UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(Mark
One)



[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended September 30, 2015



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from __________ to __________



Commission
file number 000-53982



SOLARIS
POWER CELLS, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                |  | 46-3386352            
|------------------------------------- |  | ----------------------
|(State
    or other jurisdiction      |  | (I.R.S.
    Employer  
|of
    incorporation or organization) |  | Identification
    No.



3111
E. Tahquitz Canyon Way, Palm Springs, California, 92262(Address of principal executive offices) (zip code)



760-600-5272

(Registrant’s
telephone number, including area code)



Not
Applicable

(Former
name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X] No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]                       
|-------------------------------- | -------------------------------------------------
|                                 | (Do not check
    if a smaller reporting company)
|Non-accelerated
    filer [  ]   | Smaller reporting
    company [X]                



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



APPLICABLE
ONLY TO CORPORATE ISSUERS



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 104,713,782
common shares issued and outstanding as at November 11, 2015.


















Table
of Contents



|PART
    I – FINANCIAL INFORMATION                                                                |    
|------------------------------------------------------------------------------------------------- | ---
|                                                                                                  |    
|Item
    1. Financial Statements                                                                  | F-1
|                                                                                                  |    
|Item
    2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3  
|                                                                                                  |    
|Item
    3. Quantitative and Qualitative Disclosures About Market Risk                            | 11 
|                                                                                                  |    
|Item
    4. Controls and Procedures                                                               | 11 
|                                                                                                  |    
|PART
    II – OTHER INFORMATION                                                                   |    
|                                                                                                  |    
|Item
    1. Legal Proceedings                                                                     | 12 
|                                                                                                  |    
|Item
    1A. Risk Factors                                                                         | 12 
|                                                                                                  |    
|Item
    2. Unregistered Sales of Equity Securities and Use of Proceeds                           | 12 
|                                                                                                  |    
|Item
    3. Defaults Upon Senior Securities                                                       | 12 
|                                                                                                  |    
|Item
    4. Mine Safety Disclosures                                                               | 12 
|                                                                                                  |    
|Item
    5. Other Information                                                                     | 12 
|                                                                                                  |    
|Item
    6. Exhibits                                                                              | 13 
|                                                                                                  |    
|SIGNATURES                                                                                        | 14 



2







PART
I – FINANCIAL INFORMATION



ITEM
1. FINANCIAL STATEMENTS.



Our
unaudited financial statements are stated in United States dollars and are prepared in accordance with United States generally
accepted accounting principles.



It
is the opinion of management that the unaudited condensed interim financial statements for the nine months ended September 30,
2015 includes all adjustments necessary in order to ensure that the unaudited condensed interim financial statements are not misleading.



F-1









Solaris
Power Cells, Inc.

Condensed
Balance Sheets



|                                                                                                                                                                         |  | September 30, 2015 |            |   | December 31, 2014 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ---------- | - | ----------------- | -
|                                                                                                                                                                         |  | (unaudited)        |            |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Assets                                                                                                                                                                   |  |                    |            |   |                   |  
|Current assets                                                                                                                                                           |  |                    |            |   |                   |  
|Cash and cash equivalents                                                                                                                                                |  |                    | 58,876     |   |                   | $
|Prepaid expense                                                                                                                                                          |  |                    | 81,332     |   |                   |  
|Total current assets                                                                                                                                                     |  |                    | 140,208    |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Long term assets                                                                                                                                                         |  |                    |            |   |                   |  
|Property and equipment, net                                                                                                                                              |  |                    | 18,750     |   |                   |  
|Total long term assets                                                                                                                                                   |  |                    | 18,750     |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Total assets                                                                                                                                                             |  | $                  | 158,958    |   |                   | $
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Liabilities and Stockholders’ Deficit                                                                                                                                    |  |                    |            |   |                   |  
|Current liabilities                                                                                                                                                      |  |                    |            |   |                   |  
|Accounts payable and accrued expenses                                                                                                                                    |  | $                  | 15,000     |   |                   | $
|Deferred compensation                                                                                                                                                    |  |                    | 57,368     |   |                   |  
|Convertible notes payable, net of discount                                                                                                                               |  |                    | 20,098     |   |                   |  
|Derivative liability                                                                                                                                                     |  |                    | 305,598    |   |                   |  
|Total current liabilities                                                                                                                                                |  |                    | 398,064    |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Long-term liabilities                                                                                                                                                    |  |                    |            |   |                   |  
|Convertible note payable, net of discount                                                                                                                                |  |                    | 9,535      |   |                   |  
|Total long-term liabilities                                                                                                                                              |  |                    | 9,535      |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Total liabilities                                                                                                                                                        |  |                    | 407,599    |   |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Stockholders’ deficit                                                                                                                                                    |  |                    |            |   |                   |  
|Common stock, $0.001 par value, 2,160,000,000 shares authorized; 100,213,782 and 71,286,683
    shares issued and outstanding, as of June 30, 2015 and December 31, 2014 |  |                    | 100,214    |   |                   |  
|Additional paid in capital                                                                                                                                               |  |                    | 5,289,745  |   |                   |  
|Stock warrants                                                                                                                                                           |  |                    | 127,056    |   |                   |  
|Accumulated deficit                                                                                                                                                      |  |                    | (5,765,656 | ) |                   |  
|Total stockholders’ deficit                                                                                                                                              |  |                    | (248,641   | ) |                   |  
|                                                                                                                                                                         |  |                    |            |   |                   |  
|Total liabilities and stockholders’ deficit                                                                                                                              |  | $                  | 158,958    |   |                   | $



See
accompanying notes to unaudited condensed financial statements





F-2







Solaris
Power Cells, Inc.

Condensed
Statements of Operations

(unaudited)



|                                                      |  | For the three months ended |            |   | For the nine months ended |  
|----------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | -
|                                                      |  | September 30,              |            |   | September 30,             |  
|                                                      |  | 2015                       |            |   | 2014                      |  
|                                                      |  |                            |            |   |                           |  
|Revenue                                               |  | $                          | 162        |   |                           | $
|                                                      |  |                            |            |   |                           |  
|Cost of goods sold                                    |  |                            | 50         |   |                           |  
|                                                      |  |                            |            |   |                           |  
|Gross profit                                          |  |                            | 111        |   |                           |  
|Operating expenses                                    |  |                            |            |   |                           |  
|Consulting                                            |  |                            | 30,914     |   |                           |  
|Professional fees                                     |  |                            | 3,574      |   |                           |  
|Research and development                              |  |                            | 20,553     |   |                           |  
|Travel and entertainment                              |  |                            | 6,714      |   |                           |  
|Wages, taxes and employee benefits                    |  |                            | -          |   |                           |  
|General and administrative                            |  |                            | 21,875     |   |                           |  
|Total operating expenses                              |  |                            | 83,629     |   |                           |  
|                                                      |  |                            |            |   |                           |  
|Loss from operations                                  |  |                            | (83,519    | ) |                           |  
|                                                      |  |                            |            |   |                           |  
|Other income (expense)                                |  |                            |            |   |                           |  
|Interest income (expense)                             |  |                            | 10,000     |   |                           |  
|Impairment of prepaid expense                         |  |                            | -          |   |                           |  
|Loss on disposal of equipment                         |  |                            | -          |   |                           |  
|Gain on extinguishment of debt                        |  |                            | 90,833     |   |                           |  
|Amortization of debt discount                         |  |                            | (32,968    | ) |                           |  
|Derivative expense                                    |  |                            | (258,068   | ) |                           |  
|Change in fair market value of derivative liability   |  |                            | 152,809    |   |                           |  
|Total other income (expense)                          |  |                            | (37,394    | ) |                           |  
|                                                      |  |                            |            |   |                           |  
|Net loss                                              |  | $                          | (120,913   | ) |                           | $
|                                                      |  |                            |            |   |                           |  
|Basic and diluted loss per share                      |  | $                          | (0.00      | ) |                           | $
|Weighted average shares outstanding Basic and diluted |  |                            | 93,952,911 |   |                           |  



See
accompanying notes to unaudited condensed financial statements



F-3







Solaris
Power Cells, Inc.

Condensed
Statements of Cash Flow

(unaudited)



|                                                                       |  | For the nine months ended |           
|---------------------------------------------------------------------- |  | ------------------------- | ----------
|                                                                       |  | September 30,             |           
|                                                                       |  | 2015                      |           
|Cash flows from operating activities                                   |  |                           |           
|Net loss                                                               |  | $                         | (1,117,404
|Adjustments to reconcile net loss to cash used in operating activities |  |                           |           
|Amortization of interest and OID fees                                  |  |                           | 49,645    
|Change in fair market value of derivative liability                    |  |                           | (283,201  
|Debt discount amortization                                             |  |                           | -         
|Depreciation expense                                                   |  |                           | 8,005     
|Derivative expense                                                     |  |                           | 444,001   
|Gain on extinguishment of debt                                         |  |                           | (90,833   
|Impairment of prepaid expense                                          |  |                           | -         
|Loss on disposal of equipment                                          |  |                           | -         
|Stock issued for compensation                                          |  |                           | 778,770   
|(Increase) decrease in current assets                                  |  |                           |           
|(Increase) decrease in prepaid expenses                                |  |                           | -         
|(Increase) decrease in inventory                                       |  |                           | -         
|Increase (decrease) in current liabilities:                            |  |                           |           
|Increase in accounts payable and accrued liabilities                   |  |                           | 3,564     
|Net cash used in operating activities                                  |  |                           | (207,453  
|Cash flows from investing activities                                   |  |                           |           
|Purchase of property and equipment                                     |  |                           | -         
|Net cash used in investing activities                                  |  |                           | -         
|Cash flows from financing activities                                   |  |                           |           
|Proceeds from the sale of common stock                                 |  |                           | 75,750    
|Proceeds from sale of convertible debt                                 |  |                           | 180,000   
|Payment of deferred compensation                                       |  |                           | (55,000   
|Net cash provided by financing activities                              |  |                           | 200,750   
|Net decrease in cash and cash equivalents                              |  |                           | (6,704    
|Cash and cash equivalents, beginning balance                           |  |                           | 65,580    
|Cash and cash equivalents, ending balance                              |  | $                         | 58,876    
|                                                                       |  |                           |           
|Supplementary information                                              |  |                           |           
|Cash paid during the year for:                                         |  |                           |           
|Interest                                                               |  | $                         | -         
|Income taxes                                                           |  | $                         | 800       
|Non cash investing and financing activity                              |  |                           |           
|Common stock issued for conversion of notes payable                    |  | $                         | 61,500    



See
accompanying notes to unaudited condensed financial statements





F-4









Solaris
Power Cells, Inc.

Notes
to Unaudited Financial Statements

September
30, 2015



NOTE
1 – ORGANIZATION AND OPERATIONS



Solaris
Power Cells, Inc. (formerly Rolling Technologies, Inc.) (“Solaris” and the “Company”) was incorporated
in Nevada on July 27, 2007.



The
Company is developing a renewable energy storage device to market to residential and commercial industrial users. Solaris currently
has developed a prototype of our Solaris Power Cell.



NOTE
2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



The
accompanying unaudited interim financial statements of Solaris Power Cells have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read
in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2014 and 2013 contained
in the Company’s Form 10-K originally filed with the Securities and Exchange Commission on April 21, 2015. In the opinion
of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited consolidated financial statements for years ended
December 31, 2014 and 2013 as reported in the Company’s Form 10-K have been omitted.



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.



Property
and equipment, net



Property
and equipment are being depreciated over their estimated useful lives, 3 to 5 years, using the straight-line method of depreciation
for book purposes. As of September 30, 2015, property and equipment consisted of the following:





F-5







|                               |  | September 30, 2015 |         |   | December 31, 2014 |  
|------------------------------ |  | ------------------ | ------- | - | ----------------- | -
|                               |  |                    |         |   |                   |  
|Office equipment               |  | $                  | 9,894   |   |                   | $
|Furniture and fixtures         |  |                    | 20,272  |   |                   |  
|Computer equipment             |  |                    | 5,488   |   |                   |  
|Software                       |  |                    | 4,477   |   |                   |  
|                               |  |                    | 40,131  |   |                   |  
|Less: accumulated depreciation |  |                    | (21,381 | ) |                   |  
|Property and equipment, net    |  | $                  | 18,750  |   |                   | $





For
the nine months ended September 30, 2015 and 2014, the Company recorded a depreciation expense of $8,005 and $8,947, respectively.



Recently
Adopted Accounting Pronouncements



The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial
position or results of operations.



NOTE
3 - GOING CONCERN



The
accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the nine months
ended September 30, 2015, the Company incurred a net loss of $1,117,404, which included a deduction for derivative expenses of
$444,001, consulting expense of $825,624 and as of the same date has an accumulated deficit of $5,765,656. If the Company is unable
to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail
its business sharply or cease business altogether. These factors raise substantial doubt about the Company’s ability to
continue as a going concern.



The
financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.



The
Company is taking certain steps to provide the necessary capital to continue its operations. These steps included, but are not
limited to: 1) focus on sales to minimize the need for capital at this stage; 2) converting part of the outstanding accounts payable
to equity; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.





F-6







NOTE
4 –NOTES PAYABLE



The
Company entered into a convertible note agreement on September 2, 2014 for $500,000. Pursuant to the agreement, the Company shall
receive $450,000 against the $500,000 note, after the original issue discount of $50,000. The Maturity Date of the note is 2 years
from the date of each advance. The Lender has the right, at any time after the advance, at its election, to convert all or part
of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable
shares of common stock of the Company as per the conversion formula. The conversion price is the lesser of $0.26 or 60% of the
lowest trade price in the 25 trading days previous to the conversion. If the Company does not repay on or before 90 days from
the date of advance, a one-time interest charge of 12% shall be applied to the principal sum. The Lender advanced $50,000 at the
closing of note. Pursuant to the terms of the note, the original issue discount amounted to $5,556. Since, the note did not have
a conventional conversion feature and had a variable conversion price indexed to the market price, the conversion feature was
separately valued and was recorded as a derivative liability. The Company issued 3,477,098 shares from March 5, 2015 to June 22,
2015 for the full conversion of the note. The Company fully amortized the original issue discount of $5,556 and removed the related
derivative liability of $114,143, on the conversion of the note.



On
February 25, 2015, the lender advanced another $30,000 against the same note. The Company recorded an interest and original issue
discount of $7,333 which is being amortized over the term of the note of 2 years from the date of advance. The Company calculated
an initial derivative liability on the note of $211,197. Of this value, $30,000 was recorded as debt discount and is being amortized
over the term of the note. The balance amount of $181,197 was recorded as derivative liability. This derivative liability was
revalued and on September 30, 2015, the fair value of the derivative liability was $36,242. The change in derivative liability
was charged to the income statement. During the three months period ended September 30, 2015, the note holder converted partial
note. The Company issued 3,000,000 shares to the note holder for conversion of $11,500 of the total note. This note conversion
reduced the derivative liability by $26,493. During the nine months ended September 30, 2015, the Company amortized $8,918 of
debt discount and $2,180 of the original issue discount and interest.



On
June 24, 2015, the same lender advanced an additional $50,000 against the note. The Company recorded an interest and original
issue discount of $12,222 which is being amortized over the term of the note of 2 years from the date of advance. The Company
calculated an initial derivative liability on the note of $99,211. $52,242 was recorded as debt discount and is being amortized
over the term of the note.This derivative liability was revalued and on September 30, 2015, the fair value of the derivative liability
was $87,241. The change in derivative liability was charged to the income statement. During the three months ended September 30,
2015, the Company amortized $8,020 of debt discount and $1,960 of the original issue discount and interest.



On
May 26, 2015, the Company entered into another convertible note agreement for $110,000. Pursuant to the agreement, the Company
is to receive $100,000 against the $110,000 note, after the original issue discount of $10,000. The lender advanced $50,000 at
closing and altered the original issue discount to $6,000 plus legal fees of $5,000. The, Maturity Date of the note is May 26,
2016. The lender has the right, at any time after 90 days of the advance, at its election, to convert all or part of the outstanding
and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common
stock of the Company as per the conversion formula. The conversion price is 40% of the lowest trade price in the 25 trading days
immediately preceding the issuance date or 40% of lowest trading price during 25 days immediately prior to the conversion. A one-time
Interest charge of 10% shall be applied to the principal sum. Since the note is not convertible until August 26, 2015, the Company
did not record any derivative liability on the note at closing, but did so on August 24, 2015, in the amount of $140,532 and recorded
$50,000 as debt discount and is being amortized over the term of the note. This derivative liability was revalued and on September
30, 2015, the fair value of the derivative liability was $102,234. The change in derivative liability was charged to the income
statement. During the three months ended September 30, 2015, the Company amortized $6,703 of debt discount and $3,817 of the original
issue discount and interest.





F-7







The
Company entered into another convertible note agreement on June 9, 2015 for $250,000. Pursuant to the agreement, the Company shall
receive $225,000 against the $250,000 note, after the original issue discount of $25,000. The maturity date of the note is 2 years
from the date of each advance. The lender has the right, at any time after the advance, at its election, to convert all or part
of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable
shares of common stock of the Company as per the conversion formula. The conversion price is the lesser of $0.05 or 55% of lowest
trading price during 25 days immediately preceding the conversion date. A one-time Interest charge of 12% shall be applied to
the principal sum. The lender advanced $50,000 at the closing of note. Pursuant to the terms of the note, the original issue discount
amounted to $5,556. Since, the note did not have a conventional conversion feature and had a variable conversion price indexed
to the market price, the conversion feature was separately valued and was recorded as a derivative liability. The Company calculated
an initial derivative liability on the note of $168,325. Of this value, $50,000 was recorded as debt discount and is being amortized
over the term of the note. The balance amount of $118,325 was recorded as derivative liability. This derivative liability was
revalued and on September 30, 2015, the fair value of the derivative liability was $79,882. The change in derivative liability
was charged to the income statement. During the nine months ended September 30, 2015, the Company amortized $6,301 of debt discount
and $1,462 of the original issue discount and interest.



NOTE
5 – DEFERRED COMPENSATION



The
Company owed $57,368 and $112,368 as of September 30, 2015 and December 31, 2014, respectively, to the officers and directors
and an ex-officer for past due compensation. This amount is unsecured, non interest bearing and due on demand. During the nine
months ended September 30, 2015 the Company repaid $55,000 of the debt owed to officers and directors.



NOTE
6 – EQUITY TRANSACTIONS



During
the nine months ended September 30, 2015, the Company issued 3,477,000 common shares to fully convert a $50,000 convertible note
payable.



During
the nine months ended September 30, 2015, the Company sold 2,100,000 of its common restricted shares for a total consideration
of $75,750.



During
the nine months ended September 30, 2015, the Company issued 13,350,000 shares to various consultants for services rendered for
an aggregate amount of $760,000.



On
July 23, 2015, the Company issued 7,000,000 common shares to a consultant recorded at a cost of $0.014 per share for total consideration
of $100,100.



On
August 27 and September 28, 2015 the Company issued 1,000,000 and 2,000,000 shares to reduce a convertible note payable by $11,500
(See Note 4).



NOTE
7 – SUBSEQUENT EVENTS



In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2015 to the date these financial
statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial
statements.



F-8







ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



Forward-Looking
Statements



This
quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections of events, revenues,
income, future economic performance or management’s plans and objectives for future operations. In some cases, you can identify
forward-looking statements by the use of terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements
made in this quarterly report on Form 10-Q include statements about:



| | ● | our marketing
    plan;                                                           
| | - | ----------------------------------------------------------------------------------
| |   |                                                                                   
| | ● | our plans to
    hire industry experts and expand our management team;            
| |   |                                                                                   
| | ● | our beliefs
    regarding the future of our competitors;                          
| |   |                                                                                   
| | ● | our anticipated
    development schedule;                                         
| |   |                                                                                   
| | ● | the anticipated
    benefits of our product;                                      
| |   |                                                                                   
| | ● | our expectation
    that the demand for our products will eventually increase; and
| |   |                                                                                   
| | ● | our expectation
    that we will be able to raise capital when we need it.        



These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:



| | ● | general economic
    and business conditions;                                        
| | - | -------------------------------------------------------------------------------------
| |   |                                                                                      
| | ● | we may have
    product liability claims;                                            
| |   |                                                                                      
| | ● | we may not
    be successful in commercialization of our products;                   
| |   |                                                                                      
| | ● | regulatory
    changes may hurt the market for our products;                         
| |   |                                                                                      
| | ● | we may not
    be able to protect our intellectual property rights;                  
| |   |                                                                                      
| | ● | our auditors
    have issued a going concern opinion regarding our company;          
| |   |                                                                                      
| | ● | competition
    for, among other things, capital, products and skilled personnel; and
| |   |                                                                                      
| | ● | other factors
    discussed under the section entitled “Risk Factors”,               



any
of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements.



While
these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.



As
used in this report, the terms “we”, “us” and “our” mean Solaris Power Cells, Inc., a Nevada
corporation. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references
to “common shares” refer to the common shares in our capital stock.





3







Corporate
Overview



We
were formed as a Nevada corporation, “Rolling Technologies, Inc.” on July 27, 2007. On August 12, 2013, we changed
our name to Solaris Power Cells, Inc. Effective August 12, 2013, we effected a 24 for 1 forward stock split of our authorized,
and issued and outstanding shares of common stock. Our authorized common stock increased from 90,000,000 shares of common stock
to 2,160,000,000 shares of common stock.



We
are developing a renewable energy storage device, known as a “passive electron storage array”, to market to residential
and commercial industrial users. We currently have developed a prototype of our Solaris Power Cell, which is a 100% lead-free,
solid state digital storage device. Our device provides a PCBA (Printed Circuit Board Assembly) 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, nickel metal hydride batteries. Our products can use any renewable or non-renewable energy source
including sun, wind, water, motion or thermal to provide the energy to be stored. To date we do not have any sales contracts.



Our
system stores DC energy at a rate limited only by the network feeding it, as it has efficiencies reaching 98%. Our product design
allows for mass production and we anticipate it will compete head on with lead acid batteries.



Off-grid
lithium-ion and other battery types currently used in energy storage is limited in the flow of energy that can be accepted and
stored at any given time and suffer from deficiencies such as short-life-cycles and are a hazardous waste product. In a typical
battery, only a percentage of the energy sent to the battery is accepted; the balance is wasted. Our product is anticipated to
accept close to 100% of its storage capacity very quickly because our charging process is only limited by the network, and not
our technology.



A
normal battery can take hours to recharge, whereas our product can recharge in significantly less time compared to similar voltage
storage capacity. A typical battery has a lifespan of 400-500 charge/discharge cycles, whereas our product can have 1,000,000
charge/discharge cycles.



Solar
panel manufacturers and other energy providers are working to maximize the amount of electrical power they can generate, but they
are losing that power to poor battery performance. We hope we can provide a better solution to those manufactures for use by the
end users, and into new markets.



We
incorporate and implement a digital balancing design to insure the proper voltage is maintained on each power cell, thus making
each cell smart. The energy is available to the regulator circuits that will regulate the output current and voltage. The capacity
of the storage transfer rate is not limited in voltage or current and is controlled by our intelligent power controller and can
be configured per application. The output of regulator section can be greater or less than the input voltage provided by the power
cell. The output from the power cell system is regulated AC or DC power provided to the connected electrical systems.



Results
of Operations



The
following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three
and nine months ended September 30, 2015 and September 30, 2014.



Revenues



We
have limited operational history. We do not anticipate earning adequate revenues until we procure additional financing to manufacture
and market our products. There is no assurance that we will earn adequate revenues or amounts that will enable us to continue
as a going concern. During the nine months ended September 30, 2015 and September 30, 2014, we generated $24,658 and $30,110 from
the sale of inventory and experimental items.



Expenses



Our
operating expenses for the three months ended September 30. 2015 and 2014 were $83,629 and $166,760 respectively. The reduction
of $83,131 or 50% was the result of managements’ decision to discontinue their salaries beyond December 31, 2014 minus additional
costs attributed to the retention of outsourced consulting services and additional research and development on new products.



Operating
expenses for the nine months ended September 30, 2015 were $1,004,274, including $778,770 of stock based compensation compared
to $771,736 which included stock based compensation of $154,167. The increase in expenses was primarily the result of outsourcing
consulting services to work on the development of our products.





4







Liquidity
and Capital Resources



Working
Capital as at September 30, 2015



|                                 |  | As
    of              |          |   | As
    of             |  
|-------------------------------- |  | ---------------------- | -------- | - | --------------------- | -
|                                 |  | September
    30, 2015 |          |   | December
    31, 2014 |  
|Current
    Assets               |  | $                      | 140,208  |   |                       | $
|Current Liabilities              |  | $                      | (398,064 | ) |                       | $
|Working Capital
    (Deficiency) |  | $                      | (257,856 | ) |                       | $



Our
working capital deficiency increased from a deficiency of $179,032 to a working capital deficiency of $257,856 primarily as a
result of continued operational costs, additional stock based payroll costs and ongoing research and development.



We
have incurred operating losses since inception, and this is likely to continue in the foreseeable future. We require funds to
enable us to address our minimum current and ongoing expenses.



Cash
Flows



During
the nine months ended September 30, 2015, we used net cash in operating activities in the amount of $207,453 compared to $554,901
for the nine months ended September 30, 2014. The reduction in cash used in the nine months ended September 30, 2015 compared
to the same nine months in 2014, was primarily due to the reduction of cash paid for expenses associated with research and development,
advertising, marketing, accounting, legal and wages.



Our
cash provided by financing activities for the nine months ended September 30, 2015 decreased to $200,750 from $450,000 as the
result of a reduction in the sales of common stock.



No
cash was used for investing activities during the nine months ended September 30, 2015 as compared to $4,482 during the nine months
ended September 30, 2014.



Going
Concern



We
anticipate that our cash on hand will not be sufficient to satisfy all of our cash requirements for the next twelve month period.
We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly,
if the volatile conditions in the stock and financial markets persist. If we require any additional financing, we plan to raise
any such additional capital primarily through equity financing and loans from our directors, provided that such funding continues
to be available to our company. We plan to continue to seek additional funds from our directors to fund our day-to-day operations
until equity financing can be pursued. We have no guarantee that our directors will continue to fund our day-today operations.
The issuance of additional equity securities by our company may result in a significant dilution in the equity interests of our
current stockholders. There is no assurance that we will be able to obtain further funds required for our continued operations
or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain additional financing as required on a timely basis, we will not be able to meet certain obligations
as they become due and we will be forced to scale down or perhaps even cease our operations.



Future
Financings



We
will require additional financing to fund our planned operations, including further development, regulatory requirements, and
commercializing our existing assets. We currently do not have committed sources of additional financing and may not be able to
obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly,
the market for early development stage company stocks persist.



There
can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed,
we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our
business.





5







Since
inception, we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund
our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing
stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase
our liabilities and future cash commitments.



There
is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her,
or its investment in our common stock. Further, we may continue to be unprofitable.



Off-Balance
Sheet Arrangements



We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.



Risks
Associated with our Business



We
will encounter manufacturing risks and may face product liability claims.



Our
manufacture and sale of battery systems may expose us to significant risk of product liability claims. We may obtain product liability
insurance, but such coverage may be inadequate to protect us from any liabilities we may incur, or we may not be able to maintain
adequate product liability insurance at acceptable rates. If a product liability claim or series of claims were brought against
us for uninsured liabilities or for amounts in excess of insurance coverage, and it is ultimately determined that we are liable,
we may be liable to pay the claim, which could exceed the resources available to us. In addition, we could experience some material
design or manufacturing failure, a quality system failure, other safety issues or heightened regulatory scrutiny that may warrant
a recall of our products. A recall of any of our products could also result in increased product liability claims and damage to
our reputation.



Since
we lack a meaningful operating history, it is difficult for potential investors to evaluate our business.



Our
limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. We are
subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a
new business. Investors should evaluate an investment in us in light of the uncertainties encountered by new companies in an intensely
competitive industry. Our business is dependent upon the implementation of our business plan, as well as our ability to enter
into agreements with third parties for, among other things, the manufacturing of our products on commercially favorable terms.
There can be no assurance that our efforts will be successful or that we will be able to attain profitability.



We
may not be able to achieve commercialization of any products on the timetable we anticipate, or at all.



We
cannot guarantee that we will be able to continue to develop commercially viable battery systems on the timetable we anticipate,
or at all. The continued commercialization of our battery system requires substantial technological advances to improve the efficiency,
functionality, durability, reliability, cost and performance of these products and to develop commercial volume manufacturing
processes for our future products. Developing our technology may require substantial capital, and we cannot assure you that we
will be able to generate or secure sufficient funding on acceptable terms to pursue commercialization plans on a larger scale.
In addition, before any product can be released to market, it must be subjected to numerous field tests. These field tests may
encounter problems and delays for a number of reasons, many of which are beyond our control. If these field tests reveal technical
defects or reveal that our potential products do not meet performance goals, including useful life, reliability, and durability,
our commercialization schedule could be delayed, and potential purchasers may decline to purchase future systems and products.



The
commercialization of our battery systems also may depend on our ability to significantly reduce the costs of future systems and
products. We cannot assure you that we will be able to sufficiently reduce the cost of these products versus existing technologies
without reducing performance, reliability and durability, which would adversely affect consumers’ willingness to buy future
products.





6







We
cannot assure you that we will be able to successfully execute our business plan.



The
execution of our business plan poses many challenges and is based on a number of assumptions. We cannot assure you that we will
be able to execute our business plan. Narrowing the scope of our development activities may not accelerate product commercialization.
If we experience significant cost overruns on any of our product development programs, or if our business plan is more costly
than anticipated, certain research and development activities may be delayed or eliminated, resulting in changes or delays to
our commercialization plans.



Potential
fluctuations in our financial and business results makes forecasting difficult and may restrict our access to funding for our
commercialization plan.



We
expect our operating results to vary significantly from quarter to quarter and even year to year. As a result, quarter to quarter
or year to year comparisons of these operating results are not expected to be meaningful. Due to our business’ stage of
development, it is difficult to predict potential future revenues, if any, or results of operations accurately. It is likely that
in one or more future quarters our operating results will fall below the expectations of investors or securities analysts, if
any, who follow our Company. In addition, investors or security analysts may misunderstand our business decisions or have expectations
that are inconsistent with our business plan. This may result in our business activities not meeting their expectations. Not meeting
investor or security analyst expectations may materially and adversely impact the trading price of our common shares, and increase
the cost and restrict our ability to secure required funding to pursue our commercialization plans.



A
mass market for our products may never develop or may take longer to develop than we anticipate.



We
do not know whether end-users will want to use our products. The development of a mass market for our battery system may be affected
by many factors, some of which are beyond our control, including the emergence of newer, more competitive technologies and products,
the future cost of raw materials used by our systems, regulatory requirements, consumer perceptions of the safety of any developed
products and consumer reluctance to buy a new product.



If
a mass market fails to develop or develops more slowly than anticipated, we may be unable to recover the losses it will have incurred
in the development of our current and potential future products and may never achieve profitability. In addition, we cannot guarantee
that we will be able to develop, manufacture or market any products if sales levels do not support the continuation of those products.



Regulatory
changes could hurt the market for our products.



Changes
in existing government regulations and the emergence of new regulations with respect to our products may hurt the market for our
future products. Environmental laws and regulations in the U.S. and other countries have driven interest in alternate energy systems.
We cannot guarantee that these laws and policies will not change. Changes in these laws and other laws and policies or the failure
of these laws and policies to become more widespread could result in consumers abandoning their interest in our products in favor
of alternative technologies. In addition, as alternative energy products are introduced into the market, the governments in countries
we intend to market our products may impose burdensome requirements and restrictions on the use of these technologies that could
reduce or eliminate demand for some or all of our potential products.



If
we fail to protect our intellectual property rights, competitors may be able to use our technology, which could weaken our competitive
position, eliminate the potential for future revenue and increase costs.



We
believe that our long-term success will depend to a large degree on our ability to protect the proprietary technology that we
have developed or any other technology that we may develop or acquire in the future. Although we intend to aggressively pursue
anyone we reasonably believe is infringing upon our intellectual property rights, initiating and maintaining suits against third
parties that may infringe upon those intellectual property rights will require substantial financial resources. In addition, significant
financial resources could be required to defend against any suits brought against us claiming our infringement of others’
intellectual property rights. We may not have the financial resources to bring or defend such suits, and if such suits emerge,
we may not prevail. Regardless of our success in any such actions, we could incur significant expenses in connection with such
suits.





7







Failure
to protect any intellectual property rights could seriously harm our business and prospects because we believe that developing
new systems and products that are unique to us is critical to our success. We will rely on patent, trade secret, trademark and
copyright law to protect our intellectual property. However, some of the intellectual property may not be covered by any patent
or patent application, and certain patents will eventually expire. We cannot assure that any present or future issued patents
will protect the technology. Moreover, our patent position is subject to complex factual and legal issues that may give rise to
uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, there is no assurance that:



| | ● | any
    of the patents or patent applications developed, acquired or licensed by us will not be invalidated, circumvented, challenged,
    or rendered unenforceable; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                         
| | ● | any
    potential future patent applications will be issued with the breadth of claim coverage sought by us, if issued at all.                                          



In
addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in
certain countries.



We
may also seek to protect any proprietary intellectual property, including intellectual property that may not be patented or patentable,
in part by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees.
We can provide no assurance that these agreements will not be breached, that we will have adequate remedies for any breach or
that such persons or institutions will not assert rights to intellectual property arising out of these relationships.



Future
intellectual property may be acquired without typical representations and warranties. If necessary or desirable, we may seek further
licenses under the patents or other intellectual property rights of others. However, we can give no assurances that we will obtain
such licenses or that the terms of any offered licenses will be acceptable to us. The failure to obtain a license from a third
party for intellectual property we use could cause us to incur substantial liabilities and to suspend the development, manufacture
or shipment of products or our use of processes requiring the use of such intellectual property.



We
may be involved in intellectual property litigation that causes us to incur significant expenses or prevents us from selling any
developed products.



We
may become subject to lawsuits in which it is alleged that we have infringed the intellectual property rights of others or commence
lawsuits against others who we believe are infringing upon our rights. Involvement in intellectual property litigation could result
in significant expense, adversely affecting the development of the challenged product or intellectual property and diverting the
efforts of our technical and management personnel, whether or not such litigation is resolved in its favor. In the event of an
adverse outcome as a defendant in any such litigation, we may, among other things, be required to:



| | ● | pay
    substantial damages;                                                                                                                           
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| | ● | cease
    the development, manufacture, use, sale or importation of any developed products that infringe upon other patented intellectual
    property;
| |   |                                                                                                                                                        
| | ● | expend
    significant resources to develop or acquire non-infringing intellectual property;                                                           
| |   |                                                                                                                                                        
| | ● | discontinue
    processes incorporating infringing technology; or                                                                                      
| |   |                                                                                                                                                        
| | ● | obtain
    licenses to the infringing intellectual property.                                                                                           



We
can provide no assurance that we would be successful in such development or acquisition, or that such licenses would be available
upon reasonable terms. Any such development, acquisition or license could require the expenditure of substantial time and other
resources and could have a material adverse effect on our business and financial results.





8







We
will face significant competition.



As
alternative energy technologies have the potential to replace existing power products, competition for those products will come
from current power technologies, from improvements to current power technologies, and from new alternative power technologies,
including other types of alternative energy technologies. Each of our target markets is currently serviced by existing manufacturers
with existing customers and suppliers. These manufacturers use proven and widely accepted technologies.



Additionally,
there are competitors working on developing other technologies related to our system, such as advanced lithium-ion batteries and
battery/fuel cell hybrids in each of our targeted markets. Some of these technologies are as capable of fulfilling existing and
proposed regulatory requirements as our technology.



There
are many different individuals, institutions and companies across the United States, Canada, Europe and Japan, including corporations,
national laboratories and universities that are actively engaged in the development and manufacture of alternative energy technologies.
Each of these competitors has the potential to capture market share in any of our future target markets.



Many
of these competitors have substantial financial resources, customer bases, strategic alliances, manufacturing, marketing and sales
capabilities, and businesses or other resources which give them significant competitive advantages over our company.



The
loss of the services of certain key employees, or the failure to attract additional key individuals, would materially adversely
affect our business.



Our
success will depend on the continued services of certain technology development and marketing personnel. In addition, our success
depends in large part on our ability in the future to attract and retain key management, engineering, scientific, manufacturing
and operating personnel. Recruiting personnel for the alternative energy industries is highly competitive. We cannot guarantee
that we will be able to attract and retain qualified executive, managerial and technical personnel needed for the development
of potential products business. Our failure to attract or retain qualified personnel could have a material adverse effect on our
business. Liquidity issues, discussed earlier, could severely impact our ability to attract qualified key personnel or retain
existing personnel.



New
legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.



The
Sarbanes-Oxley Act of 2002was enacted in response to public concerns regarding corporate accountability in connection
with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act of 2002are to increase corporate responsibility,
to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors
by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act
of 2002 generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities
Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act of 2002.
The enactment of the Sarbanes-Oxley Act of 2002has resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these
recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract
and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor
developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the
timing of such costs.



Risks
Associated with our Financial Condition



Because
our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment
in our company.



We
have incurred cumulative net losses of $5,765,656 since July 27, 2007. We have not attained profitable operations. As of September
30, 2015 we had cash in the amount of $58,876. Our future is dependent upon our ability to obtain financing or upon future profitable
operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing.
Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement
or loan of funds. For these reasons, our auditors stated in their report to our financial statements for the year ended December
31, 2014 that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk
that you could lose the entire amount of your investment in our company.





9







Risks
Related to Our Securities



If
a market for our common stock does not develop, shareholders may be unable to sell their shares.



A
market for our common stock may never develop. We are listed for trading on the OTC Bulletin Board but have limited trading. A
public market may not materialize. If a public market for our common stock does not develop, investors may not be able to sell
the shares of our common stock that they have purchased and may lose all of their investment.



If
we issue shares of preferred stock with superior rights than the common stock, it could result in the decrease the value of our
common stock and delay or prevent a change in control of us.



Our
board of directors is authorized to issue up to 10,000,000 shares of preferred stock. Our board of directors has the power to
establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect
to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common
stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right
to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain
circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by
the stockholders and may adversely affect the voting and other rights of the holders of common stock.



If
a public market for our common stock develops, short selling could increase the volatility of our stock price.



Short
selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to
cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at
a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales
could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the
effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty
bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock
may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued
at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges.
Such short selling, if it were to occur, could impact the value of our stock in an extreme and volatile manner to the detriment
of our shareholders.



Because
we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common
stock.



We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors,
including, but not limited to, our financial condition, operating results, cash needs, growth plans and the terms of any credit
agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price
appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not
purchase our common stock.



Because
we will be subject to the “Penny Stock” rules, the level of trading activity in our stock may be limited.



Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered
on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s
account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited
investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors
in our common stock may find it difficult to sell their shares.





10







We
will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation on the over-the-counter
bulletin board if we are not current in our filings with the SEC.



In
the event that our shares are quoted on the over-the-counter bulletin board, we will be required order to remain current in our
filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board.
In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated
following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation
on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.



ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Not
applicable.



ITEM
4. CONTROLS AND PROCEDURES.



Disclosure
Controls and Procedures



As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the
participation of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report
on Form 10-Q. Based on this evaluation, management concluded that as of the end of the period covered by this Quarterly Report
on Form 10-Q, these disclosure controls and procedures were ineffective. The ineffectiveness of our disclosure controls and procedures
was due to material weaknesses identified in our internal control over financial reporting, as described in our annual report
on Form 10-K for the period ended December 31, 2014.



Because
of the inherent limitations in all control systems, our management believes that no evaluation of controls can provide absolute
assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.



Changes
in Internal Control over Financial Reporting



There
were no changes in our internal control over financial reporting during the six months ended September 30, 2015, that have materially
affected, or are reasonably likely to materially affect our internal control over financial reporting.





11







PART
II – OTHER INFORMATION



ITEM
1. LEGAL PROCEEDINGS.



We
know of no material pending legal proceedings to which our company is a party or of which any of our properties is the subject.
In addition, we do not know of any such proceedings contemplated by any governmental authorities.



We
know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or has a material interest adverse to our company.



ITEM
1A. RISK FACTORS.



Smaller
reporting companies are not required to provide the information required by this item.



ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



Between
March 3, 2015 and June 22, 2015, the Company issued 3,477,000 common shares to liquidate a $50,000 convertible note payable.



On
January 9, 2015, the Company sold 300,000 of its common restricted shares at $0.04 per share for a total consideration of $12,000.



On
January 1, 2015, the Company issued 250,000 of its common restricted shares to a consultant at a cost of $0.45 per share, and
issued, on February 15, 2015, to two consultants, 1,100,000 of its common restricted shares at a cost of $0.0571 per shares.



On
February 19, 2015, the Company sold 300,000 of its common restricted shares at $0.0375 per share for a total consideration of
$11,250.



On
February 20, 2015, the Company issued to a consultant, pursuant to an S8 registration statement, 6,500,000 of its common shares
recorded at a cost of $0.0571 per share.



On
February 25, 2015, the Company sold 1,500,000 of its common restricted shares at $0.035 per share for a total consideration of
$52,500.



On
April 7, 2015 and April 24, 2015 the Company issued to two consultants, 1,000,000 common restricted shares, each recorded at a
cost of $0.0799 and $0.06 per shares respectively.



On
May 14, 2015, the Company issued, to a consultant, pursuant to an S8 registration statement, 3,500,000 of its common shares recorded
at a cost of $0.05 per share.



On
July 23, 2015, the Company issued, pursuant to a consulting agreement, 7,000,000 of its restricted common shares recorded at a
cost of $0.014 per share. The agreement has a tenure of one year, so $81,331 was recorded as prepaid expense at September 30,
2015.



On
August 27 and September 8, 2015, the Company issued 1,000,000 and 2,000,000 shares respectively, to reduce a convertible note
by $11,500.



ITEM
3. DEFAULTS UPON SENIOR SECURITIES.



None.



ITEM
4. MINE SAFETY DISCLOSURES.



Not
applicable.



ITEM
5. OTHER INFORMATION.



None.





12







ITEM
6. EXHIBITS.



|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                           
|(3)                |  | Articles
    of Incorporation and Bylaws                                                                                                                                  
|                   |  |                                                                                                                                                                           
|3.1                |  | Articles
    of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on September 18, 2007)                                        
|                   |  |                                                                                                                                                                           
|3.2                |  | Certificate
    of Change dated effective August 12, 2013 (incorporated by reference from our Current Report on Form 8-K filed on August 16,
    2013)                    
|                   |  |                                                                                                                                                                           
|3.3                |  | Bylaws
    (incorporated by reference from our Registration Statement on Form SB-2 filed on September 18, 2007)                                                           
|                   |  |                                                                                                                                                                           
|(5)                |  | Departure
    of Directors or Certain Officers                                                                                                                            
|                   |  |                                                                                                                                                                           
|5.1                |  | Departure
    of Raymond Madick on July 21, 2014 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2014)                                   
|                   |  |                                                                                                                                                                           
|5.2                |  | Departure
    of Vincent Palmieri on September 2, 2014 as its CEO. (incorporated by reference from our Current Report on Form 8-K filed
    on September 19, 2014)        
|                   |  |                                                                                                                                                                           
|5.3                |  | Departure
    of Vincent Palmieri on September 29, 2014 as a board member. (incorporated by reference from our Current Report on Form 8-K
    filed on September 30, 2014)
|                   |  |                                                                                                                                                                           
|(10)               |  | Material
    Contracts                                                                                                                                                    
|                   |  |                                                                                                                                                                           
|10.1               |  | Lease
    Agreement dated April 1, 2014 (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2014)                                            
|                   |  |                                                                                                                                                                           
|10.2               |  | Sale
    of exempt non-affiliate unregistered equities dated May 20, 2014 (incorporated by reference from our Current Report on Form
    8-K filed on May 20, 2014)       
|                   |  |                                                                                                                                                                           
|10.3               |  | Debt
    financing secured by 135,000,000 shares on September 2, 2014 (incorporated by reference from our Current Report on Form 8-K
    filed on September 8, 2014)      
|                   |  |                                                                                                                                                                           
|(21)               |  | Subsidiaries                                                                                                                                                              
|                   |  |                                                                                                                                                                           
|21.1               |  | None                                                                                                                                                                      
|                   |  |                                                                                                                                                                           
|(31)               |  | Rule
    13a-14 Certifications                                                                                                                                            
|                   |  |                                                                                                                                                                           
|31.1*              |  | Section
    302 Certification under Sarbanes-Oxley Act of 2002 of Leonard M. Caprino                                                                                      
|                   |  |                                                                                                                                                                           
|(32)               |  | Section
    1350 Certifications                                                                                                                                           
|                   |  |                                                                                                                                                                           
|32.1*              |  | Section
    906 Certification under Sarbanes-Oxley Act of 2002 of Leonard M. Caprino                                                                                      



*Filed
herewith



13







SIGNATURES



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, thereunto duly authorized.



SOLARIS
POWER CELLS, INC.



|/s/
    Leonard M. Caprino                                                                      | 
|----------------------------------------------------------------------------------------------- | 
|Leonard M. Caprino                                                                              | 
|Chief Executive
    Officer                                                                     | 
|(Principal
    Executive Officer, Principal Financial Officer and Principal Accounting Officer) | 
|                                                                                                | 
|Date: November
    16, 2015                                                                     | 





14