UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~30 ~~14,~~August 2017

SOLARIS POWER CELLS, INC.

(Exact name of registrant as specified in its charter)

NEVADA		000-53982		46-3386352
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

2159 India Street

San Diego, CA 92101

(Address of Principal Executive Offices)

619-629-0922

(Registrant’s telephone number including area 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 240.14a-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))

ITEM 51.0102 ~~Changes~~Termination inof ~~Control~~a ofMaterial ~~Registrant~~Definitive Agreement.

OnAs 14previously ~~June~~disclosed ~~2017~~in ~~Neil~~the ~~Kleinman,~~Form ~~our~~8-K ~~Chief~~filed ~~Executive~~by ~~Officer~~Solaris ~~and~~Power aCells, ~~member~~Inc. ~~of our Board of Directors~~ (the “~~Kleinman~~Company”)~~, purchased~~ ~~one~~on ~~million~~27 (1June 2017,~~000,000)~~ ~~shares~~on 21 ofApril ~~Series~~2017 Athe ~~Preferred~~Company ~~Stock,~~and ~~par~~migme ~~value~~Limited ~~$0.001~~ (~~the~~ “~~Purchased Shares~~Migme”) of ~~Solaris~~executed ~~Power~~a ~~Cells,~~Share ~~Inc.~~Exchange Agreement (the “~~Company~~Agreement”) under ~~from~~which ~~Leonard~~the ~~Carpino,~~Company ~~our~~would ~~former~~acquire ~~president~~all of the issued and aoutstanding ~~former~~shares ~~member~~ of ~~our~~stock ~~Board~~ of ~~Directors~~Migme’s wholly-owned subsidiary, Project Goth, Inc. (“~~Caprino~~PGI”). ~~Kleinman~~PGI ~~paid~~is ~~Caprino~~a ~~Six~~subsidiary ~~Thousand~~of ~~Dollars~~Migme ~~($6,000)~~that ~~for~~holds all of the ~~Purchased~~operating companies of Migme, as well ~~Shares~~as inall aintellectual ~~private~~property ~~transaction~~of Migme. The ~~Purchased~~proposed ~~Shares~~transaction represented ~~all~~the purchase by the Company of Migme’s entire operating assets and businesses. In exchange, the ~~Series~~Company Awas ~~Preferred~~to ~~Stock~~issue ~~owned~~that bynumber ~~Caprino~~of ~~and~~shares ~~issued~~of the Company’s common stock byrepresenting 45% of the Company,’s ~~respectively.~~common ~~Kleinman~~stock ~~used~~(calculated ~~his~~on ~~own~~a ~~resources~~fully todiluted ~~fund~~basis) at the ~~acquisition~~Closing. ~~There~~The ~~are~~closing noof ~~provisions~~the proposed ~~known~~transaction to(the us“Closing”) in was conditioned on the ~~agreement~~satisfaction ~~between~~or ~~Kleinman~~waiver ~~and~~of ~~Caprino~~a ~~which~~number ~~could~~of ~~later~~conditions, including, ~~result~~though innot alimited ~~change~~to, inMigme ~~control~~and ofPGI ~~the~~raising ~~Company.~~at ~~The~~least ~~foregoing~~One ~~descriptions of~~Million ~~the~~Five ~~agreement~~Hundred ~~between~~Thousand ~~Kleinman~~Dollars ~~and~~($1,500,000) ~~Caprino~~in doexchange for ~~not~~convertible ~~purport~~loans on terms acceptable to beMigme ~~complete~~and the Company.

~~The~~On ~~Purchased~~31 ~~Shares~~July ~~afford~~2017 Migme delivered to the ~~holder~~Company written notice that Migme was “formally terminating the ~~right~~process totowards ~~have~~the abovementioned ~~two~~transaction”. ~~thousand~~Though ~~five~~the ~~hundred~~Company ~~(2,500)~~was ~~votes~~provided with no other explanation or communication, ~~for~~said ~~each~~termination was ~~share~~clearly the result of the ~~Purchased Shares~~inability of Migme, onPGI, ~~all~~and ~~matters~~the Company to raise the $1.5 Million required to beclose ~~voted~~the ~~upon~~proposed transaction. orThereafter, ~~consented~~the Company continued to byexercise its best efforts to raise the ~~shareholders~~required capital, though with no success. The Board of Directors of the Company. ~~This~~subsequently ~~right~~determined ~~results~~that it was in ~~Kleinman~~the best interest of the Company and its shareholders ~~having~~to ~~two~~terminate ~~billion~~the ~~five~~Agreement ~~hundred~~and ~~million~~all ~~(2,500,000,000)~~transactions ~~votes~~envisioned thereunder. As a result, ~~which~~the isAgreement ~~approximately~~has ~~51%~~been ofterminated and all transactions ~~voting~~envisioned ~~power~~by ofand between Migme, PGI, and the Company ~~as currently~~will ~~issued~~no ~~and~~longer ~~outstanding~~be pursued.

AsThe aforegoing ~~result~~description of the ~~private~~Agreement ~~transaction~~and ~~described above,~~ the ~~control~~transactions ~~block~~contemplated ofthereunder ~~stock~~do ofnot ~~this~~purport ~~Company,~~to ~~represented~~be bycomplete ~~the~~and ~~Purchased~~are qualified ~~Shares,~~in ~~has~~their ~~been~~entirety ~~transferred~~by ~~from~~reference ~~Caprino~~ to ~~Kleinman, and a change of control of~~ the ~~Company~~full ~~has~~text ~~occurred. Ownership~~ of the ~~Purchased Shares~~Agreement, ~~gives~~which ~~Kleinman~~was ~~effective~~further ~~voting~~described ~~control~~in onthe ~~matters~~Form ~~submitted~~8-K tofiled aby ~~shareholder vote up to and until~~ the ~~Purchased Shares~~Company noon ~~longer~~27 ~~give~~June ~~him more than 50% of the voting power of the Company~~2017.

~~ITEM 8~~Item 7.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

AsOn ~~part~~31 ofAugust 2017 the ~~filing~~Company ofissued ~~this~~a ~~Current~~news ~~Report~~release onregarding ~~Form~~the ~~8-K,~~termination weof ~~intend~~the toAgreement ~~revise, clarify~~ and ~~supplement~~the ~~our~~Company’s ~~risk~~strategy ~~factors. The risk~~following ~~factor below should be considered together with~~ the ~~other~~termination ~~risk~~of ~~factors described in our filings with~~ the ~~SEC under the Securities Exchange Act of 1934, as amended:~~Agreement.

~~Our~~A ~~Chief~~copy ~~Executive~~of ~~Officer,~~the ~~who~~news release is ~~also~~furnished awith ~~member~~this ofForm ~~our~~8-K ~~Board~~as Exhibits 99.1 and is incorporated herein by reference. In accordance with General Instructions B.2. of ~~Directors~~Form 8-K, ~~could~~the ~~exercise~~information ~~significant~~shall ~~influence~~not ~~over~~be usdeemed ~~through~~“filed” for purposes of Section 18 ~~his~~of ~~ownership~~the Securities Exchange Act of a1934, ~~control~~as ~~block~~amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of ~~stock~~1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

~~Neil~~Item Kleinman, our Chief Executive Officer and a member of our Board of Directors (“Kleinman”), is the owner of one million (1,000,000) shares (the “Preferred Shares”) of our Series A Preferred Stock (the “Series A”)9. ~~The Preferred Shares represent all of the Series A shares issued by the Company~~01. ~~One~~Financial ofStatements ~~the rights~~ and preferences afforded the Series A is the right to have two thousand five hundred (2,500) votes, for each share of the Series A, on all matters required to be voted upon or consented to by the shareholders of the CompanyExhibits. This right results in Kleinman having two billion five hundred million (2,500,000,000) votes, which is approximately 51% of all voting power of the Company as currently issued and outstanding. Kleinman is able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control matters requiring board or shareholder approval. In addition, the continued existence of a control block may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire us, which may adversely affect the market price of our common stock. While Kleinman owes us a fiduciary duty as a Director and Chief Executive Officer of the Company, Kleinman may vote the Preferred Shares in his capacity as a shareholder in a manner inconsistent with the interests or desires of other shareholders of the Company, favoring his own interests over the interests of other shareholders.

	(d)		Exhibits.

			The following exhibits are furnished with this report:

	Exhibit No.		Exhibit Description

	99.1		New release of the Company dated 31 August 2017.

SIGNATURE

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.

Date: 29 June 2017	SOLARIS POWER CELLS, INC.
Date: 31 August 2017	SOLARIS POWER CELLS, INC.
	By:	/s/ Neil Kleinman
		Neil Kleinman,
		Chief Executive Officer

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