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): ~~April~~June 2115, 2017

SOLARIS POWER CELLS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	000-53982	46-3386352
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
of incorporation)	File Number)	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 3.01 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

On 2113 ~~April~~June 2017, the Board of Directors of Solaris Power Cells, Inc. (the “Company”) ~~and~~approved ~~migme Limited (“Migme”) executed a Share Exchange Agreement (~~the ~~“Agreement”)~~Certificate ~~under which the Company would acquire all~~ of ~~the issued and outstanding~~ ~~shares~~Amendment ofto ~~stock~~Articles of ~~Migme’s~~Incorporation ~~wholly-owned~~attached ~~subsidiary,~~hereto ~~Project~~as ~~Goth,~~Exhibit ~~Inc~~3.1 (the “~~PGI~~Amendment”). ~~PGI~~The ispurpose ~~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~~Amendment ~~the~~was ~~purchase by the Company of Migme’s entire operating assets and businesses.~~to:

~~Under the~~1. ~~terms~~Increase of the ~~Agreement,~~number ~~the Company will acquire 100%~~ of ~~the~~authorized ~~PGI~~ shares ~~(the~~of ~~“PGI~~Common ~~Shares”)~~Stock, ~~which~~$0.001 ispar value, to ~~include~~ ~~all PGI Shares owned by the Convertible Loan Financiers~~5,000,000,000. ~~as discussed below~~2. AtIncrease ~~Closing, in exchange for~~ the ~~PGI Shares, the Company will issue that~~ number of authorized shares of ~~the~~Preferred ~~Company’s~~Stock, ~~common stock representing 45% of the Company’s common stock (calculated on a fully diluted basis) at the Closing (the “Acquisition Shares”)~~$.0.001 ~~Upon~~par ~~Closing~~value, ~~Migme will be entitled~~ to ~~nominate~~11,000,000. ~~two~~3. ~~members~~Set to the ~~Company’s~~par ~~Board~~value of ~~Directors,~~the ~~with~~Common anand ~~additional~~Preferred ~~three~~Stock ~~directors~~ to ~~be nominated by the Company~~$0.001.

~~The~~ITEM ~~closing~~5.03 ofAmendments ~~the~~to ~~proposed~~Articles ~~transaction~~of ~~(the~~Incorporation ~~“Closing”) is conditioned on the satisfaction~~ or ~~waiver~~Bylaws; ofChange ain ~~number of~~Fiscal ~~conditions, including, though not limited to, the following:~~Year.

1.As noted ~~Migme obtaining shareholder approval~~ in ~~accordance~~Item ~~with~~3.03 ~~all applicable requirements of the Australian Securities Exchange~~above, ~~which is Australia’s primary securities exchange for public companies, and~~ on ~~which~~13 ~~Migme~~June is2017 ~~listed. 2. Migme and PGI raising at least One Million Five Hundred Thousand Dollars in exchange for convertible loans (~~the ~~“Convertible~~Board ~~Loans”)~~of onDirectors ~~terms~~approved ~~acceptable to Migme and~~ the ~~Company~~Amendment, ~~from~~as ~~investors~~more ~~(the~~particularly ~~“Convertible~~described ~~Loan~~in ~~Financiers”) who will be required to convert all such Convertible Loans into a pro rata amount of the Acquisition Shares~~Item 3.03 3above. ~~All~~The ~~inter-company~~disclosures ~~debt~~set ~~owed~~forth ~~to Migme by its subsidiaries are to be converted into additional shares~~ in ~~those~~Item ~~subsidiaries~~3.03, 4.above, ~~The~~are ~~Company~~hereby ~~must~~incorporated beby ~~current~~reference in ~~its~~this ~~SEC~~Item ~~reporting obligations.~~ 5. ~~Additional customary closing conditions~~03.

The ~~Agreement~~Amendment ~~includes~~was ~~customary~~duly ~~representations,~~filed ~~warranties~~with ~~and covenants of Migme and~~ the ~~Company.~~Nevada ~~The~~Secretary ~~foregoing description~~ of ~~the~~ ~~Agreement~~State ~~and~~on ~~transaction~~15 ~~envisioned~~June ~~thereunder does not purport to be complete and is qualified in its entirety by the actual Agreement~~2017.

~~Item 7~~ITEM 5.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

On 2114 ~~April~~June 2017 the ~~Company~~holders ~~issued~~of a ~~press~~majority ~~release~~of (the ~~“Press~~voting ~~Release”)~~rights ~~announcing~~of the ~~proposed acquisition described in Item 1.01, above. In the Press Release, the~~ Company’s ~~announced~~capital ~~that~~stock itapproved ~~believed that~~ the ~~Closing~~Amendment ~~would~~as ~~occur by 15~~more ~~June~~particularly ~~2017.~~described Ain ~~copy~~Item ~~of the Press Release is attached hereto as Exhibit 99~~3.103 ~~and incorporated herein by this reference~~above.

AsITEM ~~of the date of this Report the Closing has yet to occur~~9.01 AFinancial ~~number~~Statements ~~of the conditions to Closing have yet to be satisfied, including without limitation, (i) the Company not yet being current in its filing obligations with the SEC;~~ and, ~~(ii) Migme and PGI have not yet raised the entire amount required under the Convertible Loans~~Exhibits.

2(d) Exhibits.

The Company and Migme continue to work cooperatively toward a Closing. Each party is committed to the transaction and is taking all necessary action to satisfy all conditions to Closing.

Item 9.01 Financial Statements And Exhibits.

The following exhibits are furnished with this report:

	Exhibit No.		Exhibit Description
	99.1		21 April 2017 Press Release.
	3.1		Certificate of Amendment to Articles of Incorporation

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: 26 June 2017	SOLARIS POWER CELLS, INC.
Date: 28 June 2017	SOLARIS POWER CELLS, INC.
	By:	/s/ Neil Kleinman
		Neil Kleinman,
		Chief Executive Officer

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