Solaris Power Cells Inc (fka SPCL)

[VapeDog]

**Target Companies***
This could be one of the MOST important findings IMO !

“Employment Agreement with Adam E. Levin. The Company entered into an employment agreement with Adam E. Levin, effective as of July 17, 2017 and expiring December 31, 2020, under which he shall serve as Chairman and Chief Executive officer of the Company and the other members of the Target Companies. Under the terms of the agreement, Mr. Levin receives a base salary of $500,000 per annum and an annual bonus of $500,000 payable following the end of each of the three calendar years commencing with the year ending December 31, 2018 in the event that either (i) the consolidated revenues of the Target Companies exceeds 120% of the consolidated revenues for the immediately proceeding year, or (ii) the closing price of the Company common stock as traded on any securities exchange at the end of any of the three calendar years exceeds 120% of the closing price of such common stock at the end of the prior calendar year. The employment agreement a contains change of control provision, severance payments upon termination without cause, and permits Mr. Levin to work from his office in Puerto Rico.”

****His Bonus of $500k is directly tied to the **Target Companies ** Revenues .. What better way to control your own Paycheck than to Utilize -
your “Own” Companies !!-
your “Own”Acquisitions !!
(SPCL-Pixelmags/Vertville)?

The Company, directly and indirectly through its direct and indirect Subsidiaries, consisting of Trans-High Corporation, a New York corporation (“THC”), and the Subsidiaries of THC, does business as “HIGH TIMES,”® and is an established Cannabis media brand that for the past 42 years has published “HIGH TIMES,”® Magazine. The business of the Target Companies is focused on four fundamental activities, (a) the publication of a monthly magazine, (b) the production of trade shows, festivals and events which known as the “High Times Cannabis Cup”, (c) e-commerce, and (d) licensing and branding (collectively, the “Business”). As used in this Agreement, the term “Target Company” means the individual reference to any one of the Company and each of its direct and indirect Subsidiaries, including THC and any Subsidiary of THC, and the term “Target Companies” means the collective reference to the Company and its direct and indirect Subsidiaries, including THC and its Subsidiaries;

The Parties acknowledge and agree that the respective boards of directors of each of the Company and OAC have valued the Target Companies at the sum of Two Hundred and Fifty Million ($250,000,000) Dollars (the “Target Companies Valuation”); which Target Companies Valuation shall be subject to increase as provided in Section 1.7(g) below.

https://www.sec.gov/Archives/edgar/data/1619551/000161577417005536/s107667_ex2-1.htm

https://www.sec.gov/Archives/edgar/data/1619551/000161577417003848/s106921_ex2-1.htm

**Here is another Vert/Oreva familiar name **Colon Conway** - mentioned in the Merger !
And look who else is involved !! He’s Got the whole family in the door !!

“Colin Conway (a director of the Company), Paul Abramowitz (the step father of Adam E. Levin) and Roma Ventures, LLC (an entity controlled by Maxx Abramowitz, the step brother of Adam E. Levin) are each holders of shares of Class A Common Stock of the Company. Adam Levin disclaims any beneficial interest in the shares owned by Paul Abramowitz or Roma Ventures. See the Capitalization Table dated June 29, 2017 referred to in Schedule 4.3(b).

https://www.sec.gov/Archives/edgar/data/1619551/000161577417005536/s107667_ex2-1.htm

https://www.linkedin.com/in/colin-conway-9104bb18

Getting more and more Real !

**AEL ( Adam E Levin) **
“AEL Irrevocable Trust., a California trust u/a/d February 12, 2012 with Ada, Ezra Levin, as grantor, and Edwin Hur, as trustee (“AEL Trust”), is currently a significant stockholder of the Company, together with such other Persons (together with AEL Trust, the “Investor Stockholders”), contemporaneously with the closing of the THC Purchase Agreement, capitalized the Company and currently own of record and beneficially an aggregate of 6,167,746 shares of the Class A common stock of Holdings, as further described below, representing in excess of 60% of the issued and outstanding shares of capital stock of Holdings. “

** AEL is a stockholder name I’ve seen in all the Vert plays .. PKGM..BOXLIGHT..MMEG.. SPCL .. Vc2..sugar house trust ..etc!!
Now it’s mentioned in the HITM Merger several times.

https://www.sec.gov/Archives/edgar/data/1619551/000161577417005536/s107667_ex2-1.htm



*More Recent SPCL/Pixel DD*

(Vert Capital - Oreva Capital - High Times Media -HITM- Adam Levin - Vertville - The Origo Merger - The Perfect Match IMO)

-(Background on Adam)-
“Adam Levin, Chief Executive Officer and Chairman of the Board. Mr. Levin is the founder of Hightimes Holdings and has served as its Chairman and Chief Executive Officer, since its inception in December 2016. In March, 2017, Mr. Levin led the acquisition of Trans-High Corporation and has served as Chief Executive Officer of the Hightimes Group since March 2017. He brings over 15 years of leadership experience running Internet-based technology and e-commerce companies to his role as Chairman and Chief Executive Officer. Mr. Levin has been Managing Director of Oreva Capital Corp, since September 2016 and for five years prior to that was the Managing Director of Vert Capital Corp where he oversaw the day to day operations of the firm, and led the acquisition of a number of companies. He has extensive experience in the fields of mobile, social networking, entertainment as well as venture capital and merger and acquisition strategies. Mr. Levin has been a featured speaker at CES, MIPTV, MONY Conference, CTIA, Wireless Influencers, and has been featured in The Wall Street Journal, The NY Times, Fortune, Bloomberg and Entrepreneur Magazine. He has appeared on CNN, NPR, MSNBC, HBO and Fox News. Mr. Levin also served as Chief Executive Officer and a director of Bebo.com, Inc., a social networking and content website, from 2010 to 2012. Bebo.com, Inc., filed for protection under Chapter 11 of the United States Bankruptcy Code in May 2013. Mr. Levin was an officer of Bebo within the two year period prior to the filing of the Chapter 11 petition but had resigned as an officer and director prior to such filing. Mr. Levin currently serves on the board of directors of Pride Media, Inc., and previously served as the Chairman of the Board of Directors of Pixelmags until its sale in 2016. Mr. Levin earned a BA from Thomas Edison State College. HTH believes Mr. Levin is well-qualified to serve as a member of the Board due to his business experience and contacts”.


*(Oreva Capital..Formerly Vert Capital connection)*
-(2 Pics with each link )-

http://imgur.com/a/ernDy

Can’t hide from a Screenshot !

This should clarify for some and solidify for others *Vert to Oreva*-The dates go from one to another on LinkedIn if you research their employees.

(Looks like little Griff got his hand slapped for posting the “formerly Vert Capital” part.. his mistake our gain) !!

**( 2 more pics )**

http://imgur.com/a/SY6pP

Vert has 4 acquisitions between May 2015-August 2016..Vertville!

-(The Origo HTH Merger)-

“As we previously announced, Origo entered into a merger agreement, dated July 24, 2017 (the “Merger Agreement”), with Hightimes Holding Corp. (“HTH”) and certain other parties, which provides for the merger of a wholly owned subsidiary of Origo with and into HTH (the “Merger”), with HTH remaining as the surviving entity and a wholly owned subsidiary of Origo”.

-( HITM symbol)-
“Origo intends to apply for the listing of the common stock of the Successor on the Nasdaq Capital Market (“Nasdaq”) or the NYSE:AMERICAN following the consummation of the Merger, under the symbol ***HITM*** Origo also intends to apply for the listing of the redeemable warrants, rights, and units of the Successor on Nasdaq or the NYSE:AMERICAN.”


-(Oreva/Adam connection to the Merger)-

“In consideration for such services, the Successor will pay Oreva a monthly consulting fee of $35,000. Commencing in 2018, Oreva may elect to have all or any portion of the consulting fee deferred and paid in shares of the Successor’s common stock, at a per share price equal to 100% of the closing price of the stock of the Successor. Adam Levin, the Chief Executive Officer and a director of HTH, is Managing Director of Oreva Capital Corp.”

**(Why HITM needs Pixelmags and Vertville/ Oreva)**

“Shifts to digital platforms present several challenges to High Times Group’s historical business model, which is based on the production and distribution of print magazines. In order to remain successful, High Times Group must continue to attract readers and advertisers to its print products while also continue to adapt its business model to address changing consumer demand for digital content across a wide variety of devices and platforms.”

**(sounds like a perfect fit)**

“Also, the shift to digital distribution platforms, many of which are controlled by third parties, may lead to pricing restrictions, the loss of distribution control, further loss of a direct relationship with advertisers and consumers and greater susceptibility to technological problems or failures in third-party systems as compared to High Times Group’s existing print distribution operations. Further, High Times Group may be required to incur significant costs as it continues to acquire new expertise and infrastructure to accommodate the shift to digital platforms, including additional consumer software and digital and mobile content development expertise, and it may not be able to economically adapt existing print production and distribution assets to support its digital operations. If High Times Group is unable to successfully manage the transition to a greater emphasis on digital platforms, continue to negotiate mutually agreeable arrangements with digital distributors or otherwise respond to changes in technology and consumer behavior, its business, financial condition and results of operations may be adversely affected. “

*(In house operations are a hell of a lot cheaper)*

*(Pixelmags / Vertville all day)*

“In order to respond to changing consumer behaviors, High Times Group needs to invest in new technologies and platforms to deliver content and provide products and services where consumers demand it. If the High Times Group fails to develop or acquire the necessary consumer-facing technologies or if the technologies it develops or acquires are not received favorably by consumers, its business, financial condition and prospects may be adversely affected. In addition, as its business evolves and it develops new revenue streams, the High Times Group must develop or invest in new technology and infrastructure that satisfy the needs of the changing business. If it fails to do so, its business, financial condition and prospects may suffer. Further, if it fails to update its current technology and infrastructure to minimize the potential for business disruption, High Times Group’s business, financial condition and prospects may be adversely affected.”

*( Pixelmags/Vertville all day )

“Technology used in the publishing industry continues to evolve rapidly, and advances in that technology have led to alternative methods for the delivery and consumption of content, including via mobile devices such as smartphones. These technological developments have driven changes in consumer behavior, especially among younger demographics. Shifts to digital platforms present several challenges to High Times Group’s historical business model, which is based on the production and distribution of print magazines. In order to remain successful, High Times Group must continue to attract readers and advertisers to its print products while also continue to adapt its business model to address changing consumer demand for digital content across a wide variety of devices and platforms.”

*(can this get any better)*
*(sounds like a perfect fit)*
*(Pixelmags to the Rescue)**
*(Vertville to the Rescue )**

“In addition, the advertising industry continues to experience a shift toward digital advertising. Because rates for digital advertising are generally lower than for traditional print advertising, High Times Group’s digital advertising revenue may not fully replace print advertising revenue lost as a result of the shift. Growing consumer reliance on mobile devices adds additional pressure, as advertising rates are generally lower on mobile devices than on personal computers. If High Times Group is unable to effectively grow digital advertising revenues through the development of advertising products that are compelling to both marketers and consumers, its business, financial condition and results of operations may be adversely affected.”

(Pixelmags to the Rescue !!)
(Vertville to the Rescue !!)


-(Origo HT Merger )-
“At the Closing, the Successor will enter into a Consulting Services Agreement with Oreva Capital Corp., a Delaware corporation (the “Consultant” or “Oreva”), pursuant to which the Consultant is to perform certain services for the Successor, including administrative services, dealing with investment bankers, investor relations consultants and other members of the investment community, and assisting in connection with ***proposed acquisitions***dispositions and financings. Adam Levin, the Chief Executive Officer and a director of HTH, is Managing Director of Oreva.

**(Pixelmags and Vertville are the Answers they’re looking for IMO)**

-(Additional information)-
**High Times Fins are Done !
**Pixel / SPCL have to be next-

**(HITM has a new Address)
“Effective November 1, 2017, HTH entered into a one year sublease of approximately 2,500 square feet of office space at 10990 Wilshire Boulevard, Los Angeles, CA 90024 at a monthly rental of $10,000. HTH may renew the lease for a second year at the same rent. The lessor is Pride Media, Inc., a corporation controlled by Adam E. Levin, the Chief Executive Officer of the Company. See “Related Party Transactions.”

*Oreva picked up another company-“Here Publishing".

"We are looking for brands that have strong emotional ties with a community," he said. "We think there is a unique opportunity in niche media brands that are undervalued and have further ways to monetize the intellectual property."

**The new HITM Address **is the Here / Pride Media building)

https://www.sec.gov/Archives/edgar/data/1619551/000161577417006552/s108082_s4.htm#ad_001

All IMO

SPCL -HITM - Vertville Baby!!