000 issued and outstanding shares of Series A Preferred Stock.

(1) The amended and restated articles are here:

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=24uUSGFwtG9LWMfRZzvvhg%253d%253d&CorpName=SOLARIS%20POWER%20CELLS%2C%20INC

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

These filings are a direct representation of this Reverse Merger. This can no longer be refuted.

(2) "Among other things, the amended and restated articles of incorporation contemplated"

There were some that was confused about the Authorized Shares on the Nevada filing showing a 207,000,000 share count. The 8-K states the amended articles "contemplated", meaning it shows what the expected Authorized Shares WILL be after the Reverse Merger. The A/S and O/S have not changed.

The closing of the transactions under the Exchange Agreement (the “Closing”), occurred on about May 31, 2016 following the filing of the restated articles of incorporation of the Company However, the consummation of the Reverse Stock Splits was deferred by the Company..

I am assuming this means everything is completed, and waiting on final confirmation. This is further solidified with the filing of the restated articles (the Nevada Filings).

(1)The Reverse Stock Splits are anticipated to occur on or about January 31, 2017; provided that such Reverse Stock Splits shall only become effective on a date which shall be the last to occur of (a) the latest date that a corporate action in (2)respect of the reverse stock splits can be taken following the mailing of a Form 14C Information Statement to the stockholders of Solaris, or (b) approval of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).

(1) The reverse split was stated in the first 8-K. Now we have an estimated date of the completion of this merger, if not sooner. As of before and now, Pixelmag's intends to go public and up-list to either NYSE:AMEX or NASDAQ.

PER LAST 8-K:

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.

(2) No reverse split will be completed until a Form 14C or approval by FINRA. This should answer those who believe the A/S has already changed.

Item 5.01 Changes in Control of Registrant

In November 2016, Leonard Caprino resigned as an officer and director of Solaris and Neil Kleinman was appointed as President and CEO.

The old CEO of Solaris (SPCL) has resigned just as the last 8-K stated. Neil Kleinman is now CEO. He is also in the Nevada Filings, linked above and here:

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

Item 8.01 Other Events

(1)The Company is currently delinquent in its filings under the Securities Exchange Act of 1934, and, to date, has been unable to file unaudited financial statements of the Company or its (2)Pixel subsidiary in 2016. The Company’s management in working with outside auditors to audit the financial statements of Pixel for 2014 and 2015 and intends to file Form 10-Q Quarterly Reports for the Company and its Pixel subsidiary as soon as is practicable.

(1) We now know the status of the filings, and the fact that Pixel is working towards submitting them. This is good news.

(2) Pixel Subsidiary: Pixelmag's is stated a "Subsidiary" of SPCL. This implies the Reverse Merger is complete.

The Company also notes that there have been (1)recent publications and other postings on the Internet by third parties alleging that Pixel has significant revenues, with figures as much as over $70 million mentioned. Such publication also speculates that the value of Solaris’ common stock could be significantly greater than its current trading price.

(1)None of these postings or publications have been authorized or approved by the Company, any member of its current or prior management or any representative of the Company. (2)In fact, the speculated revenues of Pixel are materially misleading and are significantly in excess of current levels of sales revenues. (3)Investors are urged to ignore any such reports, publications or postings and should rely only upon public reports filed by the Company with the SEC under the Securities Exchange Act of 1934.

(1) This is the biggest issue. Before I explain more, here are some of the websites that state what Pixelmag's estimated revenues:

http://www.zoominfo.com/s/#!search/profile/company?companyId=353841771&targetid=profile

http://www.buzzfile.com/business/Pixelmags,-Inc-310-598-7303

https://credibility.com/custom-computer-programming-services/us-ca-los-angeles/pixelmags-inc

https://datafox.com/pixelmags

TO ALL: These are where most received their revenue estimates. The problem that occurred was that some were very enthusiastic about the "Projected" revenues, and estimated that the 2016 revenues will be 60, 65, 70+ Million. We need to be careful with revenue estimates to avoid "Pumping". Until Pixel's financials come out, we won't know for sure. All we can do is speculate with regards to the above websites (assuming they are correct).

(2) Pixel is protecting themselves on this. We don't know what their revenues are, and to state otherwise is mis-leading. Because they are private, we only have websites that state their estimated revenues.

"ASSUMING" they have estimated revenues of 45 Million (based on those websites), that technically would be significantly lower than 70 Million, hence Pixel stating "Significantly in excess".

They are covering themselves and rightfully so.

(3) This goes for all posts, negative or positive. As stated earlier, Pixel is in contact with the SEC and auditors and will submit once ready. These are the legitimate filings we need to go by.

(1)SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOLARIS POWER CELLS, INC.

By: /s/ (1)Neil Kleinman
Neil Kleinman
(1)Chief Executive Officer, and Principal Executive Officer

December 1, 2016

(1) Neil Kleinman, New CEO/PEO of Pixelmag's/SPCL.

We are making forward progress, and are very close to completion. Know what you own.