Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 27, 2019


Solei Systems, Inc.

(Exact name of registrant as specified in its charter)


Florida   000-55987   20-1801530
(state or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)


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


(address of principal executive offices) (zip code)  


(844) 726-6965


(registrant’s telephone number, including area code)




(former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each Class Trading Symbol Name of each exchange on which registered


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x


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. x  









  Item 8 Other Information.


Late Filing of Form 10-Q. On August 14, 2019, Registrant filed a Notice of Late Filing of its Form 10-Q report for the quarter ending June 30, 2019, advising that the 10-Q would be filed on or before August 19. 2019. Registrant was unable to complete all of the information required to be included in the Form 10-Q by August 19, 2019 and was unable to file the required quarterly report on a timely basis. On August 20, 2019, Registrant filed a Form 8-K Current Report disclosing the reasons for the late filing and indicating that the Form 10-Q would be filed by August 23, 2019. As of the date of this Report, Registrant still has not been able to resolve all of the complex issues relating to a recent asset acquisition and the issuance of convertible debt.


Registrant believes it will resolve these complex issues shortly and expects to complete its financial statements for review by its independent accountants and will complete the filing of the Form 10-Q as soon as possible.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 27, 2019 Solei Systems, Inc.
  By: /s/ Charles O. Scott
    Name: Charles O. Scott
    Title: CEO