SOLARIS POWER CELLS, INC. (OTCMKTS:SPCL) Files An 8-K Changes in Control of Registrant
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.
About SOLARIS POWER CELLS, INC. (OTCMKTS:SPCL)
Solaris Power Cells, Inc. is developing a renewable energy storage device, Passive Electron Storage Array (PESA) to market to residential and commercial industrial users. The Company has developed a prototype of its Solaris Power Cell, which is a 100% lead-free, solid state digital storage device. The Company’s device provides a printed circuit board assembly (PCBA) that creates an intelligent power cell creating digital energy storage solution capable of providing energy storage to applications normally reliant and equipped with highly toxic lead acid and nickel metal hydride batteries. Its products can use any renewable or non-renewable energy source, including sun, wind, water, motion or thermal to provide the energy to be stored. Its system stores direct current (DC) energy at a rate limited only by the network feeding it. Its system uses the energy collected by solar panels to charge a PESA array.
