As used in this Form 10-Q, references to "Sollensys"," the "Company," "we," "our" or "us" refer to Sollensys Corp. and subsidiaries unless the context otherwise indicates.





Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the "Report"). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our 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. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.





Plan of Operation

Sollensys Corp. ("Sollensys" or the "Company"), was formerly a development stage company, incorporated on September 29, 2010, under the laws of the State of Nevada. Initial included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company's efforts were involved in developing a business plan and establishing contacts and visibility in the marketplace. The Company has not generated any revenues since inception. Effective July 30, 2012, the holder of 3,000,000 shares, or approximately 79.8% of Sollensys Corporation, (the "Company") then outstanding voting securities, executed a written consent under Section 78.320 of the NRS, approving the amendment to the Articles of Incorporation to change the Company's name to Sollensys Corp. and increase the common shares authorized to 1,500,000,000 and increase the preferred shares authorized to 25,000,000, and to split each outstanding share of common stock into 131.69 shares of common stock.





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The Company has been dormant since September 30, 2012.

On December 27, 2019, the Eighth Judicial District Court of Clark County Nevada, pursuant to Case Number A-19-805633-B appointed Custodian Ventures, LLC as the custodian of Sollensys Corp. David Lazar, who controls Custodian Ventures was subsequently named the only interim officer and director of the Company and is considered a related party for financial statement presentation





OVERVIEW AND HISTORY

We had intended to become a health-related online directory, linking over fifty advertisers who provide various medical services. This online portal would generate a commission on everything sold based on its products and services It was intended to provide the following services:





  ? Men's Health

  ? Women's Health

  ? Anti-Aging

  ? General Health

  ? Live 1-on-1 chats with Doctors

  ? Sexual Health

  ? Herbal Supplements

  ? Nutritional Supplements

  ? Pharmacy

Business Strategy and Objectives

Our automated online health directory was intended to allow customers to advertise through the Company's website while keeping track of all sales generated through our directory.





CURRENT PLAN OF OPERATION

We have been dormant since September 2013. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.

Management will seek out and evaluate businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management's standards. Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation, including its financial statements, cash flow, debt, location and other material aspects of the candidate's business. If we are successful in our attempts to acquire a company or companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.

In implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, asset purchase, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, likely, our present interim management and shareholders will no longer be in control of our Company.





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We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties before and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

We believe there are certain perceived benefits to being a public company whose securities are publicly traded, including the following:





  ? increased visibility in the financial community;




  ? increased valuation;




  ? greater ease in raising capital;




  ? compensation of key employees through stock options for which there may be a
    market valuation; and




  ? enhanced corporate image.

There are also certain perceived disadvantages to being a trading company including the following:





  ? required publication of corporate information;




  ? required filings of periodic reports with the Securities and Exchange
    Commission.

Business entities, if any, which may be interested in a combination with us may include the following:

? a company for which a primary purpose of becoming public is the use of its

securities for the acquisition of assets or businesses;

? a company which is unable to find an underwriter of its securities or is

unable to find an underwriter of securities on terms acceptable to it;

? a company which wishes to become public with less dilution of its securities

than would occur upon an underwriting;

? a company which believes that it will be able to obtain investment capital on

more favorable terms after it has become public;

? a foreign company which may wish an initial entry into the United States


    securities market;

? a special situation company, such as a company seeking a public market to

satisfy redemption requirements under a qualified Employee Stock Option Plan;

? a company seeking one or more of the other perceived benefits of becoming a


    public company.

A business combination with a private company will normally involve the transfer to the private company of the majority of the issued and outstanding common stock of the Company. and the substitution by the private company of its own management and board of directors.

The proposed business activities described herein classify us as a "shell" company. The Securities and Exchange Commission and certain states have enacted statutes, rules, and regulations regarding the sales of securities of shell companies, as well as limitations on a shareholder's ability to sell their "restricted" securities. Rule 144 is not available to a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain specific information about existing business operations of a registrant and thereafter must wait an additional one year to take advantage of that exemption from registration.

Rule 12b-2 of the 34 Act defines a shell company as a company that has:

(1) No or nominal operations; and

(2) Either:

(i) No or nominal assets;

(ii) Assets consisting solely of cash and cash equivalents; or

(iii) Assets consisting of any amount of cash and cash equivalents and nominal


        other assets.




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We will continue to file all reports required of us under the Exchange Act until a business combination has occurred, or we organically build our business from the cash raised from investors. A business combination will normally result in a change in the control and management of our Company. Since a principal benefit of a business combination with us would normally be considered our status as a reporting company, it is anticipated that we will continue to file reports under the Exchange Act following a business combination. No assurance can be given that this will occur or, if it does, for how long.

Critical Accounting Policies and Estimates

Critical accounting estimates - The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Stock-based Compensation - We account for stock-based compensation using the fair value method following the guidance outlined in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of 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 an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Recent Accounting Pronouncements

On January 1, 2018, we adopted Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended June 30, 2018, our financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.





Results of Operations

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, concerning future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The Company is currently dormant. See Plan of Operation in Item 1





GOING CONCERN

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. See "Part II, Item 8, Financial Statements and Supplementary Data."





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LIQUIDITY AND CAPITAL RESOURCES

We have no revenue-producing operations or other sources of income as of the date of this Report, nor have we had any revenue since inception. See "Plan of Operation" above herein for an explanation of our current business activities.

It is our current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to us. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by us to successfully implement these plans would have a material adverse effect on our business, including the possible inability to continue operations.

All funds to maintain operations has been provided by our Court-appointed custodian.





Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.





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