Current Report Filing (8-k)
June 29 2017 - 2:04PM
Edgar (US Regulatory)
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 14, 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
5.01 Changes in Control of Registrant
On
14 June 2017 Neil Kleinman, our Chief Executive Officer and a member of our Board of Directors (“
Kleinman
”),
purchased one million (1,000,000) shares of Series A Preferred Stock, par value $0.001 (the “
Purchased Shares
”)
of Solaris Power Cells, Inc. (the “
Company
”) from Leonard Carpino, our former president and a former member
of our Board of Directors (“
Caprino
”). Kleinman paid Caprino Six Thousand Dollars ($6,000) for the Purchased
Shares in a private transaction. The Purchased Shares represented all of the Series A Preferred Stock owned by Caprino and issued
by the Company, respectively. Kleinman used his own resources to fund the acquisition. There are no provisions known to us in
the agreement between Kleinman and Caprino which could later result in a change in control of the Company. The foregoing descriptions
of the agreement between Kleinman and Caprino do not purport to be complete.
The
Purchased Shares afford the holder the right to have two thousand five hundred (2,500) votes, for each share of the Purchased
Shares, on all matters required to be voted upon or consented to by the shareholders of the Company. 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.
As
a result of the private transaction described above, the control block of stock of this Company, represented by the Purchased
Shares, has been transferred from Caprino to Kleinman, and a change of control of the Company has occurred. Ownership of the Purchased
Shares gives Kleinman effective voting control on matters submitted to a shareholder vote up to and until the Purchased Shares
no longer give him more than 50% of the voting power of the Company.
ITEM 8.01
Other Events.
As
part of the filing of this Current Report on Form 8-K, we intend to revise, clarify and supplement our risk factors. The risk
factor below should be considered together with the other risk factors described in our filings with the SEC under the Securities
Exchange Act of 1934, as amended:
Our
Chief Executive Officer, who is also a member of our Board of Directors, could exercise significant influence over us through
his ownership of a control block of stock.
Neil
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
”). The Preferred Shares represent all of the Series A shares issued by the Company. One of 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 Company. 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.
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.
|
|
|
|
By:
|
/s/
Neil Kleinman
|
|
|
Neil
Kleinman,
|
|
|
Chief
Executive Officer
|