UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported) November 30, 2016~~1934

Date of Report (Date of earliest event reported): April 21, 2017

SOLARIS POWER CELLS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53982	46-3386352
NEVADA	000-53982	46-3386352
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

~~3111~~2159 E.India ~~Tahquitz Canyon Way, Palm Springs, California, 92262~~Street

~~(Address~~San ofDiego, ~~principal~~CA ~~executive offices) (Zip Code)~~92101

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code: 760-600-5272~~Offices)

~~N/A~~619-629-0922

(~~Former~~Registrant’s ~~name~~telephone ornumber ~~former~~including ~~address,~~area ~~if changed since last report.~~code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ~~230~~240.~~425~~14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~[ ] Soliciting~~ITEM ~~material~~1.01 ~~pursuant~~Entry tointo ~~Rule~~a ~~14a-12~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~[ ]~~On ~~Pre-commencement~~21 ~~communications~~April ~~pursuant~~2017, toSolaris ~~Rule~~Power ~~14d-2~~Cells, Inc. (bthe “Company”) ~~under~~and ~~the~~migme Limited (“Migme”) executed a Share Exchange ~~Act~~Agreement (~~17 CFR 240.14d~~the “Agreement”) under which the Company would acquire all of the issued and outstanding shares of stock of Migme’s wholly-2owned subsidiary, Project Goth, Inc. (b“PGI”)). PGI is a subsidiary of Migme that holds all of the operating companies of Migme, as well as all intellectual property of Migme. As such, the transaction will represent the purchase by the Company of Migme’s entire operating assets and businesses.

~~[ ]~~Under ~~Pre-commencement~~the ~~communications~~terms ~~pursuant~~of tothe ~~Rule~~Agreement, ~~13e-4~~the Company will acquire 100% of the PGI shares (cthe “PGI Shares”), ~~under~~which is to include all PGI Shares owned by the ~~Exchange~~Convertible ~~Act~~Loan ~~(17 CFR 240~~Financiers, as discussed below.~~13e-4~~ At Closing, in exchange for the PGI Shares, the Company will issue that number of shares of the Company’s common stock representing 45% of the Company’s common stock (ccalculated on a fully diluted basis) at the Closing (the “Acquisition Shares”). Upon Closing, Migme will be entitled to nominate two members to the Company’s Board of Directors, with an additional three directors to be nominated by the Company.

~~Item~~The ~~1.01~~closing ~~Entry~~of ~~into~~the proposed transaction (the “Closing”) is conditioned on the satisfaction or waiver of a ~~Material~~number of ~~Definitive~~conditions, ~~Agreement~~including, though not limited to, the following:

~~On May~~1. ~~23,~~Migme ~~2016,~~obtaining ~~Solaris~~shareholder ~~Power~~approval ~~Cells,~~in ~~Inc.~~accordance ~~(“Solaris”~~with orall applicable requirements of the ~~“Company”)~~Australian ~~(OTC~~Securities ~~Markets:~~Exchange, ~~SPCL)~~which ~~filed~~is aAustralia’s ~~Form 8-K~~primary ~~with~~securities ~~the~~exchange ~~Securities~~for public companies, and ~~Exchange~~on ~~Commission~~which ~~(the~~Migme ~~“Prior~~is ~~8-K”)~~listed. ~~disclosing~~2. ~~that~~Migme ~~the~~and ~~Company~~PGI ~~had~~raising ~~entered~~at ~~into~~least aOne ~~Share Exchange~~Million ~~Agreement,~~Five ~~effective~~Hundred asThousand ofDollars ~~April~~in ~~30,~~exchange ~~2016~~for convertible loans (the “~~Exchange~~Convertible ~~Agreement~~Loans”) ~~with~~on ~~Pixel~~terms ~~Holdings,~~acceptable ~~Inc.~~to Migme and the Company, afrom ~~Delaware corporation~~investors (the “~~Holdings~~Convertible Loan Financiers”), ~~Pixel~~who ~~Mags,~~will ~~Inc.~~be arequired ~~Delaware~~to ~~corporation~~convert ~~(“Pixel”)~~all ~~and~~such ~~Leonard~~Convertible ~~Caprino~~Loans ~~(the~~into ~~“Management Stockholder”~~a orpro ~~“Caprino”)~~rata ~~regarding~~amount of the ~~acquisition~~Acquisition Shares. 3. All inter-company debt owed to Migme by ~~the~~its subsidiaries are to be converted into additional shares in those subsidiaries. 4. The Company ~~from~~must ~~Holdings~~be ofcurrent ~~100%~~in ofits ~~Pixels~~SEC ~~outstanding capital~~reporting ~~stock~~obligations. 5. Additional customary closing conditions.

~~Pixel~~The isAgreement aincludes ~~digital~~customary ~~distribution~~representations, ~~company~~warranties ~~engaged~~and incovenants ~~the~~of ~~business~~Migme ofand ~~delivering~~the ~~digital~~Company. ~~versions~~The foregoing description of the ~~magazines~~Agreement and ~~catalogs~~transaction envisioned thereunder does not purport to ~~mobile~~be ~~devices~~ complete and ~~mobile~~is ~~operating~~qualified ~~systems~~in its entirety by the actual Agreement.

~~In exchange~~Item ~~for~~7.01 ~~the~~Regulation ~~Pixel~~FD 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”)Disclosure.

On ~~May~~21 ~~25,~~April ~~2016,~~2017 the Company ~~filed~~issued ana ~~amended~~press ~~and~~release ~~restated articles of incorporation of~~ (the ~~Company~~“Press ~~with the Secretary of State of Nevada. Among other things, the amended and restated articles of incorporation contemplated: (a~~Release”) aannouncing ~~one-for-10 reverse split of~~ the ~~authorized~~proposed ~~capital stock of the Corporation to reduce the number of authorized shares of capital stock of the Corporation~~acquisition ~~from~~described ~~2,170,000,000~~in ~~shares~~Item ~~of capital stock to 217~~1.01,~~000,000~~ ~~authorized~~above. ~~shares~~In ofthe ~~capital~~Press ~~stock~~Release, ~~and (b) a one-for-100 reverse split of~~ the ~~issued~~Company ~~and~~announced ~~outstanding~~that ~~shares~~it ofbelieved ~~Common~~that ~~Stock of~~ the ~~Corporation~~Closing towould ~~combine~~occur ~~the~~by ~~outstanding shares of Common Stock into~~15 aJune ~~lesser~~2017. ~~number~~A ofcopy ~~shares~~ of ~~Common Stock of~~ the ~~Corporation~~Press ~~(collectively,~~Release ~~the~~is ~~“Reverse~~attached ~~Stock~~hereto ~~Splits”).~~as ~~When the~~Exhibit ~~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~~ 99.1~~,000,000~~ ~~issued~~ and ~~outstanding~~incorporated ~~shares~~herein ofby ~~Series~~this ~~A Preferred Stock~~reference.

~~The~~As ~~closing~~ of the ~~transactions~~date ~~under~~of this Report the ~~Exchange~~Closing ~~Agreement~~has (yet to occur. A number of the “conditions to Closing~~”),~~ ~~occurred~~have onyet ~~about~~to ~~May~~be 31satisfied, ~~2016 following~~including ~~the~~without ~~filing~~limitation, of(i) the ~~restated~~Company ~~articles~~not ofyet ~~incorporation~~being ofcurrent ~~the~~in ~~Company~~its ~~However,~~filing obligations with the ~~consummation~~SEC; ofand, ~~the~~(ii) ~~Reverse~~Migme ~~Stock~~and ~~Splits~~PGI ~~was~~have ~~deferred~~not byyet raised the ~~Company~~entire amount required under the Convertible Loans..

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”).2

~~Item~~The 5Company and Migme continue to work cooperatively toward a Closing.01 ~~Changes~~Each inparty ~~Control~~is ofcommitted ~~Registrant~~to the transaction and is taking all necessary action to satisfy all conditions to Closing.

~~In November~~Item ~~2016,~~9.01 ~~Leonard~~Financial ~~Caprino~~Statements ~~resigned~~And ~~as an officer and director of Solaris and Neil Kleinman was appointed as President and CEO~~Exhibits.

~~Item~~The ~~8.01~~following ~~Other~~exhibits ~~Events~~are furnished with this report:

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.

	Exhibit No.		Exhibit Description

	99.1		21 April 2017 Press Release.

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.3

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.SIGNATURE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: 26 June 2017	SOLARIS POWER CELLS, INC.

	By:	/s/ Neil Kleinman
		Neil Kleinman,
		Chief Executive Officer

~~December 1, 2016~~4

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