Solaris Power Cells Inc (fka SPCL)

[specutator]

Likely the same reason Vert Capital is being used as a control of Pixelmags even though Pixel Holdings Inc. was the company swapping shares for SPCL and Pixelmags. It's all in the first 8K and never mentioned later.

The Exchange Agreement.

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. .

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”).

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