UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 10-Q

xFORM 10-Q/A

(Mark one)

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012FOR THE TRANSITION PERIOD FROM ________________ TO ________________________.

OR

o 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:Number 333-174581

SOLLENSYS CORP.Sollensys Corp.

(Exact name of registrant as specified in its charter)

1185 Avenue of the Americas, 3^rd Floor

New York, New York 10036

(Address of principal executive offices)

1-(646)-768-8417

(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:

Registrant’s telephone number, including area code (949) 642-7816Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No þ

HEALTH DIRECTORY, INC.

6312 Seven Corners Center, # 303, Falls Church, VA. 22044Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No þ

(Former Name or Former Address 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 Website, 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 ☐ No þ

Yes [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ No [X]☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

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

As of February 5, 2013, there were 500,075,386July 14, 2020, the Registrant had 502,075,402 shares of Common Stock par value $0.0001 per share,issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - None

EXPLANATORY NOTE

SOLLENSYS CORP.Sollensys is filing Amendment No. 1 to its Quarterly Report on Form 10-Q for the three months ended June 30, 2020 (“Amendment No. 1”) to amend its Quarterly Report which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2020 (the “Original Quarter Report”) to amend and restate its financial statements for the three months ended June 30, 2020. In the Original Quarter Filing, the Company’s financial statements inadvertently failed to include the issuance of 19,000,000 preferred shares to a related party on April 1, 2020.

QUARTERLY REPORT ON FORM 10-QThe purpose of this Amendment No. 1 is to restate the financial statements and to modify and update all other associated disclosures in the Original Quarterly Report. Amendment No. 1 continues to speak as of the date of the Original Quarterly Report, and except as noted above, the Company has not otherwise updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Quarterly Report. Accordingly, Amendment No. 1 should be read in conjunction with the Original Quarterly Report. See Note 7. “Restatement” to the Company’s financial statements

DECEMBER 31, 2012

In accordance with applicable SEC rules, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Amendment No. 1.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION

SOLLENSYS CORP.

(Unaudited) Balance Sheets

The accompanying notes are an integral part of the consolidated financial statements.

SOLLENSYS CORP.

(Unaudited) Statements of Operations

The accompanying notes are an integral part of the consolidated financial statements.

SOLLENSYS CORP.

(Unaudited) Statements of Changes in Stockholder’s Equity

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”. Forward-looking statements discuss matters thatThe accompanying notes are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only asan integral part of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-lookingconsolidated financial statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Sollensys Corp.  “SEC” refers to the Securities and Exchange Commission.

Condensed Balance Sheets

(Unaudited)

See accompanying notes to the financial statements.

SOLLENSYS CORP.

(FORMERLY KNOWN AS HEALTH DIRECTORY, INC.)

(A Development Stage Company)

Condensed Statement of Operations

(Unaudited)

See accompanying notes to the financial statements.

SOLLENSYS CORP.

(FORMERLY KNOWN AS HEALTH DIRECTORY, INC.)

(A Development Stage Company)

Condensed Statement of Stockholders' Equity (Deficit)

For the Period from September 29, 2010 (Inception) through December 31, 2012

(Unaudited)

See accompanying notes to the financial statements.

SOLLENSYS CORP.

(FORMERLY KNOWN AS HEALTH DIRECTORY, INC.)

(A Development Stage Company)

Condensed Statement Statements of Cash Flows

(Unaudited)

SeeThe accompanying notes toare an integral part of the consolidated financial statements.

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2012FOR THE THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019

Notes to the Condensed Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Note 1 - Organization and Operations

Sollensys Corp. (fka Health Directory, Inc.(“Sollensys” or the “Company”), was formerly a development stage company, was incorporated on September 29, 2010, under the laws of the State of Nevada. Initial operations haveplans included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities hasefforts involved 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 in accordance with 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. All share

The Company had 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 per share amounts have been restateddirector of the Company and is considered a related party for the purpose financial statement presentation.

On June 16, 2020, Custodian Ventures filed a motion with the Eighth Judicial District Court of Clark County, Nevada to give effect tomove the stock split. court for an order concluding and terminating the custodianship of the Company.

The Company’s name was changed in anticipation of merging with Sollensys Corporation - a South Korean corporation.accounting year-end is March 31.

NoteNOTE 2 - Summary of Significant Accounting Policies– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) 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. 

Management’s Representation of Interim Financial Statements

The accompanying unaudited interimconsolidated financial statements and related notes have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with thehave been condensed or omitted as allowed by such rules and regulations, ofand management believes that the United States Securities and Exchange Commission (“SEC”)disclosures are adequate to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they domake the information presented not misleading. These consolidated financial statements include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments, (consisting of normal recurring accruals) which are, in the opinion of management are necessary to a fair statementpresentation of thefinancial position and results for the interim periods presented.of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of the results for thea full year. The Balance Sheet at March 31, 2012 has been derived from the audited financial statements. These unaudited interimconsolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year endedat March 31, 20122020, and notes thereto contained2019, as presented in the Company’s Annual Report on Form 10-K filed on April 29, 2020, with the SEC on June 28, 2012.SEC.

Going Concern

Development Stage Company

The accompanying financial statements have been prepared assuming the Company iswill continue as a development stage company as defined by section 915-10-20going concern, which contemplates the realization of assets and the FASB Accounting Standards Codification.satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of June 30, 2020, the Company had a working capital deficit of $38,518 and negative shareholders’ equity of $38,518.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, 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 still devoting substantially allcurrently exploring alternative sources of financing. 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 so until its efforts on establishingoperations become profitable. Also, the businessCompany has, in the past, paid for consulting services with its common stock to maximize working capital, and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.intends to continue this practice where feasible.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S.US GAAP 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 reporting amountsreported amount of revenues and expenses during the reporting period.

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)

December 31, 2012

Notes to the Condensed Financial Statements

(Unaudited)

The Company’smost significant estimates relate to income taxes and assumptions include the fair value of financial instruments and the assumption that thecontingencies. The Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience, known or expected trends, and on various other assumptions that are believed to be reasonable in relation togiven the quality of information available as of the date of these 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.

Revenue Recognition

We have not generated any revenue since inception.

On January 1, 2018, the Company 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 March 31, 2020, the financial statements takenwere not materially impacted as a wholeresult of the application of Topic 606 compared to Topic 605.

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 June 30, 2020, and March 31, 2020, the Company’s cash equivalents totaled $0 and $0 respectively.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

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 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.

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 Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income 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 by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

We adopted ASC 842 on January 1, 2019. The adoption of this guidance did not have any impact on our financial statements.

NOTE 3 – LOANS PAYABLE RELATED PARTY

As of June 30, 2020, and March 31, 2020, the balances of loans payable related party were $38,518 and $26,100 respectively. These balances reflect operating expenses of the Company which have been funded by the Company’s Court-appointed custodian in the form of interest-free demand loans.

NOTE 4 – ACCRUED EXPENSES AND ADVANCE FORM STOCKHOLDERS

As of June 30, 2020, the balances of “accrued expenses” and “advance from stockholder” were $-0- and $-0-, respectively, compared to $31,429 and $54,342, respectively, at March 31, 2020. During the three months ended June 30, 2020, the Company determined that the statute of limitations per Nevada law for any claims to be made relating to liabilities that had been recorded on the Company’s books and records dating back to 2013 and prior. As a result, the Company determined it no longer had any liability for accrued expenses or an advance to shareholder and recorded “other income” as a gain on the extinguishment of debt of $85,771 on its statements of operations for the period ended June 30, 2020.

NOTE 5 – STOCKHOLDERS EQUITY

Preferred Stock Series A

On March 21, 2020, the Company filed a Certificate of Designation to authorize 25,000,000 shares of Series A Preferred Stock (“Series A”) at a par value of $0.001. Among other rights, the holders of Series A preferred shares shall have the right to convert each share of Series A into 50 shares of common stock. On April 1, 2020 we issued 19,000,000 shares of Series A preferred stock to the Company’s Chief Executive Officer, David Lazar. Therefore, these preferred shares can be converted to 950,000,000 shares of common stock. As a result of this issuance, the Company recorded stock based compensation of $1,900,000 for the three-month period ended June 30, 2020.

Common Stock

The Company has authorized 1,500,000,000 shares of $0.001 common stock. As of June 30, 2020, and March 31, 2020, respectively, there were 502,075,402 shares issued and outstanding. 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments as of June 30, 2020, and March 31, 2020

NOTE 7 – RESTATEMENT

The Company’s previously filed financial statements did not include the impact of the issuance of 19,000,000 preferred shares to the Company’s CEO. The chart below reflects the impact of this omission on the Company’s Balance Sheet, Statement of Operations and on the Statements of Cash Flows :

SOLLENSYS CORP.

(Unaudited) Balance Sheets

SOLLENSYS CORP.

(Unaudited) Statements of Operations

SOLLENSYS CORP.

(Unaudited) Statements of Cash Flows

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 management has evaluated subsequent events from June 30, 2020, through the date the financial statements were available to be issued and has determined that there are no items requiring disclosure.

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.

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:

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.

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:

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

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

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:

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.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.  

Actual results couldmay differ from those estimates.these estimates under different assumptions or conditions.

Fair Value of Financial InstrumentsStock-based Compensation

The Company follows paragraph 825-10-50-10 – 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 disclosuresdisclosure 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 its financialthe 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 and hasfor which employees do not render the requisite service.

Recent Accounting Pronouncements

On January 1, 2018, we adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”ASC”) to measureTopic 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 fair value of itsyear ended June 30, 2018, our financial instruments.  Paragraph 820-10-35-37statements were not materially impacted as a result of the FASB Accounting Standards Codification establishes a framework for measuring fair valueapplication of Topic 606 compared to Topic 605.

Results of Operations

The following discussion should be read in generally accepted accounting principles (GAAP),conjunction with our audited financial statements and expands disclosures about fair value measurements. To increase consistencynotes thereto included herein. In connection with, and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37because we desire to take advantage of, the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37“safe harbor” provisions of the FASB Accounting Standards CodificationPrivate 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 described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level inputhistorical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that isare 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 the fair value measurement of the instrument.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 carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)

December 31, 2012

Notes to the Condensed Financial Statements

(Unaudited)

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.

Income Taxes Provision

The Company adopted the provisionsis currently dormant. See Plan of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recordedOperation in the financial statements.  Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in theItem 1

GOING CONCERN

Our financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the period ended December 31, 2012.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

There were no potentially outstanding dilutive shares for the three and nine months ended December 31, 2012 or 2011.

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)

December 31, 2012

Notes to the Condensed Financial Statements

(Unaudited)

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 - Going Concern

The accompanying condensed financial statementsthis Report have been prepared assuming that the Companywe will continue as a going concern, which contemplates continuity of operations,the realization of assets and liquidation of liabilities in the normal course of business.

As reflected in the accompanying condensed financial statements, the Company had a deficit accumulated during the development stage at December 31, 2012, and a net loss and net cash used in operating activities for the fiscal year then ended, respectively, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The condensed financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary shouldresult from the Company be unable to continue asoutcome of this uncertainty. We have a going concern.

Note 4 - Related Party Transactionsminimal operating history and Employment Agreement

Free Office Space

The Company has been provided office space by its Chief Executive Officer atminimal revenues or earnings from operations. We have no cost. The management determined that such cost is nominal and did not recognize the rent expensesignificant assets or financial resources. We will, in its financial statement.

Employment Agreement

The Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”) commencing May 1, 2011, which requires that the Employee be paid a minimum of $500 per month for three (3) years from date of signing. Either the employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party. This agreement was terminated on July 18, 2012.

Pursuant to the Employment Agreement the Company recorded $2,000 and $4,000all likelihood, sustain operating expenses without corresponding revenues for the nine months ended December 31, 2012immediate future. See “Part II, Item 8, Financial Statements and 2011, respectively.Supplementary Data.”

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)

December 31, 2012

Notes to the Condensed Financial Statements

(Unaudited)

Advances from Stockholder

From time to time, stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

Advances from stockholder at December 31, 2012 and March 31, 2012, consisted of the following:

Note 5 - Stockholders’ Equity

Shares Authorized

The total number of shares of all classes of stock which the Company is authorized to issue is 1,525,000,000 shares of which 25,000,000 shares shall be Preferred Stock, par value $0.001 per share, and 1,500,000,000 shares shall be Common Stock, par value $0.001 per share.

Common Stock

On September 29, 2010, the Company issued 263,380,000 common shares to its Chief Executive Officer at the par value of $0.000008 per share or $2,000 for compensation upon formation of the Company.

For the period from December 1, 2010 through December 31, 2010, the Company sold 33,185,880 shares of its common stock at $0.00038 per share or $12,600 in aggregate to 10 individuals.

For the period from January 1, 2011 through March 31, 2011, the Company sold 66,819,506 shares of its common stock at $0.00038 per share or $25,370 in aggregate to 25 individuals.

On December 1, 2011, the Company issued 131,690,000 common shares to its Chief Executive Officer at $0.00038 per share or $50,000 for compensation.

On July 18, 2012, in a private transaction, 3,000,000 shares of common stock, which represented 79.8% of the issued and outstanding shares of common stock, were sold to Middle East Ventures FZE for the total price of $25,000.  This resulted in a change in control of the Company.  In connection with this transaction, also on July 18, 2012, Humaira Haider resigned from her position as Chief Executive Officer of the Company and Rowland W. Day was appointed as the new President and sole director of the Company as well as Chief Executive Officer of the Company, Secretary, and Chief Financial Officer.

On July 30, 2012, the Company effectuated a forward 131.69-to-1 stock split of common shares.

On September 4, 2012, the Company issued 5,000,000 shares of restricted common stock to its legal counsel at $0.001 per share or $5,000 for services.

SOLLENSYS CORP.

(Formerly known as Health Directory, Inc.)

(A Development Stage Company)

December 31, 2012

Notes to the Condensed Financial Statements

(Unaudited)

Payments Received from Stock Subscription Receivable

On April 6, 2011, April 7, 2011 and April 13, 2011, payments of $13,070 in the aggregate were received from the sale of 261,400 of the 759,400 shares sold from December 1, 2010 through March 31, 2011. Since these payments were received prior to the issuance of these financial statements, they were reflected as an asset on the balance sheet as of March 31, 2011.

Capital Contribution

In October 2010, the Company’s Chief Executive Officer contributed $100 for the general working capital to the Company.

On July 24, 2012, $27,989 in advance from shareholder were converted to capital and recorded as contribution to paid-in capital.LIQUIDITY AND CAPITAL RESOURCES

On November 8, 2012, the Company’s Chief Executive Officer contributed $500 for the general working capital to the Company.

Note 6 - Share Acquisition Agreement

On September 30, 2012 a Share Acquisition Agreement (“Agreement”) was entered into for the acquisition of all of the outstanding shares of Sollensys Corporation, a South Korean Corporation (“Sollensys Korea”) by the Registrant. Pursuant to the Agreement, the Registrant intends to acquire all of the outstanding shares of Sollensys Korea by issuing approximately 200,000,000 million shares of the Registrant’s common stock. Upon issuance of the 200,000,000 common shares, the shareholders of Sollensys Korea will own approximately 40% of the Registrant. The closing of the Agreement is subject to the audit of Sollensys Korea’s financial statements for the past two fiscal years, approval by the shareholders of Sollensys Korea and other standard terms and conditions.  The parties intend to close the transaction by approximately February 2013.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

We were incorporated in the State of Nevada on September 29, 2010 as Health Directory, Inc. and were based in Falls Church, VA. On August 27, 2012 our name was changed to Sollensys Corp. and we are now located in Newport Beach, California.

We were originally developing our health related online directory.  We have decided to suspend the developmentno revenue-producing operations or other sources of our website at this time to pursue another business opportunity.

On September 30, 2012, we entered into a share purchase agreement with a Korean company that is developing touch screen panels (“TSP”) for use in consumer products.  The Korean company is a development stage company and we believe that its acquisition could lead to a more viable economic opportunity for the Company.  We are revising our business plan and working to expand our operations within the manufacturing of touch screen panels.  This transaction has not closedincome as of the date of this report.

We do not consider ourselves to be a blank check company.  WeReport, nor have a specificwe had any revenue since inception. See “Plan of Operation” above herein for an explanation of our current business plan and have moved forward implementing it with our proposed acquisition.activities.

We anticipate that depending on market conditions andIt is our plan of operations, we may incur operating losses in the foreseeable future after the closing of the acquisition. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Business Strategy and Objectives