UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~May~~January 1529, 2020

~~Solei~~CareClix ~~Systems~~Holdings, Inc.

(Exact name of registrant as specified in its charter)

Solei Systems, Inc.

(Former name if changed since last filing)

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)

(703) 832-4473

(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
N/A	N/A	N/A

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

Section 87 –- ~~Other~~Regulation ~~Events~~FD

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~(a) Pursuant~~Registrant has been engaged in completing toa ~~SEC~~restatement ~~Release~~of ~~No.~~its 34financial reports contained in its previous filings on Form 10-~~88465~~Q ~~(March~~for 25the periods ending June 30, ~~2020)~~2019 ~~(the~~and September ~~“Order”)~~30, ~~Registrant~~2019 isand ~~currently~~completing ~~unable~~the toaudit ~~complete~~of ~~and~~its ~~file~~financial statements for the year ended December 31, 2019 to include its ~~Form~~ Form 10-K ~~Annual~~for ~~Report~~the year ended December 31, 2019. The restatements and audit have been difficult but are in the final stages and the Form 10-QK ~~Quarterly~~for ~~report~~the onyear aended ~~timely~~December ~~basis~~31, as2019 ais ~~result~~nearly complete. The filing must complete final review of our independent accounting firm and will then be filed. Filing is expected before year end. The quarterly Form 10-Q filings for the ~~impact~~First, Second and Third Quarters of 2019 are prepared and will be completed and reviewed as soon as the ~~COVID-19~~final ~~pandemic~~audit onresults for the year ended December ~~its~~31, ~~business~~2019 ~~and~~are ~~operations~~approved. AsAll ~~required~~future byfilings with the ~~Order:~~SEC will be made on a timely basis, including the Form 10-K for the year ended December 31, 2020.

~~(b) (1)~~The ~~Registrant~~delinquent isfilings ~~relying~~for on2019 ~~the~~resulted from ~~Order~~a innumber ~~filing~~of ~~this~~unexpected ~~Report~~ and ~~taking~~unavoidable ~~the~~issues, ~~actions stated;~~including:

~~(2) Registrant’s primary business operations, through its wholly-owned subsidiary CareClix, Inc~~1., isOur ~~providing~~previous ~~telemedicine~~independent ~~services~~accounting tofirm ~~health~~advised ~~providers,~~us toin ~~individuals and~~January to2020 ~~other~~that ~~persons~~it ~~and~~did ~~groups.~~not Ashave ~~a direct result of~~ the ~~COVID-19~~capacity ~~pandemic~~to inundertake the ~~United~~audit ~~States, the demand~~ for ~~telemedicine services~~2019 ~~such~~and asresigned ~~those~~the ~~provided by CareClix, Inc~~engagement. ~~has~~This ~~expanded~~resignation ~~exponentially~~was unexpected and ~~has~~there ~~nearly~~was ~~overwhelmed~~no ~~the~~prior ~~ability~~indication of ~~Registrant to~~any ~~meet that demand while still providing quality telemedicine services to its customer base~~issues. The ~~recent~~resignation ~~decision~~was toreported ~~expand~~on ~~Medicare to~~Form ~~include~~8-K ~~reimbursement~~filed ~~for~~on ~~telemedicine~~January ~~services~~13, ~~has accelerated that demand~~2020.

~~Management~~2. On January 29, 2020, we engaged our current independent accounting firm, Rosenberg Rich Baker Berman P.A. (“RRBB”) as reported on Form 8-K filed on January 31, 2010. RRBB had no prior information regarding our company and ~~staff~~undertook a complete review of ~~Registrant have~~prior ~~been~~filings ~~working~~and ~~tirelessly~~financial toreports, ~~meet~~resulting ~~that~~in ~~demand~~a ~~and~~determination ~~have~~that ~~minimal~~certain ~~remaining~~items ~~capacity~~related to ~~undertake~~the acquisition of the ~~work~~CareClix ~~necessary~~operating tosoftware ~~complete~~ in April 2019 and the ~~audit~~issuance of ~~its~~convertible ~~financial~~notes ~~affairs~~in April and May 2019 had been reported incorrectly. This determination required us to ~~complete~~retain ~~and~~an ~~file~~outside ~~the~~consulting ~~Form~~group ~~10-K~~to ~~for~~complete a valuation of the ~~year~~assets ~~ended~~acquired ~~December~~as ~~31,~~a ~~2019~~business combination and ~~Form~~to ~~10-Q~~restate ~~for~~ the ~~quarter~~reporting ~~ending~~of ~~March~~the ~~31,~~convertible ~~2020~~notes onto reflect a ~~timely~~derivative ~~basis;~~feature of those notes.

(3). ~~Registrant~~The ~~estimates~~COVID-19 ~~that~~pandemic significantly affected the business and operations of the company as it ~~will file~~moved into the telemedicine market as a result of the acquisition of the CareClix telemedicine software. On March 30, 2020, the company filed a Form 108-K ~~and~~report ~~Form~~advising ~~10-Q~~that onwe orwould ~~before~~be ~~June~~taking ~~14,~~advantage ~~2020;~~of the extended filing period contained in SEC Release No. 34-88465.

(4). ~~The~~In ~~risk~~April ~~factors~~2020, ~~related~~the toSEC included the ~~impact~~ Company shares in a temporary trading suspension of ~~COVID~~a number of public telemedicine companies, to which the company responded by a Form 8-19K filing dated April 14, 2020. The temporary trading suspension expired after two weeks and subsequently, the company requested and received from the SEC a letter advising that there was no investigation of the company underway. The suspension did, however, result in the automatic termination of the trading of the company shares on ~~Registrant’s~~the OTC Markets, which has affected additional fund-raising efforts of the company. In turn, the company had difficulty expanding staff to meet demands of the business ~~are:~~and could not expand staff to assist with the financial reporting or expansion of the business.

The significant increase in demand for telemedicine services has put considerable strain on the available resources of Registrant and will require increase in staffing to meet the demand. It is uncertain whether Registrant can retain and train new staff with its still limited capital resources and with the current social distancing limitation on hiring new workers. If Registrant is unable to meet the increased demand for its services due to limited capital or limited staff, its ability to expand its business and market will be at risk.SIGNATURES

~~If Registrant expands its staff and~~Pursuant ~~operations~~ to ~~meet~~ the ~~current~~requirements ~~and~~of ~~growing~~the ~~demand~~Securities ~~for~~Exchange ~~telemedicine~~Act ~~services~~of ~~during the current COVID-19 pandemic~~1934, ~~it is uncertain whether that demand will continue at~~ the ~~same~~registrant ~~levels~~has ~~when~~duly ~~the~~caused ~~COVID-19~~this ~~emergency~~report ~~has~~to ~~receded,~~be ~~placing~~signed ~~Registrant~~on atits ~~risk of having~~behalf ~~over-expanded~~by ~~its~~the ~~staff~~undersigned ~~and~~hereunto ~~resources~~duly authorized.

(5) Not applicable

Date: November 18, 2020	CareClix Holdings, Inc.

	By:	/s/ Charles O. Scott
		Name: Charles O. Scott
		Title: CEO

~~SIGNATURES~~1

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: May 15, 2020	Solei Systems, Inc.
	By:	/s/ Charles O. Scott
		Name: Charles O. Scott
		Title: CEO

Filing Compare · CareClix Holdings, Inc.