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): 30December ~~August~~13, 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 1.0201 ~~Termination~~Entry ofinto a Material Definitive Agreement.

AsThe Company previously ~~disclosed~~entered ininto ~~the~~two ~~Form~~separate ~~8-K~~financing ~~filed~~agreements bywith ~~Solaris~~Blue ~~Power Cells~~Citi, ~~Inc.~~LLC (~~the~~ “~~Company~~Blue Citi”). onOn 2707 March ~~June~~ 2017, ~~on 21~~Blue ~~April~~Citi ~~2017~~purchased from the Company ~~and migme Limited (“Migme”) executed~~ a ~~Share~~Convertible ~~Exchange~~Promissory ~~Agreement~~Note (the “~~Agreement~~March Note”) ~~under~~ ~~which~~in the ~~Company~~principal amount ~~would acquire all~~ of ~~the issued and outstanding shares of stock of Migme’s wholly-owned subsidiary~~$15, ~~Project Goth~~125, ~~Inc.~~yielding ~~(“PGI”). PGI is a subsidiary of Migme that holds all of the operating companies of Migme~~$13,750 ~~as well as all intellectual property~~ of ~~Migme.~~gross ~~The~~proceeds ~~proposed~~to ~~transaction represented~~ the ~~purchase by the~~ Company ~~of Migme’s entire operating assets and businesses~~. InOn ~~exchange,~~31 ~~the~~May ~~Company~~2017 ~~was~~Blue toCiti ~~issue~~purchased ~~that~~from ~~number of shares of~~ the Company’s ~~common stock representing 45% of the Company’s common stock (calculated on~~ a ~~fully diluted basis) at the Closing. The closing of the~~Convertible ~~proposed~~Promissory ~~transaction~~Note (the “~~Closing~~May Note”) ~~was~~in ~~conditioned on~~ the ~~satisfaction~~principal oramount ~~waiver~~ of ~~a number of conditions~~$110, ~~including~~000, ~~though~~yielding ~~not limited to, Migme and PGI raising at least One Million Five Hundred Thousand Dollars (~~$1100,~~500,~~000) inof ~~exchange for~~gross ~~convertible~~proceeds ~~loans on terms acceptable~~ to ~~Migme and~~ the Company.

OnBlue 31Citi ~~July~~declared ~~2017~~both ~~Migme delivered to~~ the ~~Company~~March ~~written~~Note ~~notice~~and ~~that~~the ~~Migme~~May ~~was~~Note ~~“formally~~(collectively, ~~terminating~~ the ~~process towards the abovementioned transaction~~“Notes”.) ~~Though~~to ~~the~~be ~~Company~~in ~~was~~default ~~provided~~and ~~with~~filed ~~no other explanation or communication, said termination~~a ~~was~~lawsuit ~~clearly~~against the ~~result~~Company ofin the ~~inability~~Circuit Court of ~~Migme, PGI, and~~ the ~~Company~~Twelfth toJudicial ~~raise~~Circuit ~~the~~in ~~$1.5~~and ~~Million~~for ~~required~~Sarasota ~~to close the proposed transaction. Thereafter~~County, ~~the~~Florida ~~Company continued to exercise its best efforts to raise~~ (the ~~required capital, though with no success~~“Lawsuit”). The ~~Board~~Lawsuit ofalleged ~~Directors~~a default of the ~~Company~~Notes, ~~subsequently~~as ~~determined~~well ~~that~~as itfailure ~~was in the best interest~~ of the Company ~~and its shareholders~~ to ~~terminate~~pay ~~the~~certain ~~Agreement~~obligations ~~and~~(totaling ~~all transactions envisioned thereunder. As a result~~$68,045) ~~the Agreement has been terminated and all~~which ~~transactions~~were ~~envisioned~~assigned byto ~~and~~Blue ~~between Migme, PGI, and the Company will no longer be pursued~~Citi.

~~The~~On ~~foregoing~~or ~~description~~around of04 December 2017 the ~~Agreement~~Company and ~~the~~Blue ~~transactions~~Citi ~~contemplated~~entered ~~thereunder~~into doa ~~not~~settlement ~~purport~~agreement toin beorder ~~complete~~to resolve and ~~are~~settle ~~qualified~~the Lawsuit in(the ~~their~~“Settlement ~~entirety~~Agreement”). byThe ~~reference~~terms toof the ~~full~~Settlement ~~text~~Agreement included, without limitation, a settlement amount of $335,545.00 (the ~~Agreement~~“Settlement Amount”). The Settlement Amount will be converted into shares of Company common stock, ~~which~~to ~~was~~be ~~further~~issued ~~described~~pursuant into ~~the~~an ~~Form~~exemption ~~8-K~~from ~~filed~~registration provided by Section 3(a)(10) of the ~~Company~~Securities Act of 1933, onas 27amended. ~~June~~On 13 December 2017 the court in the Lawsuit issued a court order approving the Settlement Agreement (the “Court Order”).

~~Item 7~~ITEM 8.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

OnSee 31the ~~August~~description ~~2017~~of the ~~Company~~settlement ~~issued~~of athe ~~news~~Lawsuit ~~release~~and ~~regarding~~ the ~~termination~~execution of the Settlement Agreement, ~~and~~as ~~the~~approved ~~Company’s~~by ~~strategy following~~ the ~~termination~~Court ofOrder, in ~~the~~Item ~~Agreement~~1.01, above.

A copy of the news release is furnished with this Form 8-K as Exhibits 99.1 and is incorporated herein by reference. In accordance with General Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(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: 31 August 2017	SOLARIS POWER CELLS, INC.
Date: 21 December 2017	SOLARIS POWER CELLS, INC.
	By:	/s/ Neil Kleinman
		Neil Kleinman,
		Chief Executive Officer

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