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
| |
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. | |||||
2
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 |
3
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 | ||||||||||||
A-1
