Cover
Cover - USD ($) | 9 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-KT | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-174581 | ||
Entity Registrant Name | SOLLENSYS CORP. | ||
Entity Central Index Key | 0001519177 | ||
Entity Incorporation, State or Country Code | NV | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23,827,662 | ||
Entity Common Stock, Shares Outstanding | 99,354,547 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 129,624 | $ 0 |
Inventory | 54,000 | 0 |
Total current assets | 183,624 | 0 |
Total assets | 183,624 | 0 |
Current liabilities: | ||
Accrued expenses | 46,134 | 31,429 |
Customer deposits - short term | 17,143 | 0 |
Advance from stockholder | 0 | 54,342 |
Loans payable related party | 0 | 26,100 |
Total current liabilities | 63,277 | 111,871 |
Customer deposits - long term | 72,857 | 0 |
Total liabilities | 136,134 | 111,871 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2020 and Marc 30, 2020 | 0 | 0 |
Common stock, $0.001 par value, 300,000,000 shares authorized; 99,354,547 and 4,183,962 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively | 99,355 | 4,184 |
Paid in capital | 3,390,213 | 497,891 |
Accumulated deficit | (3,442,078) | (613,946) |
Total stockholders' equity (deficit) | 47,490 | (111,871) |
Total liabilities and equity | $ 183,624 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 99,354,547 | 4,183,962 |
Common stock, outstanding | 99,354,547 | 4,183,962 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 180,000 | $ 0 |
Cost of sales | 30,000 | 0 |
Gross profit | 150,000 | 0 |
Operating expenses: | ||
General and administrative - related party | 3,063,903 | 26,100 |
Total operating expenses | 3,063,903 | 26,100 |
Loss from operations | (2,913,903) | (26,100) |
Other income (expense): | ||
Gain from the extinguishment of debt | 85,771 | 0 |
Total other income | 85,771 | 0 |
Net loss | $ (2,828,132) | $ (26,100) |
Basic and diluted loss per common share | $ (.19) | $ (0.01) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 14,910,512 | 4,183,962 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock Series A | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Total |
Beginning balance, shares at Mar. 31, 2019 | 0 | 4,183,962 | |||
Beginning balance, amount at Mar. 31, 2019 | $ 0 | $ 4,184 | $ 497,891 | $ (587,846) | $ (85,771) |
Capital contribution | 0 | ||||
Net loss | (26,100) | (26,100) | |||
Ending balance, shares at Mar. 31, 2020 | 0 | 4,183,962 | |||
Ending balance, amount at Mar. 31, 2020 | $ 0 | $ 4,184 | 497,891 | (613,946) | (111,871) |
Sale of common stock by Eagle Lake prior to the merger | 945,550 | 945,550 | |||
Issuance of preferred shares resulting in stock-based compensation, shares | 19,000,000 | ||||
Issuance of preferred shares resulting in stock-based compensation, amount | $ 19,000 | 1,881,000 | 1,900,000 | ||
Conversion of preferred stock to common stock, shares | (19,000,000) | 95,000,000 | |||
Conversion of preferred stock to common stock, amount | $ (19,000) | $ 95,000 | (76,000) | 0 | |
Issuance of odd lot shares on common stock conversion, shares | 143,585 | ||||
Issuance of odd lot shares on common stock conversion, amount | $ 144 | (144) | 0 | ||
Private placement of common shares, shares | 27,000 | ||||
Private placement of common shares, amount | $ 27 | 94,473 | 94,500 | ||
Conversion of related party loan to capital contribution | 46,943 | 46,943 | |||
Capital contribution | 500 | 500 | |||
Net loss | (2,828,132) | (2,828,132) | |||
Ending balance, shares at Dec. 31, 2020 | 0 | 99,354,547 | |||
Ending balance, amount at Dec. 31, 2020 | $ 0 | $ 99,355 | $ 3,390,213 | $ (3,442,078) | $ 47,490 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Cash flows from operating activities of continuing operations: | ||
Net loss | $ (2,828,132) | $ (26,100) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 1,900,000 | 0 |
Gain from the extinguishment of debt | (85,771) | 0 |
Changes in operating assets and liabilities | ||
Inventory | (54,000) | 0 |
Customer deposits | 90,000 | 0 |
Accrued expenses | 66,977 | 0 |
Net cash used in operating activities | (910,926) | (26,100) |
Cash flows from financing activities: | ||
Sale of common stock by Eagle Lake prior to the merger | 945,550 | 0 |
Capital contributions | 500 | 0 |
Proceeds for the sale of common stock | 94,500 | 0 |
Related party loans | 0 | 26,100 |
Net cash provided by financing activities | 1,040,550 | 26,100 |
Net increase in cash and cash equivalents | 129,624 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 129,624 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of shares due to rounding | 144 | 0 |
Conversion of preferred stock to common stock | 95,000 | 0 |
Expense paid by related party | 20,843 | 0 |
Forgiveness of debt by former related party due to a change of control | $ 46,943 | $ 0 |
1. ORGANIZATION AND DESCRIPTION
1. ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. Initial plans included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s efforts involved developing a business plan and establishing contacts and visibility in the marketplace. The Company had not generated any revenues before the current period. Effective July 30, 2012, the holder of 3,000,000 shares, or approximately 79.8% of the Company’s then outstanding voting securities, executed a written consent in accordance with Section 78.320 of the Nevada Revised Statutes approving an amendment to the Articles of Incorporation to change the Company’s name to Sollensys Corp, increase the number of authorized common shares to 1,500,000,000, increase the number of authorized preferred shares to 25,000,000, and to split each outstanding share of common stock into 131.69 shares of common stock. The Company had been dormant since September 30, 2012. On December 27, 2019, the Eighth Judicial District Court of Clark County, Nevada (the “Court”), pursuant to Case number A-19-805633-B appointed Custodian Ventures, LLC (“Custodian Ventures”) 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 the purpose of financial statement presentation. On June 16, 2020, Custodian Ventures filed a motion with the Court asking the Court to enter an order concluding and terminating the custodianship of the Company. On July 20, 2020, the Court entered an order terminating custodianship and barring non-asserted claims against the Company. Effective August 5, 2020, David Lazar, the interim Chief Executive Officer, President, Secretary, Treasurer, and sole director of the Company and the beneficial owner, through his ownership of Custodian Ventures of 19,000,000 shares of Series A Preferred Stock, representing 100% of the Company’s issued and outstanding shares of preferred stock, entered into a Stock Purchase Agreement by and among Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle Lake”); (ii) the Company; and (iii) Custodian Ventures. The Stock Purchase Agreement is referred to herein as the “SPA.” Pursuant to the terms of the SPA, Eagle Lake agreed to purchase, and Custodian Ventures agreed to sell, 19,000,000 shares of the Company’s Series A Preferred Stock in exchange for payment by Eagle Lake to Custodian Ventures of $230,000 (collectively with the other transactions in the SPA, the “Stock Purchase”). The Stock Purchase closed on August 5, 2020. The shares of Series A Preferred Stock, par value $0.001 per share, of the Company are convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a rate of 50 shares of Common Stock per share of Series A Preferred Stock, and has voting power on an as-converted basis (voting with the Common Stock as one class) and thus represents 65.4% of the voting power of all shares of stock of the Company. In connection with the closing of the Stock Purchase, on August 5, 2020, Mr. Lazar, the then-sole member of the Board of Directors (the “Board”) of the Company, pursuant to the power granted to the Board in the Company’s bylaws, increased the size of the Company’s Board to two members. Simultaneously, Mr. Lazar, as the sole Board member, appointed Donald Beavers as a director to fill the newly created Board vacancy. At the same time, Mr. Lazar appointed Donald Beavers as Chief Executive Officer and Secretary of the Company. Also on August 5, 2020, following the above officer and director appointments and effective on the closing of the Stock Purchase, Mr. Lazar resigned from any and all officer and director positions with the Company. Mr. Lazar’s resignation is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On November 30, 2020, Sollensys entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) Eagle Lake a Florida corporation, (ii) each of the shareholders of Eagle Lake (the “Eagle Lake Shareholders”), and (iii) Donald Beavers as the representative of the Eagle Lake Shareholders (the “Shareholders’ Representative”). Among other conditions to the closing of the transactions contemplated by the Share Exchange Agreement (the “Closin g The Closing of the Share Exchange Agreement occurred on November 30, 2020. Pursuant to the terms of the Share Exchange Agreement, the Company acquired from the Eagle Lake Shareholders 10,000,000 shares Eagle Lake’s common stock, no par value per share, representing 100% of the issued and outstanding capital stock of Eagle Lake, in exchange for the issuance to the Eagle Lake Shareholders of 95,000,000 shares of the Company’s Common Stock (the “Share Exchange”). As a result of the Share Exchange, Eagle Lake became a wholly-owned subsidiary of the Company and the business of Eagle Lake became the business of the Company. The Share Exchange is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Share Exchange Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. 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 Corporation and Eagle Lake Laboratories were under the common control of the CEO before and after the date of transfer. As a result, the Company adopted the guidance in 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, par value $0.001 per share (“Common Stock”). Pursuant to the Amendment, effective as of October 30, 2020, every one hundred and twenty (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 1 for 120 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’s 11,400,000,000 common shares was 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 will receive, 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. The Company’s financial statements in this Report for December 1, 2020, and March 1, 2020, and all references thereto have been retroactively adjusted to reflect the split unless specifically stated otherwise. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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 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 consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2020, the Company had a working capital surplus of $120,348 and an accumulated deficit of $3,442,078. 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 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. Revenue Recognition Revenues are accounted for in accordance with the Financial Accounting Standards Board issued ASU 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. Customer Deposits Under the terms of these existing 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 December 31, 2020, and March 31, 2020, the balance of deposits was $17,413 included in current liabilities and $72,857 in long-term liabilities, compared to $-0- and $-0-, 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 December 31, 2020, and March 31, 2020, the Company’s cash equivalents totaled $129,624 and $0, 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 December 31, 2020, there were no common stock equivalents. Inventory The Company inventory comprised of finished goods is valued at the lower of cost or net realizable value. Inventory cost is determined using the first-in, and first-first out basis. As of December 31, 2020, the Company had $75,000 of inventory on hand. No inventory allowance for obsolescence or impairment was deemed necessary by the Company’s management. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between depreciation which is deductible for tax purposes prior to being deductible for book purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future taxable income. From time to time, the Company may have differences in computing the book and tax bases of property and equipment; reserves for bad debts; capitalized overhead included in inventories; bonus plan payables, and accrued wages to shareholders/employees. Deferred tax expense or benefit is the result of the changes in the deferred tax assets, net of the valuation reserve, and liabilities. The Company accounts for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740 (“FASB ASC 740”), Income Taxes, which clarifies the accounting and disclosure requirements for uncertainty in tax positions. It requires a two-step approach to evaluate tax positions and determine if they should be recognized in the consolidated financial statements. The two-step approach involves recognizing any tax positions that are “more likely than not” to occur and then measuring those positions to determine if they are recognizable in the consolidated financial statements. Management regularly reviews and analyzes all tax positions and has determined that no uncertain tax positions requiring recognition have occurred. In general, the Company’s income tax returns are subject to examination by the taxing authorities for three years after they were filed. The Company has not filed any tax returns. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) |
3. RELATED PARTY TRANSACTIONS
3. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The related party loan balance as of December 31, 2020, and March 31, 2020, was $-0- and $26,100, respectively. The $26,100 was used to pay the operating expenses of the Company and were funded by the Company’s Court-appointed custodian, Custodian Ventures, LLC managed by David Lazar in the form of interest-free demand loans. Additional expenses of $20,843 were paid on behalf of the Company by David Lazar during the nine months ended September 30, 2020. In connection with the August 5, 2020 change of control, the aggregate amount of $46,943 due to Mr. Lazar was forgiven and recognized as a capital contribution to the Company. · Additionally, the following related party transactions occurred during the nine month period ended December 31, 2020. Eagle Lake granted Sollensys Corp the right to use its premises without any rent obligation. · The Company’s CEO donated $5,311 capital to Sollensys Corp. · In 2020, Eagle Lake purchased 13 computer servers (used to make Blockchain Archive Servers) from Probability and Statistics, Inc, an entity owned by Mr. Beavers, the Chief Executive Officer, director and significant stockholder of Eagle Lake and Sollensys Corp. Each server was purchased for $6,000. Eagle Lake subsequently sold three of these computer servers to Sollensys Corp during the period from inception to December 31, 2020, which Sollensys Corp then sold to unrelated third parties for $45,000 each. For each of these sales, $30,000 in commission expense was paid to distributor-entity that is owned by an employee of Sollensys Corp. |
4. ACCRUED EXPENSES AND ADVANCE
4. ACCRUED EXPENSES AND ADVANCE FROM STOCKHOLDER | 9 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
ACCRUED EXPENSES AND ADVANCE FROM STOCKHOLDER | As of December 31, 2020, and March 31, 2020, the balances of “accrued expenses” and “advance from stockholder were $46,134 and $31,429 respectively, and $-0- and $54,342, respectively. During the three months ended June 30, 2020, the Company received a legal opinion 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, had expired. As a result, the Company determined it no longer had any liability for accrued expenses or an advance to stockholder and recorded “other income” as a gain on the extinguishment of debt of $85,771 on its statements of operations for the period ended December 31, 2020. The accrued expenses as of December 31, 2020, are comprised of $12,634 in credit card payables, and $33,500 in miscellaneous liabilities. |
5. INCOME TAXES
5. INCOME TAXES | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Rate reconciliation December 31, 2020 March 31, 2020 Pretax Book Income $ (2,828,132 ) $ (26,100 ) Provision at Statutory Rate (593,900 ) 21.0 % (5,481 ) 21 % Permanent Differences 473,900 -16.8 % Change in Valuation Allowance 120,000 -4.2 % 5,481 -21 % Total Tax Expense (benefits) $ % $ % Net deferred tax assets consist of the following: Deferred tax assets December 31, 2020 March 31, 2020 Deferred tax assets by jurisdiction Federal $ 93,300 $ State 26,700 Valuation Allowance (120,000 ) Net deferred tax assets $ $ Deferred tax assets by components Intangible assets 4,800 Net operation loss 115,200 Valuation Allowance (120,000 ) Net deferred tax assets $ $ As of December 31, 2020, the Company had federal, state, and foreign net operating loss carryforwards of approximately $531,000 with no expiration date to use these credits, that are available to offset future liabilities for income taxes. The Company has generally established a valuation allowance against these carryforwards based on an assessment that it is more likely than not that these benefits will not be realized in future years. The Company has not undertaken an analysis of Section IRS Section 382 and cannot determine at this time whether the NOL will be subject to limitations due to a change in control. |
6. COMPARATIVE NINE MONTH FINAN
6. COMPARATIVE NINE MONTH FINANCIAL INFORMATION | 9 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
COMPARATIVE NINE MONTH FINANCIAL INFORMATION | The unaudited consolidated statements of operations and cash flows are provided below with comparative information for the nine months ended December 31, 2019. This includes all normal recurring adjustments necessary for a fair statement of the results for those periods. Consolidated Statements of Operations Nine months ended December 31, 2019 (unaudited) Revenue $ — Operating expenses: General and administrative -related party 16,038 Total operating expenses 16,038 Income (loss) from operations (16,038 ) Total other income (expense) — Net loss (16,038 ) Basic and diluted earnings (loss) per common share $ (0.00 ) Weighted-average number of common shares outstanding: Basic and diluted 4,138,962 Consolidated Statements of Cash Flows Nine months ended December 31, 2019 (unaudited) Cash flows from operating activities of continuing operations: Net loss $ (16,038 ) Net cash (used in) operating activities (16,038 ) Cash flows from financing activities: Related party loans 16,038 Net cash provided by financing activities 16,038 Net increase (decrease) in cash and cash equivalents $ — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ — Supplemental disclosure of cash flow information: Cash paid for interest $ — Cash paid for income taxes $ — |
7. STOCKHOLDERS' EQUITY
7. STOCKHOLDERS' EQUITY | 9 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity: | |
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 at a par value of $0.001. 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 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 $0.001 common stock. As of December 31, 2020, and March 31, 2020, respectively, there were 99.327,547 shares of common stock issued and outstanding. These shares represent the 1 for 120 stock split that became effective on November 2, 2020. As December 31, 2020, and March 31, 2020, there 10,000,000 shares of Preferred Series A stock authorized, with -0- shares issued and outstanding at both periods, respectively . On October 13, 2020, Eagle, the owner of 100% of the issued and outstanding shares of the Company’s Series A preferred stock converted its 19,000,000 shares of Series A preferred stock into 95,000,000 shares of the Company’s common stock, resulting in the issuance to Eagle of 11,400,000,000 shares of common stock and resulting in Eagle holding approximately 95.8% of the Company’s issued and outstanding common stock. Prior to the merger with Sollensys, Eagle Lake raised $945,550 from the sale of common stock to accredited investors. Eagle Lake’s class of common stock was eliminated after it merged with the Company. In December 2020, the Company raised $94,500 from the sale of 27,000 shares of common stock to accredited investors. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In accordance with ASC 855-10 management has performed an evaluation of subsequent events from December 31, 2020 through the date the financial statements were available to be issued and noted no subsequent events requiring disclosure. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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 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 consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2020, the Company had a working capital surplus of $120,348 and an accumulated deficit of $3,442,078. 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 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. |
Revenue Recognition | Revenues are accounted for in accordance with the Financial Accounting Standards Board issued ASU 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. |
Customer Deposits | Under the terms of these existing 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 December 31, 2020, and March 31, 2020, the balance of deposits was $17,413 included in current liabilities and $72,857 in long-term liabilities, compared to $-0- and $-0-, 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 December 31, 2020, and March 31, 2020, the Company’s cash equivalents totaled $129,624 and $0, 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 December 31, 2020, there were no common stock equivalents. |
Inventory | The Company inventory comprised of finished goods is valued at the lower of cost or net realizable value. Inventory cost is determined using the first-in, and first-first out basis. As of December 31, 2020, the Company had $75,000 of inventory on hand. No inventory allowance for obsolescence or impairment was deemed necessary by the Company’s management. |
Income Taxes | Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between depreciation which is deductible for tax purposes prior to being deductible for book purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future taxable income. From time to time, the Company may have differences in computing the book and tax bases of property and equipment; reserves for bad debts; capitalized overhead included in inventories; bonus plan payables, and accrued wages to shareholders/employees. Deferred tax expense or benefit is the result of the changes in the deferred tax assets, net of the valuation reserve, and liabilities. The Company accounts for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740 (“FASB ASC 740”), Income Taxes, which clarifies the accounting and disclosure requirements for uncertainty in tax positions. It requires a two-step approach to evaluate tax positions and determine if they should be recognized in the consolidated financial statements. The two-step approach involves recognizing any tax positions that are “more likely than not” to occur and then measuring those positions to determine if they are recognizable in the consolidated financial statements. Management regularly reviews and analyzes all tax positions and has determined that no uncertain tax positions requiring recognition have occurred. In general, the Company’s income tax returns are subject to examination by the taxing authorities for three years after they were filed. The Company has not filed any tax returns. |
Recent Accounting Pronouncements | In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) |
5. INCOME TAXES (Tables)
5. INCOME TAXES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Rate reconciliation | Rate reconciliation December 31, 2020 March 31, 2020 Pretax Book Income $ (2,828,132 ) $ (26,100 ) Provision at Statutory Rate (593,900 ) 21.0 % (5,481 ) 21 % Permanent Differences 473,900 -16.8 % Change in Valuation Allowance 120,000 -4.2 % 5,481 -21 % Total Tax Expense (benefits) $ % $ % |
Deferred tax assets | Deferred tax assets December 31, 2020 March 31, 2020 Deferred tax assets by jurisdiction Federal $ 93,300 $ State 26,700 Valuation Allowance (120,000 ) Net deferred tax assets $ $ Deferred tax assets by components Intangible assets 4,800 Net operation loss 115,200 Valuation Allowance (120,000 ) Net deferred tax assets $ $ |
6. COMPARATIVE NINE MONTH FIN_2
6. COMPARATIVE NINE MONTH FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information | Consolidated Statements of Operations Nine months ended December 31, 2019 (unaudited) Revenue $ — Operating expenses: General and administrative -related party 16,038 Total operating expenses 16,038 Income (loss) from operations (16,038 ) Total other income (expense) — Net loss (16,038 ) Basic and diluted earnings (loss) per common share $ (0.00 ) Weighted-average number of common shares outstanding: Basic and diluted 4,138,962 Consolidated Statements of Cash Flows Nine months ended December 31, 2019 (unaudited) Cash flows from operating activities of continuing operations: Net loss $ (16,038 ) Net cash (used in) operating activities (16,038 ) Cash flows from financing activities: Related party loans 16,038 Net cash provided by financing activities 16,038 Net increase (decrease) in cash and cash equivalents $ — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ — Supplemental disclosure of cash flow information: Cash paid for interest $ — Cash paid for income taxes $ — |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Accounting Policies [Abstract] | ||
Working capital surplus | $ 120,348 | |
Accumulated deficit | (3,442,078) | $ (613,946) |
Customer deposits - short term | 17,143 | 0 |
Customer deposits - long term | 72,857 | 0 |
Cash equivalents | 129,624 | 0 |
Inventory | $ 54,000 | $ 0 |
3. RELATED PARTY TRANSACTIONS (
3. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Related Party Transactions [Abstract] | ||
Loans payable related party | $ 0 | $ 26,100 |
4. ACCRUED EXPENSES AND ADVAN_2
4. ACCRUED EXPENSES AND ADVANCE FROM STOCKHOLDER (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 46,134 | $ 31,429 |
Advance from stockholder | 0 | 54,342 |
Gain on the extinguishment of debt | $ 85,771 | $ 0 |
5. INCOME TAXES (Details)
5. INCOME TAXES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pretax book income | $ (2,828,132) | $ (26,100) |
Provision at statutory rate | (593,900) | (5,481) |
Permanent differences | 473,900 | 0 |
Change in valuation allowance | 120,000 | 5,481 |
Total tax expense (benefits) | $ 0 | $ 0 |
Provision at statutory rate, percent | 21.00% | 21.00% |
Permanent differences, percent | (16.80%) | 0.00% |
Change in valuation allowance, percent | (4.20%) | (21.00%) |
Total tax expense (benefits), percent | 0.00% | 0.00% |
5. INCOME TAXES (Details 1)
5. INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Deferred tax assets by jurisdiction: | ||
Federal | $ 93,300 | $ 0 |
State | 26,700 | 0 |
Valuation allowance | (120,000) | 0 |
Net deferred tax assets | 0 | 0 |
Deferred tax assets by components: | ||
Intangible assets | 4,800 | 0 |
Net operation loss | 115,200 | 0 |
Valuation allowance | (120,000) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
5. INCOME TAXES (Details Narrat
5. INCOME TAXES (Details Narrative) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Federal, state and foreign net operating loss carryforwards | $ 531,000 |
6. COMPARATIVE NINE MONTH FIN_3
6. COMPARATIVE NINE MONTH FINANCIAL INFORMATION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Revenue | $ 180,000 | $ 0 | $ 0 |
Operating expenses: | |||
General and administrative - related party | 3,063,903 | 16,038 | 26,100 |
Total operating expenses | 3,063,903 | 16,038 | 26,100 |
Income (loss) from operations | (2,913,903) | (16,038) | (26,100) |
Total other income (expense) | 85,771 | 0 | 0 |
Net loss | $ (2,828,132) | $ (16,038) | $ (26,100) |
Basic and diluted earnings (loss) per common share | $ (.19) | $ (.00) | $ (0.01) |
Weighted-average number of common shares outstanding: | |||
Basic and diluted | 14,910,512 | 4,138,962 | 4,183,962 |
6. COMPARATIVE NINE MONTH FIN_4
6. COMPARATIVE NINE MONTH FINANCIAL INFORMATION (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Cash flows from operating activities of continuing operations: | |||
Net loss | $ (2,828,132) | $ (16,038) | $ (26,100) |
Net cash (used in) operating activities | (910,926) | (16,038) | (26,100) |
Cash flows from financing activities: | |||
Related party loans | 0 | 16,038 | 26,100 |
Net cash provided by financing activities | 1,040,550 | 16,038 | 26,100 |
Net increase (decrease) in cash and cash equivalents | 129,624 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 129,624 | 0 | 0 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 | $ 0 |
7. STOCKHOLDERS' EQUITY (Detail
7. STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
Stockholders' Equity: | ||
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 | 99,354,547 | 4,183,962 |
Common stock, outstanding | 99,354,547 | 4,183,962 |