Solaris Power Cells Inc (fka SPCL)

[TheRealGotti]

One of my favorite posts from here.
Proof
Proof and
More proof



*QUOTED CONFIRMATION FROM 8-K: ***

Unfortunate when investors/traders can't get in at the prices they want, and now have to chase a running stock. 8-K is AN OFFICIAL, LEGALLY BINDING DOCUMENT. Here are some key parts found within the 8-k:

https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/form8-k.html - 8-k

RM confirmation
Quote:
On May 16, 2016, Solaris Power Cells, Inc. (“Solaris” or the “Company”) 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 1,000 shares of common stock, $0.001 par value per share, of Pixel, representing 100% of Pixels outstanding capital stock. .



RM Process
Quote:
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.



Plans to uplist


Quote:
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.


Under the radar by design
Quote:
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).


MORE IMPORTANT QUOTABLES:
Quote:
....
WHEREAS, the Company is a wholly-owned subsidiary of Holdings;

WHEREAS, the Company is engaged in the business of delivering digital versions of magazines and catalogs to mobile devices and mobile operating systems (the “Business); .....

WHEREAS, the Selling Parties desire to enter into the Exchange with Solaris pursuant to the terms and conditions of this Agreement; and

WHEREAS, (a) the Solaris Majority Voting Stockholder and the board of directors of Solaris (the “Solaris Board of Directors”), and (b) VC2 Capital Corp., a Delaware corporation and the majority shareholder of Holdings (“VC2”) and the board of directors of Holdings (the “Holdings Board of Directors”) believe that it is in the best interests of the Parties to consummate the Exchange and related transactions contemplated by this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:.....


Players: Pixel Holdings Inc, Vert Capital/VC2, Pixelmags, Insight Entities, Vista Point Advisors....

-Digital Distribution as a Service - Digital magazines/content. - APPLE NEWS, GOOGLE PLAY NEWSSTAND, AMAZON KINDLE to name a few.......

What is so interesting about digital magazines?
-content distribution - diversified media
-GENERATION Z - responsible for influencing $600 B-B-B-BILLION in family spending

Annual Revenues
2014 - $30 mil
2015 - $48 mil
2016 - $60 mil ++++ (since 09/09/16).......

Zinio (Pixelmags competitor) had estimated revenues of $9.8 million..

in a market projected to grow past $35bn by 2020...
where generation z will make up approx. 40% of ALL CONSUMERS.

not even the interesting part.....

Pixel Holdings Inc (different than Pixelmags), is Jonathan Oringer's old holding company. INSIGHT ENTITIES absorbed Pixel Holdings, after SHUTTERSTOCK WENT PUBLIC...

SHUTTERSTOCK STORY
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=125877394

Vistapoint advisors - page 14, you will see the deal between SPCL and Pixelmags, on their records.

http://vistapointadvisors.com/wp-content/uploads/2016/07/Software-Update-Q2-2016.pdf

http://vistapointadvisors.com

http://www.vc2capital.com/
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So far, there are 3 webpages that confirm the Pixelmags/SPCL reverse merger. (4 including vistapoint Q2 report)

http://www.datalog.co.uk/browse/detail.php/CompanyNumber/USNV20131447622/SOLARIS+POWER+CELLS,+INC.

updated 07/03/16

Pixelmags - merger/acquisition mentioned in the bottom right
http://www.investing.businessweek.wallst.com/research/stocks/private/snapshot.asp?privcapId=171884788

SPCL - merger/acquisition mentioned in the bottom right
http://www.bloomberg.com/research/stocks/private/snapshot.asp?privcapid=37186265

updated 11/02/16

There has also been ticker updates across multiple platforms, since last week - adding a V, new issue, or "When Issued" stock for SPCL..."SPCL&V"

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=126680096

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more information on generation z:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=126511982