Replies to post #115552 on DD Support Board and Research Team

[samsamsamiam]

SPCL/reverse split

https://www.sec.gov/Archives/edgar/data/1411730/000149315216015595/form8-k.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. .
 
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”).
 
On May 25, 2016, the Company filed an amended and restated articles of incorporation of the Company with the Secretary of State of Nevada. 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 (b) 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.
 
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..
 
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 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”).




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 https://www.sec.gov/Archives/edgar/data/1411730/000149315216010214/form8-k.htm
SOLARIS POWER CELLS, INC.
 
 
 
By:
/s/ Leonard Caprino
 
 
Leonard Caprino
 
 
Chief Executive Officer, Sand Principal Executive Officer
 
 
 
May 23, 2016


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

 
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.
 
Item 8.01 Other Events
 
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 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.
 
The Company also notes that there have been 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.
 
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. In fact, the speculated revenues of Pixel are materially misleading and are significantly in excess of current levels of sales revenues. 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.



SOLARIS POWER CELLS, INC.
 
 
 
 
By:
/s/ Neil Kleinman
 
 
Neil Kleinman
 
 
Chief Executive Officer, and Principal Executive Officer
 
December 1, 2016

[samsamsamiam]

Pixel Holdings Inc

the original:
NYS Department of State
Division of Corporations
Entity Information
The information contained in this database is current through December 2, 2016.

Selected Entity Name: PIXEL HOLDINGS INC.
Selected Entity Status Information
Current Entity Name:
PIXEL HOLDINGS INC.
DOS ID #:
3132239
Initial DOS Filing Date:
DECEMBER 01, 2004
County:
NEW YORK
Jurisdiction:
NEW YORK
Entity Type:
DOMESTIC BUSINESS CORPORATION
Current Entity Status:
INACTIVE - Merged Out (Sep 18, 2013)

Selected Entity Address Information
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity)
JON ORINGER
60 BROAD STREET / 30TH FL
NEW YORK, NEW YORK, 10004
Chief Executive Officer
JON ORINGER
60 BROAD STREET / 30TH FL
NEW YORK, NEW YORK, 10004
Principal Executive Office
JON ORINGER
60 BROAD STREET / 30TH FL
NEW YORK, NEW YORK, 10004
Registered Agent
NONE


----
merged out because bought by Shutterfly in 2013:
https://www.sec.gov/Archives/edgar/data/1549346/000154934616000024/R21.htm
Related Parties
In connection with the follow-on offering in September 2013, Pixel Holdings Inc. ("Pixel Holdings"), an entity of which Jonathan Oringer, the Company's Founder, Chief Executive Officer and Chairman of the Board of Directors, was the sole stockholder, merged with and into the Company on September 18, 2013. In this merger, Mr. Oringer received an equivalent number of shares of common stock of the Company as the number that was previously owned by Pixel Holdings such that, following the merger, Mr. Oringer owns his interest in the Company directly rather than through Pixel Holdings. As a result of the merger, the Company assumed $0.2 million in liabilities primarily related to Pixel Holdings' normal operating activities. The Company paid these liabilities during the year ended December 31, 2013 and was fully indemnified by Mr. Oringer, as provided for in the merger agreement. The merger agreement also provided for certain customary representations and warranties.

see also 10k
https://www.sec.gov/Archives/edgar/data/1549346/000154934616000024/sstk-12312015x10k.htm

====
Pixelholdings.com
Domain Name: PIXELHOLDINGS.COM
Registry Domain ID: 1730054630_DOMAIN_COM-VRSN
Registrar WHOIS Server: whois.godaddy.com
Registrar URL: http://www.godaddy.com
Update Date: 2012-06-27T19:02:30Z
Creation Date: 2012-06-27T19:02:30Z
Registrar Registration Expiration Date: 2022-06-27T19:02:30Z
Registrar: GoDaddy.com, LLC
Registrar IANA ID: 146
Registrar Abuse Contact Email: [e-mail]
Registrar Abuse Contact Phone: [phone]
Domain Status: clientTransferProhibited http://www.icann.org/epp#clientTransferProhibited
Domain Status: clientUpdateProhibited http://www.icann.org/epp#clientUpdateProhibited
Domain Status: clientRenewProhibited http://www.icann.org/epp#clientRenewProhibited
Domain Status: clientDeleteProhibited http://www.icann.org/epp#clientDeleteProhibited
Registry Registrant ID: Not Available From Registry
Registrant Name: jon oringer
Registrant Organization:
Registrant Street: 100 s pointe dr TH7
Registrant City: miami beach
Registrant State/Province: Florida
Registrant Postal Code: 33139
Registrant Country: US
Registrant Phone: [phone]
Registrant Phone Ext:
Registrant Fax:
Registrant Fax Ext:
Registrant Email: [e-mail]
Registry Admin ID: Not Available From Registry
Admin Name: jon oringer
Admin Organization:
Admin Street: 100 s pointe dr TH7
Admin City: miami beach
Admin State/Province: Florida
Admin Postal Code: 33139
Admin Country: US
Admin Phone: [phone]
Admin Phone Ext:
Admin Fax:
Admin Fax Ext:
Admin Email: [e-mail]
Registry Tech ID: Not Available From Registry
Tech Name: jon oringer
Tech Organization:
Tech Street: 100 s pointe dr TH7
Tech City: miami beach
Tech State/Province: Florida
Tech Postal Code: 33139
Tech Country: US
Tech Phone: [phone]
Tech Phone Ext:
Tech Fax:
Tech Fax Ext:
Tech Email: [e-mail]
Name Server: NS09.DOMAINCONTROL.COM
Name Server: NS10.DOMAINCONTROL.COM

======

SHUTTERSTOCK, INC.
 
 
 
Dated: November 4, 2016
By:
/s/ Jonathan Oringer
 
 
Jonathan Oringer
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)


======
and I can guarantee you the shutterstock CEO has ZIP interest in merging with a stinking pinky!!!
Shutterstock Inc/NYSE: SSTK · December 2, 4:38 PM EST/44.64


such nonsense!!!!

Pixelmag.com. Pixel Holdings, Inc. Swapped shares of pixelmag for SPCL. Pixel Holdings does not have a website, unless you count Shutterstock. Jon Oringer held shutterstock through pixel holdings until about 2013 when pixel holdings merged with shutterstock. Now pixel holdings controls SPCL. Starting to see what is going to happen here??? They don't want SPCL tech. They want the shell. This is all made clear in the 8k. Pixel Holdings, Inc. is in control here. Deal closes 5/31.




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It appears someone setup a NEW company with the same name - Pixel Holdings Inc in Delaware in 2015 - the one they mention in the SPCL 8k

THIS IS NOT A STATEMENT OF GOOD STANDING
File Number:
5708725
Incorporation Date / Formation Date:
2/13/2015
(mm/dd/yyyy)
Entity Name:
PIXEL HOLDINGS, INC.
Entity Kind:
Corporation
Entity Type:
General
Residency:
Domestic
State:
DELAWARE




REGISTERED AGENT INFORMATION




Name:
THE CORPORATION TRUST COMPANY
Address:
CORPORATION TRUST CENTER 1209 ORANGE ST
City:
WILMINGTON
County:
New Castle
State:
DE
Postal Code:
19801
Phone:
302-658-7581


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