UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2018~~2019

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to _____________

Commission file number 000-55987

~~Commission~~CareClix ~~file~~Holdings, ~~number~~Inc. (Exact name of registrant as specified in its charter)

Solei Systems, Inc. ~~(Exact name of registrant as specified in its charter)~~

Florida		20-1801530
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
206 N. Washington St., Suite 100 Alexandria, VA		22314
(Address of principal executive offices)		(Zip Code)

(Former Name if Changed Since Last Report)

(703) 832-4473

Florida		20-1801530
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

1709 N. Harbor City Boulevard, Suite 520 Melbourne, FL		32935
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 832-4473

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~registered~~Trading Symbol Name of each exchange on which registered Not Applicable Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~o Yes x No~~

o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes x No

Note –Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ooYes ~~Yes~~ x No

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated (§filer, ~~229.405~~a ofsmaller ~~this chapter) is not~~reporting ~~contained herein~~company, ~~and~~or ~~will~~an ~~not~~emerging begrowth ~~contained,~~company. toSee the ~~best~~definitions of ~~registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer”, “smaller ~~proxy~~reporting orcompany,” ~~information~~and ~~statements incorporated~~“emerging bygrowth ~~reference~~company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. x

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, ano ~~accelerated~~Accelerated filer, ao ~~non~~Non-accelerated filer, oro aSmaller ~~smaller~~ reporting company. ~~See~~x ~~the~~Emerging ~~definitions of~~growth ~~“large accelerated filer,” “accelerated filer” and “smaller reporting~~ company” ~~in Rule 12b-2 of the Exchange Act.~~x

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

o Yes x No

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. o

~~The aggregate market value of our common shares~~Indicate ofby ~~voting~~check ~~stock~~mark ~~held~~whether bythe ~~non-affiliates~~registrant ofhas ~~our~~filed ~~Company~~a atreport ~~December~~on ~~31,~~and ~~2018,~~attestation ~~computed~~to byits ~~reference~~management’s toassessment of the ~~price~~effectiveness of atits ~~which~~internal ~~the~~control ~~common equity~~over ~~was~~financial ~~last~~reporting ~~sold~~under Section 404(~~$0.0021~~b), as of the ~~last~~Sarbanes-Oxley ~~business~~Act ~~day~~(15 ofU.S.C. 7262(b)) by the ~~registrant’s~~registered public ~~most~~accounting ~~recently~~firm ~~completed~~that ~~fiscal~~prepared ~~quarter~~or ~~(December 31,~~issued ~~2018),~~its ~~was~~audit ~~$109,643~~report.

~~As of April 10, 2019, there were 116,410,890 common shares, $0.001 par value, issued and outstanding.~~o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).oYes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter

$25,417,362.

Note--If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRESEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ). oYes .o No

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of December 31, 2019, there were 183,631,052 common shares, $0.001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 1980)

TABLE OF CONTENTS

Item 1.	Business.	21
Item 1A.	Risk Factors.	128
Item 1B.	Unresolved Staff Comments.	2319
Item 2.	Properties.	2319
Item 3.	Legal Proceedings.	2419
Item 4.	Mine Safety Disclosure.	2419
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2420
Item 6.	Selected Financial Data	2521
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2621
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	3526
Item 8.	Financial Statements and Supplementary Data.	3626
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	3727
Item 9A.	Controls and Procedures.	3729
Item 9B.	Other Information.	3829
Item 10.	Directors, Executive Officers and Corporate Governance.	3829
Item 11.	Executive Compensation.	4031
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	4235
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4435
Item 14.	Principal Accounting Fees and Services.	4436
Item 15.	Exhibits, Financial Statement Schedules.	4538
	SIGNATURES	46
Item 16	Summary	39
SIGNATURES		39

Table of Contents

PART I

FORWARD LOOKING STATEMENTS

This Form 10-K contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·	the uncertainty of profitability based upon our history of losses;

· risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

·	risks related to our operations and

·	other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

~~ITEM~~COVID-19 FILING 1EXTENSION: By Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020, we advised the Commission that we were currently unable to complete and file our Form 10-K Annual Report on a timely basis as a result of the impact of the COVID-19 pandemic on our business and operations, as provided in SEC Release No. ~~BUSINESS~~34-88465 (March 25, 2020).

~~GENERAL~~ITEM 1. BUSINESS.

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “Solei Systems,” or the “Company” are to Solei Systems, Inc.GENERAL

~~DESCRIPTION~~The following OFis ~~BUSINESS~~a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “CareClix Holdings,” or the “Company” are to CareClix Holdings, Inc., formerly named Solei Systems, Inc., and its subsidiaries.

~~Solei Systems, Inc. was organized October 26,~~DESCRIPTION ~~2004~~OF ~~under~~BUSINESS ~~the laws of the State of Florida as Eli Enterprises, Inc. Our name was changed in 2008 to Solei Systems, Inc.~~

~~On October 20~~CareClix Holdings, ~~2017,~~Inc. wewas ~~acquired~~organized ~~Clinical~~on ~~& Herbal~~October ~~Innovations~~26, ~~Inc.~~2004 ~~(CHII),~~under athe ~~Georgia~~laws ~~corporation,~~of inthe aState ~~share~~of ~~exchange.~~Florida ~~CHII~~as isEli aEnterprises, ~~supplement~~Inc. ~~development~~Our ~~company~~name ~~with a proprietary~~was ~~product~~changed ~~that~~in is2008 ~~distributed~~to ~~primarily~~Solei ~~through~~Systems, ~~the internet~~Inc. ~~Our~~Effective ~~majority~~April ~~shareholder~~9, ~~our~~2020, ~~CEO~~the ~~and~~corporate ~~Chairman~~name ~~Charles~~was O.changed ~~Scott,~~to ~~licenses the~~CareClix ~~product~~Holdings, ~~to CHII~~Inc.

InOn October ~~March~~20, ~~2019~~2017, we ~~initiated~~acquired aClinical ~~private~~& ~~offering of~~Herbal ~~convertible~~Innovations, ~~debt~~Inc. ~~notes~~(CHII), ~~with~~a anGeorgia ~~original principal amount of $10~~corporation,~~000,~~ ~~with~~in a ~~total~~share ~~offering~~exchange. ofCHII is upan toInternet-based ~~$3,000,000~~nutritional insupplement ~~original~~company ~~principal amount.~~with ~~The~~a ~~offering~~proprietary ~~is being made to~~product.

Table of Contents

In March 2019, we initiated a private offering of convertible debt notes with an original principal amount of $10,000 each, with a total offering of up to $3,000,000 in original principal amount. The offering was made to accredited investors and up to 35 non-accredited investors in reliance on the exemption from registration afforded by SEC Regulation D, Section 506. IfThe ~~successful,~~Company closed ~~the~~on ~~proceeds~~ a total of ~~the~~$1,680,000 ~~private~~in ~~offering~~convertible ~~will~~notes, beand ~~used~~the offering was closed in ~~part~~May ~~for~~2019. As issued, the ~~cash~~convertible ~~consideration~~notes bear ~~due~~interest at ~~closing~~6% per annum and may be converted at the election of the ~~proposed~~holder ~~acquisition~~into common stock of the ~~assets~~Company at a conversion ~~and~~price ~~operations~~per share equal to 50 % of KBthe ~~Medical~~three ~~Systems,~~lowest ~~LLC,~~closing ~~including~~prices of the ~~CareClix™~~stock ~~telemedicine~~out ~~business~~of ~~and~~the ~~for~~ten ~~working~~trading ~~capital~~days prior to ~~grow~~ the ~~existing~~time ~~business~~of a ~~and~~conversion election. No conversions were permitted during the ~~CareClix™~~first ~~business~~6 tomonths beafter ~~acquired~~issuance. WeThe ~~are~~notes ~~also~~originally ~~investigating~~matured ~~other~~one year ~~possible~~after ~~acquisitions~~issuance, but subsequently were extended in 2020 for one year on the same terms. As of December 31, 2019, a total of $1,230,000 in principal amount of the ~~healthcare~~notes, ~~and~~plus ~~technology~~accrued ~~areas~~interest, had been converted into 12,967,862 common shares.

~~Our~~In April ~~current~~2019, ~~business~~we ~~plan~~completed ~~will~~the ~~require~~acquisition ~~additional~~of certain assets of KB Medical Systems, LLC, an unaffiliated Company, for a total consideration ~~working~~of ~~capital~~$1,900,000, toof ~~expand~~which ~~our~~$1,000,000 ~~business~~was ~~operations~~paid in cash at closing and ~~staff,~~the balance of which wewas ~~anticipate~~paid ~~will~~in ~~require~~October an2019 ~~additional~~in ~~funding~~shares ~~event~~of unregistered bycommon stock of the ~~end~~ Company valued at $900,000, based on the five day trailing average closing market price of the common stock on the date of issuance. In October 2019, ~~fiscal~~the ~~year~~Company issued a total of 2,694,612 common shares at an average price of $0.335 per share, as the final payment of $900,000 for the acquisition of the CareClix® assets.

~~Reports~~The assets toacquired ~~Security~~did ~~Holders~~not include all of the assets of KB Medical as reported on its closing date balance sheet and were acquired free of any and all liabilities of KB Medical Systems, LLC. The primary assets acquired were the CareClix® software, the CareClix® trademark and domain name and the patent pending on the CareClix® software.

WeFollowing the ~~are~~acquisition, ~~subject~~the toacquired assets were contributed by the ~~reporting~~Company ~~requirements~~to a newly formed Virginia subsidiary corporation, CareClix, ofInc., ~~Section~~incorporated ~~12(g)~~for that purpose. CareClix, Inc. commenced new operations at the offices of the ~~Exchange~~Company ~~Act~~in Virginia with new marketing, management and asfinance ~~such~~staff; and one of the two founders and only one other former employee of KB Medical Systems, LLC wewere ~~intend~~employed toby ~~file~~CareClix, ~~all~~Inc. ~~required~~immediately ~~disclosures~~after the closing.

~~You~~We commenced ~~may~~a ~~read~~new convertible note offering in October 2019 and ~~copy~~issued ~~any~~a ~~materials we~~total ~~file~~of ~~with~~$100,000 ~~the~~in ~~SEC~~face amount notes in ~~the~~2019, ~~SEC’s~~and ~~Public~~issued a ~~Reference~~total ~~Section~~of $1,550,000 ~~Room~~in ~~1580~~the offering, ~~100~~which Fclosed ~~Street~~during ~~N.E.,~~the ~~Washington,~~First ~~D.C.~~Quarter ~~20549~~of 2020. ~~You~~The ~~may~~convertible notes bear interest at 6% ~~obtain~~per ~~information~~annum onand may be converted at the ~~operation~~election of the ~~Public~~holder ~~Reference~~into ~~Section~~common bystock ~~calling~~of the ~~SEC~~Company at ~~1-800-SEC-0330.~~a ~~Additionally,~~conversion ~~the~~price ~~SEC~~per share ~~maintains~~equal anto ~~Internet~~the ~~site~~average ~~that~~of ~~contains~~the ~~reports,~~three ~~proxy~~lowest ~~and~~closing ~~information~~prices ~~statements,~~out ~~and~~of ~~other~~the ~~information~~ten ~~regarding~~days ~~issuers~~prior ~~that file~~to ~~electronically~~the ~~with~~time of issue. No conversions are permitted during the ~~SEC~~first 6 months after issuance. The notes also mature one year after issue, ~~which~~but ~~can~~subsequently bein ~~found~~2020 atwere ~~http://www~~extended for one year on the same terms.~~sec.gov.~~

~~Jumpstart~~As a ~~Our~~result ~~Business~~of ~~Startups~~the ~~Act~~acquisition of the CareClix® software assets, the Company became primarily engaged in the telemedicine market. CHII continued operations throughout 2019 but engaged in minimal business in 2020 and was sold effective October 1, 2020.

~~We qualify as an “emerging growth~~Reports ~~company”~~to asSecurity defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2018, our last fiscal year.Holders

We ~~may lose our status as an emerging~~ ~~growth~~are ~~company~~subject onto the ~~last~~reporting ~~day~~requirements of ~~our~~Section ~~fiscal year during which~~ 12(ig) ~~our~~of ~~annual~~the ~~gross~~Exchange ~~revenue exceeds $1~~Act,~~000,000,000~~ orand ~~(ii)~~as ~~we issue more than $1~~such,~~000,000,000~~ ~~in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time~~ we ~~are~~intend ~~deemed~~ to befile aall ~~large~~required ~~accelerated filer~~disclosures. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

AsYou may anread ~~emerging~~and ~~growth~~copy ~~company,~~any materials we ~~may~~file with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., ~~take~~Washington, ~~advantage~~D.C. 20549. You may obtain information on the operation of ~~specified~~the ~~reduced~~Public ~~reporting~~Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other ~~burdens~~information regarding issuers that ~~are~~file ~~otherwise~~electronically ~~applicable~~with tothe ~~generally~~SEC, ~~reporting~~which ~~companies. These~~can ~~provisions~~be ~~include~~found at http://www.sec.gov.

~~- A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:~~2

-Table ~~Reduced~~of ~~disclosure about the emerging growth company’s executive compensation arrangements; and~~Contents

-Jumpstart Our NoBusiness ~~non-binding~~Startups ~~advisory votes on executive compensation or golden parachute arrangements.~~Act

AsWe qualify as an “emerging growth company,” weas ~~are exempt~~defined ~~from~~in Section ~~404(b)~~101 of the ~~Sarbanes-Oxley~~Jumpstart ~~Act~~our ofBusiness ~~2002~~Startups ~~and~~Act ~~Section 14A~~(a“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and ~~(b)~~did ofnot ~~the~~have ~~Securities~~such ~~Exchange~~amount ~~Act~~as of ~~1934.~~December 31, ~~Such~~2019, ~~sections~~our ~~are~~last ~~provided~~fiscal ~~below:~~year.

~~Section~~We may ~~404~~lose our status as an emerging growth company on the last day of our fiscal year during which (bi) ofour ~~the~~annual ~~Sarbanes-Oxley~~gross revenue ~~Act~~exceeds of$1,000,000,000 ~~2002~~or ~~requires~~(ii) we issue more than $1,000,000,000 in non-convertible debt in a ~~public~~three-year period. We will lose our status as an emerging growth company’s ~~auditor~~if toat ~~attest~~any time we are deemed to, ~~and~~be ~~report~~a large accelerated filer. We will lose our status as an emerging growth company on, ~~management’s~~the ~~assessment~~last day of ~~its~~our ~~internal~~fiscal year following the fifth anniversary of the date of the first sale ~~controls~~of common equity securities pursuant to an effective registration statement.

~~Sections 14A(a) and (b) of the Securities~~As ~~and~~an ~~Exchange~~emerging ~~Act~~growth company, ~~implemented~~we bymay ~~Section~~take ~~951~~advantage of ~~the~~specified ~~Dodd-Frank~~reduced ~~Act,~~reporting ~~require~~and ~~companies~~other toburdens ~~hold~~that ~~shareholder~~are ~~advisory~~otherwise ~~votes~~applicable to ongenerally ~~executive compensation~~reporting ~~and~~companies. ~~golden~~These ~~parachute~~provisions ~~compensation.~~include:

~~We have already taken advantage of these reduced reporting burdens in this Form 10~~-K, ~~which~~A ~~are~~requirement ~~also available~~ to ushave asonly atwo ~~smaller~~years ~~reporting~~of ~~company~~audited asfinancial ~~defined~~statement ~~under~~and ~~Rule 12b-2~~only oftwo ~~the~~years ~~Securities Exchange Act~~ of ~~1934,~~related asManagement ~~amended~~Discussion ~~(the~~and ~~“Exchange~~Analysis ~~Act”).~~Disclosures:

3- Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

~~Table~~- ofNo ~~Contents~~non-binding advisory votes on executive compensation or golden parachute arrangements.

As ~~long as we qualify as~~ an emerging growth company, we ~~will~~are ~~not~~exempt befrom ~~required to comply with the requirements of~~ Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:

~~In addition,~~ Section ~~107 of the JOBS~~ ~~Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7~~404(ab)~~(2)(B)~~ of the ~~Securities~~Sarbanes-Oxley Act of ~~1933,~~2002 asrequires ~~amended~~a ~~(the~~public ~~“Securities~~company’s ~~Act”)~~auditor ~~for~~to ~~complying~~attest ~~with new or revised accounting standards. We are choosing~~ to, ~~irrevocably~~and ~~opt~~report ~~out~~on, ~~of the extended transition period for complying with new or revised accounting standards~~management’s ~~under~~assessment ~~Section 102(b)(2)~~ of ~~the~~its ~~JOBS~~internal ~~Act~~controls.

~~HISTORY~~Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

~~Solei~~We have ~~Systems,~~already ~~Inc.~~taken ~~(“Solei~~advantage ~~Systems,” “We,~~of orthese ~~the~~reduced ~~“Company”)~~reporting ~~was~~burdens ~~organized~~in ~~October~~this 26Form 10-K, ~~2004~~which ~~under~~are ~~the~~also ~~laws~~available ofto ~~the~~us ~~State~~as ofa ~~Florida~~smaller reporting company as ~~Eli~~defined ~~Enterprises, Inc.~~under ~~Our~~Rule ~~name~~12b-2 ~~was~~of ~~changed~~the inSecurities ~~2008~~Exchange toAct ~~Solei~~of ~~Systems~~1934, ~~Inc~~as amended (the “Exchange Act”).

OnAs long ~~February~~as 3,we ~~2014,~~qualify ~~while~~as ~~under~~an ~~the~~emerging ~~care~~growth ~~and control of prior management~~company, ~~and~~we ~~over~~will 3not ~~years~~be ~~prior~~required to ~~current~~comply ~~management~~with ~~taking over SOLI was relegated to “grey market" status. On that date,~~ the ~~Securities~~requirements ~~and~~of ~~Exchange~~Section ~~Commission~~ 404(~~release No. 71465~~b) ~~temporarily suspended trading~~ of ~~250 OTC companies~~ ~~due to questions about "~~the ~~accuracy~~Sarbanes-Oxley ~~and~~Act ~~adequacy~~ of ~~publicly~~2002 ~~disseminated~~and ~~information~~Section ~~concerning~~14A(a) ~~the~~and ~~companies’ operating status." Solei Systems, Inc.~~ (~~SOLI~~b) ~~was~~of ~~temporarily~~the ~~suspended~~Securities ~~under~~Exchange ~~that~~Act ~~action~~of 1934.

~~The~~In addition, ~~company~~Section ~~(SOLI)~~107 ~~has~~of ~~been~~the ~~trading~~JOBS onAct ~~the grey~~also ~~market~~provides ~~since~~that ~~February~~an ~~2014.~~emerging Ingrowth ~~June~~company ~~2017~~can ~~the~~take ~~control~~advantage ~~block~~ of ~~SOLI~~the ~~was~~extended ~~purchased~~transition period byprovided ~~Charles~~in ~~Scott~~Section ~~from~~7(a)(2)(B) ~~Paul~~of ~~Spivak~~the inSecurities aAct ~~private sale~~of 1933, atas ~~which~~amended ~~time~~ (the ~~old~~“Securities ~~company~~Act”) ~~management~~for ~~was~~complying with ~~removed,~~new ~~and~~or ~~new~~revised ~~management~~accounting ~~put~~standards. We are choosing to irrevocably opt-in ~~place.~~to Nothe ~~members~~extended oftransition ~~prior~~period ~~management~~for ~~are~~complying ~~currently~~with new or ~~will~~revised beaccounting ~~involved~~standards inunder ~~management~~Section 102(b)(2) of the ~~Company~~JOBS Act.

On October 20, 2017, we acquired Clinical & Herbal Innovations, Inc. (CHII), a Georgia corporation, in a share exchange. We issued 8,751,000 shares to the shareholders of Clinical & Herbal Innovations, Inc. for the share exchange. The transaction is a capital transaction where the Company was treated as a non-business entity, therefore, the accounting for the merger was identical to that resulting from a reverse merger except no goodwill or other intangible assets are recorded. For accounting purposes, CHII is treated was the accounting acquirer and was presented as the continuing entity. The historical financial statements are those of CHII.HISTORY

~~Our principal executive offices are located~~CareClix atHoldings, ~~206~~Inc. ~~North~~was ~~Washington~~organized ~~St.~~October 26, ~~Suite~~2004 ~~100,~~under ~~Alexandria,~~the VAlaws ~~22314~~of ~~and~~the ~~our~~State ~~office~~of ~~telephone~~Florida ~~number~~as isEli ~~(844)~~Enterprises, ~~726-6965~~Inc. WeOur ~~maintain~~name awas ~~website~~changed ~~for~~in ~~sales~~2008 ofto ~~our~~Solei ~~product~~Systems, ~~at www~~Inc.~~panoxol.com,~~ ~~and~~Effective ~~such~~April ~~website~~9, is2020, ~~not~~the ~~incorporated~~corporate ~~into~~name orwas achanged ~~part~~to ofCareClix ~~this~~Holdings, ~~filing~~Inc. WeOur ~~have~~common ~~included~~shares ~~our~~currently ~~website~~trade ~~address~~under inthe ~~this~~symbol ~~filing solely as an inactive textual reference~~SOLI.

~~CORPORATE~~In June ~~STRUCTURE~~2017, the control block of SOLI was purchased by Charles Scott in a private sale, at which time the old company management was removed, and new management put in place. No members of prior management are currently or will be involved in management of the Company. In July 2019, an application was filed on Form 15c-211 by a market maker seeking to allow trading activity for our common stock on the OTC Markets and the application was accepted by FINRA on December 12, 2019.

~~Our corporate structure is as follows:~~3

~~Solei~~Table ~~Systems,~~of ~~Inc., A Florida Corporation~~Contents

On October 20, 2017, we acquired Clinical & Herbal Innovations, Inc. (CHII), a Georgia corporation, in a share exchange. We issued ~~and~~8,751,000 shares to the shareholders of Clinical & Herbal Innovations, Inc. for the share exchange. The transaction was a capital transaction in which the Company was treated as a non-business entity; therefore, the accounting for the merger was identical to that resulting from a reverse merger except no goodwill or other intangible assets were recorded. For accounting purposes, CHII was treated as the accounting acquirer and was presented as the continuing entity. The historical financial statements are those of CHII.

AIn ~~Georgia~~April ~~Corporation~~2019, the Company acquired the proprietary CareClix® operating software, and pending patent for that software, the domain name and trademark for the software and certain tangible assets of KB Medical Systems, LLC, an unrelated company which was the developer of the CareClix® operating systems for telemedicine providers. Under the terms of the acquisition agreement, the Company formed a new, wholly owned subsidiary CareClix, Inc., to acquire the CareClix following the acquisition. One of the two founders of KB Medical, Dr. John Korangy, and one other employee of KB Medical also joined CareClix, Inc. Although undertaken as an asset acquisition, in the accompanying financial statements, the acquisition has been treated as a business combination under ASC 805. (See, Footnote 1: Business Combination, to the accompanying Financial Statements)

~~100%~~Following ~~Wholly-Owned~~the ~~Subsidiary~~closing of the acquisition of the CareClix® software and related assets, Dr. John Korangy was appointed as a member of the Board of Directors of the Company and as CEO of the CareClix, Inc. subsidiary.

4In April 2020, the SEC issued SEC Release 88620, suspending trading activity for two weeks in a number of telehealth related company shares, including our common shares, due to concerns over disclosures regarding COVID-19 activities. The temporary trading suspension ended after two weeks and we have received a letter form the SEC confirming that the Company is not under any SEC investigation; however, as a result of the temporary suspension, our common shares were relegated to “grey market” status.

~~Table~~Our principal executive offices are located at 1709 North Harbor City Boulevard, Suite 520, Melbourne, FL 32935 and our office telephone number is (703) 832-4473. We maintain websites for the holding company at www.soleihealth.com and www.careclix.com, and such websites are not incorporated into or a part of ~~Contents~~this filing. We have included our website addresses in this filing solely as an inactive textual reference.

CURRENT BUSINESS

The Company is a ~~public reporting~~ holding company~~, with~~ ~~one~~which ~~current~~had a wholly- owned subsidiary, Clinical &and Herbal Innovations, Inc. (CHII), for the full year ended December 31, 2019 and a ~~Georgia~~second ~~corporation~~wholly ~~(CHII)~~owned subsidiary, CareClix, Inc. commencing April 12, 2019. CHII is aan ~~supplement~~Internet-based ~~development~~nutritional supplement company with a proprietary product. ~~that~~CareClix, Inc. is ~~distributed~~a ~~primarily~~Virginia ~~through~~corporation ~~the~~formed ~~internet.~~by ~~Our~~the ~~majority~~Company ~~shareholder,~~in ~~our~~April ~~CEO~~2019 to receive proprietary and ~~Chairman~~patent ~~Charles~~pending O.telemedicine ~~Scott,~~operating ~~licenses~~software ~~the~~acquired ~~product~~by tothe ~~CHII~~Company.

On February 20, 2019 the company entered into an agreement to acquire all of the assets of KB Medical Systems, LLC, the owner of the proprietary CareClix® operating systems for telemedicine providers. Under the terms of the acquisition agreement, the Company will form a new, wholly-owned subsidiary to acquire the CareClix® assets and will operate the business following the acquisition. CareClix is a full-spectrum, white-labeled telemedicine platform and services company built by doctors, for doctors to deliver simple and easy to use telemedicine solutions to patients around the world.4

~~Settlement~~Table isof ~~expected on or before April 15, 2019~~Contents

~~Upon~~The Company ~~settlement~~has determined to focus all of its efforts on its wholly-owned subsidiary CareClix, Inc and telemedicine solutions within that provider space. As a result, we ~~intend~~planned to ~~expand~~sell CHII during the ~~Company’s~~fiscal ~~operations~~year 2020. This will allow company leadership to focus ~~including~~on the rapidly growing telehealth industry. Mr. Josh Flood, ~~but~~our ~~not~~former ~~limited~~President and CFO tendered his resignation as an officer and director of the Company to: continue with CHII, effective upon the closing of the sale of CHII, which was effective October 1, 2020.

~~Seating a functionally independent corporate board of~~We ~~directors~~have ~~with~~been ~~compensation,~~in ~~audit,~~operation ~~and~~since ~~M&A committees~~2011.

~~Increase implementation of staff positions at CareClix~~Telemedicine

~~Expand~~In April IT2019, ~~capabilities~~the Company purchased certain software and related assets from KB Medical Systems, LLC primarily its industry proven, full-spectrum, robust CareClix® software. The Company estimated the timeframe to develop similar software would hamper its ability to participate in the projected growth of telemedicine. The Company also estimated the cost of development would be much greater than the $1,900,000 price paid in the asset acquisition. We formed a new corporation, “CareClix, Inc” to undertake our entry into the telehealth market. The Company has employed the co-founder of KB Medical Systems, LLC, Dr. John Korangy, who assumed the role of CEO of the newly formed subsidiary. The Company plans to expand its areas of focus including, ~~hiring~~but ~~key~~not ITlimited to ~~personnel~~Hospital Systems, Third Party Administrators, Multinational Employer Groups, International Services, US Government, direct-to-consumer, and home healthcare. The Company has registered with the US Government and began responding to government requests for proposals. We expect to expand sales in this sector as we increase our working capital. We launched a direct-to-consumer offering in late 2020 under the name MyCareClix.com. The Company completed its Service Organization Control Type 2 non-financial reporting audit. Our current business plan will require additional working capital to expand our business operations and staff. We also plan on continuing our merger and acquisition efforts.

~~Expand~~The Bipartisan ~~billing~~Budget ~~capabilities~~Act of 2018, signed into law by the President on February 16, 2018, introduced “the most significant changes ever made to Medicare law to use telehealth,” according to Senator Brian Schatz: "Key elements of the bill include: (1) expanding stroke telemedicine coverage; (2) improving access to telehealth-enabled home dialysis oversight; (3) enabling patients to be provided with free at-home telehealth dialysis technology without the provider violating the Civil Monetary Penalties Law; (4) allowing Medicare ~~billing~~Advantage (MA) plans to include delivery of telehealth services in a plan’s basic benefits; and (5) giving Accountable Care Organizations (ACOs) the ability to expand the use of telehealth services." We anticipate this change in the reimbursement policy will have a dramatic effect on the telemedicine industry. The Company is aggressively pursuing readiness for this incredible opportunity and the acquisition of the CareClix® software was an initial step in that process.

~~Expand~~In April ~~sales~~2019, ~~personnel~~U.S. Centers for Medicare Medicaid Services (CMS) announced the 2020 Rate Announcement and Final Call Letter that gives Medicare Advantage plans flexibility to offer chronically ill patients a broader range of supplemental telehealth benefits. These changes represent an incredible new opportunity for the Company to increase its business as the industry is projected to grow. A recent report is projecting that the global telemedicine market will expand from its current $38.3 billion valuation to $130.5 billion by 2025.

~~Partially~~COVID-19 has ~~fund~~had ~~hypertension~~a ~~related~~major ~~clinical~~impact ~~trials~~on our business and the industry. We prepared for the expansion of telehealth beginning January 1, 2020 due to the expanded CMS coverage, but the combination of ~~dietary~~that ~~supplement~~expansion ~~formula~~and COVID-19 has resulted in an industry wide shift to telehealth. COVID-19 has dramatically increased the demand for telehealth services across the globe. We have had increased demand for our services from our existing clients and their patients as well as many new clients who have approached us to help deal with their medical needs going forward. As COVID reshapes the healthcare industry focus on telehealth, CareClix has been able to enjoy some of the benefits domestically and internationally with our distribution channels and our client base; however, the increased workload has put a substantial burden on our small staff. The Company has responded by increasing staff in operations, development, security, and sales.

~~Rebrand our dietary supplement formula~~5

~~Increase~~Table ~~online sales activity~~ of ~~dietary formula~~Contents

~~Fund~~Plan of ~~day to day operations~~Operations

~~Market~~Our plan ~~Size~~of –operations ~~Dietary~~is ~~Supplements~~as follows:

~~The~~We expect ~~dietary~~to ~~supplements~~continue ~~market~~to isexpand ~~projected~~our totelehealth ~~generate~~network ~~around~~in ~~220~~the United States as well as internationally and have already implemented ~~billion~~service Uin many countries.S. ~~dollars~~These ~~worldwide~~efforts bywill ~~2020~~continue and expand.

~~We intend to acquire PYF Telehealth to secure~~Company ~~its~~leadership exclusive rights to market the CareClix system to the corrections industry, as well as its contacts and its revenue. PYF Telehealth is led by Charles Scott, our Chairman and majority shareholder, Josh Flood, our President and a director and Augusteen Cowan. PYF Telehealth has ~~served~~developed as a ~~marketing arm of CareClix since 2015 with exclusive rights~~ direct-to-consumer ~~the~~product ~~corrections industry~~ in ~~the~~response ~~United States,~~to ~~Africa – as introduced through African Union,~~ the ~~nation~~increased ofdemand ~~Haiti,~~for ~~and Historical Black Colleges~~telemedicine. ~~PYF~~The ~~Telehealth has~~new ~~been~~product ~~very successful in the corrections industry partnering with CareClix and expects exponential growth as a result of its~~is ~~current contracts with brokers~~called, ~~TPAs,~~“MyCareClix” and ~~large~~was ~~clients~~launched in ~~the~~late ~~corrections space~~2020. ~~PYF~~MyCareClix ~~Telehealth~~ is ~~also~~ a ~~long-term~~product ~~member~~for ~~of the~~individuals ~~Self~~who ~~Insurance~~are ~~Institute~~seeking ~~of America and brings its powerful presence to CareClix. It also markets CareClix to fully insured~~telemedicine ~~clients,~~for ~~large~~themselves ~~businesses,~~or ~~and~~their ~~insurance companies~~family. ~~Once~~The ~~acquired,~~product ~~PYF Telehealth~~ will beoffer ~~incorporated~~primary ~~into~~care ~~the~~as ~~business~~well ofas ~~CareClix. Augusteen~~specialty ~~Cowan will join CareClix~~ and ~~continue~~behavior inhealth acare ~~sales~~directly ~~capacity~~to consumers.

WeThe Company ~~also~~has ~~plan~~launched toa ~~acquire~~Chronic ~~additional~~Care ~~companies in~~Remote ~~the~~Patient ~~telemedicine,~~Monitoring ~~healthcare,~~program ~~and/or~~targeting ~~wellness~~providers ~~space.~~and Weprovider ~~are~~groups ~~also having preliminary discussions~~ with a ~~global~~turn-key solution ~~telemedicine~~for ~~technology company~~their Medicare patients.

~~Our~~In the ~~wholly-owned~~First ~~subsidiary,~~Quarter ~~Clinical~~of ~~& Herbal Innovations~~2020, ~~Inc~~we ~~has~~ created aan ~~patent-protected~~outbound ~~over-the-counter~~independent ~~nutraceutical~~reseller ~~product.~~team ~~The~~with ~~product, currently branded “Panoxol”, contains~~ a ~~patented~~performance-based ~~combination~~compensation Lplan. ~~Arginine~~We ~~and L Citrulline, which are both naturally occurring amino acids and direct precursors~~have tobuilt ~~the~~a ~~synthesis~~team of ~~nitric~~over ~~oxide~~200 insales ~~the~~professionals ~~body.~~as ~~Arginine~~independent resellers and ~~citrulline~~account ~~also~~executives. ~~act~~We ashave a ~~significant~~lot ~~mechanism~~of ~~for~~confidence ~~endothelial cell~~and ~~repair,~~high aexpectations ~~benefit~~that ~~not~~our ~~commonly~~sales ~~found~~force inwill ~~any~~deliver ~~prescribed~~significant ~~medication.~~results ~~The~~over ~~formula~~the ~~also~~next ~~includes~~year ~~4 other all-natural ingredients that promote health, such~~ as ~~cayenne,~~we ~~red~~seek ~~yeast~~to ~~rice,~~help ~~ginkgo~~fill ~~biloba,~~the ~~and~~enormous demand ~~horse~~for ~~chestnut.~~telehealth ~~Together~~services ~~they~~across ~~are patented for~~ the ~~support of~~globe. ~~vascular~~Our ~~health~~pipeline ascontinues ~~a food supplement~~ to ~~help avoid major cardiovascular maladies~~grow.

5We have also expanded operations internationally and currently have operations in Mexico, Thailand, Malaysia, Spain and Italy, and many other countries.

~~Table of Contents~~ Milestones:

~~Around 70% of U.S. adults take nutritional~~First ~~supplements~~Quarter on a daily basis, and research from the Nutrition Business Journal shows the market for supplements nationwide is over $36 billion and growing. Panoxol to date has been sold through online ecommerce channels. This is the fastest-growing segment of the market. Internet-based vitamin and supplement sales were estimated at $7 billion in 2015, according to market research firm IBISWorld, and revenue has grown over 12% annually for the past five years. Moving forward, we intend to expand marketing to include several other channels and directly marketing to additional consumer groups. We have exclusive rights to the patent which is owned by our majority shareholder, CEO and Chairman, Charles O. Scott. The patent extends to the U.S., Canada, and the Philippines.2020

~~Objectives~~Recruit, Train and Mobilize independent sales force
•Continued expansion ~~Continue~~into tomulti-national ~~develop~~employer ~~and manufacture our product for the general public while reaching niche market segments, expanding production on a large scale~~groups
•Expanding our ~~Rebrand~~commercial ~~vascular~~billing ~~supplement “Panoxol”~~capabilities
•Increased the ~~Expand~~staffing ~~online,~~at ~~direct~~CareClix including Development, ~~wholesale~~Operations, Implementation and ~~government sales~~Sales.
•Added native ~~Expand~~language ~~radio,~~support ~~print,~~within our platform for Arabic and ~~call~~Malaysian, ~~center~~in ~~sales~~addition ~~channels~~to Spanish and English
•Update CareClix.com ~~Continue R&D and begin clinical trials to prove the supplement’s proprietary and synergistic benefits~~website

•Second Quarter ~~Create multiple new, profitable products under the company’s brand~~2020

~~Products~~Direct to Consumer website “MyCareClix” development and ~~Services~~prelaunch
~~Our~~Release Chronic ~~product~~Care ~~promotes~~Remote ~~the~~Patient ~~synthesis~~Monitoring ofplatform ~~nitric oxide~~integrated inwithin the ~~body~~CareClix ~~for~~Telemedicine the management and support of vascular health. Our product may help support issues stemming from a lack of endothelial health such as: memory loss, heart disease, stroke, leg edema, erectile dysfunction, and many more. We intend to position our product as adjunct to prescription medications for hypertensive people.Platform
~~Our product stimulates the body to produce~~Expansion ~~endothelial~~into ~~derived~~Mexico, ~~nitric~~UAE ~~oxide~~Lebanon, ~~(eNOS)~~Egypt, ~~and~~Jordan, ~~the~~Singapore, ~~nitric~~Malaysia ~~oxide~~Thailand, ~~then~~Netherlands, ~~acts to signal the smooth muscle wall within the vascular system via the endothelium. This can signal the vessels to widen~~Belgium, ~~relax~~Luxembourg, ~~repair~~Spain, orCanada ~~constrict.~~and ~~The discovery that nitric oxide (NO) can widen blood vessels led to the winning of the 1998 Nobel Prize for three American doctors~~Italy.
~~CHII developed an all-natural dietary ingredients~~Increased ~~pathway~~staff ~~to the synthesis of nitric oxide~~ in ~~the~~Operations, ~~body.~~Development ~~Both~~Operations, ~~the~~Security ~~scope of Panoxol impact~~ and ~~the growing aging population puts the product at the forefront of the wellness revolution. Panoxol attributes include:~~Sales

•Third and ~~Direct~~Fourth ~~precursor~~Quarters, ~~to nitric oxide in the body~~2020

•Direct to ~~All-natural~~Consumer ~~dietary~~website ~~ingredients~~“MyCareClix” launch

•Increase partnerships ~~Vegetarian~~and distribution channels for sales within our verticals
•Integrations with Nothird ~~prescription~~party ~~necessary~~applications and electronic health record systems improving our integration with other systems
•Adding Dutch Nonative ~~known~~language ~~contraindications~~within the application
•Continue international Noexpansion ~~side~~into: ~~effects~~United Kingdom, France, Qatar, Kuwait, India, Hong Kong, Panama, Costa Rica, Guatemala, and Honduras
~~Panoxol is currently sold at the MSRP of $59.95~~Launch ~~for~~Chronic 90Care ~~pills.~~Remote ~~However,~~Patient aMonitoring ~~120-count product, which is the recommended 30-day supply, is ready for sale at the MSRP of $79.95.~~Product
~~We are currently selling online and are expanding~~Expand ~~our~~staffing ~~sales~~for ~~and~~compliance, ~~marketing~~customer toservice, ~~include~~financial ~~several additional distribution channels~~services, ~~including~~and ~~but~~remote ~~not~~patient ~~limited to:~~monitoring
•Continue to ~~Call~~expand ~~center~~our ~~outbound~~medical /service ~~inbound~~providers
•Pursue NCQA ~~Seminars, Health Expos, and Doctor led webinars~~Credentialing

~~• Medical clinics/doctors~~6

•Table ~~Federal~~of ~~government / military~~Contents

~~• Radio, TV, Print~~2021 Goals

•We will ~~Wholesale~~continue to pursue opportunities for M&A focusing on the provider space in telehealth.

6As funds become available for expansion of our current activities, through revenues or capital infusions, we expect to increase the budget for expansion and development activities.

~~Table~~We typically update our budget on a quarterly basis to adjust for the current market conditions. Any or all of ~~Contents~~the budget categories may change. None of the line items are to be considered fixed or unchangeable. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) increasing key staff, expanded direct to public offering, international expansion, remote patient monitoring expansion across US, increased marketing and continued technical integration. We may change any or all of the budget categories in the execution of our business model. None of the line items are to be considered fixed or unchangeable. We may need additional capital to support optimal growth.

~~The product needs clinical trials to demonstrate~~Market ~~the~~Size ~~synergistic~~– effect of our patented blend of ingredients. Research and development is also needed to create other products utilizing the patented formulation. These products may also add other all-natural food supplements like astaxanthin, Vitamin D3, Garlic, and Tea Extract, etc. These products will be sold through the above various channels, allowing us to leverage our product into a known wellness brand.Telehealth

~~We currently outsource the manufacturing of Panoxol to contract manufacturers in the United States while retaining full rights of manufacturing.~~Competition

~~Market~~Our primary ~~Segmentation~~competitors are Teladoc Health, AmWell, MDLIVE, Doxy.me, Zoom and Doctor on Demand. Most of our competitors are providing broad-based primary care medicine. We provide a complete virtual care platform that includes primary care along with specialty specific integration. Many doctors are specialists who need specific telemedicine tools to treat their patients virtually. We create virtual clinics that are specialty specific to the doctors. This empowers them to become like a virtual hospital. It promotes cross referrals and allows them to each have tools specific to their specialty while all using the same platform.

~~Our~~Many of ~~customers~~our ~~include~~competitors ~~nutrition~~built ~~and~~their ~~dietary supplement~~company ~~consumers.~~upon ~~Primary~~their ~~initial~~integration ~~customers~~with ~~may~~one ~~include~~medical ~~people~~record ~~with~~company. ~~some~~We ~~form~~have ofbeen ~~cardiovascular~~expanding ~~disease,~~our ~~diabetes or other~~integrations ~~ailments,~~with aslarge ~~well~~and assmall ~~general~~medical ~~health~~record ~~and nutrition consumers~~providers.

~~On a broader level, cardiovascular disease is a major cause of death in the U~~Markets.S. and globally, and it is associated with obesity, high cholesterol, smoking, excessive alcohol, and poor health habits. According to the World Health Organization (WHO), cardiovascular disease is responsible for approximately 15 million deaths each year across the globe.1 In the U.S. as noted above, chronic diseases including heart disease and diabetes cause two-thirds of deaths.

InThe Company ~~addition,~~is ~~nationwide,~~the anleading ~~estimated~~telemedicine ~~68%~~provider ~~of U.S.~~in ~~adults~~the ~~take~~corrections ~~nutritional~~market ~~supplements~~within onthe aUS. ~~daily~~The ~~basis,~~Company ~~with~~is ~~76%~~currently ofworking ~~adults~~with its over 18200 ~~reporting~~independent ~~regular~~account ~~use~~executives ~~of supplements. According~~ to aexpand ~~survey~~its ~~from~~footprint ~~the Council for Responsible Nutrition (CRN), “The results have proven year after year that two-thirds of people~~ in the ~~U.S.~~following ~~use~~markets: ~~nutritional supplements as a part of their~~ health ~~regimen.~~plans, ~~These~~employer ~~are~~groups, ~~encouraging findings which indicate~~third-party ~~that~~administrators, ~~Americans~~multi-specialty ~~are~~provider ~~becoming~~groups, ~~increasingly~~ACOs, ~~more~~governments, ~~health~~post-~~conscious~~acute ~~and~~care ~~proactive~~facilities, ~~about~~pharmaceutical, ~~managing~~and ~~their health~~hospitals.”2

~~Marketing Strategy/Implementation~~Governmental Regulations.

We ~~intend to target a broad base of customers~~ inare ~~numerous~~subject ~~market segments in an effort~~ to ~~reach~~regulation ~~all~~by ~~potential users of~~ the IPUS Securities and ~~resulting~~Exchange ~~product lines. Using in-house team of manufacturer representatives~~Commission, weas ~~intend~~a topublic ~~work~~reporting ~~continually~~company. toWe ~~expand~~are ~~our~~also ~~customer~~subject ~~base~~ to ~~the general public as well as military~~ ~~customers.~~state ~~We,~~securities atregulation in the ~~outset,~~event ~~have~~of ~~developed~~offerings ~~our~~or ~~website~~other asactivities ain ~~customer-focused portal to ensure~~ a ~~strong~~particular ~~online presence~~state. OnWe ~~the site,~~are ~~there~~also iscompliant ~~detailed~~with ~~information~~Federal Medicare onand ~~the~~Medicaid ~~formulation,~~rules ~~the products~~ and ~~general company information~~regulations.

~~Our product is also being marketed in-house~~Compliance ~~through~~with ~~formal~~Environmental ~~sales~~Laws ~~channels.~~and ~~As the manufacturer, we have many channels to sell our product including:~~Regulations.

~~• Call Center Telemarketing: Supporting our other sales channels will be the central operations of our call center.~~ We intend ~~plan~~ to ~~hire~~address ~~manufacturer~~this ~~representatives~~on ~~who~~an ~~will~~as ~~approach~~needed ~~customers~~basis, ~~business,~~as and ~~health~~when ~~systems~~any ~~with~~environmental ~~our~~issues ~~product~~arise. ~~Working~~Since ~~with~~we ~~inbound~~do ~~and~~not ~~outbound~~now ~~calling~~manufacture any product, wethe ~~will~~impact ~~support~~of ~~online~~any ~~sales,~~environmental ~~seminar~~laws ~~sales, medical clinics,~~ and ~~health~~regulations ~~expos~~is minimal.

~~• Seminar / Expo & Healthfair / Webinar Sales: We plan~~ Title to ~~host seminars, webinars as well as to attend health expos to help educate our potential customers on endothelial health and the role of nitric oxide~~Properties. ~~These will take place as stand-alone events, within popular health fairs, and online via webinar.~~

~~• Direct to Medical Clinics / Doctor Channel: Working directly through partners and directly through our manufacturers’ reps, we will approach medical offices~~Not applicable. ~~We plan to partner with Med Aid Technologies, LLC to utilize their 300-nurse network to promote dietary supplement sales within Medical Clinic~~

•OFF BALANCE ~~Federal~~SHEET Gov. / Military Program: Through partnerships like the one we have with DVMSE, we will bring our product to the federal government. We successfully completed our SAM registration and filed for the FSS (Federal Supply Schedule).ARRANGEMENTS

1We do ~~Transparency~~not ~~Market~~have ~~Research.~~any ~~“Cardiovascular Disease~~off-balance ~~Drug~~sheet ~~Market~~arrangements.~~” http://www.transparencymarketresearch.com/cardiovascular-disease-drug-market.html~~

~~2 CRN. “68% of U.S. adults take nutritional supplements.” https://www.multivitaminguide.org/blog/us-adults-taking-nutritional-supplements/~~7

7Table of Contents

~~Table~~ NUMBER OF ofPERSONS ~~Contents~~EMPLOYED

•As of ~~Licensing~~the ~~Channel~~filing ~~(White~~date ~~Label):~~of this report, we have 20 full-time employees and 4 contract employees on a full or part--time basis. We ~~will~~also have ~~pursue~~an ~~targeted~~independent ~~opportunities~~sales team of more than 200 and have contracted with a medical health care provider, CareClix Network, PC., to ~~white~~provide ~~label~~medical ~~the~~personnel ~~patented~~for ~~blend~~our telehealth operations.

•DESCRIPTION OF Retail Channel: We have a distributor who is ready to bring the product into the North American and Canadian market. We have been approached by other distributors seeking a more aggressive retail campaign as well; however, this channel requires the most capital expenditure to deal with manufacturing supply chain and marketing costs. Sales through retail will depend on funding.PROPERTIES/ASSETS

•The Company ~~Traditional~~owns ~~Marketing:~~no Wereal ~~will~~estate. ~~place~~For anthe ~~emphasis~~year onended ~~traditional~~December ~~marketing~~31, ~~using~~2019, ~~print~~we ~~ads~~subleased office space in ~~industry~~Alexandria, ~~trade~~Virginia ~~magazines~~from ~~and~~an ~~health-~~affiliated company owned by our Chairman, CEO and ~~nutrition~~majority shareholder on a one-~~oriented~~year ~~publications~~sublease commencing January 1, ~~especially~~2019 ~~research-oriented~~at ~~publications~~$8,500 per month and ~~those~~expiring ~~read~~December by31, 2019. For the ~~medical/health~~year ~~community~~ended December 31, 2020, we occupied the same space on a two-year sublease commencing January1, 2020 on the same terms.

~~• Publicity: Public relations will serve a critical role in the marketing plan. Editorial coverage is a great means of getting the brand established~~ Oil and ~~credible.~~Gas ItProperties is critical that the brand is carefully positioned as an adjunct to prescription medicine. The company will be portrayed as an educational company led by experts with years of experience and an industry-~~first~~ ~~proprietary formulation. Press releases will be sent to scientific journals, pharma, nutrition, and personal care product trade magazines, and websites covering these topics.~~None

•Patents – ~~Networking:~~As Wepart ~~plan~~of tothe ~~attend~~acquisition ~~functions~~of ~~and~~the ~~utilize~~CareClix® ~~other~~software, ~~networking~~we ~~methods~~also toacquired ~~have~~the ~~access~~rights to ~~decision-makers~~a atpending ~~retail~~patent ~~chains,~~application filed ~~wholesale~~for ~~distributors,~~the ~~and~~software atby ~~medical~~the ~~groups~~two ~~and~~founders ~~hospitals,~~of ~~etc.~~KB ~~In-person~~Medical ~~seminars~~Systems, ~~lectures,~~LLC. ~~and~~The ~~other~~USPTO ~~direct~~has ~~marketing~~denied ~~will~~the ~~further~~patent ~~establish~~application ~~Panoxol~~and inthe ~~various~~matter is ~~markets~~currently on appeal.

~~Web~~Trademarks – ~~Summary~~CareClix® is a registered US trademark.

~~We currently own the domain www.soleihealth.com~~REPORTS ~~and~~TO ~~plan~~SECURITIES ~~to develop a web site for the public company side of the business, with investor relations, SEC filing references and links to our operating business web sites.~~HOLDERS

~~The~~We provide ~~Panoxol~~an ~~website~~annual isreport ~~live~~that ~~(www~~includes audited financial information to our shareholders.~~panoxol.com)~~ We will make our financial information and isannual ~~still~~Form ~~being~~10-K ~~developed~~equally ~~with~~available ~~design,~~to ~~graphics,~~any ~~press~~interested ~~releases,~~parties ~~social~~or ~~media~~investors ~~and~~through compliance with the disclosure rules for a ~~e-commerce~~small ~~capabilities.~~business ~~With~~issuer under the ~~rebranding~~ Securities Exchange Act of ~~the~~1934. ~~product~~We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will ~~migrate~~file ~~the~~Form ~~current~~8K ~~web~~and ~~site~~other proxy and information statements from time to time as required. We do not intend to voluntarily file the ~~new~~above ~~domain,~~reports Itin ~~will~~the ~~emphasize~~event that our obligation to file such reports is suspended under the ~~unique~~Exchange ~~attributes~~Act. The public may read and copy any materials that we file with the ~~proprietary~~Securities ~~formulation~~and ~~provides~~Exchange toCommission, ~~meet~~(“SEC”), ~~market~~at ~~demands~~the ~~for~~SEC’s ~~healthier~~Public Reference Room at 100 F Street NE, ~~and~~Washington, ~~nutritionally~~DC ~~beneficial~~20549. The ~~medical~~public ~~alternatives~~may asobtain aninformation ~~evolution~~on the operation of ~~healthcare.~~ ~~Our~~the ~~management~~Public ~~will~~Reference ~~also~~Room ~~pursue~~by acalling ~~comprehensive~~the ~~promotional~~SEC ~~campaign~~at ~~using~~1-800-SEC-0330. ~~online~~The ~~marketing~~SEC maintains an Internet site (http://www.sec.gov) that contains reports, ~~public~~proxy ~~relations~~and information statements, and other information ~~traditional~~regarding ~~marketing:~~issuers that file electronically with the SEC.

~~Internet marketing: Branding, advertising,~~Item ~~online~~1A. ~~and~~Risk ~~social media will be a vital component to our marketing efforts as well~~Factors.

•FORWARD LOOKING SEO: The specificity of vascular health needs lends itself well to search engine optimization (SEO). We will focus on cardiovascular health, nutrition, small vessel disease, and more, and these are major topics of discussion on the internet for gaining knowledge and sharing information among peers. SEO involves organically improving the quality and volume of traffic to a website through search engines. Our new website will use many targeted keywords and tags that make it highly relevant and therefore visible for people searching for nutraceutical, pharmaceutical, and other product development information.STATEMENTS

•THIS DOCUMENT ~~Customer~~INCLUDES ~~Referral~~FORWARD-LOOKING ~~Program:~~STATEMENTS, WeINCLUDING, ~~intend~~WITHOUT toLIMITATION, ~~create~~STATEMENTS aRELATING ~~financially~~TO ~~incentivized~~CARECLIX’ ~~social~~PLANS, ~~program~~STRATEGIES, OBJECTIVES, ~~designed~~EXPECTATIONS, toINTENTIONS ~~boost~~AND ~~sales~~ADEQUACY OF RESOURCES. ~~This~~THESE ~~program~~FORWARD-LOOKING ~~will~~STATEMENTS ~~integrate~~INVOLVE ~~with:~~KNOWN ~~online~~AND ~~sales~~UNKNOWN RISKS, UNCERTAINTIES, ~~seminar~~AND ~~sales~~OTHER FACTORS THAT MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, ~~radio~~PERFORMANCE ~~and~~OR ~~through~~ACHIEVEMENTS ~~word~~TO ofBE ~~mouth~~MATERIALLY DIFFERENT ~~advertising~~FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; CARECLIX’ LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF SOLEI SYSTEMS’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. CARECLIX. IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

• PPC/CPM: We are currently raising funds to be able to deploy a national marketing campaign. We intend to target online sales through pay-per-click (PPC) and CPM (cost per thousand impressions) campaign that synergizes with our radio, television, and print advertisement.8

•Table ~~Retargeting~~of ~~& Conversion Optimization: We intend to engage customers over time to inform, encourage, and equip them with the appropriate tools to help meet their health goals.~~Contents

•RISK FACTORS ~~Amazon.com~~RELATING ~~and~~TO ~~3rd~~OUR ~~party websites: We intend to create a new Amazon presence and run targeted campaigns through the Amazon sales environment.~~COMPANY

•LIMITED OPERATING ~~E-mail marketing: The current customer and potential customer list will grow continually, and we plan to institute an e-mail marketing campaign.~~HISTORY

•There can ~~Facebook/Social~~be ~~Media:~~no ~~Customer~~assurance ~~engagement~~that ~~and~~our ~~feedback~~management ~~are~~will ~~paramount~~be successful in its attempts to implement our ~~brand.~~business We plan, to ~~work~~build ~~actively~~the ~~with~~corporate infrastructure required to support operations at the levels called for by our ~~customers~~business plan or to ~~help~~generate ~~support~~sufficient ~~the~~revenues to ~~lives~~meet ofexpenses ~~their~~for ~~friends~~planned expansion. We will encounter risks and ~~family~~difficulties ~~through~~that ~~social~~companies ~~media.~~at a similar stage of development frequently experience, including the potential failure to:

8• Obtain sufficient working capital to support our expansion;

~~Table~~• ofFind ~~Contents~~and realize the asset management opportunities required to generate additional revenue;

~~COMPETITION,~~• ~~MARKETS,~~Maintain ~~REGULATION~~adequate ~~AND~~control ~~TAXATION~~of our expenses to allow us to realize anticipated income growth; and

~~Competition~~• Anticipate and adapt to changing conditions in the telehealth industry resulting from changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

~~There~~OUR MANAGEMENT ~~are~~TEAM aHAS ~~large~~LIMITED ~~number~~EXPERIENCE ofOPERATING ~~companies~~A ~~and~~PUBLIC ~~individuals engaged~~COMPANY. inANY ~~the~~FAILURE ~~nutritional~~TO ~~supplement~~COMPLY ~~industry;~~OR ~~accordingly,~~ADEQUATELY ~~there~~COMPLY isWITH aFEDERAL ~~high~~AND STATE ~~degree~~SECURITIES ofLAWS, ~~competition.~~RULES ~~Almost~~OR ~~all~~REGULATIONS ofCOULD ~~the~~SUBJECT ~~companies and~~US ~~individuals~~TO soFINES ~~engaged~~OR ~~have~~REGULATORY ~~substantially~~ACTIONS, ~~greater~~WHICH ~~technical~~MAY ~~and~~MATERIALLY ~~financial~~ADVERSELY ~~resources~~AFFECT OUR ~~than~~BUSINESS, weRESULTS doOF OPERATIONS AND FINANCIAL CONDITION.

~~There~~Members of ~~are~~our management team have limited experience managing and operating a public company and may rely in many ~~established~~instances ~~companies~~on ~~that~~the ~~have~~professional ~~significantly~~experience ~~greater~~and advice of third parties including attorneys, financial and ~~personnel~~compliance ~~resources~~experts and ~~technical~~accountants. ~~expertise~~Failure ~~than~~to wecomply or ~~have.~~adequately Incomply ~~view~~with ofany federal or state securities laws, rules, or regulations may result in fines or regulatory actions, which may materially adversely affect our ~~limited~~business, results of operation, or financial ~~resources~~ condition and ~~limited~~could ~~management~~result ~~availability,~~in wedelays ~~will~~in achieving ~~continue~~either tothe beeffectiveness atof a ~~significant~~registration ~~competitive~~statement ~~disadvantage~~or ~~compared~~the todevelopment of an active and liquid trading market for our ~~competitors~~common stock.

~~Markets~~Due to lack of experience and resources as well as the impact of COVID-19, we were unable to file the audit of our financial statements for the year ended December 31, 2019 on a timely basis or to complete our Form 10-K annual report filing until the date of this report. That delay also delayed the filing of our First, Second and Third Quarter 10-Q reports We have added financial controls and retained independent compliance and financial experts to prevent further delays in the future and to assure we file all future reports on a timely basis.

~~Our market is highly competitive and constantly~~OUR ~~changing.~~SUCCESS ~~Commercial~~WILL ~~success~~DEPEND, isTO ~~frequently~~A ~~dependent~~LARGE ~~on capital availability~~DEGREE, ~~the~~ON ~~effectiveness~~THE ~~and~~EXPERTISE ~~sufficiency~~AND ofEXPERIENCE ~~which~~OF ~~are~~THE ~~very difficult~~MEMBERS toOF ~~predict~~OUR ~~accurately.~~MANAGEMENT ~~It is one of the principal economic risks of companies like ours~~TEAM.

~~Federal~~We will ~~Regulations~~be heavily dependent upon the skills, talents, and abilities of our management directors, as well as several consultants, to implement our business plan, and may, from time to time, find that the inability of the officers, directors and consultants to devote their full-time attention to our business, results in a delay in implementing our business plan. Consultants may be engaged on a part-time or full-time basis under contracts to be determined.

We added ~~are~~five ~~subject~~directors to ~~regulation~~our byBoard ~~the~~of USDirectors ~~Securities and~~in ~~Exchange~~2020 ~~Commission~~and, as a ~~public~~result ~~reporting~~our ~~company.~~current WeBoard ~~are~~of ~~also~~Directors ~~subject~~is tomade ~~state~~up ~~securities~~of ~~regulation~~seven inmembers, with ~~the~~two ~~event~~management ofmembers, ~~offerings or~~one ~~other~~consultant ~~activities~~member inand afour ~~particular~~independent ~~state~~members. We also established an Audit Committee, currently made up of two independent directors.

~~Governmental~~Some of ~~Regulation~~our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. These officers and directors may have potential conflicts involving their time and efforts in participation with other business entities. Because investors will not be able to manage our business, they should critically assess all of the information concerning our officers and directors.

Our sales include products that are regulated as dietary supplements under the FDCA. Dietary supplements are also regulated in the United States under the Dietary Supplement Health and Education Act of 1994 ("DSHEA").9

~~The~~Table ~~manufacture~~ of nutritional or dietary supplements and related products in the United States requires compliance with dietary supplement CGMPs. CGMP refers to the Current Good Manufacturing Practice regulations enforced by the FDA. CGMPs provide for systems that assure proper design, monitoring, and control of manufacturing processes and facilities. Adherence to the CGMP regulations assures the identity, strength, quality, and purity of drug products by requiring that manufacturers of medications adequately control manufacturing operations. This includes establishing strong quality management systems, obtaining appropriate quality raw materials, establishing robust operating procedures, detecting and investigating product quality deviations, and maintaining reliable testing laboratories.Contents

~~The Dietary~~WE ~~Supplement~~WILL &BE ~~Nonprescription~~DEPENDENT ~~Drug~~UPON ~~Consumer~~KEY ~~Protection~~PERSONNEL ~~Act~~FOR ~~requires~~THE ~~manufacturers~~FORESEEABLE ~~of dietary supplement and over-the-counter products to notify the FDA when they receive reports of serious adverse events occurring within the United States~~FUTURE. ~~We have an internal adverse event reporting system that has been in place for several years, and we believe that we are in compliance with this law.~~

~~The FDC Act~~At ~~permits~~this ~~"statements~~time, ofwe ~~nutritional~~have ~~support"~~no toemployment beagreements ~~included~~with inany ~~labeling~~of ~~for~~our ~~dietary~~key ~~supplements~~employees ~~without~~other ~~FDA~~than ~~pre-market approval~~Dr. ~~Such~~Korangy ~~statements must be submitted to the FDA within 30 days of marketing. Such statements may describe how a particular dietary ingredient affects the structure~~(See, ~~function~~Employment ~~or general well-being of the body~~Agreement), ~~or the mechanism of action by which a dietary~~ ~~ingredient~~though ~~may~~it ~~affect~~is ~~body~~contemplated ~~structure,~~that ~~function~~the orCompany ~~well-being, but~~ may ~~not~~enter ~~expressly~~into orsuch ~~implicitly~~agreements ~~represent~~with ~~that~~certain ~~a dietary supplement will diagnose, cure, mitigate, treat or prevent a disease. A company that uses a statement~~ of ~~nutritional~~our ~~support~~key inemployees ~~labeling~~on ~~must possess~~terms ~~scientific evidence substantiating that the statement is truthful~~ and ~~not misleading. If the FDA determines that a particular~~conditions ~~statement~~usual ofand ~~nutritional~~customary ~~support~~for isour anindustry. ~~unacceptable~~We ~~drug~~do ~~claim,~~not ~~conventional~~currently ~~food~~have ~~claim~~any or"key ~~an unauthorized version of a~~ man"~~health claim,"~~ ~~or,~~life ifinsurance ~~the~~on ~~FDA~~any ~~determines~~employees ~~that a particular claim is not adequately supported by existing scientific data~~ or ~~is false or misleading, we would be prevented from using the claim~~officers.

~~In addition,~~WE ~~DSHEA~~WILL ~~provides~~INCUR ~~that~~SIGNIFICANT ~~so-called~~COSTS ~~"third-party~~TO ~~literature,"~~BE ~~e.g.,~~A aPUBLIC ~~reprint~~COMPANY ofAND aTO ~~peer-reviewed~~ENSURE ~~scientific~~COMPLIANCE ~~publication~~WITH ~~linking a~~U.S. ~~particular~~CORPORATE ~~dietary~~GOVERNANCE ~~ingredient~~AND ~~with~~ACCOUNTING ~~health~~REQUIREMENTS AND ~~benefits,~~WE ~~may~~MAY beNOT ~~used~~BE ~~"in~~ABLE ~~connection~~TO ~~with~~ABSORB SUCH COSTS.

9We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect these costs to be approximately $150,000-$200,000 per year. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~Table~~WE ARE ofAN ~~Contents~~“EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

~~the~~We are ~~sale~~an of“emerging agrowth ~~dietary~~company,” ~~supplement to~~as ~~consumers"~~defined ~~without~~in the ~~literature~~JOBS ~~being~~Act, ~~subject~~and, tofor ~~regulation~~as long as ~~labeling.~~we ~~The~~continue ~~literature:~~to ~~(1)~~be ~~must~~an ~~not~~“emerging growth becompany,” ~~false~~we orexpect ~~misleading;~~and fully intend to take advantage of exemptions from various reporting requirements applicable ~~(2)~~to ~~may~~other public companies but not ~~"promote"~~to a“emerging ~~particular~~growth ~~manufacturer~~companies,” orincluding, ~~brand~~but ofnot ~~dietary~~limited ~~supplement;~~to, ~~(3)~~not ~~must~~being ~~present~~required to acomply ~~balanced~~with ~~view~~the auditor attestation requirements of Section 404 of the ~~available~~ ~~scientific~~Sarbanes-Oxley ~~information~~Act onof ~~the~~2002, ~~subject~~reduced ~~matter;~~disclosure ~~(4)~~obligations regarding ifexecutive ~~displayed~~compensation in anour ~~establishment,~~periodic ~~must~~reports beand ~~physically~~proxy ~~separate~~statements, and exemptions from the ~~dietary~~requirements ~~supplements;~~of holding a nonbinding advisory vote on executive compensation and ~~(5)~~shareholder ~~should~~approval of any golden parachute payments not ~~have~~previously approved. ~~appended~~We tocould itbe ~~any~~an ~~information~~“emerging bygrowth ~~sticker~~company” for up to five years, or ~~any~~until ~~other~~the ~~method.~~earliest Ifof (i) the ~~literature~~last day ~~fails~~of tothe ~~satisfy~~first ~~each~~fiscal ofyear ~~these~~in ~~requirements~~which our annual gross revenues exceed $1 billion, (ii) the date that we ~~may~~become bea ~~prevented~~“large ~~from~~accelerated filer” ~~disseminating~~as ~~such~~defined ~~literature~~in ~~with~~Rule ~~our~~12b-2 ~~products~~under the Exchange Act, ~~and~~which ~~any dissemination~~would ~~could~~occur ~~subject~~if the market value of our ~~product~~common tostock ~~regulatory~~that ~~action~~is held by non-affiliates exceeds $700 million as anof ~~illegal~~the ~~drug~~last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

~~Over-the-counter~~In ~~("OTC")~~addition, ~~drug~~Section ~~products~~107 ~~may~~of bethe ~~marketed~~JOBS ifAct ~~they~~also ~~conform~~provides tothat ~~the~~an ~~requirements~~“emerging ofgrowth ~~the~~company” ~~OTC~~can ~~monograph~~take ~~that~~advantage isof ~~applicable~~the toextended ~~that~~transition ~~drug.~~period ~~Drug~~provided ~~products~~in ~~not~~Section ~~conforming~~7(a)2(B) toof ~~monograph~~the ~~requirements~~Securities ~~require~~Act anfor ~~approved~~complying ~~New~~with ~~Drug~~new ~~Application~~or ~~("NDA")~~revised ~~before marketing~~accounting ~~may begin~~standards. ~~Under~~In other ~~these provisions~~words, ifan ~~the~~“emerging ~~agency~~growth ~~were~~company” tocan ~~find~~delay ~~that~~the aadoption ~~product or ingredient~~ of ~~one~~certain ofaccounting ~~our~~standards ~~OTC~~until ~~drug~~those ~~products~~standards iswould ~~not~~otherwise ~~generally~~apply ~~recognized~~to asprivate ~~safe~~companies. ~~and~~We ~~effective~~have orelected isto ~~not included~~ opt-in ato ~~final~~the ~~monograph~~extended ~~that~~transition isperiod ~~applicable~~for tocomplying ~~one~~with ~~of our OTC~~the ~~drug~~revised ~~products,~~accounting westandards. ~~would~~We behave ~~required~~elected to ~~reformulate~~rely oron ~~cease~~these ~~marketing~~exemptions ~~that~~and ~~product~~reduced ~~until~~disclosure itrequirements isapplicable ~~the~~to ~~subject of an approved NDA or~~“emerging ~~until~~growth ~~the~~companies” ~~time,~~and ifexpect ~~ever,~~to ~~that~~continue ~~the monograph is amended~~ to ~~include~~do ~~such product~~so.

~~Advertising~~WE ofMAY ~~our~~NOT ~~products~~BE inABLE ~~the~~TO ~~United~~MEET ~~States~~THE isFILING ~~subject~~AND toINTERNAL ~~regulation~~CONTROL byREPORTING ~~the~~REQUIREMENTS ~~FTC~~IMPOSED ~~under~~BY ~~the~~THE ~~FTC~~SEC ~~Act.~~WHICH ~~Under~~MAY ~~the~~RESULT ~~FTC's~~IN ~~Substantiation~~A ~~Doctrine,~~DECLINE anIN ~~advertiser~~THE isPRICE ~~required~~OF toOUR ~~have~~COMMON aSHARES ~~"reasonable~~AND ~~basis"~~AN ~~for~~INABILITY ~~all~~TO ~~objective~~OBTAIN ~~product~~FUTURE ~~claims before the claims are made~~FINANCING. Failure to adequately substantiate claims may be considered either deceptive or unfair practices. Pursuant to this FTC requirement, we are required to have adequate substantiation for all material advertising claims that we make for our products in the United States. In recent years, the FTC has initiated numerous investigations of and actions against companies that sell dietary supplement, weight-management, and cosmetic products. The FTC has issued guidance to assist companies in understanding and complying with its substantiation requirement. We believe that we have adequate substantiation for all material advertising claims that we make for our products in the United States, and we believe that we have organized the documentation to support our advertising and promotional practices in compliance with these guidelines. However, no assurance can be given that the FTC would reach the same conclusion if it were to review or question our substantiation for our advertising claims in the United States.

~~The FTC may~~As ~~enforce~~directed ~~compliance~~by ~~with~~Section ~~the~~404 ~~law in a variety~~ of ~~ways,~~the ~~both~~Sarbanes-Oxley ~~administratively and judicially~~Act, ~~using~~as ~~compulsory~~amended ~~process,~~by ~~cease~~SEC ~~and desist~~Release ~~orders, and injunctions~~No. ~~FTC~~33-8934 ~~enforcement can result in orders requiring, among other things, limits~~ on ~~advertising,~~June ~~corrective advertising~~26, ~~consumer redress~~2008, ~~divestiture of assets, rescission of contracts, and such other relief as~~ the ~~agency~~SEC ~~deems~~adopted ~~necessary~~rules torequiring ~~protect~~each ~~the~~ public. ~~Violation~~company ~~of these orders could result in substantial financial or other penalties. Although,~~ to ~~our~~include ~~knowledge, we~~a ~~have~~report ~~not been the subject~~ of ~~any~~management ~~action~~on by the ~~FTC,~~company’s nointernal ~~assurance~~controls ~~can~~over befinancial ~~given that the FTC will not question our advertising~~reporting ~~or other operations~~ in ~~the~~its ~~United~~annual ~~States in the future~~reports. ~~Any~~In ~~action~~addition, in the ~~future~~independent byregistered ~~the~~public ~~FTC~~accounting ~~could materially and adversely affect our ability to successfully market our products in the United States.~~firm

We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business. Future changes could include requirements for the reformulation of certain products to meet new standards, the recall or discontinuation of certain products that cannot be reformulated, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling, and additional scientific substantiation. Any or all of these requirements could have a material adverse effect on our business, financial condition, and operating results.10

~~Compliance~~Table ~~with~~of ~~Environmental Laws and Regulations.~~Contents

Weauditing a ~~intend~~company’s financial statements may have to ~~address~~also ~~this~~attest to and report on anmanagement’s asassessment ~~needed~~of ~~basis,~~the effectiveness asof ~~and~~the ~~when~~company’s ~~any~~internal ~~environmental~~controls ~~issues~~over ~~arise~~financial reporting. ~~Since~~We wemay dobe ~~not~~required ~~now~~to ~~manufacture~~include ~~any~~a ~~product,~~report ~~the impact~~ of ~~any~~management ~~environmental~~on ~~laws and~~its ~~regulations~~internal iscontrol ~~minimal~~over financial reporting. The internal control report must include a statement

~~Title~~• toOf ~~Properties.~~management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

~~Not~~• ~~applicable.~~Of management’s assessment of the effectiveness of its internal control over financial reporting as of year-end; and

10• Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

~~Table~~Furthermore, our ofindependent ~~Contents~~registered public accounting firm may be required to file its attestation on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting.

~~OFF~~While we ~~BALANCE~~expect ~~SHEET~~to ~~ARRANGEMENTS~~expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm when that becomes required with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

WeIn addition, doin ~~not~~the ~~have~~event ~~any~~that ~~off~~our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-~~balance~~K ~~sheet~~with ~~arrangements~~the SEC, which could also adversely affect the market price of our common stock and our ability to secure additional financing as needed.

~~NUMBER~~REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF ~~PERSONS~~2002, ~~EMPLOYED~~INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

AsThe rules and regulations of ~~April~~the 10SEC require a public company to prepare and file periodic reports under the Exchange Act, ~~2019~~which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we ~~have~~design, noimplement ~~full~~and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-~~time~~Oxley ~~employees~~Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and 3maintain ~~contract~~adequate ~~employees~~internal oncontrols over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a ~~part-time~~decline ~~basis~~in our share price.

~~DESCRIPTION~~As a OFpublic ~~PROPERTIES/ASSETS~~company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

~~Real~~Due to ~~Estate~~inadequate and inexperienced financial and accounting staff, we were unable to file certain required periodic reports during 2019 and 2020 on a timely basis with the SEC, and this Annual Report is being filed late for the same reasons and due to the unexpected additional burdens placed on the Company by the COVID-19 ~~None~~pandemic. We have retained additional experienced personnel to undertake these duties and also have recently appointed an independent

~~Oil and Gas Properties - None~~11

~~Patents~~Table ~~– US 8691295 Patent is a composition~~ of matter, granted in US and Philippines, pending in Canada. Expires on March 4, 2034. We do not directly own the patent for Panoxol. Our majority shareholder, CEO and Chairman, Charles O. Scott, owns the patent and licenses the product to CHII, our 100% wholly-owned subsidiary. No license fees were incurred or accrued for 2018.Contents

~~Trademarks – Vasonoxol®.~~Audit ~~Our~~Committee ~~majority~~of ~~shareholder, CEO and Chairman, Charles O. Scott, owns~~ the ~~trademark~~Board ~~and~~of ~~licenses~~Directors it to ~~CHII,~~directly ~~our~~oversee ~~100%~~these ~~wholly-owned subsidiary.~~reporting ~~Vasonoxol, U~~functions.S. ~~Registration~~We ~~number:~~are ~~5082860,~~confident ~~date~~that ofthese ~~registration:~~changes ~~November~~will ~~15,~~allow us ~~2016,~~to Gmeet &all S:required ~~Dietary~~filing ~~and~~deadlines ~~nutritional supplements; Food supplements; Food supplements~~ for ~~vascular~~future ~~health~~filings. ~~The Trademark License Agreement executed October 31, 2018 has a term of 5 years. No license fees were incurred or accrued for 2018.~~

~~PLAN~~We are OFworking ~~OPERATIONS~~with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas.

~~Our~~The increased ~~current~~costs ~~plan~~associated ofwith ~~operation~~operating isas toa ~~acquire CareClix~~public ~~and~~company ~~then~~may ~~increase~~decrease ~~its~~our ~~staff~~net inincome ~~sales,~~or ~~implementation,~~increase ~~and~~our ~~development.~~net Weloss ~~are~~and ~~currently~~may ~~doing a private offering to raise~~cause ~~funds~~us to ~~complete~~reduce ~~the~~costs ~~closing~~in ~~and~~other ~~for~~areas ~~working~~of ~~capital~~our ~~for~~business ~~the~~or ~~expansion.~~increase ~~We also will continue~~ the ~~sales~~prices of ~~Panoxol™ engaging in fresh new marketing and expanding~~ our ~~sales~~products ~~online.~~or Weservices ~~expect~~ to ~~rebrand~~offset the ~~product~~effect ~~as Vasonoxol® and to start a clinical trial through a reputable secondary education institution. We will continue discussions for acquisition~~ of ~~a telemedicine~~such ~~technology~~increased ~~company~~costs. WeAdditionally, ~~also~~if ~~plan~~these torequirements ~~purchase~~divert aour ~~marketing~~management’s ~~company~~attention ~~which~~from ~~specialize~~other inbusiness ~~marketing~~concerns, ~~telemedicine to large groups.~~ they Wecould ~~anticipate~~have wea ~~will~~material ~~seek~~adverse ~~additional~~effect ~~capital~~on byour ~~the~~business, ~~end~~financial ofcondition ~~the fiscal year to continue~~ and ~~expand~~results ~~our~~of operations.

~~Our current cash reserves are not adequate~~THE ~~for~~JOBS anACT ~~operational~~ALLOWS ~~budget~~US ofTO 12DELAY ~~months;~~THE ~~however,~~ADOPTION weOF ~~have~~NEW ~~been~~OR ~~able~~REVISED toACCOUNTING ~~draw~~STANDARDS onTHAT anHAVE ~~equity~~DIFFERENT ~~line~~EFFECTIVE ofDATES ~~credit~~FOR ~~secured by the personal~~PUBLIC ~~residence~~AND ofPRIVATE ~~our Chairman and majority shareholder, and Mr~~COMPANIES. Scott also has provided additional funding as needed for operations. Although the borrowing limit on the line of credit has now been reached, Mr. Scott has committed to providing funding that will allow us to execute our business plan. While the Company is limited to cash on hand it will remain functionally limited. If we are unable to generate enough revenue to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any funds although we have recently commenced a private offering of convertible debt up to $3,000,000. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

~~Our~~Since we ~~independent~~have ~~registered~~elected ~~public~~to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) ~~firm’s~~of ~~report~~the onJOBS ~~our~~Act, ~~consolidated~~this ~~financial~~election ~~statements~~allows asus to delay the adoption of ~~December~~new ~~31,~~or ~~2018,~~revised ~~includes~~accounting astandards ~~“going~~that ~~concern”~~have ~~explanatory~~different effective ~~paragraph~~dates ~~that~~for ~~describes~~public ~~substantial~~and ~~doubt~~private ~~about~~companies ~~our~~until ~~ability~~those standards apply to ~~continue~~private ascompanies. As a ~~going~~result ~~concern~~of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~REPORTS~~FLORIDA CORPORATE LAW PROVIDES FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMITS THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO ~~SECURITIES~~US ~~HOLDERS~~AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

WeOur By-Laws ~~provide~~also aninclude ~~annual~~provisions ~~report~~ that ~~includes~~limit ~~audited financial~~the ~~information~~personal liability of the directors of the Company for monetary damages to ~~our~~the fullest ~~shareholders~~extent possible under the laws of the State of Florida or other applicable law. WeThese ~~will~~provisions ~~make~~eliminate ~~our~~the ~~financial~~liability of ~~information~~directors to the Company and ~~annual~~its ~~Form~~stockholders ~~10-K~~for ~~equally~~monetary ~~available~~damages toarising out of any violation of a director of his fiduciary ~~interested~~duty ~~parties~~of ordue ~~investors~~care. ~~through~~Under ~~compliance~~Florida ~~with~~law, however, such provisions do not eliminate the ~~disclosure~~personal ~~rules~~liability ~~for~~of a ~~small~~director ~~business~~for ~~issuer~~(i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the ~~Securities~~federal securities ~~Exchange~~laws or the recovery of damages by third parties. The position of the SEC with regard to such indemnification and limitation ~~Act~~provisions is that they are contrary to the intent of ~~1934~~the federal securities laws and are not enforceable as written. We ~~are~~also maintain director and officer liability insurance.

11RISK FACTORS RELATING TO OUR BUSINESS

~~Table~~WE HAVE ofINCURRED ~~Contents~~SIGNIFICANT LOSSES.

~~subject to disclosure filing requirements including~~As ~~filing~~of ~~Form~~December ~~10K~~31, ~~annually and Form 10Q quarterly. In addition~~2019, we ~~will~~had ~~file~~an ~~Form~~accumulated 8Kdeficit ~~and~~of ~~other proxy and information statements from time to time as required~~($24,144,620). We dohave ~~not~~been ~~intend~~experiencing toinitial ~~voluntarily~~start-up ~~file~~losses ~~the above reports~~ in the telehealth ~~event~~business ~~that~~since ~~our~~the ~~obligation~~acquisition toof ~~file such reports is suspended under~~ the ~~Exchange~~CareClix® ~~Act.~~software ~~The~~in ~~public~~April ~~may~~2019 ~~read~~ and ~~copy~~have ~~any~~only ~~materials~~recently) ~~that~~reached ~~we file with the Securities and Exchange~~financial ~~Commission,~~break ~~(“SEC”),~~even atso ~~the~~we ~~SEC’s~~expect ~~Public~~that ~~Reference~~any ~~Room~~future atlosses ~~100~~will Fbe ~~Street~~attributable ~~NE,~~primarily ~~Washington,~~to DCacquisitions ~~20549.~~and ~~The~~expansion ~~public may~~rather ~~obtain~~than ~~information~~ on ~~the operation of the Public Reference Room by calling the SEC at 1~~-~~800-SEC-0330~~going operations. ~~The~~A ~~SEC~~large ~~maintains~~portion ~~an Internet~~of ~~site (http://www.sec.gov)~~ that ~~contains~~accumulated ~~reports,~~loss ~~proxy~~is ~~and~~from ~~information~~the ~~statements,~~non-cash ~~and~~stock ~~other~~compensation ~~information~~in ~~regarding issuers that file electronically with the SEC~~2019.

~~Item 1A. Risk Factors.~~12

~~FORWARD~~Table ~~LOOKING~~of ~~STATEMENTS~~Contents

~~THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS,~~BECAUSE ~~INCLUDING,~~OUR ~~WITHOUT~~CEO ~~LIMITATION, STATEMENTS RELATING TO SOLEI SYSTEM’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS~~ AND ~~ADEQUACY~~CHAIRMAN OFCONTROLS ~~RESOURCES.~~OUR ~~THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS~~ACTIVITIES, ~~UNCERTAINTIES, AND OTHER FACTORS~~ THAT MAY CAUSE ~~OUR~~US ~~COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS~~ TO BEACT ~~MATERIALLY~~IN ~~DIFFERENT~~A ~~FROM~~MANNER ~~ANY~~THAT ~~FUTURE~~IS ~~RESULTS,~~MOST ~~PERFORMANCE OR~~BENEFICIAL ~~ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY OF~~ TO ~~IMPLEMENT~~HIM ~~OUR~~AND ~~BUSINESS~~NOT ~~STRATEGY; ABILITY~~ TO ~~OBTAIN ADDITIONAL FINANCING; SOLEI SYSTEMS’S LIMITED OPERATING~~OUTSIDE ~~HISTORY;~~SHAREHOLDERS ~~UNKNOWN~~WHICH ~~LIABILITIES~~COULD ~~ASSOCIATED~~CAUSE ~~WITH~~US ~~FUTURE~~NOT ~~ACQUISITIONS; ABILITY~~ TO ~~MANAGE~~TAKE ~~GROWTH;~~ACTIONS ~~SIGNIFICANT~~THAT ~~COMPETITION;~~OUTSIDE ~~ABILITY~~INVESTORS ~~TO ATTRACT~~MIGHT ~~AND~~VIEW RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF SOLEI SYSTEMS’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. SOLEI SYSTEMS, INC. IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. FAVORABLY

~~RISK~~Our Chief ~~FACTORS~~Executive ~~RELATING~~Officer TOand ~~OUR~~Chairman ~~COMPANY~~also is the majority shareholder of our issued and outstanding common stock and beneficially owns approximately 59% of our issued and outstanding common stock. As a result, he effectively controls all matters requiring director and stockholder approval, including the election of directors, and the approval of significant corporate transactions, such as mergers and related party transactions. This insider also has the ability to delay or perhaps even block, by his ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that investors might view unfavorably.

~~LIMITED~~WE MAY ~~OPERATING~~DEPEND ~~HISTORY~~UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

~~There~~To supplement ~~can~~the bebusiness noexperience ~~assurance~~of ~~that~~ our ~~management will~~officers beand ~~successful~~directors, inwe ~~its~~may ~~attempts~~be required to ~~implement~~employ ~~our~~accountants, ~~business~~technical ~~plan~~experts, appraisers, ~~build~~attorneys, ~~the~~or ~~corporate~~other ~~infrastructure~~consultants ~~required~~or toadvisors. ~~support~~Our ~~operations at~~Board without any input from stockholders will make the ~~levels~~selection of ~~called~~any ~~for~~such byadvisors. ~~our~~Furthermore, ~~business~~it ~~plan~~is oranticipated that wesuch ~~will~~persons ~~generate~~may ~~sufficient~~be ~~revenues~~engaged toon ~~meet~~an ~~expenses~~"as orneeded" tobasis ~~achieve~~without a continuing fiduciary or ~~maintain profitability~~other obligation to us. WeIn ~~will~~the ~~encounter~~event ~~risks~~we ~~and~~consider ~~difficulties~~it ~~that~~necessary ~~companies~~to athire aoutside ~~similar~~advisors, ~~stage~~we ofmay ~~development~~elect to ~~frequently~~hire ~~experience~~persons who are affiliates, ~~including~~ ~~the~~if ~~potential~~they ~~failure~~are able to: provide the required services.

•WE MAY ~~Obtain~~BE ~~sufficient~~SUBJECT ~~working~~TO ~~capital~~LITIGATION toIN ~~support~~THE ~~our~~FUTURE ~~establishment~~WHICH ~~and~~COULD ~~expansion;~~IMPACT THE FINANCIAL HEALTH OF THE COMPANY.

•Currently there ~~Find~~are no material legal proceedings pending or threatened against our Company. However, from time to time, we may become involved in various lawsuits and ~~realize~~legal proceedings that arise in the ~~asset~~ordinary ~~management~~course ~~opportunities~~of ~~required~~business. Litigation is subject to ~~generate~~inherent ~~revenue;~~uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

•Our ability ~~Maintain~~to ~~adequate~~conduct ~~control~~telehealth services and expert medical services in a particular U.S. state or non-U.S. jurisdiction is directly dependent upon the applicable laws governing remote healthcare, the practice of ~~our~~medicine ~~expenses~~and ~~allowing~~healthcare usdelivery toin ~~realize~~general ~~anticipated~~in such ~~income~~location ~~growth;~~which are subject to changing political, regulatory and other influences. With respect to telehealth services, in the past, state medical boards have established new rules or interpreted existing rules in a manner that has limited or restricted our ability to conduct our business as it was conducted in other states.

•We conduct ~~Anticipate~~business ~~and~~in ~~adapt~~a toheavily ~~changing~~regulated ~~conditions~~industry inand ~~the~~if ~~nutritional~~we ~~supplement~~fail ~~industry~~to ~~resulting~~comply ~~from~~with ~~changes~~theapplicable inlaws and government regulations, we ~~mergers~~could ~~and~~incur ~~acquisitions~~penalties, ~~involving~~be required to make significant changes to our ~~competitors~~operations or experience adverse publicity, ~~technological~~which ~~developments~~could have ~~and~~a ~~other~~material ~~significant~~adverse ~~competitive~~effect on our business, financial condition, and ~~market~~results ~~dynamics~~of operations.

~~OUR~~The U.S. ~~MANAGEMENT~~healthcare ~~TEAM~~industry ~~HAS~~is ~~MINIMAL~~heavily ~~EXPERIENCE OPERATING~~regulated Aand ~~PUBLIC~~closely ~~COMPANY~~scrutinized by federal, state and local governments. ~~ANY~~Comprehensive ~~FAILURE~~statutes and TOregulations ~~COMPLY~~govern ORthe ~~ADEQUATELY~~manner ~~COMPLY~~in ~~WITH~~which ~~FEDERAL~~we ~~AND~~provide ~~STATE~~and ~~SECURITIES~~bill ~~LAWS~~for services and collect reimbursement from governmental programs and private payors, ~~RULES~~our ORcontractual ~~REGULATIONS~~relationships with our providers, vendors and Clients, our marketing activities and other ~~COULD~~aspects ~~SUBJECT~~of USour TOoperations. ~~FINES~~Because ORof ~~REGULATORY~~the ~~ACTIONS~~breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, ~~WHICH~~it ~~MAY~~is ~~MATERIALLY~~possible ~~ADVERSELY~~that ~~AFFECT~~some ~~OUR~~of ~~BUSINESS~~our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, ~~RESULTS~~damages, OFoverpayment, ~~OPERATIONS~~recoupment, ~~AND~~imprisonment, loss of enrollment status and exclusion ~~FINANCIAL~~from ~~CONDITION~~the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the

12Our business is subject to complex and evolving foreign laws and regulations regarding privacy, data protection and other matters relating to information collection.

~~Table~~There are numerous foreign laws, regulations and directives regarding privacy and the collection, storage, transmission, use, processing, disclosure and protection of ~~Contents~~personally identifiable information (“PII”) and other personal or customer data, the scope of which is continually evolving and subject to differing interpretations. We must

Members of our management team have minimal experience managing and operating a public company and may rely in many instances on the professional experience and advice of third parties including attorneys and accountants. Failure to comply or adequately comply with any federal or state securities laws, rules, or regulations may result in fines or regulatory actions, which may materially adversely affect our business, results of operation, or financial condition and could result in delays in achieving either the effectiveness of a registration statement or the development of an active and liquid trading market for our common stock.13

~~OUR~~Table ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.~~Contents

~~The~~comply with ~~audited~~such ~~financial~~laws, ~~statements~~regulations ~~included~~and directives and we may be subject to significant consequences, including penalties and fines, for our failure to comply. For example, as of May 25, 2018, the General Data Protection Regulation (“GDPR”) replaced the Data Protection Directive with respect to the processing of personal data in the European Union. The GDPR imposes several stringent ~~this~~requirements ~~filing~~for ~~have~~controllers ~~been~~and ~~prepared~~processors ~~assuming~~of ~~that~~personal wedata, ~~will~~including, ~~continue~~for asexample, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals and a ~~going~~strengthened ~~concern~~individual data rights regime, shortened timelines for data breach notifications, limitations on retention and dosecondary ~~not~~use ~~include~~of ~~any~~information, ~~adjustments~~increased requirements pertaining to health data and pseudonymized (i.e., key-coded) data and additional obligations when we contract with third-party processors in connection with the processing of personal data. The GDPR provides that ~~might~~EU member states may make their own further ~~result~~laws ifand weregulations ~~cease~~limiting the processing of genetic, biometric or health data, which could limit our ability to ~~continue~~use asand ashare personal ~~going~~data ~~concern.~~or Wecould ~~have~~cause ~~incurred~~our ~~significant~~costs ~~losses~~to ~~since~~increase and could harm our ~~inception~~business and financial condition. WeFailure ~~have~~to ~~funded~~comply ~~these~~with ~~losses~~the ~~primarily~~requirements ~~through~~of ~~open~~GDPR ~~account~~and ~~borrowing~~the ~~from~~applicable national data protection laws of the EU member states may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties operate, which impose similar accountability, transparency and security obligations. This may be onerous and adversely affect our ~~majority~~business, ~~shareholder~~financial condition, results of operations and ~~Chairman~~prospects.

~~Based~~In addition, recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of information from the European Union to the United States. We cannot be certain of the legitimacy of previously authorized data export mechanisms, including Standard Model Contractual Clauses, on which we and our ~~financial~~customers ~~history~~have ~~since~~relied ~~inception,~~in exporting data to servers located in ~~their~~the ~~report~~United onStates. For example, following a decision of the ~~financial~~Court ~~statements~~of ~~for~~Justice of the ~~period~~European ~~ended~~Union ~~December~~in 31October 2015, ~~2018~~transferring personal data to U.S. companies that had certified as Members of the U.S. Safe Harbor Scheme was declared invalid. In July 2016, the European Commission adopted the U.S.-EU Privacy Shield Framework which replaces the Safe Harbor Scheme. However, this Framework is under review and ~~2017~~there is currently litigation challenging other EU mechanisms for adequate data transfers (i.e., the ~~our~~standard ~~independent~~contractual ~~registered~~clauses). ~~public~~It is uncertain whether the Privacy Shield Framework and/or the standard contractual clauses ~~accounting~~will ~~firm~~be ~~has~~similarly ~~expressed~~invalidated ~~substantial~~by ~~doubt~~the asEuropean courts. We rely on a mixture of mechanisms to transfer personal data from our ~~ability~~EU business to ~~continue~~the United States, and could be impacted by changes in law as a ~~going~~result ~~concern~~of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts. WeIf one or more of the legal bases for transferring PII from Europe to the United States is invalidated, or if we are unable to transfer PII between and among countries and regions in which we operate, it could affect the manner in which we provide our services or could adversely affect our financial results. Furthermore, any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a ~~development~~loss ~~stage~~of ~~company~~customer confidence, damage to our brand and reputation, and a loss of customers, any of which could have ~~that~~an ~~has~~adverse ~~not~~effect ~~yet~~on ~~generated~~our ~~significant~~business. ~~revenue~~In addition, various federal, state and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data-retention and data-protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with customers. ~~There~~For isexample, nosome ~~assurance~~countries have adopted laws mandating that ~~any~~PII ~~significant~~regarding ~~revenue~~customers ~~will~~in their country be ~~realized~~maintained solely in ~~the~~their ~~future~~country. Having to maintain local data centers and redesign product, service and business operations to limit PII processing to within individual countries could increase our operating costs significantly.

~~There can be no assurance that~~ As we ~~will~~expand ~~have adequate~~our ~~capital~~international ~~resources to fund planned~~ operations, orwe ~~that any additional funds~~ will beincreasingly ~~available~~face topolitical, uslegal ~~when~~and ~~needed~~compliance, ~~or at all~~operational, ~~or,~~ ~~if available~~regulatory, ~~will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital~~economic ~~resources~~and toother ~~fund~~risks ~~operations,~~that we ~~may~~do benot ~~required~~face ~~to delay, scale back~~ or ~~eliminate~~are ~~some~~more orsignificant ~~all~~than ofin our ~~operations,~~domestic ~~which may have a material adverse effect on our business, results of~~ operations. ~~and~~Our ~~ability~~exposure to ~~operate~~these asrisks ais ~~going~~expected to ~~concern~~increase.

~~OUR~~As we ~~SUCCESS~~expand ~~WILL~~our ~~DEPEND~~international operations, TOwe Awill ~~LARGE~~increasingly ~~DEGREE~~face political, legal and compliance, operational, regulatory, economic ONand ~~THE~~other ~~EXPERTISE~~risks ~~AND~~that ~~EXPERIENCE~~we OFdo ~~THE~~not ~~MEMBERS~~face OFor ~~OUR~~that ~~MANAGEMENT~~are ~~TEAM~~more significant than in our domestic operations. These risks vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our international products need to meet country-specific client and member preferences as well as country-specific legal requirements, including those related to licensing, telehealth, privacy, data storage, location, protection and security. Our ability to conduct telehealth services internationally is subject to the applicable laws

Our current directors are also acting as our officers. We will be heavily dependent upon their skills, talents, and abilities, as well as several consultants to us, to implement our business plan, and may, from time to time, find that the inability of the officers, directors and consultants to devote their full-time attention to our business results in a delay in progress toward implementing our business plan. Consultants may be employed on a part-time basis under a contract to be determined.14

~~Our~~Table ~~directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners~~ of other entities engaged in a variety of businesses. Thus, our officers and directors may have potential conflicts involving their time and efforts in participation with other business entities. Each officer and director of our business is engaged in business activities outside of our business, and the amount of time they devote as officers and directors to our business will be up to 40 hours per week. Mr. Scott, CEO and director, spends up to 40 hours a week on our Company’s business. Mr. Flood, President, spends approximately 40 hours a week on our Company’s business. Because investors will not be able to manage our business, they should critically assess all of the information concerning our officers and directors.Contents

Wegoverning remote dohealthcare ~~not~~and ~~know~~the practice of ~~any~~medicine ~~reason~~in ~~other~~such ~~than~~location, ~~outside business~~and ~~interests~~the ~~that~~interpretation ~~would~~of ~~prevent~~these ~~them~~laws ~~from~~is ~~devoting~~evolving ~~full-time~~and vary significantly from country to ~~our~~county ~~Company~~and ~~when~~are ~~the~~enforced ~~business~~by ~~may~~governmental, ~~demand~~judicial ~~such~~and ~~full-time~~regulatory ~~participation~~authorities with broad discretion. We cannot, WEhowever, ~~WILL~~be BEcertain ~~DEPENDENT~~that ~~UPON~~our ~~KEY~~interpretation ~~PERSONNEL~~of ~~FOR~~such ~~THE~~laws ~~FORESEEABLE~~and ~~FUTURE.~~regulations is correct in how we structure our operations, our arrangements with physicians, services agreements and customer arrangements

WeOur international ~~will~~operations beincrease ~~dependent~~our onexposure ~~several~~to ~~key~~and ~~members of~~require ~~our~~us to devote significant management resources to implement controls and ~~operations~~systems ~~teams~~to ~~for~~comply with, the ~~foreseeable~~privacy ~~future~~and data protection laws of non-U.S. Injurisdictions ~~particular~~and the anti-bribery, weanti-corruption and ~~are~~anti-money ~~dependent~~laundering onlaws ~~Charles~~of Othe United States (including the FCPA) and the United Kingdom (including the Bribery Act) and similar laws in other jurisdictions. ~~Scott~~Implementing asour compliance policies, internal controls and other systems upon our ~~CEO~~expansion into new countries and ~~Joshua~~geographies ~~Flood~~may asrequire ~~our~~the ~~President~~investment of considerable management time and ~~Chief~~management, ~~Financial~~financial ~~Officer.~~and ~~The~~other resources ~~loss~~over a number of ~~the~~years ~~services~~before any significant revenues or profits are generated. Violations of ~~either~~these ~~executive~~laws and regulations could ~~have~~result ain ~~material adverse~~fines, ~~effect~~criminal sanctions against us, our officers or employees, restrictions or outright prohibitions on the conduct of our ~~operations~~business, and ~~prospects~~significant brand and reputational harm. AtWe ~~this~~must ~~time~~regularly reassess the size, wecapability ~~have~~and nolocation of ~~employment~~our ~~agreements~~global ~~with~~infrastructure ~~any~~and ofmake ~~these~~appropriate ~~individuals~~changes, ~~though it~~and ismust ~~contemplated~~have ~~that~~effective ~~the~~change ~~Company~~management ~~may~~processes ~~enter~~and ~~into~~internal ~~such~~controls in ~~agreements~~place ~~with~~to ~~certain~~address ofchanges ~~its~~in ~~key~~our ~~employees~~business and operations. Our success depends, in part, on ~~terms~~our ~~and~~ability ~~conditions~~to ~~usual~~anticipate these risks and ~~customary~~manage ~~for~~these ~~its~~difficulties, ~~industry.~~and Wethe failure to do ~~not~~so ~~currently~~could have ~~any~~a ~~"key~~material ~~man"~~adverse ~~life~~effect ~~insurance~~ on ~~any~~our ~~employees~~business, operating results, financial position, brand, reputation and/or ~~officers~~long-term growth.

13WE MAY FACE INCREASED COMPETITION IN THE GROWING TELEHEALTH MARKET

~~Table~~While the telehealth market is in an early stage of ~~Contents~~development, it is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed. We currently face competition in the telehealth industry for our solution from a range of companies, including specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective. These competitors include Teladoc Health, MDLive, Inc., American Well Corporation, and Grand Rounds, Inc. among other smaller industry participants. In addition, large, well-financed health plans have in some cases developed their own telehealth or expert medical service tools and may provide these solutions to their customers at discounted prices. Competition from specialized software and solution providers, health plans and other parties will result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share.

WESome of ~~WILL~~our ~~INCUR~~competitors ~~SIGNIFICANT~~may ~~COSTS~~have TOgreater BEname Arecognition, ~~PUBLIC~~longer operating histories and significantly greater resources than we do. ~~COMPANY~~Further, ~~AND~~our TOcurrent ~~ENSURE~~or ~~COMPLIANCE~~potential ~~WITH~~competitors Umay be acquired by third parties with greater available resources.S As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. ~~CORPORATE~~In ~~GOVERNANCE~~addition, current ~~AND~~and ~~ACCOUNTING~~potential ~~REQUIREMENTS~~competitors ~~AND~~have WEestablished, ~~MAY~~and ~~NOT~~may BEin ~~ABLE~~the TOfuture ~~ABSORB~~establish, ~~SUCH~~cooperative relationships with vendors of ~~COSTS~~complementary products, technologies or services to increase the availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than we have, which could put us at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of the telehealth market, which could create additional price pressure. In light of these factors, even if our solution is more effective than those of our competitors, current or potential Clients may accept competitive solutions in lieu of purchasing our solution. If we are unable to successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely affected.

~~We may incur significant costs associated with~~OUR ~~our~~INSURANCE ~~public~~COVERAGE ~~company~~OR ~~reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes~~THIRD-~~Oxley~~PARTY ~~Act~~INDEMNIFICATION ofRIGHTS ~~2002~~MAY ~~and~~NOT ~~other~~BE ~~rules~~SUFFICIENT ~~implemented~~TO byCOVER ~~the~~OUR ~~Securities~~LEGAL ~~and~~CLAIMS ~~Exchange~~OR ~~Commission.~~OTHER WeLOSSES ~~expect~~THAT ~~these~~WE ~~costs~~MAY toINCUR beIN ~~approximately~~THE ~~$50,000-$75,000 per year~~FUTURE. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

WEIn the ~~ARE~~future, ANinsurance ~~“EMERGING~~coverage ~~GROWTH~~may ~~COMPANY~~not be available at adequate levels or on adequate terms to cover potential losses,” including ~~AND~~on ~~ANY~~terms ~~DECISION~~that ONmeet ~~OUR~~our ~~PART~~customer’s TOrequirements. ~~COMPLY~~If ~~ONLY~~insurance ~~WITH~~coverage ~~CERTAIN~~is ~~REDUCED~~inadequate ~~DISCLOSURE~~or ~~REQUIREMENTS~~unavailable, ~~APPLICABLE~~we TOmay ~~“EMERGING~~face ~~GROWTH~~claims ~~COMPANIES”~~that ~~COULD~~exceed ~~MAKE~~coverage ~~OUR~~limits ~~COMMON~~or ~~STOCK~~that ~~LESS~~are ~~ATTRACTIVE~~not TOcovered, ~~INVESTORS~~which could increase our costs and adversely affect our operating results. Currently, we maintain general liability coverage, cyber-security coverage, professional

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.15

InTable ~~addition, Section 107~~ of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.Contents

~~WE MAY NOT BE ABLE TO MEET THE FILING AND INTERNAL~~malpractice, ~~CONTROL~~workmen’s ~~REPORTING~~compensation ~~REQUIREMENTS~~and ~~IMPOSED~~director BYand ~~THE~~officer ~~SEC~~liability ~~WHICH~~coverage ~~MAY~~in ~~RESULT~~amounts INdeemed Ato ~~DECLINE~~be INadequate ~~THE~~to ~~PRICE~~cover OFpotential ~~OUR COMMON SHARES AND AN INABILITY TO OBTAIN FUTURE FINANCING~~losses.

~~As directed by Section 404 of the Sarbanes-Oxley~~DAMAGE ~~Act,~~TO asOUR ~~amended by SEC Release No~~REPUTATION. 33-8934 on June 26, 2008, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent registered public accounting firm auditing a company’s financial statements may have to also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. We may be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

•Failure to Ofcomply ~~management’s~~with ~~responsibility~~local laws and regulations, to maintain an effective system of internal controls, to provide accurate and timely financial statement information, or to protect our information systems against service interruptions, misappropriation of data or breaches of security, could hurt our reputation. Damage to our reputation or loss of consumer confidence in our services for any ~~establishing~~of these or other reasons could result in decreased demand for our services and ~~maintaining~~could ~~adequate~~have ~~internal~~a ~~control~~material ~~over~~adverse ~~its~~effect on our business, financial ~~reporting;~~condition and results of operations, as well as require additional resources to rebuild our reputation, competitive position and brand equity.

14RISKS RELATING TO OWNERSHIP OF

~~Table~~OUR COMMON ~~of Contents~~STOCK

•NO ACTIVE OfPUBLIC ~~management’s~~MARKET ~~assessment~~EXISTS ofFOR ~~the~~OUR ~~effectiveness~~COMMON ofSTOCK ~~its~~AT ~~internal~~THIS ~~control~~TIME, ~~over~~AND ~~financial~~THERE ~~reporting~~IS asNO ofASSURANCE ~~year-end;~~OF ~~and~~A FUTURE MARKET. OUR COMMON SHARES CURRENTLY TRADE ON THE “GREY MARKET” WITH APPROXIMATELY 630 SHAREHOLDERS.

•As a Ofdirect result of the ~~framework~~SEC ~~used~~action byin ~~management~~April 2020 temporarily suspending trading in our common shares, there is not an active public market for our common stock, although recently reported activity on the grey market has resulted in an increase in the average trading price of our stock, trading under the symbol SOLI, and in the volume of daily trades. Our common shares were admitted for trading on the OTC Link Market in March 2020 and traded up to ~~evaluate~~one million shares or more daily until April 2020, when the SEC ~~effectiveness~~announced what we believe was its unwarranted suspension of trading. We have subsequently requested and received from the SEC a letter confirming that there is currently no investigation of the Company pending and the temporary suspension expired by its terms in 14 days. We intent to seek listing of our ~~internal~~common ~~control~~stock ~~over~~in ~~financial~~a ~~reporting~~more liquid market as soon as we are qualified to do so.

~~Furthermore,~~No assurance ~~our~~can ~~independent~~be ~~registered~~given ~~public~~that a liquid market will develop or that a shareholder ever will be able to liquidate his investment without ~~accounting~~considerable ~~firm~~delay, if at all. If a market should develop, the price may be ~~required~~highly tovolatile. ~~file~~Factors ~~its~~such ~~attestation~~as onthose ~~whether~~discussed itin the ~~believes~~“Risk ~~that~~Factors” wesection may have ~~maintained~~a significant impact upon the market price of the shares. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in ~~all~~our ~~material~~securities. ~~respects~~Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, ~~effective~~and ~~internal~~any ~~control~~other ~~over~~selling ~~financial~~costs ~~reporting~~may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

~~While we expect to expend significant resources~~OUR inSTOCK ~~developing~~WILL, ~~the~~IN ~~necessary~~ALL ~~documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act~~LIKELIHOOD, ~~there~~BE isTHINLY ~~a risk~~TRADED ~~that~~AND weAS ~~may~~A ~~not~~RESULT beYOU ~~able~~MAY toBE ~~comply~~UNABLE ~~timely~~TO ~~with~~SELL ~~all~~AT ofOR ~~the~~NEAR ~~requirements~~ASK ~~imposed~~PRICES byOR ~~this~~AT ~~rule.~~ALL InIF ~~the event that we are unable~~YOU toNEED ~~receive~~TO aLIQUIDATE ~~positive~~YOUR attestation from our independent registered public accounting firm when that becomes required with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could sufferSHARES.

InThe shares ~~addition,~~of inour ~~the~~common ~~event~~stock ~~that~~may ~~our~~be ~~independent registered~~thinly ~~public~~traded ~~accounting~~unless ~~firm~~and until a Form 15(c)-211 form is ~~unable~~approved toor ~~rely~~we seek a listing on ~~our~~a ~~internal~~more senior ~~controls~~market. inWe ~~connection~~are ~~with~~a ~~its~~small ~~audit~~company ofwhich ~~our~~is ~~financial~~still ~~statements~~relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the ~~further~~investment ~~event~~community that itgenerate isor ~~unable~~influence tosales ~~devise~~volume, ~~alternative~~so ~~procedures~~unproven, inearly ~~order~~stage tocompany ~~satisfy~~such ~~itself~~ as toours or purchase or recommend the ~~material~~purchase ~~accuracy~~ of any of our ~~financial~~securities ~~statements~~until such time as we became more seasoned and ~~related~~viable. ~~disclosures~~As a consequence, there itmay be periods of several days or more when trading activity in our securities is ~~possible~~minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that wewill ~~would~~generally besupport ~~unable~~continuous tosales ~~file~~without an adverse effect on securities prices. Although there were multiple days that our ~~Annual~~trading ~~Report~~volume onexceeded ~~Form~~one ~~10-K~~million shares ~~with~~before the ~~SEC~~April temporary trading suspension, ~~which~~we ~~could~~cannot ~~also~~give ~~adversely~~you ~~affect~~any ~~the~~assurance ~~market~~that ~~price~~a ofbroader or more active public trading market for our common ~~stock~~securities ~~and~~will ~~our~~redevelop ~~ability~~or be sustained, or that any trading levels will be sustained. Due to ~~secure~~these ~~additional~~conditions, we ~~financing~~can give stockholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need asmoney ~~needed~~or otherwise desire to liquidate their securities.

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.16

~~The~~Table ~~rules and regulations~~ of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.Contents

~~As a public company, we will be subject to~~OUR ~~the~~COMMON ~~reporting~~STOCK ~~requirements~~MAY ofBE ~~the Exchange Act~~VOLATILE, ~~the~~WHICH ~~Sarbanes-Oxley~~SUBSTANTIALLY ~~Act,~~INCREASES ~~the~~THE ~~Dodd-Frank~~RISK ~~Act~~THAT ofYOU ~~2010~~MAY ~~and~~NOT ~~other~~BE ~~applicable~~ABLE ~~securities rules~~TO ~~and~~SELL ~~regulations.~~YOUR ~~Despite~~SECURITIES ~~recent~~AT ~~reforms~~OR ~~made possible by the JOBS Act, compliance with these rules and regulations will nonetheless~~ABOVE ~~increase~~THE ~~our~~PRICE ~~legal~~THAT ~~and~~YOU ~~financial~~MAY ~~compliance~~PAY ~~costs,~~FOR ~~make~~THE ~~some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company~~SECURITY.~~” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.~~

WeBecause of ~~are~~the ~~working~~possible ~~with~~price ~~our legal~~volatility, ~~accounting~~you ~~and financial~~may ~~advisors~~not ~~to identify those areas in which changes should~~ be ~~made~~able to ~~our~~sell ~~financial~~your ~~and~~shares ~~management~~of ~~control~~common ~~systems~~stock towhen ~~manage our~~you ~~growth~~desire ~~and~~to ~~our~~do ~~obligations as a public company~~so. ~~These~~The ~~areas include corporate governance, corporate control, disclosure controls~~inability ~~and procedures and financial reporting and accounting systems. We have made, and will continue~~ to ~~make,~~sell ~~changes~~your insecurities ~~these and other areas. However, we anticipate that the expenses that will be required~~ in ~~order to adequately prepare for being~~ a ~~public~~rapidly ~~company could~~declining bemarket ~~material.~~may Wesubstantially ~~estimate~~increase ~~that~~your ~~the~~risk ~~aggregate cost~~ of ~~increased~~loss ~~legal~~because ~~services;~~of ~~accounting~~such illiquidity and ~~audit~~because ~~functions;~~the ~~personnel, such~~price asfor aour ~~chief~~securities ~~financial~~may ~~officer~~suffer ~~familiar~~greater ~~with~~declines ~~the~~because ~~obligations~~ of ~~public~~our ~~company~~price ~~reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred~~volatility.

15The price of our common stock that will prevail in the market may be higher or lower than the price you may pay to acquire it. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:

~~Table~~· ofVariations ~~Contents~~in our quarterly operating results;

~~thousand~~· ~~dollars~~Loss ~~per~~of ~~year~~a ~~and~~key ~~could~~relationship ~~be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/~~or ~~additional~~failure ~~members of senior management, we may incur additional expenses related~~ to ~~director~~complete ~~compensation~~significant and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.transactions;

In· ~~addition,~~Additions ~~being a public company could make it more difficult~~ or ~~more~~departures ~~costly for us to obtain certain types~~ of ~~insurance,~~key including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.personnel;

~~The~~· ~~increased~~Fluctuations ~~costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs~~ in ~~other~~stock ~~areas~~market ofprice our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and ~~results of operations.~~volume;

~~THE~~· ~~JOBS~~Changes ~~ACT~~to ~~ALLOWS~~the USindustry; ~~TO DELAY THE ADOPTION OF NEW OR REVISED ACCOUNTING STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES.~~and

~~Since,~~· weRegulatory ~~have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act~~developments, ~~this~~particularly ~~election allows~~those usaffecting ~~to delay~~ the ~~adoption~~telehealth ~~of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies~~market. ~~As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.~~

~~OUR~~Additionally, in ~~ARTICLES~~recent OFyears ~~INCORPORATION~~the ~~PROVIDE~~stock ~~FOR~~market ~~INDEMNIFICATION~~in general, has experienced extreme price and volume fluctuations. In some cases, these fluctuations OFare ~~OFFICERS~~unrelated ~~AND~~or ~~DIRECTORS~~disproportionate ATto ~~OUR~~the ~~EXPENSE~~operating ~~AND~~performance ~~LIMIT~~of ~~THEIR~~the ~~LIABILITY~~underlying ~~WHICH~~company. ~~MAY~~These ~~RESULT~~market INand Aindustry ~~MAJOR~~factors ~~COST~~may materially TOand USadversely ~~AND~~affect ~~HURT~~our ~~THE~~stock ~~INTERESTS~~price, regardless of our operating performance. In the past, class action litigation OFoften ~~OUR~~has ~~SHAREHOLDERS~~been ~~BECAUSE~~brought ~~CORPORATE~~against ~~RESOURCES~~companies ~~MAY~~following BEperiods ~~EXPENDED~~of ~~FOR~~volatility ~~THE~~in ~~BENEFIT~~the OFmarket ~~OFFICERS~~price ~~AND/OR~~of ~~DIRECTORS~~those company’s common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

~~Our By-Laws include provisions that eliminate~~THE ~~the~~REGULATION ~~personal~~OF ~~liability~~PENNY ofSTOCKS ~~the~~BY ~~directors~~THE of the Company for monetary damages to the fullest extent possible under the laws of the State of Florida or other applicable law. These provisions eliminate the liability of directors to the Company and its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Florida law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties. The position of the SEC ~~with~~AND ~~regard~~FINRA toMAY ~~such~~DISCOURAGE ~~indemnification~~THE ~~and~~TRADABILITY ~~limitation~~OF ~~provisions~~OUR ~~is that they are contrary to the intent of the federal securities laws and are not enforceable as written~~SECURITIES.

~~RISK~~We are ~~FACTORS~~a ~~RELATING~~“penny TOstock” ~~OUR~~company, ~~BUSINESS~~as our stock price is less than $5.00 per share. Although none of our securities currently trade in any market other than the grey market we intend to seek a listing on the OTC Markets or a more senior market as soon as possible. If that is approved and the shares again become available for trading, we may still be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited stockholders. For purposes of the rule, the phrase “accredited stockholders” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.

WEIn addition, ~~HAVE~~the ~~INCURRED~~Securities ~~SIGNIFICANT~~and ~~LOSSES~~Exchange ~~AND~~Commission ~~ANTICIPATE~~has adopted a number of rules to regulate “penny stocks". Such rules ~~FUTURE~~include ~~LOSSES~~Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

AsStockholders should ofbe ~~December~~aware 31that, ~~2018~~according to the Securities and Exchange Commission, wethe ~~had~~market anfor ~~accumulated~~penny stocks has suffered in recent ~~deficit~~years from patterns of fraud and abuse. Such patterns include (~~$1,772,492~~i). control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent

As a result of this, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2018 and 2017, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.17

16Table of Contents

~~Table~~investor losses. Our management is aware of ~~Contents~~the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

~~OUR~~Investors in ~~EXISTING~~penny ~~FINANCIAL~~stocks ~~RESOURCES~~have ~~ARE~~limited ~~INSUFFICIENT~~remedies in the event of violations of penny stock rules. While the courts are always available to TOseek ~~MEET~~remedies ~~OUR~~for ~~ONGOING~~fraud ~~OPERATING~~against ~~EXPENSES~~us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Stockholders may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Stockholders should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small stockholders.

~~We have limited sources of income at this time~~Absent ~~and~~arbitration ~~insufficient assets to meet our ongoing operating expenses. In the short term~~agreements, ~~unless~~specific welegal ~~are~~remedies ~~able~~available to ~~raise~~stockholders ~~additional~~of ~~debt and/or~~penny ~~equity,~~stocks we may beinclude ~~unable~~the to meet our ongoing operating expenses. While our majority shareholder and Chairman has indicated his intent to provide additional working capital as needed, there can be no assurance that he can will do so indefinitely. There can be no assurance that these events will be successfully completed.following:

~~BECAUSE~~If a ~~OUR~~penny ~~CEO~~stock ~~AND~~is ~~CHAIRMAN~~sold ~~CONTROLS~~to ~~OUR~~the ~~ACTIVITIES, THAT~~investor ~~MAY~~in ~~CAUSE~~violation USof TOthe ~~ACT~~requirements INlisted Aabove, ~~MANNER~~or ~~THAT~~other ISfederal ~~MOST~~or ~~BENEFICIAL~~states TOsecurities ~~HIM~~laws, the ~~AND~~investor ~~NOT~~may TObe ~~OUTSIDE~~able ~~SHAREHOLDERS~~to ~~WHICH~~cancel ~~COULD~~the ~~CAUSE~~purchase USand ~~NOT~~receive ~~TO TAKE~~a ~~ACTIONS~~refund ~~THAT~~of ~~OUTSIDE~~the ~~INVESTORS MIGHT VIEW FAVORABLY~~investment.

~~Our Chief Executive Officer and Chairman also~~If isa ~~the~~penny ~~majority shareholder of our issued and outstanding common~~ stock ~~and~~is ~~beneficially~~sold ~~owns~~to ~~approximately~~the ~~55%~~investor ofin ~~our issued and outstanding common stock. As~~ a ~~result,~~fraudulent ~~he effectively controls all matters requiring director and stockholder approval~~manner, ~~including~~ the ~~election~~investor ofmay ~~directors,~~be ~~and~~able ~~the~~to ~~approval~~sue ofthe ~~significant~~persons ~~corporate transactions, such as mergers~~ and ~~related~~firms ~~party~~that ~~transactions.~~committed ~~This insider also has~~ the ~~ability~~fraud tofor ~~delay or perhaps even block, by his ownership of our stock, an unsolicited tender offer~~damages. ~~This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.~~

WEThe fact ~~MAY~~that ~~DEPEND~~we ~~UPON~~are ~~OUTSIDE~~a ~~ADVISORS~~penny stock company will cause many brokers to refuse to handle transactions in the stocks, ~~WHO~~and ~~MAY~~may discourage ~~NOT~~trading BEactivity ~~AVAILABLE~~and ONvolume, ~~REASONABLE~~or ~~TERMS~~result ~~AND~~in ASwide ~~NEEDED~~disparities between bid and ask prices. These may cause stockholders significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Stockholders will have no effective legal remedies for these illiquidity issues.

~~To supplement the business experience of our~~WE ~~officers~~WILL ~~and~~PAY ~~directors,~~NO weDIVIDENDS ~~may~~IN beTHE ~~required~~FORESEEABLE ~~to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors~~FUTURE. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

WEWe have ~~MAY~~not ~~FACE~~paid ~~DIFFICULTIES~~dividends ~~ESTABLISHING~~on Aour ~~NEW~~common stock and do not anticipate paying such dividends in the foreseeable future. Stockholders ~~BRAND~~whose investment criteria are dependent on dividends should not invest in our common stock.

~~Our principal business strategy is to develop~~RULE ~~the~~144 ~~new~~SALES ~~brand~~IN ~~name~~THE ~~Vasanoxol®~~FUTURE toMAY ~~replace~~HAVE ~~the~~A ~~Panoxol~~DEPRESSIVE ~~brand~~EFFECT ~~name~~ON asOUR aSTOCK ~~respected brand associated with the highest quality nutritional supplements~~PRICE. The marketing of consumer goods such as high-quality, premium nutritional supplements is highly dependent on creating favorable consumer perception through well-orchestrated advertising and public relations. We will be expending a significant percentage of the proceeds of any future cash raises for advertising and promotional activities. Our Company has little advertising experience, having spent only minimal amounts on such activities to-date. Our Company’s competitors have significantly greater advertising resources and experience and enjoy well-established brand names. There can be no assurance that our initial advertising and promotional activities will be successful in creating the desired consumer perception.

~~OUR~~The majority ~~COMPETITION~~of ISour ~~MUCH~~outstanding ~~LARGER~~shares ~~AND~~of ~~HAS~~common ~~BEEN~~stock are held by our present officers, directors, and affiliate stockholders as IN"restricted ~~THE~~securities" ~~MARKETPLACE~~within ~~MUCH~~the ~~LONGER~~meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of one year. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

~~Several large, well-financed competitors with~~OUR ~~long-standing~~STOCKHOLDERS ~~brand~~MAY ~~recognition,~~SUFFER ~~successful~~FUTURE ~~histories~~DILUTION ofDUE ~~new~~TO ~~product~~ISSUANCES ~~introductions~~OF ~~and~~SECURITIES ~~long-standing~~FOR ~~relationships~~VARIOUS ~~dominate~~CONSIDERATIONS ~~the market~~IN ~~for~~THE ~~the distribution of nutritional supplements~~FUTURE. We compete with well-established companies for sales to distributors and to consumers. While we believe that the rapidly expanding market for sales of nutritional supplements has created room for new competitors to achieve substantial sales and profits, there can be no assurance that we can compete successfully on price or in obtaining raw materials, building facilities and attracting and keeping skilled labor, which could result in material adverse effects on our business.

17There may be substantial dilution to our stockholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions. During the three-month period ended December 31, 2019, we issued a total of 64,164,188 common shares as compensation to officers and key employees. The principal amount of convertible notes will, if converted, also result in substantial potential dilution in our common stock, as the terms of

~~Table of Contents~~18

WETable ~~MAY~~of ~~BE SUBJECT TO LITIGATION IN THE FUTURE WHICH COULD IMPACT THE FINANCIAL HEALTH OF THE COMPANY.~~Contents

~~Currently~~conversion contained wein ~~are~~the ~~plaintiff~~convertible tonotes allows a ~~legal~~holder ~~proceeding. There~~to ~~are~~elect noto ~~legal~~convert ~~proceedings~~all ~~threatened~~or ~~against~~part ~~our~~of ~~Company.~~the ~~However~~principal amount of each note, ~~from~~plus interest ~~time~~accrued, tointo common stock at any time, weafter ~~may~~an ~~become~~initial ~~involved~~six inmonth ~~various~~holding ~~lawsuits~~ period and ~~legal~~thereafter ~~proceedings~~up ~~that~~to ~~arise~~maturity, inat a conversion price equal to 50% of the ~~ordinary~~5 ~~course~~day average closing stock price as of ~~business.~~the ~~Litigation~~date isof ~~subject~~any tosuch ~~inherent~~election ~~uncertainties,~~or ~~and~~at anthe ~~adverse~~market price ~~result~~at inthe ~~these~~date orof ~~other~~issuance ~~matters~~of ~~may~~the ~~arise~~notes. ~~from~~We ~~time~~issued to12,967,862 ~~time~~common ~~that~~shares ~~may~~on ~~harm~~conversion ~~our~~of ~~business~~promissory notes and accrued interest during the year ended December 31, 2019.

~~WE SELL OUR PRODUCTS AND SERVICES IN HIGHLY~~ITEM ~~COMPETITIVE~~1B. ~~MARKETS,~~UNRESOLVED ~~WHICH~~STAFF ~~RESULTS IN PRESSURE ON OUR PROFIT MARGINS AND LIMITS OUR ABILITY TO MAINTAIN OR INCREASE THE MARKET SHARE OF OUR SERVICES~~COMMENTS.

~~The nutritional supplement industry is subject to significant competition and pricing pressures~~None. We will experience significant competitive pricing pressures as well as competitive products. Several significant competitors offer products with prices that may match or are lower than ours. We believe that the products we offer are generally competitive with those offered by other supplement companies. It is possible that one or more of our competitors could develop a significant advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure or improvements in raw materials and shifts in customer preferences away from supplement products could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial condition, results of operations and cash flows.

~~OUR FUTURE GROWTH IS LARGELY DEPENDENT UPON~~ITEM ~~OUR~~2. ~~ABILITY TO SUCCESSFULLY COMPETE WITH NEW AND EXISTING COMPETITORS BY DEVELOPING PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE WITH ACCEPTABLE MARGINS~~PROPERTIES.

~~Our business operates in markets that are characterized~~REAL ~~by legal and regulatory pressures and evolving industry standards~~ESTATE. If similar high-end supplement companies gain market acceptance, our ability to grow our business could be materially and adversely affected. Accordingly, our future success depends upon a number of factors, including our ability to accomplish the following: identify emerging trends in our target end-markets; develop and maintain competitive products; enhance our products by increasing the associated brand reputation that differentiate us from our competitors; and develop and bring products to market quickly and cost-effectively. Our ability to develop new products can affect our competitive position and requires the investment of significant resources. These development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new products on a timely basis. New or enhanced products may not satisfy consumer preferences and potential product failures may cause consumers to reject these products. As a result, these products may not achieve market acceptance and our brand image could suffer. In addition, our competitors may introduce superior products or business strategies, impairing our brand and the desirability of our products, which may cause consumers to defer or forego purchases of our products or services. Also, the markets for our products and services may not develop or grow as we anticipate. The failure of our products to gain market acceptance, the potential for lawsuits, or the obsolescence of our products could significantly reduce our revenue, increase our operating costs or otherwise adversely affect our business, financial condition, results of operations or cash flows.

~~ADVERSE PUBLICITY OR CONSUMER PERCEPTION OF OUR PRODUCTS AND ANY SIMILAR PRODUCTS DISTRIBUTED BY OTHERS COULD HARM OUR REPUTATION AND ADVERSELY AFFECT OUR SALES AND REVENUES~~None.

WeThe Company ~~believe~~owns weno ~~are~~real ~~highly~~estate. ~~dependent~~For ~~upon positive consumer perceptions of~~ the ~~quality~~year ofended ~~our~~December ~~products~~31, as2019, ~~well~~we assubleased ~~similar~~office ~~products~~space ~~distributed~~in byAlexandria, ~~other~~Virginia ~~supplement~~from ~~companies.~~an ~~Consumer~~affiliated ~~perception~~company ofowned ~~nutritional supplement products can be substantially influenced~~ by ~~scientific~~our ~~research or findings~~Chairman, ~~national~~CEO ~~media attention~~ and ~~other~~majority ~~publicity~~shareholder ~~about~~on ~~product~~a ~~use.~~one-year ~~Adverse~~sublease ~~publicity~~commencing ~~from~~January ~~these~~1, ~~sources~~2019 ~~regarding~~at ~~the~~$8,500 ~~safety~~per ~~or quality of our products~~month ~~could harm our reputation~~ and ~~results~~expiring ofDecember ~~operations~~31, 2019. ~~The~~For ~~mere~~the ~~publication~~year ofended ~~news~~December ~~articles~~31, or2020, ~~reports~~we ~~asserting~~occupied ~~that~~the ~~such~~same ~~products may~~space beon ~~harmful could have~~ a ~~material~~two-year ~~adverse~~sublease ~~effect~~commencing January ~~on our business~~1, ~~financial~~2020 ~~condition~~on ~~and~~the ~~results~~same ~~of operations, regardless of whether such news articles or reports are scientifically supported~~terms.

18OIL AND GAS.

~~Table of Contents~~None.

~~DEPENDENCE~~PATENTS, TRADE ~~UPON~~NAMES, TRADEMARKS AND ~~PROPRIETARY RIGHTS, FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.~~COPYRIGHTS

~~Our future success depends significantly on~~Patents: ~~our~~As ~~ability~~part toof ~~protect~~the ~~our~~acquisition ~~current~~of ~~and~~the ~~future~~CareClix® ~~brands~~software, ~~and~~we ~~products~~also ~~and~~acquired tothe ~~defend our intellectual property~~ rights. ~~We have trademark registrations covering our brands and products, and expect~~ to ~~continue~~a topending ~~file,~~patent ~~trademark~~application ~~applications~~filed ~~seeking to protect newly~~for ~~developed~~the ~~brands~~software ~~and~~by ~~products.~~the Wetwo ~~cannot~~founders ~~be sure that trademark registrations will be issued with respect to any~~ of ~~our~~KB ~~trademark applications.~~Medical ~~There is also a risk that we could~~Systems, ~~by omission, fail to timely renew or protect a trademark or that our competitors will challenge, invalidate or circumvent any existing or future trademarks issued to or licensed by us~~LLC. InThe ~~addition,~~USPTO wehas ~~face~~denied ~~additional risks related to~~ the ~~potential~~patent ~~failure~~application toand ~~protect~~ the ~~intellectual~~matter ~~property~~is ~~rights covered by our license to market Panoxol and~~currently ~~the~~on ~~risk of patent infringement claims being filed against us due to our license to market Panoxol~~appeal.

~~OUR INSURANCE COVERAGE OR THIRD-PARTY INDEMNIFICATION~~Trademarks ~~RIGHTS~~– ~~MAY~~CareClix® ~~NOT~~is BEa ~~SUFFICIENT~~registered TOUS ~~COVER OUR LEGAL CLAIMS OR OTHER LOSSES THAT WE MAY INCUR IN THE FUTURE~~trademark.

~~In the future, insurance coverage may not be~~ITEM ~~available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customer’s requirements~~3. IfLEGAL ~~insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are not covered, which could increase our costs and adversely affect our operating results~~PROCEEDINGS.

IFWe are ~~DEVELOPED,~~not ~~OUR~~currently ~~BRANDS~~involved ~~MAY~~in ~~BECOME~~any ~~VALUABLE,~~litigation that we believe could have a material adverse effect on our financial condition or ~~AND~~results ~~ANY~~of ~~INABILITY~~operations. TOCareClix, ~~PROTECT~~Inc. ~~THEM~~has ~~COULD~~filed ~~REDUCE~~a ~~THE~~civil ~~VALUE~~action OFagainst ~~OUR~~a ~~PRODUCTS~~former ~~AND~~vendor, ~~BRAND~~Mahdlo, Inc., for breach of contract and related matters and is seeking damages.

WeThere is ~~may~~no ~~invest~~other ~~significant~~action, ~~resources~~suit, toproceeding, ~~build and~~inquiry ~~protect~~or ~~our~~investigation ~~brands.~~before ~~However~~or by any court, wepublic ~~may~~board, begovernment ~~unable~~agency, self-regulatory organization or ~~unwilling~~body pending or, to ~~strictly~~the ~~enforce~~knowledge of the executive officers of our ~~rights~~company or any of our subsidiaries, ~~including~~threatened against or affecting our ~~trademarks~~company, ~~from~~our ~~infringement~~common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that ~~Our~~we ~~failure~~(including current and any future subsidiaries) will from time to ~~enforce~~time ~~our~~become ~~intellectual~~subject ~~property~~to ~~rights~~claims ~~could~~and ~~diminish~~legal proceedings arising in the ~~value~~ordinary course of ~~our~~business. ~~brands~~It ~~and~~is ~~product~~not ~~offerings~~feasible to predict the outcome of any such proceedings and ~~harm~~we ~~our~~cannot assure that their ultimate disposition will not have a materially adverse effect on our business, ~~and~~financial ~~future~~condition, ~~growth~~cash ~~prospects~~flows or results of operations.

~~AN INCREASE IN PRODUCT RETURNS COULD NEGATIVELY~~ITEM ~~IMPACT~~4. ~~OUR~~MINE ~~OPERATING~~SAFETY ~~RESULTS AND PROFITABILITY~~DISCLOSURE.

~~We will permit the return of damaged or defective~~Not ~~products and accept limited amounts of product returns in certain instances~~applicable. While such returns are expected to be nominal and within management’s expectations and the provisions established, future return rates may increase more than anticipated. Any significant increase in damaged or defective products or expected returns could have a material adverse effect on our operating results for the period or periods in which such returns materialize.

~~WE HAVE NO MANUFACTURING CAPACITY AND ANTICIPATE CONTINUED RELIANCE ON THIRD-PARTY MANUFACTURERS FOR THE DEVELOPMENT OF OUR PRODUCTS.~~19

WeTable ~~do not currently operate manufacturing facilities for production~~ of our products. We lack the resources and the capabilities to manufacture our products. We do not intend to develop facilities for the manufacture of products in the foreseeable future. We will rely on third-party manufacturers to produce bulk products required to meet our sales needs. We plan to continue to rely upon contract manufacturers to manufacture commercial quantities of our products. All of our supplement products are manufactured in the United States and, while we rely primarily on one manufacturer for our product, multiple other US manufacturers are available that we can employ as needed.Contents

~~Our contract manufacturers’ failure to~~PART achieve and maintain high manufacturing standards, in accordance with applicable regulatory requirements, or the incidence of manufacturing errors, could result in consumer injury or death, product shortages, product recalls or withdrawals, delays or failures in product testing or delivery, cost overruns or other problems that could seriously harm our business. Contract manufacturers often encounter difficulties involving production yields, quality control and quality assurance, as well as shortages of qualified personnel. Our existing manufacturers and any future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business. In the event of a natural disaster, business failure, strike or otherII

19ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~Table~~As a direct result of ~~Contents~~the SEC action in April 2020 temporarily suspending trading in our common shares, there is no current active public market for our common stock, although recently reported activity on the grey market has resulted in an increase in the average trading price of our stock, trading under the symbol SOLI, and in the volume of daily trades. Our common shares were admitted for trading on the OTC Link Market in March 2020 and traded up to one million shares or more daily until April 2020, when the SEC announced what we believe was its unwarranted 14-day suspension of trading. We have subsequently requested and received from the SEC a letter confirming that there is currently no investigation of the Company pending and the temporary suspension expired by its terms in 14 days. Recently, there has been an increase in the trading price and average daily trading volume of the stock despite being limited to the grey sheets. This activity is not the result of any efforts by the Company to promote the stock and the Company does not engage in any stock promotion activity.

~~difficulty,~~It is wethe ~~may~~intention beof ~~unable~~management to ~~replace~~move afrom ~~third-party manufacturer~~the inOTC aMarket ~~timely~~to ~~manner~~the ~~and~~NASDAQ ~~the~~or ~~production~~other ofrecognized ~~our~~market, ~~products~~as ~~would~~a befully ~~interrupted,~~reporting ~~resulting~~SEC filer. inas ~~delays,~~soon ~~additional~~as ~~costs and~~the ~~reduced~~listing ~~revenues~~requirements have been met.

~~A SHORTAGE IN THE SUPPLY OF KEY RAW MATERIALS COULD INCREASE OUR COSTS OR ADVERSELY AFFECT OUR SALES AND REVENUES~~Holders.

~~All~~ As of ~~the~~December ~~raw~~31, ~~materials~~2019, ~~for~~there ~~our~~were ~~products~~approximately ~~are obtained~~630 ~~from~~record ~~third-party~~holders suppliers. Shortages in certain ingredients could result in materially higher raw material prices or adversely affect our ability to have a product manufactured. Price increases from a supplier would directly affect our profitability if we are not able to pass price increases on to customers. Our inability to obtain adequate supplies of ~~raw~~183,631,052 ~~materials~~shares ~~in a timely manner or a material increase in the price~~ of our ~~raw~~common ~~materials could have a material adverse effect on our business, financial condition and results of operations~~stock.

~~DAMAGE~~Our transfer TOagent ~~OUR~~is ~~REPUTATION~~Securities Transfer Corporation, 2901 Dallas Parkway, Suite 380, Plano, Texas, 75093. Their telephone number is (469) 633-0101.

~~Maintaining a good reputation is critical to selling our branded products~~Dividends. Product contamination or tampering or the failure to maintain our standards for product quality, safety and integrity, including with respect to raw materials, naturally occurring compounds, packaging materials or product components obtained from suppliers, may reduce demand for our products or cause production and delivery disruptions. Although our producer/distributors maintain standards for the materials and product components received from suppliers, it is possible that a supplier may not provide materials or product components that meet the required standards or may falsify documentation associated with the fulfillment of those requirements. If any of our products becomes unsafe or unfit for consumption, is misbranded or causes injury, we may have to engage in a product recall and/or be subject to liability and incur additional costs. A widespread product recall, multiple product recalls, or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. Our reputation could be impacted negatively by public perception, adverse publicity (whether or not valid), negative comments in social media, or our responses relating to:

·As of athe ~~perceived~~filing ~~failure~~of this Form 10-K, we have not paid any dividends to ~~maintain~~stockholders. ~~high~~There ~~ethical~~are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. The Florida Revised Statutes, ~~social~~however, ~~and~~do prohibit ~~environmental~~us ~~standards~~from ~~for~~declaring ~~all~~dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our ~~operations~~debts ~~and~~as ~~activities~~they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

~~· a perceived failure to address concerns relating to the quality, safety or integrity of our products;~~Preferred shares.

·We are ~~our~~authorized ~~environmental~~to ~~impact~~issue 50,000,000 ~~including~~shares ~~use~~ of ~~agricultural~~Preferred ~~materials,~~Stock ~~packaging,~~with ~~water~~$0.001 ~~and~~par ~~energy~~value ~~use~~(the "Preferred Stock") with such relative rights, preferences and ~~waste~~designations ~~management;~~as ormay be determined by our Board of Directors in its sole discretion upon the issuance of any shares of Preferred Stock.

·No shares ~~effects~~of ~~that~~Preferred Stock are ~~perceived~~issued asor ~~insufficient to promote the responsible use of our products~~outstanding.

~~Failure to comply with local laws and regulations,~~Securities toAuthorized maintain an effective system of internal controls, to provide accurate and timely financial statement information, or to protect our information systems against service interruptions, misappropriation of data or breaches of security, could also hurt our reputation. Damage to our reputation or loss of consumer confidence in our products for ~~any~~Issuance ofUnder ~~these~~Equity orCompensation other reasons could result in decreased demand for our products and could have a material adverse effect on our business, financial condition and results of operations, as well as require additional resources to rebuild our reputation, competitive position and brand equityPlans.

~~CONTAMINATION~~None.

~~The success of our brands depends upon the~~Recent ~~positive~~Sales ~~image that consumers have~~ of ~~those~~Unregistered ~~brands~~Securities. Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could adversely affect their sales. Contaminants in raw materials, packaging materials or product components purchased from third parties and used in the production of our products or defects in the process could lead to low quality as well as illness among, or injury to, consumers of our products and may result in reduced sales of the affected brand or all of our brands

20We have sold securities in the past three years without registering the securities under the Securities Act of 1933 as shown below:

~~Table~~We issued 2,694,612 common shares in October 2019 as the final installment of ~~Contents~~compensation for the acquisition of the CareClix® software.

~~RISKS~~We issued ~~RELATING~~6,534,188 TOcommon ~~OWNERSHIP~~shares OFin October 2019 as compensation under an employment agreement with Dr. John Korangy.

~~SOLEI SYSTEMS, INC. COMMON STOCK~~20

NOTable ~~ACTIVE~~of ~~PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET. SOLI CURRENTLY TRADES ON THE “GREY MARKET” WITH APPROXIMATELY 565 SHAREHOLDERS.~~Contents

~~There is a no active public market for our~~We ~~common~~issued ~~stock~~12, ~~although recently reported activity on the grey market has resulted in an increase in the average trading price of our stock~~967,862 ~~trading~~Common ~~under~~Shares ~~the symbol SOLI, and~~ in ~~the~~conversion ~~volume~~ of ~~daily~~promissory ~~trades.~~notes Nobeginning assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in ~~the~~September ~~“Risk Factors” section may have a significant impact upon the market price of the shares~~2019. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

We ~~have determined to seek listing of our common~~ ~~stock~~issued on57,630,000 ~~the~~Common ~~OTC~~Shares ~~Markets~~as ~~and~~compensation ~~have sought~~ to ~~convince~~officers aand ~~market~~key ~~maker~~employees ~~to file a Form 15©-211 to allow transactions~~ on ~~the~~November ~~OTC Markets. There can be no assurance that such a filing will be accomplished or that~~12, ~~if filed, the application will be granted~~2019.

~~OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY~~Issuer ~~TRADED~~Purchases ~~AND~~of ASEquity ~~A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.~~Securities

~~The~~We repurchased 50,000 shares of our common stock ~~may~~for ~~be thinly-traded. We are a small company which is relatively unknown to stock analysts~~$5,000 ~~stock~~dollars ~~brokers,~~during ~~institutional stockholders and others in~~ the ~~investment~~ ~~community~~year ~~that~~ended ~~generate~~December ~~or influence sales volume~~31, so2017 ~~that~~as ~~even~~part ~~if we came to the attention~~ of ~~such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend~~ the ~~purchase~~change of ~~any of our securities until such time as we became more seasoned and viable~~control. AsThe a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares atwere orcancelled ~~near ask prices or at all if they need money or otherwise desire to liquidate their securities~~immediately.

~~OUR~~In early ~~COMMON~~2019, ~~STOCK~~the ~~MAY~~Company BEfiled ~~VOLATILE~~an action in the United States District Court for the District of Maryland against certain entity shareholders of record of the Company, ~~WHICH~~alleging ~~SUBSTANTIALLY~~that a total of 12,606,500 common shares held in their collective names had been ~~INCREASES~~issued ~~THE~~improperly ~~RISK~~and ~~THAT~~illegally. ~~YOU~~On ~~MAY~~May ~~NOT~~20, BE2019, ~~ABLE~~a TOdefault ~~SELL~~judgment ~~YOUR~~was ~~SECURITIES~~entered ATin ORfavor ~~ABOVE~~of ~~THE~~the ~~PRICE~~Company. ~~THAT~~On ~~YOU~~September ~~MAY~~21, ~~PAY~~2019, the ~~FOR~~Court ~~THE~~entered ~~SECURITY~~final judgment in favor of the Company cancelling the 12,606,500 common shares as illegally issued and declaring them void.

~~Because of the possible price volatility, you~~ITEM ~~may not be able to sell your shares of common stock when you desire to do so~~6. ~~The~~SELECTED ~~inability~~FINANCIAL to sell your securities in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our securities may suffer greater declines because of our price volatilityDATA.

~~The price of our common stock that will prevail~~Not ~~in the market, if ever available for trading, may be higher or lower than the price you may pay~~applicable. ~~Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:~~

·ITEM 7. ~~Variations~~MANAGEMENT’S inDISCUSSION ~~our~~AND ~~quarterly~~ANALYSIS ~~operating~~OF ~~results;~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

·Forward-Looking Statements ~~Loss~~and ofAssociated ~~a key relationship or failure to complete significant transactions;~~Risks.

·This Form ~~Additions~~10-K contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate, or ~~departures~~“continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of ~~key~~factors, ~~personnel~~many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

·PLAN OF ~~Fluctuations in stock market price and volume;~~OPERATIONS

·Our telemedicine ~~Changes~~heritage began with the development of our software application “CareClix®” in 2012. The software was created by two board certified practicing physicians who shared a vision for improving medicine through technology. They created a software platform that allows medical professionals to connect to patients virtually - from anywhere, at any time. The Company joined that growth journey in April 2019 when it purchased the ~~industry;~~software and retained one of the founding doctors: Dr John Korangy. MD. Starting a new corporate entity with the assets called, “CareClix, Inc”, the Company leveraged its leaderships’ existing experience in telemedicine. Charles Scott, our CEO and majority shareholder, has been working in telemedicine since 2011, Dr Korangy helped author the original rules of the American Telemedicine Association. The experience of the leadership combined with the proven track record of the software has created our current operation.

21CareClix® is a telemedicine platform that enables provider groups of various sizes—from hospital systems to multi-specialty groups--to virtualize their existing brick and mortar entities. CareClix® enables them to provide virtual consultations with patients anywhere through the means of observational consultations all the way to leveraging handheld devices, virtual devices, and diagnostic devices-- regardless of where they patient is located. CareClix® compliments its virtual clinics with its own medical staff who can be utilized to create a full spectrum of medical services for our customer’s patient populations within the US or across the globe. We customize our services to our customers exact specifications. Our customer can mix and match, add or delete, a wide range of technologies, medical services, or wellness services. CareClix® can match the transparency to our customers or partner’s comfort level. CareClix® empowers providers to grow their practice, their brand, their revenue, and accomplish the mission of their organization.

~~Table of Contents~~21

·Table ~~Regulatory~~of ~~developments, particularly those affecting the supplement market.~~Contents

~~Additionally~~Currently, CareClix inprovides ~~recent~~telemedicine ~~years the stock market~~ in ~~general,~~more ~~has~~than ~~experienced~~30 ~~extreme~~countries ~~price~~around ~~and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to~~ the ~~operating performance of the underlying company~~world. ~~These~~We ~~market~~have ~~and~~local ~~industry~~credentialed ~~factors may materially and adversely affect our stock price~~providers, ~~regardless~~local ~~of our operating performance. In the past~~resellers, ~~class action litigation often has been brought against companies~~ ~~following~~and ~~periods~~local ofclients ~~volatility~~and incustomers ~~the market price of those company’s common stock. If we become involved~~ in ~~this~~over ~~type~~30 ~~of litigation in the future~~countries, ~~it could result in substantial costs~~ and ~~diversion~~we ofare ~~management~~rapidly ~~attention~~expanding ~~and resources, which could have a further negative effect on your investment in~~ our ~~stock~~global footprint.

~~THE~~The Company ~~REGULATION~~is OFalso ~~PENNY~~launching ~~STOCKS~~a BYdirect-to-consumer ~~THE~~offering ~~SEC~~called ~~AND~~“My CareClix” via website at www.mycareclix.com. This ~~FINRA~~offering ~~MAY~~will ~~DISCOURAGE~~allow ~~THE~~consumers ~~TRADABILITY~~direct OFaccess ~~OUR~~to ~~SECURITIES~~primary care, specialty care and behavior health.

~~We are a “penny stock” company,~~The asCompany ~~our stock price~~ is ~~less~~also ~~than~~launching ~~$5.00~~a ~~per~~chronic ~~share.~~care ~~None~~remote ofpatient ~~our~~monitoring ~~securities~~program. ~~currently~~At ~~trade~~its inessence, ~~any market other than~~ the ~~grey~~program ~~market and,~~is ifa ~~ever~~turn-key ~~available~~ program for ~~trading,~~providers ~~will be subject~~ to aoffer ~~Securities~~their ~~and~~patients ~~Exchange~~monitoring ~~Commission~~at ~~rule~~no ~~that~~cost ~~imposes special sales practice requirements upon broker-dealers who sell such securities~~ to ~~persons other than established customers or accredited stockholders. For purposes of~~ the ~~rule,~~provider ~~the phrase “accredited stockholders” means, in general terms, institutions with assets in excess of $5,000,000,~~ or ~~individuals having a net worth in excess of $1~~patient,~~000,000~~ oralthough ~~having~~many ancustom ~~annual~~programs ~~income~~will ~~that exceeds $200,000~~be ~~(or that, when combined with a spouse’s income, exceeds $300,000)~~created. ~~For~~The ~~transactions~~functionality ~~covered~~exists byto ~~the~~provide ~~rule,~~custom ~~the~~programs ~~broker-dealer must make a special suitability determination~~ for ~~the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively~~providers, ~~this~~health ~~discourages~~systems ~~broker-dealers~~and ~~from executing trades in penny stocks~~employers. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

~~In addition, the Securities and Exchange Commission~~CareClix ~~has~~is ~~adopted~~ a ~~number~~leading oftelemedicine ~~rules~~provider toin ~~regulate~~the ~~“penny~~corrections ~~stocks"~~space. ~~Such~~Through ~~rules~~key ~~include~~partnerships ~~Rules~~and ~~3a51-1~~relationships, ~~15g-1,~~CareClix ~~15g-2,~~provides ~~15g-3, 15g-4,~~telemedicine ~~15g-5,~~services ~~15g-6,~~to ~~15g-7,~~those ~~and~~incarcerated ~~15g-9~~saving ~~under~~time ~~the Securities~~ and ~~Exchange~~money ~~Act~~for ~~of 1934, as amended. Because our securities constitute “penny stocks” within~~ the ~~meaning~~health ofsystem ~~the rules, the rules would apply to us~~ and toproviding ~~our~~better ~~securities.~~care ~~The~~for ~~rules will further affect~~ the ~~ability~~inmate ~~of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions~~patient.

~~Stockholders should be aware that, according~~We toare ~~the~~currently ~~Securities~~working ~~and~~with ~~Exchange~~our ~~Commission,~~over ~~the~~200 ~~market~~independent ~~for~~account ~~penny~~executives ~~stocks~~to ~~has~~expand ~~suffered~~its infootprint ~~recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related~~ to ~~the~~: ~~promoter~~health orprograms, ~~issuer;~~employer ~~(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading~~groups, ~~press releases; (iii) “boiler room” practices involving high~~third-~~pressure~~party ~~sales~~administrators, ~~tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid~~multi-~~ask~~specialty ~~differentials~~provider ~~and~~groups, ~~markups~~ACOs, bygovernments, ~~selling broker~~post-~~dealers;~~acute ~~and (v)~~care ~~the~~facilities, ~~wholesale dumping of the same securities by promoters~~ and ~~broker-dealers~~hospitals. ~~after~~We have ~~prices~~entered ~~have~~into ~~been~~an ~~manipulated~~agreement towith a ~~desired consequent~~major ~~investor~~international ~~losses.~~benefits ~~Our~~ management iscompany ~~aware~~to ofprovide ~~the~~our ~~abuses~~CareClix ~~that~~telemedicine ~~have occurred historically in the penny stock market. Although~~services ~~we do not expect~~ to beemployees ~~in a position to dictate the behavior~~ of ~~the~~multiple ~~market~~international or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securitiescompanies.

~~Investors~~In connection inwith ~~penny~~our ~~stocks~~business ~~have~~plan, ~~limited~~management ~~remedies in~~anticipates ~~the~~additional ~~event~~increases ofin ~~violations~~operating ofexpenses ~~penny~~and ~~stock~~capital ~~rules.~~expenditures relating ~~While~~to: ~~the~~(i) ~~courts~~expansion ~~are~~of ~~always~~telehealth ~~available~~operations tointernationally; ~~seek~~(ii) ~~remedies~~increased ~~for~~sales ~~fraud~~and ~~against~~staff ~~us,~~division; ~~most, if~~and ~~not~~(iii) ~~all,~~marketing expenses. ~~brokerages~~We ~~require~~intend ~~their~~to ~~customers~~finance tothese ~~sign~~expenses ~~mandatory~~with ~~arbitration~~increased ~~agreements~~revenues, infurther ~~conjunctions~~issuances ~~with~~of ~~opening~~securities, ~~trading~~and ~~accounts~~shareholder loans. ~~Such~~Thereafter, ~~arbitration~~we ~~may~~expect bewe ~~through~~will anneed ~~independent~~to ~~arbiter.~~raise ~~Stockholders~~additional ~~may~~capital ~~file~~and agenerate ~~complaint~~additional ~~with~~revenues ~~FINRA~~to ~~against~~meet ~~the~~long-term ~~broker~~operating ~~allegedly~~requirements. atAdditional ~~fault,~~issuances ~~and~~of ~~FINRA~~equity ~~may~~or beconvertible ~~the~~debt ~~arbiter,~~securities ~~under~~will ~~FINRA~~result ~~rules.~~in ~~Arbitration~~dilution ~~rules~~to ~~generally~~our ~~limit~~current ~~discovery~~shareholders. ~~and~~Further, ~~provide~~such securities ~~more~~might ~~expedient adjudication~~have rights, ~~but~~preferences ~~also~~or ~~provide~~privileges ~~limited~~senior ~~remedies~~to inour ~~damages~~common ~~usually~~stock. ~~only~~Additional ~~the~~financing ~~actual~~may ~~economic~~not ~~loss~~be inavailable upon ~~the~~acceptable ~~account.~~terms, ~~Stockholders~~or ~~should understand~~at ~~that~~all. ifIf aadequate ~~fraud~~funds ~~case~~are isnot ~~filed~~available anor ~~against~~are anot ~~company~~available inon ~~the~~acceptable ~~courts~~terms, itwe may not be able ~~vigorously~~to ~~defended and may~~ take ~~years~~advantage ~~and great~~of ~~legal~~prospective ~~expenses~~new ~~and~~business ~~costs~~endeavors toor ~~pursue~~opportunities, which ~~may~~could ~~not~~significantly beand ~~economically~~materially ~~feasible~~restrict our ~~for~~business ~~small stockholders~~growth.

~~Absent~~In March ~~arbitration~~2019, ~~agreements~~we initiated a private offering of convertible debt notes with an original principal amount of $10,000 ~~specific~~each, ~~legal~~with ~~remedies~~a ~~available~~total offering of up to ~~stockholders~~$3,000,000 in original principal amount. The offering was made to accredited investors and up to 35 non-accredited investors in reliance on the exemption from registration afforded by SEC Regulation D, Section 506. We sold a total of ~~penny~~$1,680,000 ~~stocks~~in ~~which~~principal ~~include~~amount of the ~~following:~~notes and then closed the offering in May 2019. The proceeds of the private offering was used in part for the cash consideration due at closing of the acquisition of the assets of the CareClix® telemedicine business and the balance was used for working capital to grow the existing business and the CareClix® business. The maturity date of the remaining outstanding notes was extended in 2020 for an additional year, with an increase in the interest rate.

22We commenced a second offering of convertible notes in October 2019, with an original principal amount of $10,000 each, with a total offering of up to $1,550,000 in original principal amount. The offering was made to accredited investors and up to 35 non-accredited investors in reliance on the exemption from registration afforded by SEC Regulation D, Section 506. We issued $100,000 in principal in 2019 and $1,450,000 in total principal then closed the offering in April 2020. The maturity dates of the remaining outstanding notes were extended in 2020 for an additional year, with an increase in the interest rate. The proceeds of the private offering were used to expand key staff, improve the software of the telehealth platform, and develop the software and infrastructure for chronic care remote patient monitoring program, the balance was used for working capital to grow the existing business and the CareClix® business.

~~Table~~Our current business plan will require additional working capital to expand our business operations and staff, which required an additional funding event beginning at the end of ~~Contents~~the 2020 fiscal year. A third convertible note offering currently has raised in excess of $300,000 to date and remains open in 2021 for funding up to $1,500,000. We believe we have sufficient working capital reserves to continue our current operations for the next twelve months from the date of this report and the additional funding is intended for expansion and technology development. We cannot make

If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.22

IfTable aof ~~penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.~~Contents

~~The~~any assurances ~~fact~~ that we ~~are a penny stock company~~ will ~~cause~~be ~~many~~able ~~brokers~~ to ~~refuse~~raise tosuch ~~handle~~funds ~~transactions in the stocks, and may discourage trading activity and volume,~~ or ~~result in~~whether ~~wide~~we ~~disparities~~would ~~between~~be ~~bid~~able ~~and~~to ~~ask~~raise ~~prices.~~such ~~These~~funds ~~may~~with ~~cause~~terms ~~stockholders~~that ~~significant~~are ~~illiquidity of the stock at a price at~~favorable ~~which they may wish~~ to ~~sell or in the opportunity to complete a sale~~us. ~~Stockholders will have no effective legal remedies for these illiquidity issues.~~

WECompany leadership ~~WILL~~has ~~PAY~~developed NOa ~~DIVIDENDS~~direct-to-consumer INproduct ~~THE~~in ~~FORESEEABLE~~response to the increased demand for telemedicine. The new product is ~~FUTURE~~called, “MyCareClix” and was launched in late 2020. MyCareClix is a product for individuals who are seeking telemedicine for themselves.

~~We have not paid dividends on our common stock~~The ~~and~~Company dohas ~~not~~launched ~~anticipate~~a ~~paying~~Chronic ~~such~~Care ~~dividends~~Remote inPatient ~~the~~Monitoring ~~foreseeable~~program ~~future.~~targeting ~~Stockholders~~providers ~~whose~~and ~~investment~~provider ~~criteria~~groups ~~are~~with ~~dependent~~a onturn-key ~~dividends~~solution ~~should~~for ~~not~~their ~~invest~~Medicare ~~in our common stock~~patients.

~~RULE~~In early ~~144~~2020, ~~SALES~~we INestablished ~~THE~~an ~~FUTURE~~independent ~~MAY~~reseller ~~HAVE~~team Awith ~~DEPRESSIVE~~a ~~EFFECT~~performance-based ONcompensation ~~OUR~~plan. We have built a team of over ~~STOCK~~200 ~~PRICE~~sales professionals as independent resellers and account executives. We expect significant growth as we seek to help fill the enormous demand for telehealth services across the globe. Our pipeline continues to grow.

~~The majority of our outstanding shares of common~~RESULTS ~~stock~~OF ~~are~~OPERATIONS ~~held~~FOR byTHE ~~our~~YEAR ~~present~~ENDED ~~officers,~~DECEMBER ~~directors~~31, ~~and~~2019 ~~affiliate~~COMPARED ~~stockholders~~TO asTHE ~~"restricted~~YEAR ~~securities"~~ENDED ~~within~~DECEMBER ~~the meaning of Rule 144 under the Securities Act of 1933~~31, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of one year. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.2018

~~OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SECURITIES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.~~Revenue

~~There may be substantial dilution to Solei~~We ~~Systems,~~recognized ~~Inc.~~net ~~stockholders~~revenue ~~as a result~~ of ~~future decisions of the Board to issue shares without shareholder approval for cash~~$1, ~~services~~521,371 orand ~~acquisitions. The current pending private offering of up to~~ $321,~~000,000~~022 induring ~~principal~~the ~~amount~~years ofended ~~convertible~~December ~~notes will~~31, if ~~issued,~~2019 ~~also~~and ~~result in substantial potential dilution in our common stock~~2018, asrespectively. ~~the~~Revenues ~~terms of conversion contained in the convertible~~were ~~notes~~from ~~allows a holder to elect to convert all or part of~~ the ~~principal~~sales ~~amount~~ of ~~each~~our ~~note,~~nutrition ~~plus~~supplement ~~interest~~in ~~accrued~~2019 atand 62018 ~~percent per annum~~($15,420 ~~to be converted into common stock at any time after an initial six month holding period~~ and ~~thereafter up to maturity~~$21, at022, arespectively) ~~conversion~~and ~~price~~from ~~equal~~sales to of ~~the~~CareClix ~~lowest~~telehealth services ~~three~~ (3$1,505,951) ~~Trading~~in ~~Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date of any such election~~2019.

~~ITEM~~Cost of ~~1B. UNRESOLVED STAFF COMMENTS.~~Revenue

~~None~~Cost of revenue consisted of product costs, service costs, an inventory impairment charge and fulfillment fees for supplement sales through the internet of $40,045 and $9,740 for the year ended December 31, 2019 and the year ended December 31, 2018 respectively; and of contracted services of $770,658 for telehealth services for the year ended December 31, 2019. The Company recognized cost of revenues of $810,703 and $9,740 during the years ended December 31, 2019 and 2018, respectively.

~~ITEM~~Stock-based Compensation ~~2. PROPERTIES.~~Expenses

~~REAL~~We recognized ~~ESTATE~~stock-based compensation expenses of $18,127,108 and $0 during the years ended December 31, 2019 and 2018.

~~None.~~General and Administrative Expenses

23During the year ended December 31, 2019, we incurred $2,266,398 in general and administrative expenses compared to $401,697 in the year ended December 31, 2018, an increase of $1,864,701. During the year ended December 31, 2019, we incurred $590,344 in salaries and benefits, $510,499 in software development, $465,445 in professional fees, and $700,110 in other general and administrative expenses. By comparison, during the year ended December 31, 2018, we incurred $120,000 in salaries and benefits, $171,992 in professional services and $109,705 in other general and administrative expenses.

~~Table~~Other Income of/ ~~Contents~~(Expenses) Net

~~OIL~~Interest expense ~~AND~~was ~~GAS~~$75,219 and $12,244 for the years ended December 31, 2019 and 2018, respectively. In addition, we reported $3,969,678 in debt discount and debt discount amortization relating to derivatives and a gain on the change in fair value for the derivatives of $1,353,100 for the year ended December 31, 2019.

~~None.~~Net Loss

~~PATENTS~~During the year ended December 31, ~~TRADE~~2019, ~~NAMES~~we incurred a net loss of $22,372,128 compared to a net loss of $402,659 in the year ended December ~~TRADEMARKS~~31, ~~AND~~2018, ~~COPYRIGHTS~~an increase of $21,969,469, due to the factors discussed above.

Patents – US 8691295 Patent is a composition of matter, granted in US and Philippines, pending in Canada. Expires on March 4, 2034. We do not directly own the patent for Panoxol. Our majority shareholder, CEO and Chairman, Charles O. Scott, owns the patent and licenses the product to CHII, our 100% wholly-owned subsidiary.23

~~Trademarks~~Table – Vasonoxol®. Our majority shareholder, CEO and Chairman, Charles O. Scott, owns the trademark and licenses it to CHII, our 100% wholly-owned subsidiary. Vasonoxol, U.S. Registration number: 5082860, date of registration: November 15, 2016, G & S: Dietary and nutritional supplements; Food supplements; Food supplements for vascular health. The Trademark License Agreement executed October 31, 2018 has a term of 5 years.Contents

~~ITEM~~LIQUIDITY AND 3.CAPITAL ~~LEGAL PROCEEDINGS.~~RESOURCES

We ~~are not currently involved in any litigation~~ ~~that~~had wecash ~~believe could have a material adverse effect~~ on ~~our~~hand ~~financial condition or results~~ of ~~operations. There is no action~~$9,446 ~~suite, proceeding,~~and ~~inquiry or investigation before or by any court~~$2,563 ~~public~~as ~~board,~~of ~~government~~December ~~agency~~31, ~~self-regulatory~~2019 ~~organization~~and ~~or body pending or~~2018, torespectively. ~~the~~We ~~knowledge~~completed ofa ~~the~~second ~~executive~~private ~~officers~~offering of convertible ~~our~~debt ~~company~~in orearly ~~any of our subsidiaries~~2020, ~~threatened~~raising ~~against~~a ortotal ~~affecting our~~of ~~company~~$1, ~~our common stock~~550,000 ~~any~~in offunding. ~~our~~Other ~~subsidiaries~~assets orconsisted of ~~our~~inventory ~~companies~~of or$4,185 ~~our~~and ~~subsidiaries’ officers or directors in~~$41,770 ~~their~~of ~~capacities~~December ~~as such~~31, in2019 ~~which an adverse decision could have a material adverse effect. We anticipate that we (including current~~ and ~~any~~2018, ~~future~~respectively, ~~subsidiaries) will from time to time become subject to claims~~ and ~~legal~~trade ~~proceedings~~receivables ~~arising in the ordinary course~~ of ~~business.~~$245,046 Itand is$0 ~~not~~as ~~feasible to predict the outcome~~ of ~~any~~December ~~such~~31, ~~proceedings~~2019 and ~~we cannot assure that their ultimate disposition will not have a materially adverse effect on our business~~2018, ~~financial condition, cash flows or results of operations~~respectively.

~~ITEM~~Liabilities consisted 4.of ~~MINE~~accounts ~~SAFETY~~payable ~~DISCLOSURE~~of trade creditors of $500,947, deferred revenue of $20,483, convertible notes, net of discounts of $363,122, of $186,878, accrued expenses to related parties of $1,660,250, stock issuable as compensation of $9,631,526, derivative liability of $628,932, deferred tax liability of $345 and loans due to an officer of the Company of $372,195.

~~Not~~There can ~~applicable~~be no assurance that we will have adequate capital resources to fund planned expansions or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund expansions, we may be required to delay, scale back or eliminate some or all of our planned expansion, which may have a material adverse effect on our future business, results of operations and ability to operate as a going concern.

~~PART~~Our revenues IIfrom operations increased in the year 2020 by nearly four times over 2019 and we anticipate a similar substantial growth in fiscal 2021 We have also commenced a third round of financing in late 2020 to support our technology development.

~~ITEM~~In evaluating 5the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt regarding the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (February 16, 2021). ~~MARKET~~Management ~~FOR~~considered ~~REGISTRANT~~the Company’Ss ~~COMMON~~current ~~EQUITY~~financial condition and liquidity sources, ~~RELATED~~including ~~STOCKHOLDER~~current ~~MATTERS~~funds ~~AND~~available, ~~ISSUER~~forecasted ~~PURCHASES~~future OFcash ~~EQUITY~~flows ~~SECURITIES~~and the Company’s conditional and unconditional obligations due before February 16, 2022.

~~Currently~~The Company ~~there~~ is nosubject ~~active~~to ~~public~~a ~~market for~~number ~~our~~of ~~common~~risks ~~shares,~~similar ~~although~~to wethose ~~have~~of aother ~~trading~~Telehealth ~~symbol (SOLI)~~companies, healthcare consulting companies and ~~the~~subscription based ~~Company’s~~businesses, ~~stock~~including ~~trades~~its dependence on ~~the~~outside ~~grey~~sources ~~market~~of ~~due~~capital, the Company’s ability to a ~~trading~~maintain ~~suspension~~and ingrow ~~2014~~its subscriber base, asuncertainty ~~detailed~~of ~~below.~~generation ~~Recently~~of ~~there~~revenues ~~has~~and ~~been~~positive acash ~~significant~~flow, ~~increase~~dependence inon ~~the~~key ~~trading~~individuals, ~~price~~risks ofassociated with ~~our~~research, ~~common stock~~development, testing, and insuccessful ~~the~~protection ~~average~~of ~~trading~~intellectual ~~volume~~property, ~~(e.g.,~~and ~~361,000~~the ~~shares~~Company’s ~~closing~~susceptibility to atinfringement ~~$0.16~~ on ~~March~~the ~~15,~~proprietary ~~2019)~~rights of others. ~~This~~The ~~activity~~attainment of profitable operations is ~~not~~dependent ~~the~~on ~~result~~future events, including ofobtaining ~~any~~adequate ~~efforts~~financing byto fulfill the Company’s togrowth ~~promote~~and ~~the~~operating ~~stock~~activities and ~~the~~generating ~~Company~~a ~~does~~level ~~not~~of ~~engage~~revenues adequate into ~~any~~support ~~stock~~the ~~promotion~~Company’s ~~activity~~cost structure.

OnThe Company ~~February~~has 3,experienced ~~2014,~~net ~~while~~losses weand ~~were~~significant ~~under~~cash ~~the care~~outflows ~~and~~from ~~control~~cash ofused ~~former~~in ~~management,~~operating ~~and~~activities over 3the past years. ~~prior~~As of toand ~~current~~for ~~management~~the ~~taking~~year ~~over,~~ended ~~SOLI~~December ~~was~~31, ~~relegated to “grey market" status. On that date~~2019, the ~~Securities~~Company ~~and~~had ~~Exchange~~an ~~Commission~~accumulated indeficit ~~Release~~of ~~No. 71465~~$24,144,620, ~~temporarily~~a ~~suspended~~net ~~trading~~loss of $22,371,128, ~~250~~and ~~OTC~~cash ~~companies~~used ~~due~~in tooperating ~~questions~~activities ~~about~~of ~~"the~~$821,749. ~~accuracy~~As ~~and adequacy~~ of ~~publicly~~and ~~disseminated~~for ~~information concerning~~ the ~~companies’ operating~~year ~~status."~~ended ~~Trading~~December in31, ~~common stock of Solei Systems~~2018, ~~Inc.~~the ~~(SOLI)~~Company ~~was~~had ~~temporarily~~an ~~suspended~~accumulated deficit ~~under~~of ~~that action and~~$1, as772,492 a ~~direct~~net ~~result,~~loss ~~the~~of ~~common~~$402,659, ~~stock~~and ~~was~~cash ~~removed~~used ~~from~~in ~~trading~~operating onactivities ~~the~~of ~~OTC Link Markets~~$68,054.

~~The~~In the ~~Company~~past ~~(SOLI)~~the Company has ~~been~~financed ~~trading~~operations onthrough ~~the grey~~loans ~~market~~from ~~since~~an ~~February~~Officer ~~2014.~~of Inthe ~~June~~Company ~~2017~~and ~~the~~two ~~control~~private ~~block~~offerings of ~~SOLI~~convertible debt. ~~was~~The ~~purchased~~Company also plans to support its operations by ~~Charles~~continuing ~~Scott~~to ~~from~~raise ~~Paul~~the ~~Spivak~~additional incapital ~~private~~until the planned operating ~~sale,~~results atare ~~which~~achieved. ~~time~~The Company business plan calls for significant expansions of the ~~old~~current ~~Company~~business ~~management~~and ~~was~~consideration ~~removed,~~of potential mergers and ~~new~~additional ~~management~~funding ~~put~~will inbe ~~place~~required to support these expansion efforts.

24The Company is unable to predict the extent of any future losses or when the Company will become profitable. Any debt financing, if available, may include potential restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its current operations or (ii) relinquish or otherwise dispose of rights to technologies or products on unfavorable terms. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.

~~Table of Contents~~24

NoTable ~~members~~ of prior management are currently involved in management of the Company, nor have any been involved in the management of the Company in any way since June 2017, nor is it conceivable to current management that they will be involved in the future.Contents

ItWithout raising additional capital there is ~~the~~substantial ~~intention~~doubt ofabout the ~~current~~Company’s ~~management~~ ability to ~~move~~continue ~~from~~as ~~the~~a ~~grey~~going ~~market~~concern tothrough February ~~the OTCQB~~16, as2022. aThe ~~fully~~accompanying ~~reporting~~consolidated ~~SEC~~financial ~~filer.~~statements Tohave ~~this~~been ~~end,~~prepared ~~current~~assuming ~~management~~that ~~anticipates~~the ~~securing~~Company will continue as a ~~market~~going ~~maker~~concern. This basis of accounting contemplates the recovery of the Company’s ~~sponsorship~~assets and the satisfaction of liabilities in the normal course of business. A successful transition to ~~file~~attaining profitable operations is dependent upon achieving a ~~new~~level of ~~Form~~positive ~~211~~cash flows adequate to ~~resume~~support ~~quotation~~the onCompany’s ~~OTC~~cost ~~Markets~~structure.

~~Holders.~~Use of Cash:

As of December 31, 2018, there are approximately 565 record holders of 116,410,890 shares of our common stock.

	Year Ended December 31, 2019			Year Ended December 31, 2018

Net Cash Used in Operating Activities	$	(821,749	)	$	(68,054	)
Net Cash Used in investing Activities		(1,000,000	)		—
Net Cash Provided by Financing Activities		1,828,632			63,279
Net Increase (Decrease) in Cash	$	6,883		$	(4,775	)

~~Our transfer agent is Securities Transfer Corporation,~~Operating ~~2901 Dallas Parkway, Suite 380, Plano, Texas, 75093. Their telephone number is (469) 633-0101.~~Activities

~~Dividends~~Net Cash used in operating activities amounted to ($821,749) during the year ended December 31, 2019. The Company incurred a net loss of $22,372,128 for the year ended December 31, 2019. Cash flows from operating activities were impacted by the following amounts.

AsRelated party ofpayable ~~the~~increased ~~filing~~by of$372,000. ~~this~~Inventory ~~Form~~and ~~10-K,~~an weinventory ~~have not~~write-off ~~paid~~increased ~~any~~by ~~dividends~~$7,820 toand ~~stockholders~~$29,765, respectively. Accrued ~~There~~expenses ~~are~~increased noby ~~restrictions~~$535,325. ~~which~~Similarly, ~~would~~stock ~~limit~~compensation ~~our~~expense ~~ability~~increased toby ~~pay~~$18,127,108. ~~dividends~~Prepaid onexpense decreased ~~common~~by ~~equity or~~$15,600, ~~that~~deferred ~~are~~revenue ~~likely~~increased toby do$20,483. soAccounts inreceivable ~~the~~decreased ~~future~~by ($256,007). ~~The~~Depreciation ~~Florida~~and amortization ~~Revised~~and ~~Statutes,~~bad ~~however,~~debt doexpense ~~prohibit~~increased usby ~~from~~$101,601, ~~declaring~~and ~~dividends where~~$10, ~~after~~961, ~~giving~~respectively. ~~effect~~Amortization toof the ~~distribution~~debt ofdiscount increased ~~the~~by ~~dividend;~~$3,969,678. weGain ~~would~~in ~~not~~the befair ~~able~~value toof ~~pay~~the ~~our~~derivative ~~debts~~liability asdecreased ~~they~~($1,353,100). ~~become~~By ~~due~~comparison, induring the ~~usual~~ ~~course~~year ofended ~~business;~~December or31, ~~our~~2018, ~~total~~we ~~assets~~incurred ~~would~~a benet ~~less~~loss ~~than the sum~~ of ~~the~~$402,659 ~~total~~offset ~~liabilities~~by ~~plus~~an ~~the~~increase ~~amount~~in ~~that~~related ~~would~~party beaccruals ~~needed~~of $318,500, todecrease ~~satisfy~~in ~~the~~inventory ~~rights~~ of ~~stockholders~~$6,235, ~~who~~increase ~~have~~in ~~preferential~~accounts ~~rights~~payable ~~superior~~of to$6,720 ~~those~~and ~~receiving~~amortization ~~the~~of ~~distribution~~$3,150.

~~Preferred shares.~~Investing Activities

We incurred ~~are authorized to issue 50~~$1,000,000 ~~shares of~~in ~~Preferred~~cash ~~Stock~~used ~~with~~in ~~$0.001~~acquisition ~~par~~in ~~value (~~the ~~"Preferred~~year ~~Stock")~~ended ~~with~~December ~~such relative rights~~31, ~~preferences~~2019. ~~and~~We ~~designations as~~neither ~~may~~generated benor ~~determined~~used byfunds ~~our Board of Directors~~ in ~~its~~investing activities ~~sole~~during ~~discretion upon~~ the ~~issuance~~year ofended ~~any~~December ~~shares~~31, ~~of Preferred Stock~~2018.

~~No shares of Preferred Stock are issued or~~Financing ~~outstanding.~~Activities

~~Securities~~During the ~~Authorized~~year ~~for~~ended ~~Issuance~~December ~~Under~~31, 2019, we received $48,632 by way of loans and advances from our controlling shareholder and CEO, and ~~Equity~~$1,780,000 ~~Compensation~~net ~~Plans~~increase in proceeds of convertible notes. By comparison during the year ended December 31, 2018, we received $63,279 by way of loans and advances from our controlling shareholder.

~~None.~~CRITICAL ACCOUNTING POLICIES

~~Recent~~All companies ~~Sales~~are required to include a discussion of ~~Unregistered~~critical ~~Securities~~accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

WeOur significant ~~have~~accounting ~~sold~~policies ~~securities~~are described in ~~the~~Note ~~past~~1 ~~three~~to ~~years without~~our ~~registering~~Financial ~~the~~Statements. ~~securities~~These ~~under~~policies were selected because they represent the ~~Securities~~more ~~Act~~significant accounting policies and methods that are broadly applied in the preparation of ~~1933~~our asfinancial ~~shown~~statements. However, ~~below:~~it should be noted that we may acquire a new operating business. The critical

~~We issued 8,751,000 shares to the shareholders of Clinical & Herbal Innovations, Inc. for the share exchange purchase on November 5, 2017 under Section 4(a)(2) of the Securities Act of 1933.~~25

~~Issuer~~Table ~~Purchases~~ of ~~Equity Securities~~Contents

Weaccounting policies ~~repurchased~~and ~~50,000~~estimates ~~shares~~for ofsuch ~~our~~new ~~common stock~~operations ~~for $5~~will,~~000~~ ~~dollars~~in ~~during~~all ~~the year ended December 31~~likelihood, ~~2017~~be assignificantly ~~part~~different offrom ~~the~~our ~~change~~current ofpolicies ~~control~~and estimates.

~~ITEM 6. SELECTED FINANCIAL DATA.~~Inflation

~~Not~~In the ~~applicable~~opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

25Off-Balance Sheet Arrangements

~~Table~~Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of ~~Contents~~operations, liquidity, capital expenditures, or capital resources that are material to investors. As of December 31, 2019, and December 31, 2018, we have no off-balance sheet arrangements.

~~ITEM~~Accounting for ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Acquisitions

~~Forward~~In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired, and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-~~Looking~~related ~~Statements~~costs and fees associated with asset acquisitions and immediately ~~Associated~~expense ~~Risks~~acquisition-related costs and fees associated with business combinations.

~~This form 10-K contains certain statements~~Income that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate, or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.Taxes

~~Based~~The Company onaccounts ~~our~~for ~~financial~~income ~~history~~taxes ~~since~~under FASB ASC 740 “INCOME TAXES.” Under the asset and liability method of FASB ~~inception~~ASC 740, ~~our~~deferred ~~auditor~~tax ~~has~~asset ~~expressed~~and ~~substantial~~liabilities ~~doubt~~are asrecognized tofor ~~our~~the ~~ability~~future tax consequences attributable to ~~continue~~differences asbetween the afinancial ~~going~~statements ~~concern~~carrying amounts of existing assets and liabilities and their respective tax basis. AsDeferred ~~reflected~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~accompanying~~years in which those temporary ~~financial~~differences ~~statements~~are expected to be recovered or settled. Under FASB ASC 740, asthe effect on deferred tax assets and liabilities of a ~~December~~change ~~31,~~in ~~2018,~~tax werates ~~had~~is anrecognized ~~accumulated~~in ~~deficit~~income ~~totaling~~in ~~($1,772,492)~~the period the enactment occurs. ~~This~~A ~~raises~~valuation ~~substantial~~allowance ~~doubts~~is provided for certain ~~about~~deferred ~~our~~tax ~~ability~~asset toif ~~continue~~it asis amore ~~going~~likely ~~concern~~than not that the Company will not realize tax assets through future operations.

~~PLAN~~Valuation allowances OFare ~~OPERATIONS~~established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred losses for financial-reporting and tax-reporting purposes since inception. Accordingly, for federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the years ended December 31, 2019 except for $345 and entirely for 2018.

~~We have been in operation since 2011, and our~~CRITICAL ~~patented~~ACCOUNTING ~~nutritional supplement, “Panoxol,” has been produced and sold since 2011.~~POLICIES

~~We typically update our budget on a quarterly~~Our ~~basis~~significant toaccounting ~~adjust~~policies ~~for~~are ~~the~~disclosed ~~current~~in ~~market~~Note ~~conditions.~~1 ~~Any or all~~ of ~~the~~our ~~budget~~Financial ~~categories may change. None of the line items are to~~Statements beincluded ~~considered~~elsewhere ~~fixed~~in orthis ~~unchangeable.~~Form ~~We may need substantial additional capital to support our operational plans~~10-K.

~~We expect that working capital requirements~~ITEM ~~will continue to be funded through a combination of our existing funds, shareholder loans and further issuances of securities~~7A. ~~Our~~ ~~working~~QUANTITATIVE ~~capital~~AND ~~requirements~~QUALITATIVE ~~are~~DISCLOSURES ~~expected~~ABOUT toMARKET ~~increase in line with the growth of our business~~RISK.

~~In connection with our business plan, management~~We ~~anticipates~~are ~~additional~~a ~~increases~~smaller inreporting ~~operating~~company ~~expenses~~as ~~and~~defined ~~capital~~by ~~expenditures~~Rule ~~relating~~12b-2 ~~to: (i) increasing key staff, acquisition~~ of ~~inventory,~~the ~~and~~Securities ~~rebranding~~Act ~~product; (ii) increased sales and staff division; and (iii) marketing expenses. We intend to finance these expenses with further issuances~~ of ~~securities,~~1934 and shareholder loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not ~~available or~~required ~~are not available on acceptable terms, we may not be able~~ to ~~take~~provide ~~advantage~~the ~~of prospective new business endeavors or opportunities,~~information ~~which~~under ~~could~~this ~~significantly and materially restrict our business operations~~item.

In March, 2019, we initiated a private offering of convertible debt notes with an original principal amount of $10,000 each, with a total offering of up to $3,000,000 in original principal amount. The offering is being made to accredited investors and up to 35 non-accredited investors in reliance on the exemption from registration afforded by SEC Regulation D, Section 506. If successful, the proceeds of the private offering will be used in part for the cash consideration due at closing of the proposed acquisition of the assets and operations of KB Medical Systems, LLC, including the CareClix™ telemedicine business and for working capital to grow the existing business and the CareClix™ business to be acquired. We are also investigating other possible acquisitions in the healthcare and technology areas.26

~~Our~~Table ~~current business plan will require additional working capital to expand our business operations and staff, which we anticipate will require an additional funding event by the end~~ of ~~the 2019 fiscal year.~~Contents

26ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Table~~CARECLIX HOLDINGS, ~~of Contents~~INC.

~~We cannot give any assurances that we will~~FINANCIAL be able to raise additional funds for our budget as proposed. Further, we believe we need to raise additional funds to support our proposed growth budget. We cannot make any assurances that we will be able to raise such funds or whether we would be able to raise such funds with terms that are favorable to us.STATEMENTS

~~Our~~For the ~~plan~~years ofended ~~operations~~December is31, as2019 ~~follows:~~and 2018

MILESTONES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-1
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2019 AND 2018			F-2
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019, AND 2018			F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018			F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018			F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			F-6

2nd Quarter 2019		Hire key staff, improve branding for product re-release,
3rd Quarter 2019		Increasing staff, replenish line of credit, purchase of inventory, Continued sales of product and revenues
4th Quarter 2019		Scale up advertising, Clinical Trial and expand product line, Continued sales of product and revenues
1st Quarter 2020		Increase advertising and product sales, increase revenues, potential acquisition of telemedicine company

WeTable ~~will need substantial additional capital to support our proposed growth strategy and to continue operations. We have no committed source for any funds as~~ of the date of this filing, although the private offering of convertible debt up to $3,000,000 is currently underway. We will need additional working capital even if the private offering is fully subscribed. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales growth, and could fail in business as a result of these uncertainties.Contents

~~The independent registered public accounting~~Report ~~firm’s report on our financial statements as~~ of ~~December~~Independent ~~31,~~Registered ~~2018,~~Public ~~includes~~Accounting ~~a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.~~Firm

~~RESULTS~~To OFthe ~~OPERATIONS~~Board ~~FOR~~of ~~THE~~Directors ~~YEAR~~and ~~ENDED~~Stockholders of ~~DECEMBER~~CareClix 31Holdings, ~~2018 COMPARED TO THE YEAR ENDED DECEMBER 31, 2017~~Inc.

~~Revenue~~Opinion on the Financial Statements

We ~~recognized~~ ~~net~~have ~~revenue~~audited the accompanying consolidated balance sheet of ~~$21~~CareClix Holdings,~~022~~ Inc. (“Company”) as of December 31, 2019 and ~~$22~~the related consolidated statements of operations,~~355~~ ~~during~~stockholders’ deficit and cash flows for the ~~years~~year ended December 31, ~~2018~~2019, and ~~2017,~~the ~~respectively~~related notes (collectively referred to as the “financial statements”). ~~Revenues~~In ~~were~~our ~~from~~opinion, the ~~sales~~financial statements present fairly, in all material respects the financial position of ~~our~~the ~~nutrition~~Company as ~~supplement.~~of December 31, 2019 and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

~~Cost~~Going Concern ~~of Revenue~~Uncertainty

~~We recognized~~The ~~cost~~accompanying offinancial ~~revenues~~statements ofhave ~~$9,740~~been ~~and~~prepared ~~$9,597~~assuming ~~during~~that the ~~years~~Company ~~ended~~will ~~December~~continue 31as a going concern. As discussed in Note 1 to the financial statements, ~~2018~~the Company has suffered recurring losses from operations and ~~2017,~~negative ~~respectively~~cash flows from operating activities. ~~Cost~~This ofraises ~~revenue~~substantial ~~consisted~~doubt about the Company’s ability to continue as a going concern. Management’s evaluation of ~~product~~the ~~costs~~events and ~~fulfillment~~conditions ~~fees~~and ~~for~~management's ~~sales~~plans ~~through~~regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the ~~internet~~outcome of this uncertainty. Our opinion is not modified with respect to that matter.

~~Gross~~Basis for ~~Profit / (Loss)~~Opinion

~~Gross~~These ~~profit~~financial ~~was~~statements ~~$11,282~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~$12,758~~are ~~for~~required to be independent with respect to the ~~years~~Company ~~ended~~in ~~December~~accordance with ~~31,~~the ~~2018~~U.S. Federal securities laws and ~~2017,~~the ~~respectively~~applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~General~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and ~~Administrative~~perform ~~Expenses~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~During~~Our audit included performing procedures to assess the ~~year~~risks ~~ended~~of ~~December~~material ~~31,~~misstatement ~~2018,~~of wethe ~~incurred~~financial ~~$401~~statements,~~697~~ inwhether ~~general~~due to error or fraud, and ~~administrative~~performing ~~expenses~~procedures ~~compared~~that respond to ~~$369,636~~those inrisks. ~~the~~Such ~~year ended~~procedures ~~December~~included 31examining, ~~2017,~~on ana ~~increase~~test ~~of $32~~basis,~~061.~~ ~~During~~evidence regarding the ~~year~~amounts ~~ended~~and ~~December~~disclosures ~~31,~~in ~~2018,~~the wefinancial ~~incurred~~statements. ~~$120,000~~Our inaudit ~~officer~~also ~~compensation, $102,000~~included inevaluating ~~rent~~the ~~and~~accounting ~~management~~principles used ~~fees~~and tosignificant aestimates ~~related~~made ~~party,~~by ~~$171~~management,~~992~~ inas ~~professional~~well ~~fees,~~as ~~and~~evaluating ~~$7,705~~the inoverall ~~other~~presentation ~~general~~of ~~and~~the ~~administrative expenses~~financial statements. We believe that our audit process a reasonable basis for our opinion.

27We have served as the Company’s auditors since 2020.

~~Table~~/s/ Rosenberg ofRich ~~Contents~~Baker Berman, P.A.

~~By comparison~~Somerset, ~~during~~New the year ended December 31, 2017, we incurred $120,000 in officer compensation, $102,000 in rent and management fees to a related party, $128,280 in professional fees, $19,356 in other general and administrative expenses. Jersey

~~Operating~~February 16, ~~Loss~~2021

During the year ended December 31, 2018, we incurred an operating loss of $390,415 compared to an operating loss of $356,878 in the year ended December 31, 2017, an increase of $33,537, due to the factors discussed above.F-1

~~Interest~~Table ~~and~~of ~~Other Income / (Expenses) Net~~Contents

~~Interest~~CARECLIX ~~expense was $12~~HOLDINGS,~~244~~ ~~and $9,961 for the years ended December 31, 2018 and 2017, respectively~~INC.

~~Net~~CONSOLIDATED BALANCE ~~Loss~~ SHEETS

During the year ended December 31, 2018, we incurred a net loss of $402,659 compared to a net loss of $366,839 in the year ended December 31, 2017, an increase of $35,820, due to the factors discussed above.

	December 31, 2019			December 31, 2018
Assets
Current assets:
Cash	$	9,446		$	2,563
Accounts receivable		245,046			—
Prepaid insurance		15,600			—
Inventory		4,185			41,770
Total current assets		274,277			44,333

Equipment, net		53,317			8,400

Other Assets:
Intangible assets, net		925,266			—
Goodwill		828,216			—
Total assets	$	2,081,076		$	52,733

Liabilities
Current Liabilities:
Accounts payable and accrued expenses	$	500,947		$	6,720
Deferred revenue		20,483			—
Related party payable		1,660,250			1,288,250
Related party loans		372,195			323,563
Convertible notes, net of $363,122 discount		186,878			—
Derivative liability		628,932			—
Payables to be settled with stock		9,631,526			—
Total current liabilities		13,001,211			1,618,533

Deferred tax liability		345			—
Total liabilities		13,001,556			1,618,533

Commitments and contingencies (refer to Note 11)

Stockholders’ Deficit
Preferred stock: $0.001 par value; authorized 50,000,000 shares; no shares issued and outstanding		—			—
Common stock: $0.001 par value; authorized 300,000,000 shares; issued and outstanding: 183,631,052 and 116,410,890 shares at December 31, 2019 and December 31, 2018, respectively		183,631			116,411
Additional paid in capital		13,040,509			90,281
Accumulated deficit		(24,144,620	)		(1,772,492	)
Total stockholders’ deficit		(10,920,480	)		(1,565,800	)
Total liabilities and stockholders’ deficit	$	2,081,076		$	52,733

~~Provision~~See Accompanying ~~for~~Notes ~~Income~~to ~~Tax~~Consolidated Financial Statements

~~No provision for income taxes was recorded in either the years ended December 31, 2018 or 2017, as we have incurred taxable losses in both periods.~~F-2

~~LIQUIDITY AND~~Table ~~CAPITAL~~of ~~RESOURCES~~Contents

~~We had cash on hand of $2,563 and $7,338 as~~CARECLIX ~~of December 31~~HOLDINGS, ~~2018 and 2017, respectively~~INC. ~~Other assets consisted of inventory and an intangible asset (website) that is being amortized.~~

~~Liabilities consisted of accounts payable of~~CONSOLIDATED ~~$6,720~~STATEMENTS toOF trade creditors and $15,750 to a related party, accrued expenses to related parties of $1,272,500, and loans to an officer of the Company of $323,562. Most of the accrued expenses are officers’ and related party salaries and accrued rent for our offices.OPERATIONS

We have financed operations through loans from an officer of the Company. The officer has indicated continued funding for operations for the near term. We are currently seeking to expand the sales of our supplement and possibly other products. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

	December 31, 2019			December 31, 2018


Revenues, net of returns	$	1,521,371		$	21,022
Cost of revenue		810,703			9,740
Gross Profit		710,668			11,282

Operating expenses:
Stock-based compensation		18,127,108			—
General and administrative		2,266,398			401,697
Total operating expenses		20,393,506			401,697

Loss from operations		(19,682,838	)		(390,415	)

Other income (expenses):
Interest income		2,852			—
Interest expense		(75,219	)		(12,244	)
Change in fair value of derivative liability		1,353,100			—
Amortization of debt discount		(3,969,678	)		—
Total other income (expenses)		(2,688,945	)		(12,244	)

Net loss before income tax		(22,371,783	)		(402,659	)

Income tax expense		(345	)		—
Net loss	$	(22,372,128	)	$	(402,659	)

Net loss per share, basic and diluted	$	(0.18	)	$	(0.00	)

Weighted average shares used in computation of net loss- basic and diluted		121,221,276			116,410,890

~~It is our current intention to seek to raise~~See ~~debt~~Accompanying ~~and/or~~Notes ~~equity financing~~ to ~~meet~~Consolidated ~~ongoing~~Financial ~~operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders~~Statements. ~~There is no assurance that this series of events will be satisfactorily completed.~~

Future losses are likely to occur as, until we are able to expand operations or merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as income is not able to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2018 and 2017, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. F-3

28Table of Contents

~~Table~~CARECLIX HOLDINGS, ~~of Contents~~INC.

~~Use~~CONSOLIDATED ofSTATEMENTS ~~Cash:~~OF STOCKHOLDERS’ DEFICIT

	Year Ended December 31, 2018			Year Ended December 31, 2017
							Additional
Net Cash Used in Operating Activities	$	(68,054	)	$	(36,469	)
	Common						Paid-in		Accumulated
Net Cash Provided (Used In) by Investing Activities		—			—
	Shares			Amount			Capital		Deficit			Total
Net Cash Provided by Financing Activities		63,279			41,050
Balance, December 31, 2017		116,410,890		$	116,411		$	90,281	$	(1,369,833	)	$	(1,163,141	)
Net Movement in Cash and Cash Equivalents	$	(4,775	)	$	4,581
Net loss		—			—			—		(402,659	)		(402,659	)
Balance, December 31, 2018		116,410,890			116,411			90,281		(1,772,492	)		(1,565,800	)
Net loss		—			—			—		(22,372,128	)		(22,372,128	)
Cancellation of shares		(12,606,500	)		(12,607	)		12,607		—			—
Shares issued for services		64,164,188			64,164			8,431,418		—			8,495,582
Shares issued on note conversion		12,967,862			12,968			1,258,130		—			1,271,098
Shares issued for acquisition		2,694,612			2,695			897,305		—			900,000
Conversion of derivative liability		—			—			2,350,768		—			2,350,768
Balance, December 31, 2019		183,631,052		$	183,631		$	13,040,509	$	(24,144,620	)	$	(10,920,480	)

~~Operating~~See Accompanying ~~Activities~~Notes to Consolidated Financial Statements.

During the year ended December 31, 2018, we incurred a net loss of $402,659. This was offset by an increase in related party accruals of $318,500, increase of accounts payable of $6,720, decrease in inventory of $6,235, and amortization of $3,150. By comparison, during the year ended December 31, 2017, we incurred a net loss of $366,839 offset by an increase in related party accruals of $318,000, decrease in inventory of $9,220, and amortization of $3,150.F-4

~~Investing~~Table ~~Activities~~of Contents

~~We neither generated~~CARECLIX ~~nor used funds in investing activities during the years ended December 31~~HOLDINGS, ~~2018 and 2017~~INC.

~~Financing~~CONSOLIDATED STATEMENTS ~~Activities~~OF CASH FLOWS

During the year ended December 31, 2018, we received $63,279 by way of loans and advances from our controlling shareholder. By comparison during the year ended December 31, 2017, we received $46,050 by way of loans and advances from our controlling shareholder, offset by repurchasing $5,000 of our own stock.

	Year ended December 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(22,372,128	)	$	(402,659	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		101,601			3,150
Bad debt		10,961			—
Impairment of inventory		29,765			—
Amortization of debt discount		3,969,678			—
Gain on change in fair value of derivative liability		(1,353,100	)		—
Stock compensation		18,127,108			—
Deferred tax liability		345			—
Change in operating assets and liabilities:
Inventory		7,820			6,235
Prepaid insurance		(15,600	)		—
Deferred revenue		20,483			—
Accounts payable and accrued expenses		535,325			6,720
Related party payables		372,000			318,500
Accounts receivable		(256,007	)		—
Net cash used in operating activities		(821,749	)		(68,054	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition		(1,000,000	)		—
Net cash used in investing activities		(1,000,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes		1,780,000			—
Proceeds from related party loans		48,632			63,279
Net cash provided by financing activities		1,828,632			63,279

Net increase (decrease) in cash	$	6,883		$	(4,775	)
Cash, beginning of period		2,563			7,338
Cash, end of period	$	9,446		$	2,563

SUPPLEMENTAL INFORMATION
Interest Paid	$	19,593		$	12,244
Income Taxes Paid	$	—		$	—

Derivative liability at issuance of convertible notes	$	4,332,800		$	—
Shares issued for convertible notes principal and interest	$	1,271,098		$	—
Shares issued for acquisition	$	900,000		$	—

~~Commitments~~See Accompanying ~~and~~Notes ~~Contingent~~to ~~Liabilities~~ Consolidated Financial Statements.

~~We have no commitments or contingencies. Our office space and management fees are with a related party and on a month~~F-~~to-month basis.~~5

~~CRITICAL ACCOUNTING~~Table ~~POLICIES~~of Contents

~~All companies are required to include a discussion~~CARECLIX ~~of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis~~HOLDINGS, ~~we evaluate our critical accounting policies and estimates~~INC. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Our significant accounting policies are described~~NOTES inTO ~~Note~~THE 1CONSOLIDATED toFINANCIAL our Financial Statements. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates.STATEMENTS

~~Inflation~~Note 1. Nature of Business and Significant Accounting Policies

~~In the opinion of management, inflation has~~NATURE ~~not~~OF ~~and will not have a material effect on our operations in the immediate future.~~BUSINESS:

29The Company was organized on October 26, 2004 under the laws of the State of Florida as Eli Enterprises, Inc. The corporate name was changed in 2008 to Solei Systems, Inc. Effective April 9, 2020, the corporate name was changed to CareClix Holdings, Inc.

~~Table~~The Company ofis ~~Contents~~a holding company which had a wholly owned subsidiary, CHII, for the full year ended December 31, 2019 and a second wholly owned subsidiary, CareClix, Inc. commencing April 11, 2019. CHII is a supplement development company with a proprietary product. CareClix, Inc. is a Virginia corporation formed by the Company in April 2019 to receive proprietary and patent pending telemedicine operating software acquired by the Company.

~~Management~~A majority ~~will~~of ~~continue~~the tocommon ~~monitor inflation~~stock ~~and~~of ~~evaluate~~the Company is owned by Charles Scott, who controls the ~~possible~~shareholder ~~future~~vote ~~effects~~as a result. Mr. Scott is also Chairman of ~~inflation~~the onBoard ~~our~~of ~~business~~Directors and ~~operations~~Chief Executive Officer.

~~Off~~On October 20, 2017, the Company acquired Clinical & Herbal Innovations, Inc. (CHII) a Georgia corporation, in a share exchange. The transaction was treated as a capital transaction where the Company was treated as a non-~~Balance~~business ~~Sheet~~entity; ~~Arrangements~~therefore, the accounting for the merger was identical to that resulting from a reverse merger except that no goodwill or other intangible assets were recorded. For accounting purposes, CHII was treated as the accounting acquirer and has been presented as the continuing entity. The historical financial statements are those of CHII as of October 21, 2017, except for the shareholder equity portion. The financial statements are reported in this Report on a consolidated basis with the Company along with the financial statements of CareClix, Inc and CHII.

~~Per~~In April ~~SEC regulations~~2019, wethe ~~are~~Company ~~required~~acquired tothe ~~disclose our~~proprietary ~~off-balance~~CareClix® ~~sheet~~operating ~~arrangements~~software, and pending patent application for that ~~have~~software, the ordomain ~~are~~name ~~reasonably~~and ~~likely~~trademark tofor ~~have~~the asoftware ~~current~~and orother ~~future~~assets ~~effect~~of onKB ~~our~~Medical ~~financial~~Systems, ~~condition~~LLC, an unrelated company and the developer ~~such~~of asthe ~~changes~~CareClix® inoperating ~~financial~~systems ~~condition,~~for ~~revenues,~~telemedicine ~~expenses,~~providers. ~~results~~Under the terms of ~~operations~~the acquisition agreement, the Company formed ~~liquidity~~a new, ~~capital~~wholly ~~expenditures~~owned subsidiary CareClix, orInc., ~~capital~~to ~~resources~~acquire ~~that~~the ~~are~~CareClix® ~~material~~operating tosoftware ~~investors~~and pending patent and commenced a new operating business with the assets following the acquisition. AsOne of ~~December~~the 31two founders of KB Medical, ~~2018~~Dr. John Korangy, and one ~~December~~other 31employee of KB Medical also joined the Company. Although undertaken as an asset acquisition, in the accompanying financial ~~2017,~~statements wethe ~~have~~acquisition nohas ~~off-balance~~been ~~sheet~~treated ~~arrangements~~as a business combination under ASC 805.

~~Accounting~~Following the ~~for~~closing ~~Acquisitions~~ of the acquisition of the CareClix® software and related assets, Dr. John Korangy was appointed as a member of the Board of Directors of the Company and as CEO of CareClix, Inc.

~~In accordance with the guidance for business~~Commencing ~~combinations,~~April ~~we determine whether a transaction or other event is a business combination~~12, ~~which requires that the assets acquired~~2019, ~~and~~ ~~liabilities assumed constitute a business. Each business combination is then accounted for by applying~~ the ~~acquisition~~primary ~~method. If the assets acquired are not a~~ business, weof ~~account for~~ the ~~transaction~~Company orbecame ~~other~~telehealth ~~event~~through asits anwholly-owned ~~asset acquisition. Under both methods~~subsidiary, we ~~recognize the identifiable assets acquired~~CareClix, ~~the liabilities assumed, and any noncontrolling interest in the acquired entity~~Inc. The Inexisting ~~addition, for transactions that are~~ business ~~combinations, we evaluate the existence~~ of ~~goodwill~~Clinical orand aHerbal ~~gain~~Innovations, ~~from a bargain purchase~~Inc. We ~~capitalize~~remained ~~acquisition-related~~as ~~costs~~the sale and ~~fees~~distribution ~~associated~~of ~~with~~supplement ~~asset~~products ~~acquisitions and immediately expense acquisition-related~~through ~~costs~~December ~~and~~31, ~~fees associated with business combinations~~2019.

~~CRITICAL~~A SUMMARY OF THE COMPANY’S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

~~Our significant accounting policies are disclosed~~BASIS inFOR Note 1 of our Financial Statements included elsewhere in this Form 10-K. The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.CONSOLIDATION

~~Revenue~~The financial ~~Recognition~~statements and Notes of the Company were prepared on a consolidated basis with the wholly-owned subsidiaries, Clinical and Herbal Innovations, Inc. and CareClix, Inc. (as of April 2019) and all intercompany activities were eliminated in the consolidation.

~~In May 2014, the FASB issued ASU 2014-09, Revenue~~USE ~~from~~OF Contracts with Customers (Topic 606). This ASU is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company adopted the ASU on July 1, 2018, using the modified retrospective approach and applied the ASU only to contracts completed as of July 1, 2018.ESTIMATES

The preparation ~~Company~~of ~~recognizes~~financial ~~sales~~statements ~~revenue,~~in ~~net~~conformity ofwith generally accepted accounting principles requires management to make estimates ~~sales~~and ~~taxes~~assumptions that affect the reported amounts of assets and ~~estimated~~liabilities ~~sales~~and ~~returns,~~disclosure of contingent assets and liabilities at the ~~time~~date itof ~~sells~~the ~~merchandise~~financial tostatements and the ~~customer~~reported amounts of revenues and expenses during the reporting period. ~~The~~Such estimates and assumptions impact, ofamong ~~adopting~~others, the ~~ASU~~following: ~~was~~allowance ~~not~~for ~~material~~doubtful toaccounts, inventory obsolescence, the ~~financial~~fair ~~statements~~value of share-based payments, and the fair value of derivative liabilities. Actual results could differ materially from those estimates.

Product sales represent revenue from the sale of products and related shipping fees where we are the seller of record. Product sales and shipping revenues are recorded when the products are shipped and title passes to customers.F-6

~~Income~~Table ~~Taxes~~of Contents

~~The Company accounts for income taxes under~~CARECLIX ~~FASB ASC 740 “INCOME TAXES.” Under the asset and liability method of FASB ASC 740~~HOLDINGS, deferred tax asset and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basisINC. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax asset if it is likely than not that the Company will not realize tax assets through future operations.

~~Valuation allowances are established when necessary~~NOTES toTO ~~reduce~~THE ~~deferred~~CONSOLIDATED ~~tax~~FINANCIAL ~~assets to the amount expected to be realized. We have incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for~~STATEMENTS

30CASH AND CASH EQUIVALENTS

~~Table~~We consider highly liquid investments with maturity of ~~Contents~~three months or less cash equivalents. There were no cash equivalents as of December 31, 2019 and December 31, 2018.

~~Federal and state income tax purposes, the~~ACCOUNTS ~~benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the years ended December 31, 2018 and 2017.~~RECEIVABLE

~~Distinguishing~~Accounts receivable ~~Liabilities~~are stated at the amount management expects to collect from ~~Equity~~outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2019, and December 31, 2018, the Company had reserves of $0 and $0, respectively.

We rely on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. We first determine whether a financial instrument should be classified as a liability. We will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that we must or may settle by issuing a variable number of its equity shares.INVENTORY

~~Once~~Inventory is westated ~~determine~~at ~~that~~lower aof ~~financial~~cost ~~instrument should~~or ~~not~~net berealizable ~~classified~~value as(on a ~~liability,~~first wein-first ~~determine~~out ~~whether~~basis). ~~the~~The ~~financial~~inventory ~~instrument~~consisted ~~should~~of befinished ~~presented between the liability~~goods ~~section~~supplements. ~~and~~A ~~the~~total ~~equity section~~ of ~~the~~$29,765 ~~balance~~in ~~sheet~~inventory ~~(“temporary~~was ~~equity”).~~determined Weto ~~will~~be ~~determine~~impaired ~~temporary~~as ~~equity classification if the redemption~~ of ~~the~~December ~~financial~~31, ~~instrument~~2019 isleaving ~~outside~~an ~~the~~inventory ~~control~~ balance of ~~our Company (i~~$4,185.e. atThe ~~the~~impairment ~~option~~charge ofis ~~the~~included ~~holder).~~in ~~Otherwise, we~~cost ~~account~~of ~~for~~revenues in the ~~financial~~statement ~~instrument~~of ~~as permanent equity~~operations.

Inventory as of December 31, 2019 and December 31, 2018 was $4,185 and $41,770.

~~Inventory is stated at lower of cost or net~~BUSINESS realizable value (on a first in-first out basis). The inventory consists of finished goods supplements in 90 count and 120 count bottles. Inventory is also supplied to testing facilities to verify the potency and composition of the supplements. The company continues to closely monitor its inventory balances and to assess for obsolescence.COMBINATION

~~Initial~~The Company ~~Measurement~~accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within acquisition-related (income) expenses, net. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

WeThe estimated ~~record~~fair ~~our~~value ~~financial~~of ~~instruments~~acquired ~~classified as~~assets ~~liability,~~and ~~temporary~~assumed ~~equity~~liabilities orare ~~permanent~~determined ~~equity~~primarily atusing ~~issuance~~a discounted cash flow approach, with estimated cash flows discounted at a rate that the ~~fair~~Company ~~value,~~believes ora market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash ~~received~~flow streams.

~~Subsequent Measurement - Financial instruments~~EQUIPMENT, ~~classified as liabilities~~NET

~~We record the fair value of our financial instruments~~Equipment ~~classified~~is asstated ~~liabilities~~ at ~~each~~cost ~~subsequent~~less ~~measurement~~depreciation ~~date.~~and ~~The~~is ~~changes~~depreciated inover ~~fair~~their ~~value~~estimated ofuseful ~~our financial instruments classified as liabilities are recorded as other expense/income~~lives.

Share-based Compensation

	December 31, 2019			December 31, 2018
Equipment	$	71,750		$	15,750
Less: accumulated depreciation		(18,433	)		(7,350	)
Total	$	53,317		$	8,400

~~In accordance with ASC 718, Compensation~~The –estimated ~~Stock~~useful ~~Based~~life ~~Compensation,~~of ~~and~~equipment ~~ASC~~is ~~505,~~5 ~~Equity Based Payments to Non-Employees, we account for share-based payment using the fair value method~~years. ~~Common~~Depreciation ~~shares issued to third parties~~ for ~~non-cash consideration are valued based on~~ the ~~fair~~years ~~market value~~ended ofDecember ~~the~~31, ~~services~~2019 ~~provided~~and or2018 ~~the~~was ~~fair market value of the common stock on the measurement date~~$11,083 ~~whichever~~and ~~is readily determinable~~$3,150, respectively.

~~Recently Issued Accounting Pronouncements~~F-7

InTable ~~May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle~~ of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This standard is effective for fiscal years and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that period. Topic 606 is effective for the Company in the first quarter of fiscal 2019. We implemented ASU 2014-09 and related ASUs noted below on our consolidated financial statements for 2018.Contents

31CARECLIX HOLDINGS, INC.

~~Table~~NOTES TO ofTHE ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS

~~In February 2016, the FASB issued ASU 2016-02,~~GOODWILL aAND ~~lease~~INTANGIBLE standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.ASSETS

~~From~~Goodwill represents ~~March~~the ~~through~~excess ~~December~~of ~~2016,~~ the ~~FASB issued~~purchase ~~ASU~~price ~~2016-08, Revenue~~over ~~from~~the ~~Contracts~~fair ~~with~~value ~~Customers~~of ~~(Topic~~the ~~606): Principal~~net ~~versus~~tangible ~~Agent~~and ~~Considerations (Reporting~~intangible ~~Revenue~~assets ~~Gross~~acquired ~~versus~~in ~~Net), ASU~~a ~~2016-10, Revenue from Contracts with Customers (Topic 606): Identifying~~business ~~Performance~~combination. ~~Obligations~~Goodwill ~~and~~is ~~Licensing, ASU~~not ~~2016-11, Revenue~~amortized ~~Recognition~~but ~~(Topic~~is ~~606)~~tested ~~and~~for ~~Derivatives~~impairment ~~and~~annually ~~Hedging (Topic~~on ~~815): Rescission~~December of31 ~~SEC~~or ~~Guidance~~more ~~Because~~frequently ofif ~~Accounting~~events ~~Standards~~or ~~Updates~~changes in ~~2014-09~~circumstances ~~and~~indicate ~~2014-16~~that ~~Pursuant to Staff Announcements at~~ the ~~March~~asset 3,may ~~2016~~be ~~EITF Meeting, ASU No~~impaired. ~~2016-12, Revenue~~The ~~from~~Company’s ~~Contracts~~annual ~~with~~goodwill ~~Customers~~impairment ~~(Topic 606):Narrow-Scope~~test ~~Improvements~~resulted ~~and~~in ~~Practical~~no ~~Expedients and ASU No. 2016-20, Technical Corrections and Improvements~~impairment tocharges ~~Topic~~in ~~606,~~any ~~Revenue from Contracts with Customers. These amendments are intended to improve and clarify the implementation guidance~~ of ~~Topic 606. The effective date and transition requirements for~~ the ~~amendments~~periods ~~are~~presented ~~the~~in ~~same as~~ the ~~effective~~consolidated ~~date~~financial ~~and transition requirements of ASU No~~statements. ~~2014-09 and ASU No. 2015-14.~~

InOther intangible ~~August~~assets ~~2016,~~are ~~the~~reviewed ~~FASB~~for ~~issued~~impairment ~~ASU~~whenever ~~2016-15, Statement of~~events ~~Cash~~or ~~Flows~~changes ~~(Topic~~in ~~230)~~circumstances ~~Classification~~indicate ofthat ~~Certain~~carrying ~~Cash~~amounts ~~Receipts~~may ~~and~~not be ~~Cash Payments~~recoverable. ~~ASU~~For ~~2016~~long-15lived ~~eliminates the~~assets ~~diversity in practice related~~ to ~~the~~be ~~classification~~held ~~of certain cash receipts~~ and ~~payments for debt prepayment or extinguishment costs~~used, the ~~maturing~~Company ofrecognizes aan ~~zero-coupon~~impairment ~~bond,~~loss ~~the~~only ~~settlement~~if ofits ~~contingent~~carrying ~~liabilities arising from a business combination, proceeds~~amount ~~from~~is ~~insurance~~not ~~settlements,~~recoverable ~~distributions~~through ~~from~~its ~~certain~~undiscounted ~~equity~~cash ~~method~~flows ~~investees~~ and ~~beneficial~~measures ~~interests~~the ~~obtained~~impairment inloss abased ~~financial asset~~on ~~securitization.~~the ~~ASU~~difference ~~2016-15~~between ~~designates~~ the ~~appropriate cash flow classification, including requirements to allocate certain~~carrying ~~components~~amount ~~of these cash receipts~~ and ~~payments~~fair ~~among operating, investing and financing activities~~value. ~~The~~There ~~guidance~~were isno ~~effective~~impairment ~~for us~~losses ~~beginning after December 15, 2017, although early adoption is permitted. We implemented ASU 2016-15~~ in ~~2018~~2019.

~~In November 2016, the FASB issued ASU No. 2016-18, Statement~~LEASE of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force. ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We implemented ASU 2016-18 in 2018.ACCOUNTING

In February ~~January 2017~~2016, the FASB issued ASU ~~2017~~2016-0102, ~~Business~~ ~~Combinations~~Leases, codified as ASC 842 Leases (~~Topic~~“ASC ~~805~~842”). ~~Clarifying~~ASC 842 requires leases to be accounted for using a right-of-use model, which recognizes that, at the ~~Definition~~date of commencement, a ~~Business.~~lessee ~~The~~has ~~amendments~~a infinancial ~~this~~obligation to ~~Update~~make islease payments to ~~clarify~~the lessor for the ~~definition~~ ofright ato ~~business~~use ~~with~~the underlying asset during the ~~objective~~lease term. The lessee recognizes a corresponding right-of-use ~~adding~~asset ~~guidance~~related to ~~assist~~this ~~entities~~right. ~~with~~Prior ~~evaluating~~to ~~whether~~adopting ~~transactions~~ASC ~~should~~842, ~~be accounted~~the ~~for~~Company followed the lease accounting guidance as ~~acquisitions~~issued in ASC 840, Leases (or“ASC ~~disposals~~840”) ofunder ~~assets~~which the Company classified its leases as operating or ~~businesses.~~capital ~~The~~leases based ~~definition~~on evaluation of acertain ~~business~~criteria ~~affects~~of ~~many~~the ~~areas~~lease ofagreement. ~~accounting including~~Effective ~~acquisitions,~~January ~~disposals~~1, ~~goodwill~~2019, ~~and~~the ~~consolidation~~Company adopted ASC 842 . ~~The~~Lease liabilities ~~guidance~~and istheir ~~effective~~corresponding ~~for~~right-of-use ~~annual~~assets ~~periods~~are ~~beginning~~recorded ~~after~~based ~~December 15,~~on ~~2017,~~the ~~including~~present ~~interim~~value ~~periods~~of ~~within~~lease ~~those~~payments ~~periods~~over the expected remaining lease term. The ~~adoption~~Company ofalso ~~ASU~~applied ~~2017-01~~the ~~does~~practical ~~not~~expedient ~~have~~which aprovides ~~material~~an ~~impact~~additional ontransition ~~its~~method ~~financial~~which allows ~~statements~~entities to elect not to recast comparative periods presented.

~~In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment.~~ The ~~amendments in this update simplify~~ ~~the~~package ~~measurement~~ of ~~goodwill~~practical byexpedients ~~eliminating~~provided ~~Step~~by 2ASC ~~from the goodwill impairment test. Under this guidance~~842, anallowed ~~entity should perform its annual, or interim, goodwill impairment test by comparing~~ the ~~fair~~Company ~~value~~to offorgo areassessing ~~reporting unit with its carrying amount. An entity should recognize an impairment charge for~~ the ~~amount~~following byupon ~~which~~adoption ~~the~~of ~~carrying amount exceeds~~ the ~~reporting unit’s fair value;~~ ~~however,~~new ~~the~~standard: ~~loss~~(1) ~~should~~whether ~~not~~contracts ~~exceed~~contain ~~the~~leases ~~total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective~~ for ~~public~~ ~~companies~~any ~~for~~expired ~~the~~or ~~reporting~~existing ~~periods beginning after December 15~~contracts, ~~2019.~~(2) ~~Early~~the ~~adoption~~lease isclassification ~~permitted~~ for ~~interim~~any expired or ~~annual goodwill~~existing ~~impairment tests performed on testing dates after January 1~~leases, ~~2017. Although we cannot anticipate future goodwill impairment, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated~~ and, ~~therefore,~~(3) ~~does not~~initial ~~anticipate~~direct acosts ~~material impact on our financial statements. The current accounting policies and procedures are not anticipated to change, except~~ for ~~the~~any ~~elimination~~existing ofor ~~the~~expired ~~Step 2 analysis~~leases. ~~We currently are in the process of evaluating the impact of the adoption on our consolidated financial statements.~~

32In addition, the Company elected an accounting policy to exclude from the balance sheet the right-of-use assets and lease liabilities related to short-term leases, which are those leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

~~Table~~The standard did not have a material impact in the Company’s balance sheets or in the statement of ~~Contents~~operations.

~~In May 2017~~During 2019, the ~~FASB~~Company ~~issued~~subleased ~~ASU~~space Noin ~~2017-09 “Compensation-Stock Compensation~~a ~~(Topic~~commercial ~~718):~~property ~~Scope~~leased ofby ~~Modification Accounting”~~Mr. ~~ASU~~Scott, ~~2017-09 provides clarity and reduces both (i) diversity in practice and (ii) cost and complexity when applying~~ the ~~guidance~~majority ~~in Topic 718~~shareholder, ~~Compensation-Stock~~CEO ~~Compensation,~~and toChairman ~~a change~~of to the ~~terms~~Board ~~or conditions~~ of athe ~~share-based payment award~~Company. The ~~amendments~~sublease inhad ~~ASU~~been ~~2017-09~~on ~~provide guidance about which changes to the terms or conditions of~~ a ~~share~~month-~~based payment award require an entity~~ to-month ~~apply~~basis ~~modification accounting~~ in ~~Topic~~years ~~718.~~prior Anto ~~entity should~~2019; ~~account~~however, ~~for~~ the ~~effects~~Company ofentered into a ~~modification~~one ~~unless~~year ~~all~~short-term ~~three~~lease offor the ~~following~~property, ~~are~~with ~~met:~~no ~~(1)~~option ~~The~~for ~~fair~~renewal ~~value (~~or ~~calculated~~purchase, ~~value or~~effective ~~intrinsic~~January ~~value~~1, if2019. ~~such~~As ana ~~alternative~~month-to-month, short-term ~~measurement~~operating ~~method~~lease iswith ~~used)~~no ofvariable ~~the~~lease ~~modified~~payments ~~award is the same as the fair value (~~or ~~calculated~~ ~~value~~purchase or ~~intrinsic~~renewal ~~value~~option, ~~if such an alternative measurement is used) of~~ the ~~original~~Company ~~award~~elected ~~immediately before the original award is modified. If the modification does~~ not ~~affect any of the inputs~~ to ~~the~~create ~~valuation technique that the entity uses to value~~a ~~the~~right ~~award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions~~ of ~~the~~use ~~modified~~asset ~~award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award as an equity instrument~~ or alease liability ~~instrument~~and isinstead ~~the~~reported ~~same as~~ the classification of the original award immediately before the original award is modified. Note that the current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in ASU 2017short-~~09.~~term ~~ASU 2017-09~~lease ispayments ~~effective~~monthly ~~for~~as ~~all annual periods~~accrued, ~~and~~as ~~interim~~lease ~~periods within those annual periods, beginning after December 15, 2017,~~expense ~~with~~under ~~early adoption permitted. We are currently evaluating~~ the ~~effects~~practical ~~of ASU 2017-09 on our audited consolidated financial statements~~expedient.

~~Management has evaluated other recently issued~~FAIR ~~accounting~~VALUE ~~pronouncements~~OF ~~and~~FINANCIAL ~~does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.~~INSTRUMENTS

~~CONTROLS~~FASB ASC 820 “FAIR VALUE MEASUREMENTS AND ~~PROCEDURES~~DISCLOSURES,” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows.

~~Evaluation~~Level 1. ofObservable ~~Disclosure~~inputs ~~Controls~~such ~~and Procedures~~as quoted prices in active markets,

~~Our management conducted an evaluation, with~~Level ~~the~~2. ~~participation of our Chief Executive Officer~~Inputs, ~~who~~other isthan ~~our principal executive officer and our principal financial and accounting officer, of~~ the ~~effectiveness~~quoted ofprices ~~our disclosure controls and procedures (as defined~~ in ~~Rules~~ ~~13a-15(e)~~active ~~and 15d-15(e) under the Securities Exchange Act of 1934~~markets, ~~as amended (the “Exchange Act”)) as of the end of the period covered by this filing on Form 10-K. Based on~~ that ~~evaluation,~~are ~~we concluded~~observable ~~that~~either ~~because~~directly ofor ~~the material weakness and significant deficiencies in our internal control over financial reporting described below~~indirectly, ~~our disclosure controls~~ and ~~procedures were not sufficient as of December 31, 2018 and 2017.~~

~~Management’s Annual Report on Internal Control over Financial Reporting~~F-8

~~Management~~Table ~~is responsible for the preparation~~ of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.Contents

~~Management is responsible for establishing~~CARECLIX and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairlyHOLDINGS, ~~that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable~~INC. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

~~Our internal control over financial reporting~~NOTES ~~includes~~TO ~~policies~~THE ~~and~~CONSOLIDATED ~~procedures~~FINANCIAL that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.STATEMENTS

33Level 3. Unobservable inputs in which there is little or no market data which requires the reporting entity to develop its own assumptions.

~~Table~~Except as ofnoted ~~Contents~~below under convertible notes (see Convertible Notes, Note 6), the Company did not have any other assets or liabilities measured at fair market value on a recurring basis at December 31, 2019 and December 31, 2018. Additionally, the Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during the years ended December 31, 2019 and 2018.

WeThe convertible ~~conducted~~notes anembedded ~~evaluation~~derivative liability represents the fair value of the ~~effectiveness~~conversion option, contingent redemption and ofcontingent ~~our~~interest ~~internal~~features. ~~control~~There ~~over~~is ~~financial~~no ~~reporting,~~current ~~based~~observable onmarket ~~the~~for ~~framework~~these intypes ~~“Internal~~of ~~Control~~derivatives ~~Integrated Framework”~~and, ~~issued~~as bysuch, the ~~Committee~~Company ofdetermined the ~~Sponsoring~~fair ~~Organizations~~value of the ~~Treadway~~derivative ~~Commission~~liability ~~(“COSO”)~~using ~~and~~a ~~published~~Black Scholes valuation model. This valuation model considers the Company's infuture ~~2013~~stock price, stock price volatility, probability of a change of control and ~~subsequent~~the ~~guidance~~trading ~~prepared~~information byof ~~COSO~~the ~~specifically~~Company's ~~for~~common stock ~~smaller~~into ~~public~~which ~~companies~~the notes are or may become convertible. ~~Based~~The onCompany ~~that~~marks ~~evaluation,~~the ~~management concluded~~derivative ~~that~~liability ~~our~~to ~~internal~~market ~~control~~at ~~over~~the ~~financial~~end of each reporting ~~was~~period due to the conversion price not ~~sufficient~~being asindexed ofto ~~December~~the ~~31,~~Company's ~~2018~~own ~~and~~stock. ~~2017~~Changes ~~for~~in the ~~reasons~~fair value of the convertible ~~discussed~~note ~~below~~embedded derivative liability is reflected in our consolidated statements of operations as “Change in fair value of derivative liability.”

~~A significant deficiency is a deficiency~~Accordingly, or ~~combination~~the ofCompany ~~deficiencies~~classifies ~~in internal control over financial reporting, that adversely affects~~ the ~~entity’s~~embedded ~~ability~~derivative ~~to initiate,~~liability ~~authorize,~~associated ~~record, process, or report financial data reliably in accordance~~ with ~~generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of~~ the ~~entity’s financial~~convertible ~~statements~~notes ~~that~~as islevel ~~more~~3 ~~than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies~~ in ~~internal control over financial reporting such that there is a reasonable possibility that a material misstatement of~~ the ~~annual~~fair orvalue ~~interim consolidated~~hierarchy ~~financial~~(see ~~statements~~Note ~~will~~6 ~~not~~Convertible beNotes ~~prevented~~& orNote ~~detected~~7 onDerivative ~~a timely basis~~Liability). ~~Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 and 2017:~~

• The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. • Material Weakness – Inadequate segregation of duties.DERIVATIVE INSTRUMENTS

~~We expect to be materially dependent on third~~Equity ~~parties~~instruments ~~that~~or ~~can~~debt ~~provide~~may uscontain ~~with~~embedded ~~accounting~~derivative ~~and~~instruments, ~~regulatory compliance consulting services for the foreseeable future. Until~~ such ~~time~~ as weconversion ~~have~~options, awhich ~~chief~~in ~~financial~~certain ~~officer~~circumstances ~~with the requisite expertise in~~may ~~U.S.~~be ~~GAAP,~~required ~~there~~to ~~are~~be nobifurcated ~~assurances~~from ~~that~~ the ~~material~~associated ~~weaknesses~~host ~~and~~instrument ~~significant deficiencies in our disclosure controls~~ and ~~procedures~~accounted ~~and~~for ~~internal~~separately ~~control~~as ~~over financial reporting will not result in errors in our financial statements, which could lead to~~ a ~~restatement~~derivative ofliability ~~those financial statements~~instrument. ~~Our management does not expect that our disclosure controls and procedures~~ orThe ~~our~~Company ~~internal~~accounts ~~controls~~for ~~will~~derivative ~~prevent~~instruments ~~all~~under ~~error~~the ~~and~~provisions ~~all~~of ~~fraud.~~ASC ATopic ~~control system~~815, no“Derivatives ~~matter how well conceived~~ and ~~maintained~~Hedging”, ~~can~~ ~~provide~~formerly ~~only~~known ~~reasonable,~~as ~~not~~SFAS ~~absolute, assurance that the objectives of the control system are met~~No. ~~Further~~133, ~~the~~"Accounting ~~design of a control system must account~~ for ~~resource~~Derivative ~~constraints.~~Instruments In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~instances~~Hedging ~~of fraud, if any, can and will be detected~~Activities".

~~This~~The Company ~~annual~~has ~~report~~determined ~~does~~that ~~not~~certain ~~include~~conversion anfeatures ~~attestation report~~embedded ofin ~~our~~convertible ~~independent~~notes ~~registered~~are ~~public~~derivatives. ~~accounting~~Accordingly, ~~firm~~the ~~regarding~~Company has ~~our~~recognized ~~internal~~derivative ~~control~~liabilities ~~over~~in ~~financial~~connection ~~reporting~~with such instruments. ~~Management's report~~The embedded derivative for the note is carried on the ~~internal~~Company’s ~~control~~balance ~~over~~sheet ~~financial~~at ~~reporting~~fair ~~was~~value. ~~not~~The ~~subject~~derivative toliability ~~attestation~~is bymarked-to-market ~~our~~each ~~independent~~measurement ~~registered~~period ~~public~~and ~~accounting~~any ~~firm~~unrealized ~~pursuant~~change toin ~~the~~fair ~~rules~~value is recorded as a component of the ~~SEC~~income ~~because~~statement weand ~~are~~the ~~neither~~associated anfair ~~accelerated~~value ~~filer~~carrying ~~nor~~amount on athe ~~larger~~balance ~~accelerated~~sheet ~~filer~~is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model.

~~Changes in Internal Controls over Financial~~REVENUE ~~Reporting~~RECOGNITION

~~There~~Under ASC ~~have~~606 ~~been~~the noCompany ~~changes~~recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects ~~our~~the ~~internal~~consideration ~~control~~which ~~over~~is ~~financial~~expected ~~reporting~~to ~~during~~be received in exchange for those goods or services. The Company recognizes revenue following the ~~years~~five-step ~~ended~~model ~~December~~prescribed ~~31,~~under ~~2018~~ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and ~~2017~~(v) ~~that~~recognize ~~have~~revenues ~~materially~~when ~~affected~~(or as) the Company satisfies a performance obligation (i.e., either point in time or ~~are~~over ~~reasonably~~time). ~~likely~~The toCompany ~~materially~~measures ~~affect~~revenue based on consideration specified in a contract with a customer, ~~our~~and ~~internal~~the Company recognizes revenue when a performance obligation is satisfied by transferring control over ~~financial~~the ~~reporting~~service to the customer which could occur overtime or at a point in time.

~~SUBSEQUENT~~A ~~EVENTS~~performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue.

On January 7, 2019, we entered into a letter of intent (the “LOI”) with KB Medical Systems, LLC (“KB”) which set forth the preliminary terms and conditions of the proposed acquisition of the assets of KB by the Company, free and clear of all debts, liabilities and claims of any creditor of or claimant against KB Medical Systems, LLC, except otherwise agreed by the parties at Closing.F-9

OnTable February 20, 2019, after further due diligence and negotiations, we entered into a definitive Asset Acquisition Agreement with KB (the “Agreement”), which replaces and supersedes the LOI. The terms of ~~the Agreement are summarized below.~~Contents

34CARECLIX HOLDINGS, INC.

~~Table~~NOTES TO ofTHE ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS

~~The consideration for the Acquisition will~~We begenerate ~~$2,000,000,~~our ~~made~~revenue upprimarily offrom ~~(i)~~the ~~that~~use ~~number~~ of ~~shares~~CareClix ofsoftware ~~unregistered~~by ~~and~~third ~~restricted~~parties ~~common~~(Software ~~stock~~as ~~of the Company with~~ a ~~value~~Service ~~at Issuance~~or ~~of $1,000,000 (“SOLI Shares”~~SaaS) ~~plus (ii) cash consideration of $1,000,000 (USD). The total stock consideration~~and ~~will~~revenues befrom ~~issued~~patient KBconsultations orthrough ~~its designees on~~ the ~~date~~CareClix ~~which~~telemedicine ~~is six (6) months after Closing~~system. The ~~SOLI~~CareClix ~~Shares~~software ~~will~~system beis ~~valued~~a cloud-based ~~on the~~ ~~five~~software ~~(5)~~system ~~day~~used ~~trailing~~by ~~average~~both ~~closing bid price of~~ the Company’s ~~common~~internal ~~shares~~physician onnetwork ~~the~~and ~~trading~~third-party ~~market~~customers on(i.e., ~~which~~doctors ~~said shares~~or ~~are~~healthcare ~~trading~~providers) atwho ~~the~~use ~~time of issuance. The total cash consideration will be payable in~~ the ~~amount~~software ofto ~~$1,000,000~~service intheir ~~good funds at Closing~~clients.

~~The Closing of the transaction contemplated~~ASC ~~by this Agreement will take place immediately upon the satisfaction of all stated closing conditions~~606, ~~specifically~~Revenue ~~the~~from ~~delivery of~~Contracts ~~all~~with ~~required documents and the cash consideration, at such time and place as the Parties mutually agree, but no later than April 15, 2019.~~Customers

~~The~~In May ~~Acquisition~~2014, ~~will~~the ~~consist~~FASB ofissued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amends the ~~acquisition~~existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of ~~all~~revenue ofat ~~the~~an ~~business,~~amount ~~assets~~an ~~and~~entity ~~subsidiaries~~expects ofto KBbe ~~Medical~~entitled ~~Systems,~~when ~~LLC,~~products ~~including~~are ~~CareClix™,~~transferred ~~except~~to ~~for~~customers. ~~any~~Subsequently, ~~assets~~the ~~expressly~~FASB issued ~~excluded~~several ~~from~~other ~~the~~updates ~~Acquisition,~~related ~~free~~to ~~and~~revenue ~~clear~~recognition of(collectively ~~any~~with ~~claims,~~ASU ~~debts~~2014-09, ~~security~~the ~~interests,~~"new ~~pledges~~revenue standards" or "ASC ~~other~~606"). ~~liabilities~~The ofCompany ~~any~~adopted ~~kind~~the guidance under the new revenue standards effective January 1, 2018 using the modified ofretrospective KBapproach.

~~In addition to the other conditions to Closing~~Nature ~~specified in the Agreement, the following are conditions to proceeding with the Acquisition: (i) delivery~~ of ~~the~~Our ~~Consideration to~~Revenue KB Medical Systems; (ii) transfer of the Assets to a newly formed subsidiary of the Company, including all required regulatory compliance; and (iii) completion of due diligence to the satisfaction of the Company. In addition, the Definitive Agreement provides that Closing is conditioned on

~~a) The~~Software Company obtaining the $1,000,000 cash portion of the Consideration and the common shares of the Company to be issued being admitted for trading on the OTC Markets Pink Sheets or such other equivalent trading market as ~~the~~a ~~Company~~Service ~~and~~(SaaS) ~~KB mutually agree at or prior to Closing.~~Revenue:

b) The ~~Company~~CareClix ~~reserving~~software system is used by certain third-party customers (or doctors/healthcare providers) to service their telemedicine clients (or patients) under written service agreements with CareClix, Inc. Generally, these customers are third-party doctors who are using the ~~SOLI~~SaaS ~~Shares~~CareClix ~~for~~platform ~~issuance~~to provide telemedicine services and virtual consultations to KBtheir patients. In consideration for the usage of the platform the customer remits the fees for the license as indicated within the agreement. This revenue stream consists of the fees for the license of the SaaS CareClix virtual platform, inclusive of ongoing maintenance and support as detailed within the contract with the customer.

~~c) The~~Additionally, the Company ~~shall~~provides ~~have~~implementation ~~performed~~services ~~all~~to ~~agreements~~the ~~and~~customer ~~covenants~~to ~~required~~make tothe besoftware available for use. The implementation is performed in byseveral itphases: ~~under~~i) ~~this~~analyze ~~Agreement~~phase ~~prior~~– torequirements ~~the~~gathering ~~Closing~~session and document; ii) build phase – application configuration, ~~except~~CareClix Anywhere installation, hardware, alpha review, and training material for ~~breaches~~end ~~that~~users; doiii) ~~not~~certify ~~have~~phase a– ~~Material~~user ~~Adverse~~acceptance testing; ~~Effect~~iv) deploy phase – clinical administrator training, end user training, and agreement on a “go live” date for the ~~Parties~~software; orand onv) end phase – CareClix Professional Services will support the ~~benefits~~customer ofin the ~~transaction~~four weeks after the software has gone live. After the four-week period, the customer will be in a steady state and will be transitioned to CareClix Support.

~~d) There~~The ~~shall~~Company berecognizes ~~and~~the ~~have~~revenue ~~been~~from ~~no material adverse change in~~ the ~~operating~~SaaS ~~results~~contracts, ofas ~~the~~one ~~business~~single ofperformance KBobligation, ~~between~~which ~~the~~is ~~date~~recognized ofstraight-line over the ~~Agreement and~~initial ~~the~~contract ~~Closing~~term.

~~e) John~~Implementation ~~Korangy~~of ~~and~~the ~~Simon~~SaaS ~~Kim,~~contracts ~~key~~is ~~employees~~not ofa ~~KB,~~separate ~~each~~performance ~~shall~~obligation ~~have~~as ~~received~~it andoes ~~employment~~not ~~agreement~~transfer ~~(“Employment~~the ~~Agreement”)~~customer any separate and distinct ~~from~~benefit ~~the~~on ~~newly~~its ~~formed~~own ~~subsidiary~~and ofis ~~the~~therefore ~~Company~~bundled aswith ~~set~~the ~~forth~~recurring infees ~~those~~into ~~certain~~one ~~letter~~performance ~~agreements~~obligation. ~~dated~~Fees ~~February~~related ~~20,~~to ~~2019~~the ~~between~~implementation services are deferred until the ~~Company~~go-live date and ~~Korangy,~~recognized ~~and~~as ~~Kim~~revenue over the initial term of the contract.

~~In March, 2019, we initiated a private offering~~Telemedicine of convertible debt notes with an original principal amount of $10,000, with a total offering of up to $3,000,000 in original principal amount. The offering is being made to accredited investors and up to 35 non-accredited investors in reliance on the exemption from registration afforded by SEC Regulation D, Section 506. If successful, the proceeds of the private offering will be used in part for the cash consideration due at closing of the proposed acquisition of the assets and operations of KB Medical Systems, LLC, including the CareClix™ telemedicine business and for working capital to grow the existing business and the CareClix™ business to be acquired. We are also investigating other possible acquisitions in the healthcare and technology areas.revenue

~~All~~Other customers ~~other~~of ~~events~~CareClix ~~subsequent~~use the CareClix telemedicine platform directly to ~~December~~service ~~31, 2018~~their ~~have~~clients ~~been~~or ~~evaluated~~members ~~through~~and ~~April~~the ~~10,~~CareClix ~~2019,~~software maintains the ~~date~~record ~~these~~of ~~statements~~the ~~were~~number ~~available~~of toconsultations beand ~~issued,~~other towork ~~determine~~performed ~~whether~~for ~~they~~the customer’s clients, using the CareClix ~~should~~contracted bemedical ~~disclosed~~doctors, toand ~~keep~~CareClix recognizes the ~~financial~~revenue ~~statements~~when ~~from~~the ~~being~~consultation ~~misleading. Management~~occurs, ~~found~~in noaccordance ~~subsequent~~with ~~event~~the towritten beagreement between ~~disclosed~~CareClix and the customer.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Product Sales

WeClinical and ~~are~~Herbal aInnovations ~~smaller~~sells ~~reporting~~its ~~company~~Panoxol™ branded products through third party outlets such as ~~defined by~~Amazon ~~Rule~~and ~~12b~~through on-2line sales through TSYS. Product sales represent revenue from the sale of products and related shipping fees where the ~~Securities~~Company ~~Act~~is the seller of ~~1934~~record. Product sales and shipping revenues are ~~not~~recorded ~~required~~when the products are shipped, and title passes to ~~provide~~customers. Since all of the ~~information~~sales ~~under~~are ~~this~~on-line ~~item~~sales, collected through third parties, the Company does not invoice customers; rather, product is shipped and matched with the revenue payments received from the third parties.

35F-10

Table of Contents

~~ITEM~~CARECLIX HOLDINGS, 8INC. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~

~~SOLEI~~NOTES TO ~~SYSTEMS,~~THE ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~FINANCIAL~~The Company ~~STATEMENTS~~recognizes revenue following the five-step model prescribed under ASC 606:

~~For~~ 1) Identify the ~~years~~contract ~~ended~~with ~~December~~a ~~31, 2018 and 2017~~customer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM –			F-1
BALANCE SHEETS			F-2
STATEMENTS OF OPERATIONS			F-3
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY			F-4
STATEMENTS OF CASH FLOWS			F-5
NOTES TO FINANCIAL STATEMENTS			F-6

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

362) Identify the performance obligations in the contract

~~Table~~Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of ~~Contents~~being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

~~REPORT~~3) Determine the OFtransaction ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~price

ToThe transaction price is determined based on the ~~Board~~consideration ofto ~~Directors~~which ~~and~~the Company will be entitled in exchange for transferring services to the customer.

~~Stockholders~~4) Allocate the oftransaction ~~Solei~~price ~~Systems,~~to ~~Inc.~~performance obligations in the contract

~~Opinion~~If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the ~~Financial~~transaction ~~Statements~~price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

~~We have audited the accompanying balance sheets of Solei Systems, Inc. (the “Company”~~5) ~~as of December 31, 2018 and 2017, and the related statements of operations,~~ Recognize ~~stockholders’~~revenue ~~deficit,~~when ~~and~~or ~~cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to~~ as the ~~financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the~~ Company assatisfies ofa ~~December~~performance 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.obligation

~~Emphasis~~The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company will recognize revenue over time under the straight-line method of ~~Matter~~measuring –progress ~~Going~~per ~~Concern~~month over the initial service term of the contract and has identified the services provided as a series in accordance with the guidance.

The accompanying financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations since inception and has an accumulated deficit of $1,772,492 which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include and adjustments that might result from the outcome of this uncertainty.F-11

~~Basis~~Table ~~for~~of ~~Opinion~~Contents

~~These financial statements are the responsibility~~CARECLIX ofHOLDINGS, ~~the Company’s management~~INC. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~We conducted our audits in accordance with~~NOTES ~~the~~TO ~~standards~~THE ofCONSOLIDATED ~~the~~FINANCIAL PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.STATEMENTS

~~Our audits included performing procedures to~~Disaggregation ~~assess the risks~~ of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Revenue

WeThe following ~~have~~table ~~served~~presents asour ~~the~~disaggregated ~~Company’s~~revenues ~~auditor since~~by ~~2017.~~type of revenue:

/s/ Farber Hass Hurley LLP

Type of Revenue	December 31, 2019		December 31, 2018
Software as a Service (SaaS) revenue	$	394,797	$	—
Telemedicine revenue		1,111,154		—
Product sales		15,420		21,022
	$	1,521,371	$	21,022

~~Chatsworth~~The Company had one customer that accounted for approximately 36% of total revenues for the year ended December 31, ~~California~~2019.

~~April 10, 2019~~Contract balances

~~F-1~~The incremental costs of obtaining a contract with a customer and fulfillment costs are typically not significant to the customer contracts. Any material capitalized contract costs are amortized, with the expense recognized as an entity transfers the related goods or services to the customer or expensed over the life of the capitalized assets if the assets fall under the scope of other accounting guidance (i.e., ASC 360 Property, Plant, and Equipment).

~~Table~~The Company incurs implementation costs to fulfill a contract that should be recognized as an asset. The Company will amortize costs to fulfill the contract over the initial term of ~~Contents~~the contracts as renewals cannot be reasonably determined at the inception of the customer contract.

~~SOLEI~~The Company ~~SYSTEMS~~does not have significant remaining unfulfilled performance obligations as of December 31, ~~INC~~2019 and does not have contract receivables or contract liabilities.

~~CONSOLIDATED~~COST OF ~~BALANCE SHEETS~~REVENUE

	December 31, 2018		December 31, 2017
ASSETS
CURRENT ASSETS
Cash	$	2,563	$	7,338
Inventory		41,770		48,004
Total current assets		44,333		55,342
FIXED ASSETS, net		8,400		11,550
Total assets	$	52,733	$	66,892
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	6,720	$
Related party payable		1,288,250		969,750
Related party loans		323,563		260,283
Total current liabilities		1,618,533		1,230,033
STOCKHOLDERS’ DEFICIT
Preferred stock: $0.001 par value; authorized 50,000,000 shares; no shares issued and outstanding:
Common stock: $0.001 par value; authorized 300,000,000 shares; issued and outstanding:116,410,890 shares at December 31, 2018 and December 31, 2017;		116,411		116,411
Additional paid in capital		90,281		90,281
Accumulated deficit		(1,772,492)		(1,369,833	)
Total stockholders’ deficit		(1,565,800)		(1,163,141	)
Total liabilities and stockholders’ deficit	$	52,733	$	66,892

Cost of revenue consisted of product costs, service costs, an inventory impairment charge and fulfillment fees for supplement sales through the internet of $40,045 and $9,740 for the year ended December 31, 2019 and the year ended December 31, 2018, respectively. Additionally, cost of revenues also included contracted services for telehealth sales of $770,658 and $0 for the year ended December 31, 2019 and December 31, 2018, respectively. The Company recognized cost of revenues of $810,703 and $9,740 during the years ended December 31, 2019 and 2018, respectively.

~~See Accompanying Notes to Financial Statements.~~ADVERTISING

~~F-2~~The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $1,412 and $20, respectively.

~~Table of Contents~~INCOME TAXES

~~SOLEI~~The Company ~~SYSTEMS~~accounts for income taxes under ASC 740 “Income Taxes”. Under the asset and liability method of FASB ASC 740, ~~INC~~deferred tax asset and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax asset if it is more likely than not that the Company will not realize tax assets through future operations. For the year ended 2019, we established a valuation allowance for the entire deferred tax asset except for $345.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~F-12

	Year Ended December 31,			Year Ended December 31,
	2018			2017
Revenues, net of returns (2018: $443; 2017: $277)		21,022		$	22,355
Cost of revenue		9,740			9,597
Gross profit		11,282			12,758
General, selling and administrative expenses
Officer salaries		120,000			120,000
Rent and management fees		102,000			102,000
Professional fees		171,992			128,280
Other expenses		7,705			19,356
		401,697			369,636
Operating loss		(390,415	)		(356,878	)
Nonoperating income (expense)
Interest expense		12,244			9,961
Net loss	$	(402,659	)	$	(366,839	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Average number of shares of common stock outstanding		116,410,890			109,387,644

Table of Contents

~~See~~CARECLIX HOLDINGS, ~~Accompanying Notes to Financial Statements~~INC.

~~F-3~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Table of Contents~~DEVELOPMENT COSTS

~~SOLEI~~CareClix, Inc. ~~SYSTEMS~~engages in regular and continuing development and refining of its proprietary CareClix™ operating software. All of the related development costs are expensed as incurred. For the year ended December 31, ~~INC~~2019, CareClix incurred approximately $510,499 in development costs, and $0 for the year ended December 31, 2018.

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’~~GOING ~~DEFICIT~~CONCERN ANALYSIS

	Common Stock						Additional Paid-In			Accumulated
	Shares			Amount			Capital			Deficit			Total
Balance, December 31, 2015		107,709,890		$	107,710		$	103,982		$	(617,205	)		(405,513	)
Net loss, December 31, 2016		—			—			—			(385,789	)		(385,789	)
Balance, December 31, 2016		107,709,890			107,710		$	103,982		$	(1,002,994	)		(791,302	)
Payment for former company treasury stock and cancellation prior to reorganization		(50,000	)		(50	)		(4,950	)		—			(5,000	)
Reorganization		8,751,000			8,751			(8,751	)					—
Net loss, December 31, 2017		—			—			—			(366,839	)		(366,839	)
Balance, December 31, 2017		116,410,890		$	116,411		$	90,281		$	(1,369,833	)	$	(1,163,141	)
Net Loss, December 31, 2018			__			__			__		(402,659	)		(402,659	)
Balance, December 31, 2018		116,410,890			116,411			90,281			(1,772,492	)		(1,565,800	)

In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt regarding the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (February 16, 2021). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before February 16, 2022.

~~See~~The Company ~~Accompanying~~is ~~Notes~~subject to ~~Financial~~a ~~Statements~~number of risks similar to those of other Telehealth companies, healthcare consulting companies and subscription based businesses, including its dependence on outside sources of capital, the Company’s ability to maintain and grow its subscriber base, uncertainty of generation of revenues and positive cash flow, dependence on key individuals, risks associated with research, development, testing, and successful protection of intellectual property, and the Company’s susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.

~~F-4~~The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the year ended December 31, 2019, the Company had an accumulated deficit of $24,144,620, a net loss of $22,372,128, and cash used in operating activities of $821,749. As of and for the year ended December 31, 2018, the Company had an accumulated deficit of $1,772,492 a net loss of $402,659, and cash used in operating activities of $68,054.

~~Table~~In the past the Company has financed operations through loans from an Officer of ~~Contents~~the Company and two private offerings of convertible debt. The Company also plans to support its operations by continuing to raise the additional capital until the planned operating results are achieved. The Company business plan calls for significant expansions of the current business and consideration of potential mergers and additional funding will be required to support these expansion efforts.

~~SOLEI~~The Company ~~SYSTEMS~~is unable to predict the extent of any future losses or when the Company will become profitable. Any debt financing, ~~INC~~if available, may include potential restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its current operations or (ii) relinquish or otherwise dispose of rights to technologies or products on unfavorable terms. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.

~~CONSOLIDATED~~Without raising ~~StatementS~~additional capital there is substantial doubt about the Company’s ability to continue as a going concern through February 16, 2022. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

	Year Ended December 31,			Year Ended December 31,
	2018			2017
Cash Flows From Operating Activities
Net loss	$	(402,659	)	$	(366,839	)
Adjustments to reconcile net (loss) to cash provided by (used in) operating activities:
Changes in assets and liabilities
Depreciation and amortization		3,150			3,150
Decrease in inventory		6,235			9,220
Increase in accounts payable		6,720			—
Increase in related party accruals		318,500			318,000
Net cash (used in) operating activities		(68,054	)	$	(36,469	)
Cash Flows From Investing Activities
Purchase of assets		—			—
Net Cash (used in) operating activities		—			—
Cash Flows From Financing Activities
Purchase of treasury stock		—			(5,000	)
Proceeds from related party		63,279			46,050
Net cash provided by financing activities		63,279			41,050
Net increase (decrease) in cash	$	(4,775	)	$	4,581
Cash, beginning of period		7,338			2,757
Cash, end of period	$	2,563		$	7,338
SUPPLEMENTAL INFORMATION
Interest Paid	$	12,244		$	9,961
Income Taxes paid	$	—		$	—
Non-Cash Financing Activity
Shares issued for Clinical & Herbal Innovations, Inc.	$	—			8,751

RECLASSIFICATIONS

~~See~~Certain prior ~~Accompanying~~year ~~Notes~~amounts in the accompanying consolidated financial statements have been reclassified to ~~Financial~~conform ~~Statements~~to the current year’s presentation.

F-513

Table of Contents

~~SOLEI SYSTEMS~~CARECLIX HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Note 1. Nature of Business~~RECENT ~~and~~ACCOUNTING ~~Significant Accounting Policies~~PRONOUNCEMENTS

~~NATURE OF BUSINESS:~~Financial instruments

~~SOLEI~~On January ~~SYSTEMS~~1, ~~INC. (“Company”) was organized October 26~~2019, ~~2004 under~~ the ~~laws~~Company ofadopted ~~the~~FASB ~~State~~ASU ~~of Florida~~No. ~~On October 20~~2016-01, ~~2017,~~Financial ~~the~~Instruments ~~Company~~– ~~acquired~~Overall ~~Clinical~~(Subtopic &825-10): ~~Herbal Innovations, Inc.~~Recognition ~~(CHII)~~and aMeasurement ~~Georgia~~of ~~corporation,~~Financial inAssets aand ~~share~~Financial ~~exchange.~~Liabilities ~~The~~(“ASU ~~transaction~~2016-01”), ~~was~~which ~~treated~~updates ascertain aaspects ~~capital~~of ~~transaction where~~ the ~~Company is treated~~ asrecognition, ~~a non-business entity; therefore~~measurement, ~~the~~presentation ~~accounting~~and ~~for~~disclosure ~~the~~of ~~merger~~financial ~~was~~instruments. ~~identical~~Most toprominent ~~that~~among ~~resulting~~the ~~from~~changes ain ~~reverse~~the ~~merger except~~standard ~~that~~is nothe ~~goodwill~~requirement orfor ~~other~~changes ~~intangible~~in ~~assets~~the ~~were~~fair ~~recorded.~~value ~~For~~of ~~accounting~~equity ~~purposes~~investments, ~~CHII~~with ~~was~~certain ~~treated~~exceptions, asto ~~the~~be ~~accounting~~recognized ~~acquirer~~through net ~~and~~income israther ~~presented~~than asother ~~the~~comprehensive ~~continuing~~income ~~entity.~~ The ~~historical~~Company ~~financial~~adopted ~~statements~~the ~~are~~standard ~~those~~effective ofJanuary ~~CHII except for the shareholder equity portion~~1, ~~and~~2019. isThere ~~reported~~was inno ~~this Report~~ impact on ~~a consolidated basis with the Company~~adoption.

~~The Company is a holding company which currently has a single, wholly-owned~~New ~~subsidiary,~~accounting ~~CHII.~~pronouncements ~~CHII~~not isyet ~~a supplement development company with a proprietary product that is distributed primarily through the internet. The majority shareholder of the Company licenses the product to CHII.~~adopted

In June ~~early 2019~~2016, the ~~Company~~FASB ~~entered~~issued ~~into~~ASU an2016-13, ~~agreement~~Financial toInstruments ~~acquire all~~- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the ~~assets~~measurement of KBcurrent ~~Medical~~expected ~~Systems~~credit losses for financial assets held at the reporting date based on historical experience, ~~LLC~~current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ~~owner~~ASU ofamends the ~~proprietary~~accounting ~~CareClix™~~for ~~operating~~credit ~~systems~~losses on available for ~~telemedicine~~sale ~~providers~~debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2019, including ~~Under~~interim periods within those fiscal years. The Company expects to implement the ~~terms~~provisions of ~~the~~ASU ~~acquisition~~2016-13 ~~agreement~~as of January 1, ~~the~~2020. The Company ~~will~~is ~~form~~currently aevaluating ~~new,~~the ~~wholly-owned~~effect ~~subsidiary~~of toadopting ~~acquire~~this ASU on the ~~CareClix™~~Company’s financial statements. The Company does ~~assets~~not ~~and~~expect that the adoption of ASU 2016-13 will ~~operate~~have ~~the~~a ~~business~~material ~~following~~impact ~~the~~on ~~acquisition.~~its ~~SEE,~~results ~~Subsequent~~of ~~Events~~operations or cash flows.

AIn August ~~SUMMARY~~2018, OFthe ~~THE~~FASB ~~COMPANY’S~~issued ~~SIGNIFICANT~~ASU ~~ACCOUNTING~~2018-13, ~~POLICIES~~Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement IS(Topic AS820). ~~FOLLOWS~~ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The following are the changes that will have an immediate disclosure impact for the Company upon adoption of the guidance for fair value measurement: (i) disclosure of the valuation processes for Level 3 fair value measurements is no longer required, (ii) changes in unrealized gains and losses for the reporting period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period is a new disclosure requirement, and (iii) the range and weighted average (or reasonable and rational method) of significant unobservable inputs used to develop Level 3 fair value measurement is a new disclosure requirement. Other than updating the applicable disclosures, the adoption of this guidance will not have an impact on the Company’s Consolidated Financial Statements.

~~BASIS~~In December ~~FOR~~2019, ~~CONSOLIDATION~~the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which is intended to simplify the accounting for income taxes by eliminating certain exceptions and simplifying certain requirements under Topic 740. Updates are related to intraperiod tax allocation, deferred tax liabilities for equity method investments interim period tax calculations, tax laws or rate changes in interim periods, and income taxes related to employee stock ownership plans. The guidance for ASU No. 2019-12 becomes effective on January 2021. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

~~The~~In January ~~financial~~2020, ~~statements of~~ the ~~Company~~FASB ~~for~~issued ~~the~~ASU ~~year~~2020-01, ~~ended~~Investments ~~December 31,~~- ~~2018~~Equity ~~were~~Securities ~~prepared~~(Topic on321), aInvestments ~~consolidated~~- ~~basis~~Equity ~~with~~Method ~~its~~and ~~wholly-owned~~Joint Ventures ~~subsidiary~~(Topic 323), ~~Clinical~~and Derivatives and ~~Herbal~~Hedging ~~Innovations~~(Topic 815) (“ASU 2020-01”), ~~Inc.~~which ~~and~~is ~~all~~intended to clarify the interaction ~~intercompany~~of ~~activities~~the ~~were~~accounting ~~netted~~for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the ~~consolidation~~accounting for certain forward contracts and purchased options accounted for under Topic 815. ~~During~~ASU 2020-01 is effective for the ~~year~~Company ~~ended~~beginning ~~December~~January 311, ~~2018,~~2021. ~~there~~The ~~were~~Company nois ~~intercompany~~currently ~~activities and~~evaluating the ~~equity~~effect of ~~the~~adopting ~~subsidiary~~this ~~was~~ASU ~~netted~~on in the Company’s ~~consolidation~~financial statements.

~~ESTIMATES~~The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that recently adopted accounting pronouncements will not have a material impact on the financial statements.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.F-14

~~CASH~~Table ~~AND~~of ~~CASH EQUIVALENTS~~Contents

~~We consider highly liquid investments with maturity of three months~~CARECLIX ~~or less are considered to be cash equivalents. There were no cash equivalents as of December 31~~HOLDINGS, ~~2018 and 2017~~INC.

~~INVENTORY~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Inventory is stated at lower of cost or net realizable value (on~~Note ~~a first in-first out basis)~~2. The inventory consists of finished goods supplements in 90 count and 120 count bottles. Inventory is also supplied to testing facilities to verify the potency and composition of the supplements. The company continues to closely monitor its inventory balances and to assess for obsolescence. There was no obsolescence considered necessary at December 31, 2018 and 2017, respectively.Restatement

~~Inventory~~CareClix Holdings, asInc., ofInc. ~~December~~(the ~~31,~~“Company”) ~~2018~~is ~~and~~restating ~~2017~~herein ~~was~~its ~~$41~~historical financial statements for the interim periods ended June 30,~~770~~ 2019 and ~~$48~~September 30,~~004,~~ 2019. The restatement is the result of adjustments attributable to convertible notes originally ~~respectfully~~classified as share settled debt instruments and subsequently reassessed to have embedded conversion features which qualify as a derivative liability.

FIn addition, the Company corrected additional identified out-6of-period and uncorrected misstatements that were material, individually or in the aggregate, to the consolidated financial statements. These misstatements were primarily related to, incorrect revenue recognition, balance sheet misclassifications, unreconciled bank accounts, recording of various accrual and purchase invoices in the incorrect accounting period, and other misstatements, all of which are described in more detail in restatement references (a) through (f) below.

~~Table~~ Description of ~~Contents~~Restatement Adjustments

~~PROPERTY~~Set forth ~~AND~~below ~~EQUIPMENT~~is a description of the restatement adjustments reflected in the restatement of previously issued financial statements.

~~Property and equipment are stated at cost and depreciated over appropriate~~Changes ~~estimated~~in ~~useful~~accounting ~~lives.~~of InConvertible ~~2016, the Company purchased a website for $15,750~~Notes. ~~The website is being amortized over a 60-month expected useful life. Depreciation and amortization for the years ended December 31, 2018 and 2017 was $3,150 and $3,150, respectively.~~

~~RESEARCH~~The Company ~~AND~~commenced ~~DEVELOPMENT~~a private offering of convertible debt in the total principal amount of up to $3,000,000 in April 2019. The Company closed on a total of $1,680,000 in convertible notes (“the Notes”). As issued, the Notes bear interest at 6 % per annum and may be converted at the election of the holder into common stock of the Company at a conversion price per share equal to 50 % of the closing price of the stock at the time of a conversion election. No conversions were permitted during the first six months after issue.

~~All~~Due to ~~research~~the ~~and~~conversion ~~development~~feature ~~costs~~of ~~are~~the ~~expensed~~Notes, asthe ~~incurred~~Company evaluated the proper accounting and reporting treatment. The Company initially ~~classified~~concluded, inafter ~~selling~~review of the applicable guidance ASC 480 Distinguishing Liabilities from Equity, ~~general~~that ~~and~~the ~~administrative~~Notes ~~expense~~should be reflected as Share Settled Debt at fair value. ~~Total~~Accordingly, ~~research~~the ~~and~~Company ~~development~~recorded ~~expenses~~on ~~were~~its balance sheet a Premium Liability of $01,680,000, and $~~672 in 2018~~ 1,680,000 for the principal debt amount, for the three months ended June 30, 2019 and ~~2017~~ September 30, ~~respectively~~2019. Additionally, premium interest expense of $1,680,000 was recorded to the statement of operations as other income expense during the three month period ended June 30, 2019.

~~FAIR~~The Company ~~VALUE~~further OFevaluated ~~FINANCIAL~~the ~~INSTRUMENTS~~Notes in accordance with ASC 815 Derivatives and Hedging and determined that the embedded components of these contracts qualify as derivatives to be separately accounted for as a liability. As a result of this accounting treatment, the fair value of the embedded derivatives is marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of this derivative, the instrument is marked to fair value at the conversion date and then that fair value is classified to equity. Upon the issuance of the Notes, the derivative liability was valued at $4,332,800 and recorded as an original issue discount. The value of this discount in excess of the Notes was recorded to interest expense immediately, in the amount of $2,652,800. The derivative liability is accounted for as a debt discount to the Notes and accreted into interest expense over the life of the note using the effective interest method.

~~FASB ASC 820 “FAIR VALUE MEASUREMENTS AND DISCLOSURES,”~~The ~~defines~~changes ~~fair~~made ~~value,~~by ~~establishes~~the arestatement ~~framework~~ for ~~measuring~~the ~~fair~~three ~~value~~months ~~in accordance with generally accepted accounting principles~~ and ~~expands~~six ~~disclosure~~months ~~about~~ended ~~fair~~June ~~value~~30, ~~measurements.~~2019, ~~FASB~~and ~~ASC~~the ~~820 establishes a~~ three~~-tier~~ ~~fair~~months ~~value~~and ~~hierarchy~~nine ~~which prioritizes~~months ~~the~~ended ~~inputs~~September ~~used~~30, in2019, ~~measuring~~are ~~fair value~~ as follows.:

~~Level 1. Observable inputs such as quoted prices in active markets;~~F-15

~~Level~~Table 2.of ~~Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and~~Contents

~~Level 3. Unobservable inputs in which there is little or no market~~CARECLIX ~~data~~HOLDINGS, ~~which requires the reporting entity to develop its own assumptions~~INC.

~~The Company does not have any assets or liabilities measured at~~NOTES ~~fair~~TO ~~market~~THE ~~value~~CONSOLIDATED onFINANCIAL a recurring basis at December 31, 2018 and 2017. The Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during periods ended December 31, 2018 and 2017.STATEMENTS

REVENUE RECOGNITION

	As Previously Reported			Restated
Three Months ended June 30, 2019	June 30, 2019			June 30, 2019			Restated Impact
	(Unaudited)			(Unaudited)			Increase/(Decrease)
Balance Sheet
Note Premium at fair value	$	1,680,000		$	—		$	(1,680,000	)
Note Discount for Derivative liability		—			(1,672,355	)		(1,672,355	)
Derivative Liability		—			2,390,561			2,390,561
	$	1,680,000		$	718,206		$	(961,794	)
Statement of Operations
Interest premium expense on convertible notes		(1,680,000	)		(2,660,445	)		(980,445	)
Gain (Loss) on FMV adjustment to Derivative		—			1,942,239			1,942,239
	$	(1,680,000	)	$	(718,206	)	$	961,794

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company adopted the ASU on July 1, 2018, using the modified retrospective approach and applied the ASU only to contracts completed as of July 1, 2018.

	As Previously Reported			Restated
Six Months ended June 30, 2019	June 30, 2019			June 30, 2019			Restated Impact
	(Unaudited)			(Unaudited)			Increase/(Decrease)
Balance Sheet
Note Premium at fair value	$	1,680,000		$	—		$	(1,680,000	)
Note Discount for Derivative liability		—			(1,672,355	)		(1,672,355	)
Derivative Liability		—			2,390,561			2,390,561
	$	1,680,000		$	718,206		$	(961,794	)
Statement of Operations
Interest premium expense on convertible notes		(1,680,000	)		(2,660,445	)		(980,445	)
Gain (Loss) on FMV adjustment to Derivative		—			1,942,239			1,942,239
	$	(1,680,000	)	$	(718,206	)	$	961,794

The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise to the customer. The impact of adopting the ASU was not material to the financial statements.

	As Previously Reported		Restated
Three Months ended September 30, 2019	September 30, 2019		September 30, 2019			Restated Impact
	(Unaudited)		(Unaudited)			Increase/(Decrease)
Balance Sheet
Note Premium at fair value	$	1,680,000	$	(1,551,161	)	$	(3,231,161	)
Derivative Liability		—		2,918,799			2,918,799
	$	1,680,000	$	1,367,638		$	(312,362	)
Statement of Operations
Interest Premium expense on convertible note		—		(120,694	)		(120,694	)
Gain (Loss) on FMV adjustment to Derivative		—		(721,262	)		(721,262	)
	$	—	$	(841,956	)	$	(841,956	)

~~ADVERTISING~~Table of Contents

~~The Company follows the policy of charging the costs of advertising~~CARECLIX ~~to expense as incurred. Advertising expense for the years ended December 31~~HOLDINGS, ~~2018 and 2017 was $20 and $4,146, respectively~~INC.

~~INCOME~~NOTES TO ~~TAXES~~THE CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for income taxes under FASB ASC 740 “INCOME TAXES.” Under the asset and liability method of FASB ASC 740, deferred tax asset and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under

	As Previously Reported		Restated
Nine Months ended September 30, 2019	September 30, 2019		September 30, 2019			Restated Impact
	(Unaudited)		(Unaudited)			Increase/(Decrease)
Balance Sheet
Note Premium at fair value	$	1,680,000	$	(1,551,161	)	$	(3,231,161	)
Derivative Liability		—		2,918,799			2,918,799
	$	1,680,000	$	1,367,638		$	(312,362	)
Statement of Operations
Interest Premium expense on convertible note		—	$	(2,781,139	)		(2,781,139	)
Gain (Loss) on FMV adjustment to Derivative		—		1,220,977			1,220,977
	$		$	(1,560,162	)	$	(1,560,162	)

F-717

Table of Contents

~~FASB ASC 740~~CARECLIX HOLDINGS, ~~the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs~~INC. ~~A valuation allowance is provided for certain deferred tax asset if it is likely than not that the Company will not realize tax assets through future operations.~~

~~GOING~~NOTES TO ~~CONCERN~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~The Company’s financial statements are prepared in accordance~~Consolidated ~~with~~Balance ~~accounting~~Sheets ~~principles~~as ~~generally accepted in the United States~~ of ~~America~~June ~~(“U.S. GAAP”)~~30, ~~which~~2019 ~~contemplates~~(As ~~the Company’s~~previously ~~continuation~~reported ~~as a going concern. The Company incurred net losses of $402,659 during the year ended December 31, 2018~~ and ~~has an accumulated deficit of $1,772,492 as of December 31, 2018.~~restated)

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

	As Previously Reported			Restated
	June 30, 2019			June 30, 2019			Restated Impact
	(Unaudited)			(Unaudited)			Difference
Assets
Current assets:
Cash	$	385,211		$	385,776	(A)	$	565
Accounts receivable, net		280,151			356,498	(B)		76,347
Prepaid expenses		—			13,899	(C)		13,899
Inventory		38,833			38,833			—
Total current assets		704,195			795,006			90,811

Fixed assets, net of depreciation		76,533			76,533			—

Other assets
Intangible assets, net of amortization		1,735,814			1,735,814			—
Goodwill		50,000			50,000			—
Total Other Assets		1,785,814			1,785,814			—
Total Assets	$	2,566,542		$	2,657,353		$	90,811

Liabilities
Current liabilities
Accounts payable		9,490			12,198	(D)		2,708
Accrued interest		21,527			21,527			—
Accrued expenses		88,790			88,790			—
Convertible Notes		1,680,000			1,680,000			—
Note Premium at fair value		1,680,000			—	(F)		(1,680,000	)
Note discount for derivative liability		—			(1,672,355	)(F)		(1,672,355	)
Derivative liability		—			2,390,561	(F)		2,390,561
Balance due on acquisition		900,000			900,000			—
Deferred revenue		—			11,900	(E)		11,900
Related Party Loans		372,195			372,195			—
Related Parties Payables		1,447,250			1,447,250			—
Total Liabilities	$	6,199,252		$	5,252,066		$	(947,186	)

Stockholders’ Deficit
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding
Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804,390 shares issued and outstanding
		103,804			103,804			—
Additional Paid in Capital		102,888			102,888			—
Accumulated Deficit		(3,839,402	)		(2,801,405	)		1,037,997
Total Stockholders' Deficit		(3,632,710	)		(2,594,713	)		1,037,997
Total Liabilities and Stockholders' Deficit	$	2,566,542		$	2,657,353		$	90,811

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of assetF-~~carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.~~18

~~RECENT~~Table ~~ACCOUNTING~~of ~~PRONOUNCEMENTS~~Contents

~~In May 2014, the Financial Accounting Standards Board issued Accounting~~CARECLIX ~~Standards Update No. 2014-09~~HOLDINGS, ~~Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP~~INC. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The guidance is effective for annual and interim periods beginning after December 15, 2017. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company has adopted the new standard utilizing the modified retrospective approach in 2018; however, the adoption of this ASU did not have a material impact on its financial statements.

~~In February 2016, the FASB issued ASU 2016-02, a lease standard~~NOTES ~~requiring~~TO ~~lessees~~THE toCONSOLIDATED ~~recognize~~FINANCIAL lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.STATEMENTS

In addition ~~January~~to ~~2017,~~ the ~~FASB~~changes ~~issued~~in ~~ASU~~account ~~2017-01,~~balances ~~Business~~resulting ~~Combinations (Topic~~from ~~805)~~the ~~Clarifying~~restated ~~the~~items, ~~Definition~~other ofamounts awere ~~Business~~also recorded. ~~The~~These ~~amendments~~amounts were indue ~~this~~primarily ~~Update~~to istiming todifferences ~~clarify~~in ~~the~~expenses ~~definition~~or ofrevenues ainappropriately ~~business with~~recorded in the ~~objective~~wrong ofaccounting ~~adding~~periods. ~~guidance~~These amounts towere ~~assist~~identified ~~entities~~as ~~with~~part ~~evaluating~~of ~~whether~~the ~~transactions~~audit ~~should~~of bethe ~~accounted~~financial statements for asthe ~~acquisitions (or~~year ~~disposals)~~ended ofDecember ~~assets~~31, or2019 ~~businesses.~~and ~~The~~did ~~definition~~not of represents a ~~business~~substantial ~~affects~~change ~~many~~to ~~areas~~the offinancial ~~accounting~~statements; ~~including acquisitions~~however, ~~disposals, goodwill,~~since ~~and~~the ~~consolidation.~~Company ~~The guidance~~ is ~~effective~~restating ~~for~~its ~~annual~~financial ~~periods~~statements ~~beginning~~for ~~after~~the ~~December 15, 2017, including interim~~two periods, ~~within~~these ~~those~~timing ~~periods.~~differences ~~The~~are ~~adoption~~reflected ofin ~~ASU~~the ~~2017-01~~restated ~~does~~financial ~~not~~statements, ~~have~~with athe ~~material~~reason ~~impact~~for onthe ~~its~~additional ~~financial~~changes outlined ~~statements~~below.

~~F-8~~Note:

~~Table~~(A) The increase in the cash balance of ~~Contents~~$565 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of June 30, 2019.

(B) The ~~Company~~increase ~~evaluates~~in ~~new~~accounts ~~pronouncements~~receivable ~~as issued and evaluates the effect~~ of ~~adoption~~$76,347 onresulted ~~the~~from ~~Company~~an ataccrual ~~the~~of ~~time.~~revenue ~~The~~that ~~Company~~was ~~has~~incorrectly ~~determined~~recognized ~~that~~in the ~~adoption~~incorrect ofperiod. ~~recently~~Restated ~~adopted~~and ~~accounting pronouncements~~recognized ~~will~~in ~~not~~the ~~have~~period anin ~~impact~~which on the ~~financial~~revenue ~~statements~~was earned.

~~RECLASSIFICATIONS~~(C) The increase in prepaid expense of $13,899 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term.

~~Certain~~(D) ~~prior~~The ~~year~~increase ~~amounts~~ in ~~the~~accounts ~~accompanying~~payable ~~consolidated~~of ~~financial statements~~$2,708 ~~have~~resulted ~~been~~from ~~reclassified~~a topurchase ~~conform~~accrual being recognized in an incorrect period. Restated to reflect the ~~current~~expense ~~year’s~~in ~~presentation~~correct accounting period.

~~Note~~(E) 2The increase in deferred revenue of $11,900 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. ~~Stockholders’ Equity~~

~~COMMON~~(F) ~~STOCK~~Restatement related to the incorrect accounting treatment for derivative liability refer to Change in Accounting of Convertible Note section above.

The changes ~~authorized~~resulting ~~common~~from ~~stock of~~ the ~~Company~~restatement ~~consists~~items ofand ~~300,000,000 shares with par value of $0.001. On October 20, 2017,~~ the ~~Company~~additional ~~acquired~~timing ~~Clinical~~differences &are ~~Herbal~~reflected ~~Innovations, Inc. (CHII) a Georgia corporation,~~ in athe ~~share~~below ~~exchange.~~Statements ~~The Company authorized and issued 8,751,000 shares~~ of ~~its $0.001 par value common stock in exchange~~Operations for ~~8,751,000 shares of CHII stock. The 8,751,000 shares acquired represented 100% of~~ the ~~shares~~three ~~of CHII. After the transaction, the Company had 116,410,890 shares issued~~ and ~~outstanding.~~six Asmonths ofended ~~December~~June 3130, ~~2018 and 2017, and to the date of this report, the Company had 116,410,890 common shares issued and outstanding~~2019.

The Company has authorized 50,000,000 shares of $0.001 par value preferred stock. As of December 31, 2018 and 2017, and to the date of this report, no preferred shares have been issued or are outstanding.F-19

~~NET~~Table ~~LOSS~~of ~~PER COMMON SHARE~~Contents

~~Net loss per share is calculated in accordance with FASB ASC 260,~~CARECLIX ~~“EARNINGS~~HOLDINGS, ~~PER SHARE~~INC.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

~~Basic net loss per common share is based on the weighted average~~NOTES ~~number~~TO ofTHE ~~shares~~CONSOLIDATED ofFINANCIAL common stock outstanding of 116,410,890 and 109,387,644 during 2018 and 2017, respectively. As of December 31, 2018, December 31, 2017 and since inception, the Company had no dilutive potential common shares.STATEMENTS

~~Note~~Consolidated statements ~~3. Income~~of ~~Taxes~~operations for the three and six months ended June 30, 2019 (as previously reported and restated)

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act). The Tax Reform Act alters U.S. corporate income taxation in a number of significant ways including, lowering the corporate income tax rate from 35% to 21%, implementing a quasi-territorial tax regime by providing a 100% Dividends Received Deduction (“DRD”) of foreign dividends, imposing a one-time transition tax on deemed repatriated post-1986 undistributed earnings of foreign subsidiaries and revising or eliminating certain deductions.

	3 Months Ended						6 Months Ended
	June 30, 2019			June 30, 2019			June 30, 2019			June 30, 2019
	As Previously Reported			Restated			As Previously Reported			Restated

Revenues, net of returns	$	438,842		$	502,689		$	443,193		$	507,040
Cost of Revenue		(286,012	)		(237,203	)		(288,563	)		(239,753	)
Gross Profit		152,830			265,486			154,630			267,287

General, selling and administrative expenses
Officer salaries		30,000			30,000			60,000			60,000
Rent and Management fees		25,500			25,500			51,000			51,000
Payroll expense		107,155			99,240			107,155			99,240
Consulting expenses		74,845			74,845			114,842			114,842
Professional fees		26,250			16,250			47,150			36,150
Other expenses		126,780			186,185			135,496			190,865
Total expenses		390,530			432,020			515,643			552,097

Operating loss	$	(237,700	)	$	(166,534	)	$	(361,013	)	$	(284,810	)

Nonoperating income (expenses)
Interest income		2,340			2,340			2,340			2,340
Interest expense		(24,847	)		(24,847	)		(28,237	)		(28,237	)
Interest premium expense on convertible notes		(1,680,000	)		—			(1,680,000	)		—
Amortization of debt discount					(2,660,445	)					(2,660,445	)
Gain (Loss) on FMV adjustment to Derivative		—			1,942,239			—			1,942,239
Total nonoperating income (expenses)		(1,702,507	)		(740,713	)		(1,705,897	)		(744,103	)
Net loss	$	(1,940,207	)	$	(907,247	)	$	(2,066,910	)	$	(1,028,913	)
Net loss per share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

Weighted Average number of shares of common stock outstanding- Basic		103,804,390			115,164,093			103,804,390			115,780,565

~~In accordance with FASB ASC 740, “INCOME TAXES,” the deferred tax liabilities and valuation allowance has been adjusted for the effect of the change in tax rates.~~F-20

WeTable ~~did not provide any current or deferred U.S. federal income tax provision or benefit for any~~ of the periods presented because we have experienced operating losses since inception. When it is more likely than not a tax asset cannot be realized through future income the Company must allow for future tax benefits. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more than likely than not we will not earn income sufficient to realize deferred tax assets during the carryforward period.Contents

~~The Company has not taken a tax position that, if challenged, would~~CARECLIX ~~have a material effect on the financial statements for the twelve months ended December 31~~HOLDINGS, ~~2018 and 2017, or during the prior three years applicable under FASB ASC 740~~INC. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. The Company is in process of filing the 2018 tax return.

~~F-9~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~Consolidated Balance Sheets as of ~~Contents~~September 30, 2019 (as previously reported and restated)

The components of the Company’s deferred tax asset as of December 31, 2018 and 2017 is as follows:

	As Previously Reported			Restated
	September 30, 2019			September 30, 2019			Restated Impact
	(Unaudited)			(Unaudited)			Difference
Assets
Current assets:
Cash	$	135,927		$	137,237	(A)	$	1,310
Accounts receivable, net		239,661			310,774	(B)		71,113
Prepaid expenses		—			10,022	(C)		10,022
Inventory		36,749			36,749			—
Total current assets		412,337			494,782			82,445

Fixed assets net of depreciation		72,533			72,533			—
Other assets
Intangible assets, net of amortization		1,736,454			1,736,454			—
Total Assets	$	2,221,324		$	2,303,769		$	82,445

Liabilities
Current liabilities
Accounts payable		67,954			53,529	(D)		(14,425	)
Accrued interest		67,112			43,887			(23,225	)
Accrued expenses		91,815			91,815			—
Convertible Notes		1,680,000			1,580,000			(100,000	)
Note Premium at fair value		1,680,000			(1,551,661	)(F)		(3,231,661	)
Derivative Liability		—			2,918,799	(F)		2,918,799
Deferred revenue		—			33,268	(E)		33,268
Related Party Loans		372,195			372,195			—
Related Parties Payables		1,526,750			1,526,750			—
Stock issuable as compensation		25,000			25,000			—
Stock issuable for acquisition		900,000			900,000			—
Total Liabilities	$	6,410,826		$	5,993,582		$	(417,244	)

Stockholders’ Deficit
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding
Common Stock, $0.001 par value, 300,000,000 shares authorized; 104,869,821 shares issued and outstanding
at September 30, 2019		103,804			104,869			1,065
Additional Paid in Capital		102,888			397,817			294,929
Accumulated Deficit		(4,396,194	)		(4,192,499	)		203,695
Total Stockholders' Deficit		(4,189,502	)		(3,689,813	)		499,689
Total Liabilities and Stockholders' Deficit	$	2,221,324		$	2,303,769		$	82,445

	2018			2017
Net operating loss carryforward	$	372,223		$	287,665
Valuation allowance		(372,223	)		(287,665	)
Net deferred tax asset	$	0		$	0

F-21

ATable ~~reconciliation~~ of ~~income taxes computed at the 21% statutory rate to the income tax recorded is as follows:~~Contents

	2018			2017
Tax at statutory rate (21%)	$	84,558		$	77,036
Valuation allowance		(84,558	)		(77,036	)
Net deferred tax asset	$	0		$	0

CARECLIX HOLDINGS, INC.

~~The Company did not pay any income taxes during the periods ended~~NOTES ~~December~~TO ~~31,~~THE ~~2018~~CONSOLIDATED ~~and~~FINANCIAL ~~2017.~~STATEMENTS

The net federal operating loss carry forward of $1,772,492 will expire between 2032 and 2038. This carry forward may be limited or eliminated as a result of the acquisition of Clinical and Herbal Innovations, Inc. by the Company in October 2017 under IRC Section 381.Note:

~~Note~~(A) ~~4. Related party~~The ~~Transactions~~ increase in the cash balance of $1,310 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of September 30, 2019.

~~Charles~~(B) ~~Scott,~~The ~~Chief~~increase ~~Executive~~in ~~Officer~~accounts ~~and~~receivable ~~majority shareholder~~ of ~~the Company~~$71,113 ~~has~~resulted ~~advanced~~from ~~funds to the Company and has accrued rent and management fees for office and storage space and services provided to the Company through Eagles United Financial,~~ an ~~affiliate~~accrual of ~~Mr.~~revenue ~~Scott.~~that ~~There~~was isincorrectly norecognized ~~note~~in ~~and~~ the ~~amounts~~incorrect ~~are unsecured, and repayable on demand~~period. ~~Mr.~~Restated ~~Scott also owns the patent utilized by CHII. The patent is licensed to CHII for the production~~ and ~~sale~~ ofrecognized ~~the~~in ~~proprietary supplement. No patent fees or royalties from use of~~ the ~~patent~~period ~~have~~in ~~been~~which ~~paid or accrued as of December 31, 2018 and no fees are due. At~~ the ~~end~~revenue ofwas ~~the five year agreement the Company will purchase the patent from Mr Scott at the then fair market value determined by an independent third party~~earned. ~~The terms of the patent agreement are currently under review and are expected to be modified during the current fiscal year.~~

(C) The ~~Company~~increase ~~also~~in ~~licensed~~prepaid aexpense ~~trademark~~of ~~owned~~$10,022 byresulted Mrfrom ~~Scott~~previously ~~for~~incorrectly aexpensing ~~period of~~insurance ~~five~~in ~~years~~the ~~with~~statement aof ~~minimum~~operations. ~~guarantee~~Restated ofand ~~$500~~recorded ~~royalty,~~as ~~which~~a ~~has~~prepaid ~~been~~asset ~~accrued~~and inrecognized to the ~~accompanying~~statement ~~consolidated~~of ~~financial~~operation ~~statements~~over its term.

~~Rent~~(D) ~~and~~The ~~storage~~increase ~~fees~~in toaccounts ~~Eagles~~payable ~~United~~of ~~Financial~~$14,425 aresulted ~~related~~from ~~party by~~a ~~common~~purchase ~~ownership~~accrual ~~for~~being ~~the~~recognized ~~years~~in ~~ended~~an ~~December~~incorrect ~~31, 2018 and 2017 was $102,000 and $102,000, respectively~~period. ~~The~~Restated ~~balance due~~ to ~~Eagles~~ ~~United~~reflect ~~Financial~~the ~~was~~expense ~~$408,500~~in ~~and~~correct ~~$306,000~~accounting ~~as of December 31, 2018 and 2017, respectively~~period.

~~The Company has advanced funds from an Equity Line of Credit~~ (~~LOC~~E) ~~secured~~ ~~by the home of Mr. Scott.~~ The ~~LOC~~increase ~~allows~~in ~~for~~deferred ~~draws~~revenue upof to $~~200~~33,~~000~~268 ~~through~~resulted ~~August~~from ~~2024~~implementation ~~with~~revenue afees, ~~repayment~~previously ~~period~~recognized ~~through~~as ~~August 2044.~~revenue ~~Interest~~in isthe ~~charged~~statement ~~at an annual percentage rate~~ of 6operations.~~28%~~ Restated as ofdeferred ~~December~~revenue ~~31,~~and ~~2018.~~recognized ~~Funds~~over ~~advanced to~~ the ~~Company~~term ~~through the LOC were $200,406 and $192,127 as~~ of ~~December~~the ~~31, 2018 and 2017, respectively~~contract.

~~Additional~~(F) ~~funds~~Restatement ~~advanced~~related byto ~~Mr.~~the ~~Scott~~incorrect ~~were~~accounting ~~$123,156~~for ~~and~~derivative ~~$68,156 as~~liability ofrefer ~~December~~to ~~31,~~Change ~~2018~~in ~~and~~Accounting ~~2017,~~of ~~respectively~~Convertible Note section above.

~~Officer~~The changes ~~compensation~~resulting tofrom ~~Josh Flood, President, for~~ the ~~years~~restatement ~~ended December~~items ~~31, 2018~~ and ~~2017~~the ~~was~~timing ~~$120,000~~differences ~~and~~are ~~$120,000,~~reflected ~~respectively.~~in ~~There is no note and~~ the ~~amounts~~below ~~are~~Statements ~~unsecured,~~of ~~bear~~Operations ~~no interest,~~for ~~and~~the ~~are~~three ~~payable on demand. The balance due to Mr. Flood was $480,000~~ and ~~$360,000~~nine asmonths ofended ~~December~~September 3130, ~~2018 and 2017, respectively~~2019.

Related party compensation to Avril James for the years ended December 31, 2018 and 2017 was $96,000 and $96,000, respectively. There is no note and the amounts are unsecured, bear no interest, and are payable on demand. The balance due to Ms. James was $384,000 and $288,000 as of December 31, 2018 and 2017, respectively.F-22

~~F-10~~Table of Contents

~~Table~~CARECLIX HOLDINGS, ~~of Contents~~INC.

~~An account payable in the amount of $15,750 is due for services~~NOTES ~~provided~~TO inTHE ~~2016~~CONSOLIDATED inFINANCIAL ~~connection with the development of the Company web site by Josh Flood.~~STATEMENTS

AsConsolidated statements of ~~December~~operations ~~31,~~for ~~2018 and 2017,~~ the ~~Company~~three ~~owed~~and ~~officers~~nine ~~and affiliates~~months ~~$1,596,062~~ended ~~and~~September $130,~~214,283,~~ ~~respectively,~~2019 in(as ~~addition~~previously toreported ~~the~~and ~~related party payable of $15,750.~~restated)

During 2018, product sales at market were made to affiliate, family members of affiliates and employees of a related sales and marketing company totaling $6,669. No discounts or other favorable pricing was provided for these sales and all sales were placed through regular market sales channels.

	3 Months Ended						9 Months Ended
	September 30, 2019			September 30, 2019			September 30, 2019			September 30, 2019
	As Previously Reported			Restated			As Previously Reported			Restated
Revenues, net of returns	$	531,836		$	500,343		$	975,030		$	1,007,383
Cost of Revenue		(349,386	)		(278,610	)		(637,950	)		(518,383	)
Gross Profit		182,450			221,733			337,080			489,000
General, selling and administrative expenses
Officer salaries		30,000			30,000			90,000			90,000
Rent and Management fees		25,500			25,500			76,500			76,500
Payroll expense		107,709			107,616			214,864			206,856
Consulting expenses		95,053			170,356			209,895			285,198
Professional fees		51,075			41,325			98,225			72,475
Other expenses		381,019			367,443			516,515			563,288
Total expenses		690,356			742,240			1,205,999			1,294,317

Operating loss		(507,906	)		(520,507	)		(868,919	)		(805,317	)

Nonoperating income (expenses)
Interest income		134			134			2,474			2,474
Interest expense		(49,020	)		(28,765	)		(1,757,257	)		(57,002	)
Amortization of debt discount		—			(120,694	)		—			(2,781,139	)
Gain (Loss) on FMV adjustment to Derivative		—			(721,262	)		—			1,220,977
Total nonoperating income (expenses)		(48,886	)		(870,587	)		(1,754,783	)		(1,614,690	)

Net loss	$	(556,792	)	$	(1,391,094	)	$	(2,623,702	)	$	(2,420,007	)

Net loss per share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)		(0.02	)

Average number of shares of common stock outstanding		103,804,390			116,410,890			103,804,390			111,746,947

~~Note 5. Subsequent Events~~ F-23

OnTable ~~January 7, 2019, we entered into a binding letter~~ of intent (the “LOI”) with KB Medical Systems, LLC (“KB”) which set forth the preliminary terms and conditions of the proposed acquisition of the assets of KB by the Company, free and clear of all debts, liabilities and claims of any creditor of or claimant against KB Medical Systems, LLC, except otherwise agreed by the parties at Closing.Contents

~~On February 20, 2019, after further due diligence~~CARECLIX ~~and negotiations~~HOLDINGS, ~~we entered into a definitive Asset Acquisition Agreement with KB (the “Agreement”), which replaces and supersedes the LOI~~INC. ~~The terms of the Agreement are summarized below.~~

~~The consideration for the Acquisition will be~~NOTES ~~$2,000,000,~~TO ~~made~~THE upCONSOLIDATED ofFINANCIAL (i) that number of shares of unregistered and restricted common stock of the Company with a value at Issuance of $1,000,000 (“SOLI Shares”) plus (ii) cash consideration of $1,000,000 (USD). The total stock consideration will be issued KB or its designees on the date which is six (6) months after Closing. The SOLI Shares will be valued based on the five (5) day trailing average closing bid price of the Company’s common shares on the trading market on which said shares are trading at the time of issuance. The total cash consideration will be payable in the amount of $1,000,000 in good funds at Closing.STATEMENTS

~~The Closing of the transaction contemplated~~Consolidated bycash ~~this~~flow ~~Agreement~~statements ~~will~~for ~~take place immediately upon~~ the ~~satisfaction~~six ofmonths ~~all~~ended ~~stated~~June ~~closing conditions~~30, ~~specifically~~2019 ~~the~~(as ~~delivery of~~previously ~~all~~reported ~~required documents~~ and ~~the cash consideration, at such time and place as the Parties mutually agree, but no later than April 15, 2019.~~restated)

The Acquisition will consist of the acquisition of all of the business, assets and subsidiaries of KB Medical Systems, LLC, including CareClix™, except for any assets expressly excluded from the Acquisition , free and clear of any claims, debts, security interests, pledges or other liabilities of any kind of KB.

	Six Months Ended June 30, 2019
	As Previously Reported			Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,066,910	)	$	(1,028,913	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		46,053			46,053
Premium on convertible notes		1,680,000			—
Gain or loss on fair value adjustment of derivative		—			(1,942,239	)
Amortization of debt discount		—			2,660,445
Change in operating assets and liabilities:
Inventory		2,936			2,937
Prepaid insurance		—			(13,899	)
Deferred revenue		—			11,900
(Decrease) in accounts payable		(12,980	)		5,478
Increase in related party payables		174,750			207,632
Increase in accrued expenses		88,790			88,790
Increase in accrued interest		21,527			21,527
(Increase) in accounts receivable		(280,151	)		(356,498	)
Net cash used in operating activities		(345,985	)		(296,787	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition		(1,000,000	)		(1,000,000	)
Net cash used in investing activities		(1,000,000	)		(1,000,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes		1,680,000			1,680,000
Proceeds from related parties		49,820			—
Net cash provided by financing activities		1,729,820			1,680,000

Net increase in cash	$	383,835		$	383,213
Cash, beginning of period		2,563			2,563
Cash, end of period		385,211			385,776

In addition to the other conditions to Closing specified in the Agreement, the following are conditions to proceeding with the Acquisition: (i) delivery of the Consideration to KB Medical Systems; (ii) transfer of the Assets to a newly formed subsidiary of the Company, including all required regulatory compliance; and (iii) completion of due diligence to the satisfaction of the Company. In addition, the Definitive Agreement provides that Closing is conditioned onF-24

~~a) The Company~~Table ~~obtaining the $1,000,000 cash portion~~ of the Consideration and the common shares of the Company to be issued being admitted for trading on the OTC Markets Pink Sheets or such other equivalent trading market as the Company and KB mutually agree at or prior to Closing.Contents

~~b) The~~CARECLIX ~~Company reserving the SOLI Shares~~HOLDINGS, ~~for issuance to KB~~INC.

~~c) The~~NOTES ~~Company~~TO ~~shall~~THE ~~have~~CONSOLIDATED ~~performed~~FINANCIAL all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transaction.STATEMENTS

~~d) There~~Consolidated ~~shall~~Cash beflow ~~and~~statements ~~have~~for ~~been no material adverse change in~~ the ~~operating~~nine ~~results~~months ofended ~~the~~September ~~business~~30, of2019 KB(as ~~between~~previously ~~the~~reported ~~date of the Agreement~~ and ~~the Closing.~~restated)

F-11

	Nine Months Ended September 30, 2019
	As Previously Reported			Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,623,702	)	$	(2,420,007	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		99,413			99,413
Premium on convertible notes		1,680,000			—
Gain or loss on fair value adjustment of derivative		—			(1,220,977	)
Amortization of debt discount		—			2,781,139
Stock compensation		25,000			25,000
Change in operating assets and liabilities:
Prepaid insurance		—			(10,022	)
Inventory		5,021			5,021
Deferred revenue		—			33,268
Accounts payable and accrued expenses		220,161			185,481
Related party payables		238,500			287,132
Accounts receivable		(239,661	)		(310,774	)
Net cash used in operating activities		(595,268	)		(545,326	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition		(1,000,000	)		(1,000,000	)
Net cash used in investing activities		(1,000,000	)		(1,000,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes		1,680,000			1,680,000
Proceeds from related party loan		48,632			—
Net cash provided by financing activities		1,728,632			1,680,000

Net increase in cash	$	133,364		$	134,674
Cash, beginning of period		2,563			2,563
Cash, end of period		135,927			137,237

~~Table of Contents~~F-25

~~e) John Korangy~~Table ~~and Simon Kim, key employees~~ of KB, each shall have received an employment agreement (“Employment Agreement”) from the newly formed subsidiary of the Company as set forth in those certain letter agreements dated February 20, 2019 between the Company and Korangy, and Kim.Contents

~~The Company has commenced a private offering of convertible debt~~CARECLIX ~~in the total principal amount of up to $3~~HOLDINGS,~~000,000.~~ If and when issued, the notes will bear interest at 6 percent per annum and may be converted at the election of the holder into common stock of the Company at a conversion price per share equal to 50 percent of the closing price of the stock at the time of a conversion electionINC. ~~No conversions are permitted during the first 6 months after issue. No notes have been sold or issued as of the date of these financial statement.~~

~~F-12~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~ Statement of ~~Contents~~Stockholders’ Deficit for the periods ended June 30, 2019 and September 30, 2019 (as previously reported and as restated)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

								Additional
		Common						Paid-in		Accumulated
		Shares			Amount			Capital		Deficit			Total
As Previously Reported
Balance, March 31, 2019			116,410,890		$	116,411		$	90,281	$	(1,899,195	)	$	(1,692,503	)
Net Loss			—			—			—		(1,940,207	)		(1,940,207	)
Cancellation of shares			(12,606,500	)		(12,607	)		12,607		—			—
Balance, June 30, 2019			103,804,390		$	103,804		$	102,888	$	(3,839,402	)	$	(3,632,710	)

Restatement Impacts
Balance, March 31, 2019			116,410,890		$	116,411		$	90,281	$	(1,894,158	)	$	(1,687,466	)
Net Loss	(A)		—			—			—		(907,247	)		(907,247	)
Cancellation of shares			(12,606,500	)		(12,607	)		12,607		—			—
Balance, June 30, 2019			103,804,390			103,804			102,888		(2,801,405	)		(2,594,713	)

As Previously Reported
Balance, June 30, 2019			103,804,390		$	103,804		$	102,888	$	(3,839,402	)	$	(3,632,710	)
Net Loss			—			—			—		(556,792	)		(556,792	)
Balance, September 30, 2019			103,804,390		$	103,804		$	102,888	$	(4,396,194	)	$	(4,189,502	)

Restatement Impacts
Balance, June 30, 2019			103,804,390		$	103,804		$	102,888	$	(2,801,405	)	$	(2,594,713	)
Net Loss	(A)		—			—			—		(1,391,094	)		(1,391,094	)
Shares issued for convertible notes			1,065,431			1,065			101,905		—			102,970
Derivative conversion	(B)		—			—			193,024		—			193,024
Balance, September 30, 2019			104,869,821		$	104,869		$	397,817	$	(4,192,499	)	$	(3,689,813	)

~~None.~~Note:

~~ITEM~~(A) 9AThe restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. ~~CONTROLS~~Additionally, ~~AND~~various ~~PROCEDURES~~expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section).

~~EVALUATION~~(B) OFThe ~~DISCLOSURE~~restated ~~CONTROLS~~additional &paid ~~PROCEDURES~~in capital balance is as a result of the incorrect accounting treatment for the derivative liability associated with the Company’s convertible notes, (refer to Change in accounting of convertible note section).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.F-26

InTable ~~connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act~~ of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2018. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2018, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management's responsibility to establish and maintain adequate internal control over financial reporting.Contents

~~This annual report does not include an attestation~~CARECLIX ~~report~~HOLDINGS, ~~of our independent registered public accounting firm regarding our internal control over financial reporting~~INC. Management's report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.

~~We have implemented a framework used by management~~NOTES toTO ~~evaluate~~THE ~~the~~CONSOLIDATED ~~effectiveness~~FINANCIAL of our internal control over financial reporting, which incorporates a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization may arise as the accounting may be reviewed by our auditors.STATEMENTS

~~Our Management's assessment of the effectiveness~~Note of3. ~~internal~~Business controls over financial reporting as of the end of the most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph.Combinations

~~MANAGEMENT'S~~In April ~~REPORT~~2019, ONthe ~~INTERNAL~~Company ~~CONTROL~~completed ~~OVER~~the acquisition of certain assets of KB Medical Systems, LLC, an unaffiliated Company, for a ~~FINANCIAL~~total ~~REPORTING~~consideration of $1,900,000, of which $1,000,000 was paid in cash at closing and the balance of which was paid in October 2019 by the issuance of 2,694,612 shares of unregistered common stock of the Company valued at $900,000, based on the five day trailing average closing market price of the common stock. The assets acquired did not include a majority of the assets of KB Medical as reported on its closing date balance sheet and were acquired free of any and all liabilities of KB Medical Systems, LLC. The primary asset acquired was the CareClix® software, the CareClix® trademark and domain name and the patent pending on the CareClix® software, which are all interrelated and considered by management in essence as a single asset; the remaining assets acquired were incidental to the principal purchase.

ItFollowing the isacquisition, ~~Management's~~the ~~responsibility~~acquired toassets ~~establish and~~were ~~maintain~~contributed ~~adequate~~by ~~internal~~the ~~control~~Company ~~over~~to ~~financial~~a ~~reporting.~~newly ~~The~~formed ~~matters~~Virginia ~~involving~~subsidiary ~~internal~~corporation, ~~controls~~CareClix, Inc., ~~and~~incorporated ~~procedures~~for that ~~our Company's~~purpose. ~~management~~CareClix, ~~considered~~Inc. tocommenced benew ~~material~~operations ~~weaknesses~~at ~~and may have been ineffective under~~ the ~~standards~~offices of the ~~Public~~ Company ~~Accounting~~ ~~Oversight~~in ~~Board~~Virginia ~~were:~~with ~~(1) lack of a functioning audit committee and lack of a majority of outside directors on our board~~new ~~of directors~~marketing, ~~resulting~~management ~~in ineffective oversight in the establishment~~ and ~~monitoring~~finance ofstaff, ~~required internal controls~~ and ~~procedures; (2)~~one ~~inadequate segregation~~ of ~~duties~~the ~~consistent~~two ~~with~~founders ~~control objectives; (3) insufficient written policies~~ and ~~procedures~~only ~~for~~one ~~accounting and~~other ~~financial~~former ~~reporting~~employee ~~with respect to the requirements and application~~ of USKB ~~GAAP~~Medical ~~and SEC disclosure requirements; and (4) ineffective~~Systems, ~~controls~~Inc. ~~over~~have ~~period~~been ~~end~~employed ~~financial~~by ~~disclosure~~CareClix, ~~and reporting processes~~Inc.

37Based on the terms of the acquisition, the Company evaluated the proper accounting treatment for this acquisition to determine if the acquisition should be treated for accounting purposes as an acquisition of assets, or as a business combination under ASC 805. The Company concluded that, since some, but not all, of the customers of KB Medical Systems became customers of the Company, due to the fact that they were already using the CareClix® Software acquired by the Company, and to the accounting guidance that indicates that separate intangible assets acquired in an acquisition transaction are to be treated as separate assets and not a single asset, ASC 805 would require the transaction to be reported as a business combination. ASC 805 mandates the evaluation of the inputs and outputs of each separate asset acquired with an allocation of the total purchase price to all assets acquired, including goodwill. In this evaluation, the Company concluded initially that the patent pending, trademark and domain name have minimal value as separate assets apart from the software, and that any goodwill value was minimal apart from the software itself. Accordingly, the Company recorded the acquisition as a business combination, and allocated the total purchase price based on the respective fair values or replacement values of the various assets in its Form 10-Q filings for June 30 and September 30, 2019. The allocations were based on management’s best estimate of values based on replacement values, but the Company reserved the right to re-evaluate the assets and allocation over the next 12 months, as permitted in ASC 805: The initial allocation was as follows:

Table of Contents

CareClix Software	$	1,500,000
Computer Equipment	$	50,000
Furniture and equipment	$	3,000
Medical Equipment	$	27,000
Patent application and rights thereto	$	50,000
CareClix domain name (CareClix.com)	$	100,000
CareClix trademark and trade name	$	120,000
Goodwill	$	50,000
Total Assets acquired	$	1,900,000

~~Management~~As part ~~has~~of ~~assessed~~ the ~~effectiveness~~review of its ~~internal~~financial ~~controls~~statements ~~over~~and ~~financial~~preparation ~~reporting~~for at the ~~end~~audit of ~~the~~its ~~most~~financial ~~recent~~results for the fiscal year ~~and~~ended December ~~has~~31, ~~determined~~2019, ~~several~~the ~~weaknesses and~~Company ~~has~~retained ~~determined~~the ~~that~~services ~~its~~of ~~internal~~an ~~controls~~independent ~~have~~valuation ~~not~~firm ~~been~~to ~~effective~~review ~~due,~~the invaluations ~~part,~~and toallocations. As ~~lack~~a result of ~~full-time~~that ~~financial~~independent ~~accounting~~review, ~~professionals.~~the Company has reallocated the total acquisition price as follows:

Management believes that the material weaknesses and ineffectiveness set forth in items (2), (3) and (4) above did not have an affect on our Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures may result in our Company's financial statements for the future years being subject to error and inaccurate if controls, procedures, and professional financial officers are not maintained.

Tangible assets	$	56,000
Technology	$	936,591
Trade names and trademarks	$	66,899
Customer relationships	$	12,294
Assembled workforce	$	100,100
Goodwill	$	728,116
Total Assets acquired	$	1,900,000

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.F-27

~~Management~~Table ~~believes that the appointment~~ of ~~one~~ or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company may encounter in the future.Contents

~~Due to insufficient funds during the year ended~~CARECLIX ~~December 31~~HOLDINGS, ~~2018, the Company has been unable to implement many of the remedies to the ineffective oversight~~INC. ~~The Company will continue to implement the changes as laid out above as soon as funds are available to the Company.~~

~~We will continue to monitor and evaluate the~~NOTES ~~effectiveness~~TO ofTHE ~~our~~CONSOLIDATED ~~internal~~FINANCIAL controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.STATEMENTS

~~Item~~The Company ~~9B.~~is ~~Other~~unable ~~Information~~to file audited financial statements for KB Medical Systems, LLC for the pre-acquisition years due to the lack of access to and the inadequacy of the financial records of KB Medical Systems, LLC.

~~None~~Note 4. Intangible Assets

~~PART~~In April ~~III~~2019, the Company completed the acquisition of certain assets of KB Medical Systems, LLC, an unaffiliated Company, for a total consideration of $1,900,000. In connection with this acquisition, the Company acquired the below intangible assets. The fair value allocated to the definite lived assets is depreciated over their expected useful life, Expected Useful lives for each category of intangible asset are as follows:

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Definite-Lived Intangible Assets	Expected Useful life
Technology	8 years
Customer Relationships	11 years
Tradenames and Trademark	9 years

~~The following table sets forth information~~Intangible asassets toare ~~persons~~comprised ~~who currently serve as our directors or executive officers, including their ages as~~ of ~~April~~the ~~10,~~following ~~2019.~~items:

Name	Age		Position
December 31, 2019
Charles O. Scott	64		Chief Executive Officer and Chairman
	Gross Value			Accumulated Amortization			Net Carrying Value
Joshua Flood	45		President and Chief Financial Officer
Technology	$	936,591		$	(84,356	)	$	852,235
Customer relationships		12,294			(805	)		11,489
Tradenames and Trademarks		66,899			(5,357	)		61,542
Total other intangible assets	$	1,015,784		$	(90,518	)	$	925,266
Goodwill		828,216			—			828,216
Total	$	1,844,000		$	(90,518	)	$	1,753,482

38Amortization expense for intangibles was $90,518 and $0 during the years ending December 31, 2019 and 2018, respectively and is recorded in general administrative expenses in the consolidated statement of operations. Goodwill and definite lived intangible asset balances at December 31, 2019 reflect the amounts as described in note 3 Business Combinations.

~~Table~~The Company ofestimates ~~Contents~~that amortization expense will be $102,210 per year, for the next five years.

~~Our officers are elected by the board of directors~~Note at5. ~~the~~Accounts ~~first~~Payable ~~meeting after each annual meeting of our stockholders~~ and ~~hold~~Accrued ~~office until their successors are duly elected and qualified under our bylaws.~~Expenses

The directors named above will serve until the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

	December 31,
	2019		2018
Trade Accounts Payable	$	301,401	$	6,720
Payroll Taxes		78,625		—
Doctor Wages		103,074		—
Accrued Other		3,318		—
Accrued Interest		14,529		—
Total	$	500,947	$	6,720

~~BIOGRAPHICAL~~Note 6. ~~INFORMATION~~Convertible Notes

~~Charles~~April 2019 ONote Offering. ~~Scott~~The Company commenced a private offering of convertible debt in the total principal amount of up to $3,000,000 in ~~Chief~~April ~~Executive~~2019. ~~Officer~~The Company closed on a total of $1,680,000 in convertible notes (“the Notes”). As issued, the convertible notes bear interest at 6% per annum and ~~Chairman~~may be converted at the election of the holder into common stock of the Company at a conversion price per share equal to 50%

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