UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| |
FORM
12b-25 |
SEC
FILE NUMBER |
| |
000-56448 |
| |
|
|
| |
|
CUSIP
NUMBER |
| |
NOTIFICATION
OF LATE FILING |
|
| (Check
one): |
☐ Form
10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q ☐ Form
10-D
☐ Form N-CEN ☐ Form N-CSR |
| |
|
| |
For
Period Ended: September 30, 2022
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________
|
| |
|
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
|
Sollensys
Corp |
| Full
Name of Registrant |
| |
| N/A |
| Former
Name if Applicable |
| |
| 1470
Treeland Blvd. SE |
| Address
of Principal Executive Office (Street and Number) |
| |
| Palm
Bay, Florida 32909 |
| City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| |
☒ |
|
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
|
| |
|
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
|
|
|
| |
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra Sheets if Needed)
Sollensys
Corp. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September
30, 2022 (the “Form 10-Q”) by November 14, 2022, the original due date for such filing, without unreasonable effort or expense.
As reported by the Company on an August 26, 2022 on a Form 8-K filing, on August 22, 2022 the Company entered into a material rescission
transaction with Celerit Corporation, Celerit Solutions, CRE Holdings Inc. and Terry Rothwell (collectively, “ Celerit”)
relating to an acquisition made by the Company of Celerit on April 7, 2022. The financial statements required to properly account for
the transaction being prepared by Celerit’s accountants were delivered to the Company too late to the Company to enable a timely
filing by the Company of Form 10-Q without the need for an extension The Company will file the Form 10-Q no later than November 21, 2022.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| |
| |
Donald
Beavers |
|
866 |
|
438-7657 |
| |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
| |
| |
Yes ☒ No ☐ |
| |
| |
|
| |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
| |
| |
Yes ☒ No ☐ |
| |
| |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
| |
|
| |
See Appendix A. |
SOLLENSYS
CORP
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
November
14, 2022 |
|
By:
|
/s/
Donald Beavers |
| |
|
|
Name: |
Donald
Beavers |
| |
|
|
Title: |
Chief
Executive Officer |
APPENDIX
A
As
noted in Part III, on August 22, 2022 the Company entered into a rescission transaction with Celerit. This transaction has resulted in
discontinued operations accounting treatment for Celerit. The Company’s auditors have not completed their review of the Company’s
preliminary Statements of Operations displayed below for the three and nine months ended September 30, 2022 and 2021, as of the date
of this filing
SOLLENSYS
CORP.
Consolidated
Statements of Operations
(unaudited)
| | |
Three
months | | |
Three
months | | |
Nine
months | | |
Nine
months | |
| | |
ended | | |
ended | | |
ended | | |
ended | |
| | |
September 30, | | |
September 30, | | |
September 30, | | |
September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Revenue | |
$ | 102,353 | | |
$ | 35,714 | | |
$ | 890,576 | | |
$ | 145,357 | |
| Cost
of sales | |
| 190,048 | | |
| 104,608 | | |
| 999,093 | | |
| 167,352 | |
| Gross
margin | |
| (87,695 | ) | |
| (68,894 | ) | |
| (108,516 | ) | |
| (21,995 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | |
| General
and administrative expense | |
| 927,759 | | |
| 1,058,574 | | |
| 3,816,747 | | |
| 2,505,120 | |
| Total
operating expenses | |
| 927,759 | | |
| 1,058,574 | | |
| 3,816,747 | | |
| 2,505,120 | |
| Loss
from operations | |
| (1,015,454 | ) | |
| (1,127,468 | ) | |
| (3,925,263 | ) | |
| (2,527,115 | ) |
| Total
other income (expense) | |
| (51,062 | ) | |
| (18,704 | ) | |
| (136,424 | ) | |
| (27,092 | ) |
| Loss
from continuing operations before income taxes | |
| (1,066,516 | ) | |
| (1,146,172 | ) | |
| (4,061,687 | ) | |
| (2,554,207 | ) |
| Income
(loss) from discontinued operations | |
| (14,750,979 | ) | |
| - | | |
| (11,883,299 | ) | |
| - | |
| Net
loss | |
$ | (15,817,495 | ) | |
$ | (1,146,172 | ) | |
$ | (15,944,986 | ) | |
$ | (2,554,207 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted loss per common share: | |
| | | |
| | | |
| | | |
| | |
| Loss
from continuing operations | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.03 | ) |
| Income
(loss) from discontinued operations | |
$ | (0.14 | ) | |
| - | | |
$ | (0.11 | ) | |
$ | - | |
| Basic
and diluted loss per share | |
$ | (0.15 | ) | |
$ | (0.01 | ) | |
$ | (0.15 | ) | |
$ | (0.03 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-average
number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted | |
| 103,486,411 | | |
| 99,802,328 | | |
| 102,962,945 | | |
| 99,554,582 | |
Sollensys (CE) (USOTC:SOLS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sollensys (CE) (USOTC:SOLS)
Historical Stock Chart
From Jul 2023 to Jul 2024
