Sollensys (SOLS) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Entity Registrant Name	Sollensys Corp
Entity Central Index Key	0001519177
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		100,052,492
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	333-174581
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	80-0651816
Entity Address Address Line 1	2475 Palm Bay Road NE
Entity Address Address Line 2	Suite 120
Entity Address City Or Town	Palm Bay
Entity Address Postal Zip Code	32905
City Area Code	866
Local Phone Number	438-7657
Entity Address State Or Province	FL

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 146,406	$ 129,624
Inventory	78,000	54,000
Prepaid expenses	96,969	0
Total current assets	321,375	183,624
Building, land and improvements -not in service	2,667,246	0
Fixed assets -net	233,854	0
Total assets	3,222,475	183,624
Current liabilities:
Accounts payable	116,093	0
Accrued expenses	307,921	46,134
Customer deposits - short term	236,429	17,143
Mortgage payable - short term	58,101	0
Loan payable - short term	5,431	0
Total current liabilities	723,975	63,277
Mortgage payable -long term	2,441,899	0
Customer deposits-long term	201,428	72,857
Loan payable	20,550	0
Total liabilities	3,387,852	136,134
Commitments and contingencies	0	0
Stockholders' Equity:
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2021 and December 31, 2020	0	0
Common stock, $0.001 par value, 300,000,000 shares authorized; 100,002,492 and 99,354,547 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	100,003	99,355
Additional paid-in capital	5,730,905	3,390,213
Accumulated deficit	(5,996,285)	(3,442,078)
Total stockholders' equity(deficit)	(165,377)	47,490
Total liabilities and equity	$ 3,222,475	$ 183,624

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Consolidated Balance Sheet
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	300,000,000	300,000,000
Common stock, issued	100,002,492	99,354,547
Common stock, outstanding	100,002,492	99,354,547

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Consolidated Statements of Operations (Unaudited)
Revenue	$ 35,714	$ 135,000	$ 145,357	$ 135,000
Cost of sales	104,608	45,000	167,352	45,000
Gross profit	(68,894)	90,000	(21,995)	90,000
Operating expenses:
General and administrative expense	1,058,574	98,440	2,505,120	2,010,858
Total operating expenses	1,058,574	98,440	2,505,120	2,010,858
Loss from operations	(1,127,468)	(8,440)	(2,527,115)	(1,920,858)
Other income (expense):
Other income	2,167	0	3,675	0
Gain on extinguishment of debt	0	0	0	85,771
Interest expense	(20,871)	0	(30,767)	0
Total other income (expense)	(18,704)	0	(27,092)	85,771
Net loss	$ (1,146,172)	$ (8,440)	$ (2,554,207)	$ (1,835,087)
Basic and diluted (loss) per common share	$ (0.01)	$ 0	$ (0.03)	$ (0.44)
Weighted-average number of common shares outstanding:
Basic and diluted	99,802,328	4,183,962	99,554,582	4,183,962

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Preferred Stock Series A	Common Stock	Retained Earnings (Accumulated Deficit)	Additional Paid-In Capital
Balance, shares at Dec. 31, 2019			4,183,962	0
Balance, amount at Dec. 31, 2019	$ 101,809	$ 0	$ 4,184	$ (603,844)	$ 497,891
Issuance of shares to related party, shares			0
Net loss	(10,062)			(10,062)
Balance, shares at Mar. 31, 2020			4,183,962		1
Balance, amount at Mar. 31, 2020	(111,871)	0	$ 4,184	$ (613,946)	$ 497,891
Balance, shares at Dec. 31, 2019			4,183,962	0
Balance, amount at Dec. 31, 2019	101,809	$ 0	$ 4,184	$ (603,844)	497,891
Net loss	(1,835,087)
Capital contribution from shareholder	(500)
Balance, shares at Sep. 30, 2020		19,000,000	4,183,962
Balance, amount at Sep. 30, 2020	485		$ 4,184	(2,449,033)	$ 2,426,334
Balance, shares at Mar. 31, 2020			4,183,962		1
Balance, amount at Mar. 31, 2020	(111,871)	$ 0	$ 4,184	(613,946)	$ 497,891
Issuance of shares to related party, shares		19,000,000
Net loss	(1,826,647)			(1,826,647)
Issuance of shares to related party, amount	1,900,000	$ 19,000			1,881,000
Balance, shares at Jun. 30, 2020		19,000,000	4,183,962
Balance, amount at Jun. 30, 2020	(38,518)	$ 19,000	$ 4,184	(2,440,593)	2,378,891
Net loss	(8,440)			(8,440)
Related party loans reclassified as a capital contribution	46,943				46,943
Capital contribution from shareholder	500				500
Balance, shares at Sep. 30, 2020		19,000,000	4,183,962
Balance, amount at Sep. 30, 2020	485		$ 4,184	(2,449,033)	2,426,334
Balance, shares at Dec. 31, 2020			99,354,547
Balance, amount at Dec. 31, 2020	47,490	$ 0	$ 99,355	(3,442,078)	3,390,213
Net loss	(524,472)			(524,472)
Private placement of common shares, shares			36,572
Private placement of common shares, amount	111,501		$ 37		111,464
Balance, shares at Mar. 31, 2021			99,391,119
Balance, amount at Mar. 31, 2021	(365,481)	0	$ 99,392	(3,966,550)	3,501,677
Balance, shares at Dec. 31, 2020			99,354,547
Balance, amount at Dec. 31, 2020	47,490	0	$ 99,355	(3,442,078)	3,390,213
Net loss	(2,554,207)
Capital contribution from shareholder	0
Balance, shares at Sep. 30, 2021			100,002,492
Balance, amount at Sep. 30, 2021	(165,377)	0	$ 100,003	(5,996,285)	5,730,905
Balance, shares at Mar. 31, 2021			99,391,119
Balance, amount at Mar. 31, 2021	(365,481)	0	$ 99,392	(3,966,550)	3,501,677
Net loss	(883,563)			(883,563)
Private placement of common shares, shares			199,893
Private placement of common shares, amount	751,076		$ 200		750,876
Stock based compensation, shares			44,365
Stock based compensation, amount	234,360		$ 44		234,316
Balance, shares at Jun. 30, 2021			99,635,377
Balance, amount at Jun. 30, 2021	(263,608)	0	$ 99,635	(4,850,113)	4,486,870
Net loss	(1,146,172)			(1,146,172)
Private placement of common shares, shares			355,115
Private placement of common shares, amount	1,178,402		$ 355		1,178,047
Stock based compensation, shares			12,000
Stock based compensation, amount	66,000		$ 12		65,988
Balance, shares at Sep. 30, 2021			100,002,492
Balance, amount at Sep. 30, 2021	$ (165,377)	$ 0	$ 100,003	$ (5,996,285)	$ 5,730,905

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities of continuing operations:
Net loss	$ (2,554,207)	$ (1,835,087)
Stock-based compensation	300,360	1,900,000
Gain on extinguishment of debt	0	(85,771)
Depreciation expense	7,592	0
Changes in operating assets and liabilities
Prepaid expenses	(96,969)	0
Inventory	(24,000)	(90,000)
Accounts payable	116,093	0
Accrued expenses	261,787	0
Related party payables		155,843
Customer deposits	347,858
Net cash provided by (used in) operating activities	(1,641,486)	44,985
Cash flows from investing activities
Purchase of land, buildings and improvements	(2,667,246)	0
Purchase of furniture and equipment	(241,445)	0
Net cash used in investing activities	(2,908,691)	0
Cash flows from financing activities:
Loan payable-net	25,690	0
Proceeds from the sale of common stock	2,040,979	0
Mortgage loan	2,500,000	0
Capital contribution from shareholder	0	500
Net cash provided by financing activities	4,566,959	500
Net increase in cash and cash equivalents	16,782	45,485
Cash and cash equivalents at beginning of period	129,624	0
Cash and cash equivalents at end of period	146,406	45,485
Supplemental disclosure of cash flow information:
Cash paid for interest	30,767	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash activities:
Expenses paid on behalf of the Company by related party	0	20,843
Related party loans reclassified as capital contributions	$ 0	$ 46,943

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS
Note -1 ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sollensys Corp (“Sollensys” or the “Company”) was formerly a development stage company, incorporated in Nevada on September 29, 2010, under the name Health Directory, Inc. On November 30, 2020, Sollensys entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle Lake”), (ii) each of the shareholders of Eagle Lake (the “Eagle Lake Shareholders”), and (iii) Donald Beavers as the representative of the Eagle Lake Shareholders. Among other conditions to the closing of the transactions contemplated by the Share Exchange Agreement (the “Closin g Eagle Lake is a Florida-based science, technology, and engineering solutions corporation offering products that ensure their clients’ data integrity through the collection, storage, and transmission. The Company expects to generate revenue with Eagle’s innovative flagship product, the Blockchain Archive Server™ that can be utilized to protect client data from ransomware. Blockchain technology is a leading-edge tool for data security, providing an added layer of security against data loss due to malware. On December 29, 2020, the Company’s Board approved the change in the Company’s fiscal year-end from March 31 to December 31. Common Control Accounting Treatment Sollensys Corp and Eagle Lake were under the common control of the CEO before and after the date of transfer. As a result, the Company adopted the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 805-50-05-5 for the transfer of net assets between entities under common control to apply a method similar to the pooling-of-interests-method. Under the method, the financial statements of the Company shall report results of operations for the period in which the transfer occurs as though the transfer of the net assets had occurred at the beginning of the period. Results of operations for the period will thus comprise both those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. Similarly, the Company shall present the statements of financial position and other financial information presented as of the beginning of the period as though the assets and liabilities had been transferred at that date. Financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information. Reverse Stock Split On October 14, 2020, the Company filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to effect a 1-for-120 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. Pursuant to the Amendment, effective as of October 30, 2020, every 120 shares of the issued and outstanding common stock will be converted into one share of common stock, without any change in the par value per share. The Reverse Split became effective on November 2, 2020. Following the effectiveness of the Reverse Split, on November 2, 2020, the number of authorized shares of common stock was reduced from 12,000,000,000 shares to 300,000,000. Additionally, following the Reverse Split, Eagle Lake’s 11,400,000,000 common shares were adjusted to 95,000,000 shares and they continued to maintain 95.8% of the total of 99,193,962 common shares outstanding. No fractional shares of common stock were issued in connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would otherwise hold a fractional share, the shareholder received, instead of the issuance of such fractional share, one whole share of common stock. As a result, 143,585 additional shares were issued due to the rounding up fractional shares.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note -2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eagle Lake. All intercompany accounts and transactions are eliminated in consolidation. Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these unaudited consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2021, the Company had a working capital deficit of $402,600 and an accumulated deficit of $5,996,285. The Company expect to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these unaudited consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10-KT filed on March 31, 2021, with the SEC. Revenue Recognition Revenues are accounted for in accordance with the FASB’s Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to performance obligations in the contract, and 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when the control of the products is transferred to the Company’s customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers. Additionally, the Company recognizes revenue when a service is completed thereby completing a performance obligation. Customer Deposits Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of ASC 606 are considered to be liabilities on the Company’s balance sheet. As of September 30, 2021, the current balance of deposits was $236,439 and the long-term balance was $201,428, compared to $17,143 and $72,857, for the year ended December 31, 2020, respectively. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2021 and December 31, 2020, the Company’s cash equivalents totaled $146,406 and $129,624, respectively. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered. Related party transactions The Company follows ASC 850, Related Party Disclosures Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2021, there were no common stock equivalents.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2021
ACCRUED EXPENSES
Note -3 ACCRUED EXPENSES	NOTE 3 – ACCRUED EXPENSES As of September 30, 2021, and December 31, 2020, the balances of accrued expenses were $307,921 and $46,134 respectively. The accrued expenses as of September 30, 2021, were comprised of $58,987 in credit card payables, $127,287 in liabilities associated with maintaining the Company’s servers, $64,147 in liabilities related to the Company’s purchase of a new building, and $57,500 in miscellaneous liabilities.

LONG TERM ASSETS

LONG TERM ASSETS	9 Months Ended
	Sep. 30, 2021
Note - 4 FIXED ASSETS	NOTE 4 – LONG TERM ASSETS As of September 30, 2021 and December 31, 2020 long term assets amounted to $2,901,110 and $-0-, respectively. At September 30, 2021 long term assets were comprised of the following: Land, building and building improvements $ 2,653,552 Furniture and equipment-net 233,854 Security deposits 13,694 Total $ 2,901,110 On September 8, 2021, the Company acquired a building in Palm Bay, Florida with approximately 36,810 square feet of office space for $2,430,762 excluding closing costs. Since the building has not yet been occupied, no depreciation has been recorded for the period ended September 30, 2021. The Company purchased the building by entering into a $2,500,000 mortgage. After closing costs and adjustments, the Company received $46,651 in cash at closing. The terms of the mortgage call for monthly interest only payments of approximately $10,000 each through December 2021 at an interest rate of 4.75%. Effective January 8, 2022, monthly mortgage payments of principal and interest of $16,250 each, at an interest rate of 4.75% per annum, with a maturity date of December 8, 2024 and a balloon payment due of approximately $2,270,000. The mortgage is secured by the underlying real estate all equipment and fixtures owned or subsequently acquired, and 500,000 shares of the Company’s common pledged by the Company’s CEO, as well his personal guarantee for the full amount of the mortgage. The 42 month principal payment schedule on the 42 month loan is as follows: 2021 $ -0- 2022 77,931 2023 81,716 2024 2,340,353 Total $ 2,500,000 As of September 30, 2021, the balance of the short-term mortgage payable was $58,101 and the long-term portion was $2,441,899.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity:
Note -5 STOCKHOLDERS' EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY Series A Preferred Stock On March 21, 2020, the Company filed a Certificate of Designation to authorize 25,000,000 shares of Series A preferred stock, par value $0.001 per share. Among other rights, the holders of Series A preferred stock have the right to convert each share of Series A preferred stock into 50 shares of common stock. On April 1, 2020, the Company issued 19,000,000 shares of Series A preferred stock to the Company’s then-Chief Executive Officer, David Lazar. The fair value of the issuance was estimated at $1,900,000 and recorded as stock-based compensation. Common Stock The Company has authorized 300,000,000 shares of common stock, $0.001 par value per share. As of September 30, 2021 and December 31, 2020, respectively, there were 100,002,492 and 99,327,547 shares of common stock issued and outstanding. During the nine months ended September 30, 2021, the Company raised $2,040,979 from sale of 591,580 shares to investors. Additionally, during the nine months ended September 30, 2021, the Company issued an aggregate of 56,365 shares of common stock, valued at $300,360, pursuant to the Sollensys Corp 2021 Equity Incentive Plan to numerous consultants. On September 30, 2021, and December 31, 2020, there were 10,000,000 shares of Series A preferred stock authorized, with -0- shares issued and outstanding at both periods, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
Note -6 SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS In accordance with ASC 855-10, management has performed an evaluation of subsequent events from September 30, 2021 through the date the financial statements were available to be issued and noted no subsequent events requiring disclosure except as follows: Sale of Restricted Common Stock The Company sold an aggregate of 50,000 shares of common stock to investors and raised $200,000 in proceeds. Proceeds of Unsecured Demand Loan Additionally, the Company received $300,000 in proceeds in the form of an unsecured 2% demand loan from an investor. Abstract Media Acquisition On October 15, 2021, the Company entered into that certain Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). Pursuant to the terms of the Agreement, the Company agreed to acquire from the Abstract Media Members all of the membership interests of Abstract Media held by the Abstract Media Members, representing 100% of the membership interests of Abstract Media, in exchange for the issuance by the Company to the Abstract Media Members of (i) shares of the Company’s common stock equal to $605,000 minus the Debt Repayment Amount (as hereinafter defined), divided by the VWAP (as defined in the Agreement) as of the closing date, plus (ii) $15,000, plus (iii) $15,000 to be paid solely to John Swain as additional consideration for Mr. Swain’s membership interests (the “Acquisition”). The “Debt Repayment Amount” means the debt owned by the Company to Mr. Swain pursuant to a promissory note dated as of August 15, 2017, which debt the parties agree is approximately $80,000, but which shall be finally calculated on the closing date. The Agreement includes customary representations, warranties and closing conditions. The Acquisition closed on October 15, 2021. As a result of the Acquisition, Abstract Media became a wholly owned subsidiary of the Company. Formation of S-CC Merger Sub, Inc. and S-Solutions Merger Sub, Inc. On October 20, 2021, the Company formed S-CC Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of the Company. Also on October 20, 2021, the Company formed S-Solutions Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of the Company. Celerit Merger Agreement On October 26, 2021, the Company entered into that certain Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation, an Arkansas corporation (“Celerit”); (v) Celerit Solutions Corporation, an Arkansas corporation (“Celerit Solutions”); and (vi) Terry Rothwell (“Shareholder”). Pursuant to the terms of the Merger Agreement, on the closing date, (i) Celerit will merge with and into S-CC Merger Sub, with Celerit surviving, (ii) Celerit Solutions will merge with and into S-Solutions Merger Sub, with Celerit Solutions surviving, and (iii) the Shareholder will receive from the Company certain cash consideration and other consideration as set forth in the Merger Agreement (the “Merger”), on the terms and subject to the conditions set forth therein, including but not limited to payment by the Company of (a) the sum of $4,440,000 in cash, and (b) 3,000,000 shares of the Company’s common stock. Celerit, together with its affiliate Celerit Solutions, are an IT services business with a world class customer success department serving the financial sector since 1985. The Merger is being effected to further the Company’s mission to create a safe and immutable environment, in conjunction with Celerit and Celerit Solutions, for the future of banking. Pursuant to the terms of the Merger Agreement, the Company expects to enter into a Purchase Agreement (“Purchase Agreement”) by and among (i) the Company; (ii) CRE Holdings LLC, an Arkansas limited liability company (“CRE”); and (iii) Terry Rothwell and George Rothwell, the sole members of CRE (together, the “Rothwells”). The Company expects that the Purchase Agreement will stipulate the terms of the acquisition of four real property parcels owned by CRE, as well as one real property parcel owned by the Rothwells, for a total purchase price of $5,560,000 (the “Real Estate Acquisition”). Included within the combined five real property parcels are Celerit’s and Celerit Solutions’ administrative offices, data center, as well as three vacant land parcels. The Merger Agreement includes customary representations, warranties and closing conditions. Neither the Merger nor the Real Estate Acquisition have closed yet, however pursuant to the terms of the Merger Agreement, they are expected to close substantially simultaneously.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying unaudited consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eagle Lake. All intercompany accounts and transactions are eliminated in consolidation.
Going Concern	The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these unaudited consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2021, the Company had a working capital deficit of $402,600 and an accumulated deficit of $5,996,285. The Company expect to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these unaudited consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Management's Representation of Interim Financial Statements	The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10-KT filed on March 31, 2021, with the SEC.
Revenue Recognition	Revenues are accounted for in accordance with the FASB’s Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and/or services. To achieve this principle, the Company applies the following five steps: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to performance obligations in the contract, and 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when the control of the products is transferred to the Company’s customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for these products. Control is generally transferred when products are delivered. The Company’s revenue contracts generally represent a single performance obligation to sell its products to customers. Additionally, the Company recognizes revenue when a service is completed thereby completing a performance obligation.
Customer Deposits	Under the terms of the Company’s regional service center contracts, the Company requires a substantial deposit in advance of the support work required to be performed by the Company. All deposits that have not been deemed earned by the Company following the guidelines of ASC 606 are considered to be liabilities on the Company’s balance sheet. As of September 30, 2021, the current balance of deposits was $236,439 and the long-term balance was $201,428, compared to $17,143 and $72,857, for the year ended December 31, 2020, respectively.
Cash and Cash Equivalents	The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2021 and December 31, 2020, the Company’s cash equivalents totaled $146,406 and $129,624, respectively.
Stock-based Compensation	The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered.
Related Party Transactions	The Company follows ASC 850, Related Party Disclosures
Net Loss per Share	Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2021, there were no common stock equivalents.

LONG TERM ASSETS (Tables)

LONG TERM ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
LONG TERM ASSETS (Tables)
Schedule of fixed assets	Land, building and building improvements $ 2,653,552 Furniture and equipment-net 233,854 Security deposits 13,694 Total $ 2,901,110
Schedule of principal payment	2021 $ -0- 2022 77,931 2023 81,716 2024 2,340,353 Total $ 2,500,000

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares	Oct. 14, 2020	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity, Reverse Stock Split	1-for-120 reverse stock split
Additional shares issued		143,585
Common stock, outstanding		100,002,492	99,354,547
Common stock, authorized		300,000,000	300,000,000
Reverse Stock Split [Member]
Minority interest		95.80%
Adjusted reverse stock split shares		95,000,000
Common stock, outstanding		99,193,962
Common stock, authorized		300,000,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Working capital deficit	$ (402,600)
Accumulated deficit	(5,996,285)	$ (3,442,078)
Customer deposits - short term	236,429	17,143
Customer deposits - long term	201,428	72,857
Cash equivalents	$ 146,406	$ 129,624

ACCRUED EXPENSES (Details Narra

ACCRUED EXPENSES (Details Narrative) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
ACCRUED EXPENSES
Accrued expenses	$ 307,921	$ 46,134
Credit card payables	58,987
Accrued liabilities maintaining servers	127,287
Purchase of new building	64,147
Miscellaneous liabilities	$ 57,500

LONG TERM ASSETS (Details)

LONG TERM ASSETS (Details)	Sep. 30, 2021USD ($)
Total	$ 2,901,110
Land, building and building improvements
Total	2,653,552
Furniture and equipment-net
Total	233,854
Security deposits
Total	$ 13,694

LONG TERM ASSETS (Details 1)

LONG TERM ASSETS (Details 1)	Sep. 30, 2021USD ($)
Annual Principal Payment of mortgage	$ 2,500,000
2022 [Member]
Annual Principal Payment of mortgage	77,931
2021 [Member]
Annual Principal Payment of mortgage	0
2023 [Member]
Annual Principal Payment of mortgage	81,716
2024 [Member]
Annual Principal Payment of mortgage	$ 2,340,353

LONG TERM ASSETS (Details Narra

LONG TERM ASSETS (Details Narrative)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 08, 2021USD ($)ft²	Sep. 30, 2021USD ($)shares	Dec. 30, 2020USD ($)	Dec. 31, 2020USD ($)
LONG TERM ASSETS (Details Narrative)
Area of land acuired | ft²	36,810
Assets acquired	$ 2,430,762
Amortization of fixed assets		$ 2,901,110	$ 0
Purchased building by mortgage		2,500,000
Received cash at closing		46,651
Mortgage call monthly interest payments		$ 10,000
Interest rate		4.75
Maturity date		Dec. 8, 2024
Balloon payment due		$ 2,270,000
Monthly mortgage principal payments		16,250
Monthly mortgage interest payments		$ 16,250
Shares pledged by CEO | shares		500,000
Mortgage payable - short term		$ 58,101		$ 0
Long term mortgage payable		$ 2,441,899

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 21, 2021	Sep. 30, 2021	Dec. 31, 2020	Apr. 01, 2020
Common stock, par value		$ 0.001	$ 0.001
Common stock, authorized		300,000,000	300,000,000
Common stock, issued		100,002,492	99,354,547
Common stock, outstanding		100,002,492	99,354,547
Stock issued, shares		56,365
Stock issued, value		$ 300,360
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, authorized		10,000,000	10,000,000
Preferred stock, issued		0	0
Preferred stock, outstanding		0	0
Investor [Member]
Proceeds from sale of stock		$ 2,040,979
Number of stock sold		591,580
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	25,000,000	10,000,000	10,000,000
Preferred stock, issued		0	0
Conversion of right Series A preferred stock description	The holders of Series A preferred stock have the right to convert each share of Series A preferred stock into 50 shares of common stock
Preferred stock, outstanding		0	0
Stock-based compensation		$ 1,900,000
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Preferred stock, issued				19,000,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 15, 2021	Oct. 26, 2021	Sep. 30, 2021
Common stock issued			56,365
Investor [Member]
Number of investor			8
Proceeds from sale of stock			$ 200,000
Number of stock sold			50,000
Additional proceeds received			$ 300,000
Subsequent Event [Member] | Membership Interest Exchange Agreement [Member]
Debt repayment	$ 605,000
Additional consideration	15,000
Promissory note	$ 80,000
Subsequent Event [Member] | Celerit Merger Agreement [Member]
Purchase price		$ 5,560,000
Common stock issued		3,000,000
Cash paid		$ 4,440,000