Item 1.01 Entry Into A Material Definitive Agreement.

The disclosure set forth below under Item 2.01 (Completion of Acquisition of Disposition of Assets) is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 30, 2020, Sollensys Corp., a Nevada corporation (the "Company") entered into a share exchange agreement (the "Share Exchange Agreement") with (i) Eagle Lake Laboratories, Inc., a Florida corporation ("Eagle Lake"), (ii) each of the shareholders of Eagle Lake (the "Eagle Lake Shareholders") and (iii) Donald Beavers as the representative of the Eagle Lake Shareholders (the "Shareholders' Representative").

Among other conditions to the closing of the transactions contemplated by the Share Exchange Agreement (the "Closing"), pursuant to the terms of the Share Exchange Agreement, the parties agreed that the Company would acquire 100% of Eagle Lake's issued and outstanding capital stock, in exchange for the issuance to the Eagle Lake Shareholders of a number of shares of the Company's common stock, par value $0.001 per share ("Common Stock") to be determined at the Closing of the Share Exchange Agreement.

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.




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The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.



                              FORM 10 DISCLOSURES

Immediately prior to the Share Exchange described in detail above pursuant to which Eagle Lake, became a wholly owned subsidiary of the Company, the Company was a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Item 2.01(f) of Form 8-K states that if the registrant was a "shell" company, such as the Company was immediately before the Share Exchange, then the registrant must disclose on a Current Report on Form 8-K the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, this report includes all of the information that would be included in a Form 10.



                                    BUSINESS

The disclosure in this "Business" section relates primarily to Eagle Lake, an . . .

Item 3.02 Unregistered Sales of Equity Securities.

On November 30, 2020 the Company consummated the Share Exchange, whereby 95,142,857 shares of the Company's Common Stock were issued to the Eagle Lake Shareholders.

The Company believes that the issuances of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation.

Item 4.01 Change in Registrant's Certifying Accountant.

Dismissal of Independent Registered Accounting Firm

On October 20, 2020, the Board of Directors of Sollensys Corp. (the "Company") terminated the engagement of BF Borgers CPA PC ("Borgers") as the Company's independent registered accounting firm.

Borgers' reports on the Company's financial statements for the fiscal years ended March 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the Company's two most recent fiscal years and through October 20, 2020, there have been no disagreements with Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Borgers' satisfaction, would have caused Borgers to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such periods.

For the fiscal years ended March 31, 2020 and 2019 and through October 20, 2020, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Borgers with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the "Commission"), and requested that Borgers furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Borgers' letter to the Commission is attached hereto as Exhibit 16.1.

Engagement of New Independent Registered Accounting Firm

On October 20, 2020, the Company's Board of Directors appointed MaloneBailey LLP ("MaloneBailey") as the Company's new independent registered accounting firm. During the Company's two most recent fiscal years and through October 20, 2020, neither the Company nor anyone acting on the Company's behalf consulted MaloneBailey with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 5.01 Changes in Control of Registrant.

Prior to the Closing of the Share Exchange, Eagle Lake owned 11,400,000,000 shares of the Company's Common Stock, representing 95.8% of the voting power of the Company. Prior to the Closing of the Share Exchange, Donald Beavers owned 17.8% of the outstanding common stock of Eagle Lake, and was Eagle Lake's largest shareholder.

As a result of the Closing of the Share Exchange, Donald Beavers, the Chief Executive Officer of the Company, holds 16,978,498 shares of Common Stock of the Company as of the date of this Current Report on Form 8-K, representing 17.09% of the voting power of the Company, and is the largest shareholder of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On November 25, 2020, Anthony Nolte was elected as a Director of the Company.

On November 25, 2020, Stamatlos Hadoulias was elected as a Director of the Company

The description of the business experience of each of Mr. Nolte and Mr. Hadoulias contained in the "Officers and Directors" section of Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.




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Item 5.03 Amendments to Articles of Incorporation

Conversion of Series A Stock and Withdrawal of Designation for Series A Stock

On October 13, 2020, Eagle Lake, the owner of 100% of the issued and outstanding shares of Series A Preferred Stock ("Series A Stock") of the Company converted its 19,000,000 shares of Series A Stock into shares of the Company's common stock, par value $0.001 per share ("Common Stock"), resulting in the issuance to Eagle Lake of 11,400,000,000 shares of Common Stock and resulting in Eagle Lake holding approximately 95.8% of the Company's issued and outstanding Common Stock.

On October 14, 2020, following the conversion of the Series A Stock by Eagle Lake, as there were no additional shares of Series A Stock outstanding, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada to withdraw the designation of the Series A Stock. The 25,000,000 shares of preferred stock that had been designated as the Series A Stock are now returned to authorized but undesignated shares of preferred stock of the Company. The withdrawal of the Series A Stock designation did not require the approval of the shareholders of the Company.

The foregoing description of the Certificate of Withdrawal is qualified in its entirety by reference to the complete terms and conditions of the Certificate of Withdrawal filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 19, 2020 and incorporated by reference into this Item 5.03.

New Reverse Split and Reduction of Authorized Shares

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 "New Reverse Split") of the Company's issued and outstanding common stock, par value $0.001 per share ("Common Stock").

In connection with the New Reverse Split, the Amendment also reduces the number of authorized shares of Common Stock from 12,000,000,000 shares to 300,000,000 shares following the New Reverse Split, with no change in the par value thereof (the "Reduction in Authorized Shares").

The foregoing description of the Amendment is qualified in its entirety by reference to the complete terms and conditions of the Amendment, a copy of which is attached as Exhibit 3.2 to the Company's Current Report on Form 8-K filed October 19, 2020 and is incorporated by reference into this Item 5.03.

As disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 2, 2020, the New Reverse Split became effective on November 2, 2020. Accordingly, effective November 2, 2020, every 120 shares of the Company's issued and outstanding common stock converted into one share of common stock, without any change in the par value per share. No fractional shares of common stock were issued in connection with the New Reverse Split.

In connection with the Reverse Split, immediately after the Reverse Split became effective on November 2, 2020, the Company also effected a decrease in the number of authorized shares of Company common stock from 12,000,000,000 shares to 300,000,000 shares following the Reverse Split, with no change in the par value thereof.

Item 5.06 Change in Shell Company Status.

As a result of the Closing of the Share Exchange as described in Items 1.01 and 2.01, which description is incorporated by reference in this Item 5.06 of this Current Report on Form 8-K, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.




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Item 7.01. Regulation FD Disclosure.

On November 30, 2020 Sollensys issued a press release announcing the Closing of the Share Exchange. A copy of this press release is attached hereto as Exhibit 99.3 and incorporated herein by reference. The information contained in the websites is not a part of this Current Report on Form 8-K. The information included in this Current Report on Form 8-K, including Exhibit 99.3, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of Eagle Lake from inception (May 8, 2020) through September 30, 2020 are attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

(b) Pro Forma Financials.

The unaudited pro forma condensed combined financial statements from inception through ended September 30, 2020 are attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

(c) Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) hereof and the exhibits referred to therein which are incorporated herein by reference.

(d) Exhibits

The following exhibits are filed with this report:




Exhibit No.   Document
  2.1  *      Share Exchange Agreement dated November 30, 2020 by and between
              Sollensys Corp., Eagle Lake Laboratories, Inc., the Eagle Lake
              Shareholders and Donald Beavers as the representative of the Eagle Lake
              Shareholders.
  3.1         Amended and Restated Bylaws of Sollensys Corp. (incorporated by
              reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K
              filed with the Commission on August 11, 2020).
  3.2         Certificate of Change to Articles of Incorporation, effective as of
              September 18, 2020 (incorporated by reference to Exhibit 3.1 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              August 14, 2020).
  3.3         Certificate of Correction filed with the Secretary of State of Nevada on
              October 8, 2020 (incorporated by reference to Exhibit 3.1 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              October 13, 2020).
  3.4         Certificate of Amendment filed with the Secretary of State of Nevada on
              October 8, 2020 (incorporated by reference to Exhibit 3.2 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              October 13, 2020).
  3.5         Certificate of Designations filed with the Secretary of State of Nevada
              on October 8, 2020 (incorporated by reference to Exhibit 3.3 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              October 13, 2020.
  3.6         Certificate of Withdrawal for Series A Preferred Stock Designation Filed
              October 14, 2020 (incorporated by reference to Exhibit 3.1 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              October 19, 2020).
  3.7         Certificate of Amendment filed with the Secretary of State of Nevada on
              October 14, 2020 (incorporated by reference to Exhibit 3.2 to the
              registrant's Current Report on Form 8-K filed with the Commission on
              October 19, 2020).
  10.1        Reseller Agreement between the registrant and Eagle Lake Laboratories,
              Inc. dated August 20, 2020 (incorporated by reference to Exhibit 3.2 to
              the registrant's Current Report on Form 8-K filed with the Commission on
              October 22, 2020).
  10.2*       Argus RFID IP Purchase and Assignment Agreement dated August 12, 2020.
  99.1  *     Eagle Lake Audited Financial Statements from inception (May 8, 2020)
              through the period ended September 30, 2020.
  99.2  *     Pro Forma Condensed Combined Financial Statements as of September 30,
              2020.
  99.3*       Press Release of the Registrant dated November 30, 2020.




* Filed herewith.
+ Includes management contracts and compensation plans and arrangements.


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