Diamonds in the Rough: Filings & DD for Hidden Gems

[LongCA]

Pixelmags RM into SPCL Shell

Updated info here (and included below):

* 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 both 71 days, or in the case of trading days, puts the date of financials this month.


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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

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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.

How this plays out will be very exciting, indeed!


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 both 71 days, or in the case of trading days, puts the date of financials this month.


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.


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


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 3-4 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 spike Friday, 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/



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