Washington, D.C. 20549


FORM 12b-25




(Check one):      

x Form 10-K     ¨   Form 20-F     ¨   Form 11-K      ☐Form 10-Q

¨   Form 10-D     ¨   Form N-SAR     ¨   Form N-CSR

    For Period Ended: December 31, 2018
    ¨   Transition Report on Form 10-K
    ¨   Transition Report on Form 20-F
    ¨   Transition Report on Form 11-K
    ¨   Transition Report on Form 10-Q
    ¨   Transition Report on Form N-SAR
    ¨   For the Transition Period Ended:                     




Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:  



Solei Systems, Inc.

Full Name of Registrant


Former Name if Applicable


206 N. Washington Street, Suite 100, Alexandria, VA 22314

(Address of principal executive offices)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


x       (a)  

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Solei Systems, Inc. will be unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2018 because of a delay in the completion of the accounting and audit of said report.

As a result, Solei Systems, Inc. is not able to complete its financial closing process by March 31, 2019 for the Annual Report for the three and twelve months ended December 31, 2018.

Solei Systems, Inc. currently anticipates that the Form 10-K for the year ended December 31, 2018 will be filed as soon as practical, but not later than April 15, 2019. 




(1)  Name and telephone number of person to contact in regard to this notification


Joshua Flood       (844)       726-6965
(Name)       (Area Code)       (Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).     Yes   x     No ¨     



Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    

Yes    ¨     No x    

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




Solei Systems, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



March 28, 2019

      By    ./s/ Joshua Flood

                    Joshua Flood, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).