UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~January~~November 2915, ~~2020~~2021

CareClix Holdings, Inc.

(Exact name of registrant as specified in its charter)

Solei Systems, Inc.

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

~~(Former~~1270 ~~name~~N. ifWickham ~~changed~~Road, Suite ~~since last filing)~~13-1019

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

Melbourne, FL 32935

~~206 N. Washington~~(Address ~~Street,~~of ~~Suite~~principal ~~100,~~executive ~~Alexandria,~~offices) (zip VAcode) ~~22314~~

(~~address of principal executive offices~~844) ~~(zip~~ ~~code)~~ 726-6965

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

(registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x☒

Section 78 -– ~~Regulation~~Other FDEvents

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

~~Registrant~~On ~~has~~November ~~been engaged in completing a restatement of its financial reports contained in its previous filings on Form 10-Q for the periods ending June 30~~15, ~~2019 and September 30~~2021, ~~2019~~CareClix ~~and completing the audit of its financial statements for the year ended December 31~~Holdings, ~~2019 to include its Form~~Inc. ~~10-K for~~ (“the ~~year~~Company” ~~ended~~or ~~December~~“SOLI”) ~~31, 2019. The restatements~~ and ~~audit~~Life ~~have~~On ~~been difficult but are in the final stages and the Form 10-K for the year ended December 31~~Earth, ~~2019 is nearly complete~~Inc. ~~The~~(“LFER”) ~~filing~~executed ~~must~~a ~~complete~~Binding ~~final~~Letter ~~review~~ of ~~our independent accounting~~Intent ~~firm~~(“LOI”) ~~and will then be filed. Filing is expected before year end. The quarterly Form 10-Q filings~~ for the ~~First,~~acquisition ~~Second~~by ~~and~~LFER ~~Third Quarters~~ of ~~2019~~four ~~are~~wholly-owned ~~prepared~~subsidiaries ~~and~~of ~~will be completed and reviewed as soon as~~ the ~~final audit results for the year ended December 31, 2019 are approved~~Company. ~~All future filings with the SEC will be made on a timely basis, including the Form 10-K for the year ended December 31, 2020.~~

~~The~~Life ~~delinquent~~on ~~filings~~Earth ~~for~~Inc, ~~2019~~(LFER) ~~resulted~~is an SEC reporting ~~from~~company athat ~~number~~is publicly traded on the OTC Markets Pink (OTCPink: “LFER”) and is in the business of ~~unexpected~~the Internet of Things technologies and ~~unavoidable~~Cloud ~~issues~~based solutions serving multiple industries, including: Supply Chain, Logistics, Asset Management, Industry IoT and Cold chain applications and custom IoT based Industry applications.

1.Under ~~Our previous independent accounting firm advised us in January 2020 that it did not have~~ the ~~capacity~~terms toof ~~undertake~~ the ~~audit~~LOI, ~~for~~LFER ~~2019~~will ~~and resigned~~ acquire the ~~engagement.~~following ~~This~~subsidiaries ~~resignation was unexpected and there was no prior indication~~ of ~~any~~the ~~issues. The resignation was reported on Form 8-K filed on January 13, 2020.~~Company

~~2. On January 29, 2020, we engaged our current independent accounting firm, Rosenberg Rich Baker Berman P.A. (“RRBB”~~1) ~~as reported on Form 8-K filed on January 31~~ CareClix Services, ~~2010. RRBB had no prior information regarding our company and undertook a complete review of prior filings and financial reports~~Inc, ~~resulting in~~ a ~~determination~~Florida that certain items related to the acquisition of the CareClix operating software in April 2019 and the issuance of convertible notes in April and May 2019 had been reported incorrectly. This determination required us to retain an outside consulting group to complete a valuation of the assets acquired as a business combination and to restate the reporting of the convertible notes to reflect a derivative feature of those notes.corporation

~~3. The COVID-19 pandemic significantly affected the business and operations of the company as it moved into the telemedicine market as a result of the acquisition of the~~ 2) CareClix ~~telemedicine software~~, Inc. ~~On March 30~~, ~~2020, the company filed~~ a ~~Form~~Virginia ~~8-K report advising that we would be taking advantage of the extended filing period contained in SEC Release No. 34-88465.~~corporation

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

~~SIGNATURES~~4) CareClix RPM, Inc., a Florida corporation

~~Pursuant to~~The ~~the~~proposed ~~requirements~~acquisition ofis subject to due diligence and the ~~Securities~~completion ~~Exchange~~and ~~Act~~execution of ~~1934,~~a ~~the~~Stock ~~registrant~~Purchase ~~has~~Agreement ~~duly~~on ~~caused~~or ~~this~~before ~~report~~December to17, be2021, ~~signed~~with onclosing ~~its~~of ~~behalf~~the transaction byon ~~the~~or ~~undersigned~~before ~~hereunto~~December ~~duly~~31, ~~authorized~~2021.

Date: November 18, 2020	CareClix Holdings, Inc.
	By:	/s/ Charles O. Scott
		Name: Charles O. Scott
		Title: CEO

At Closing, in consideration for the purchase of the designated subsidiaries of SOLI , LFER will issue to SOLI or as designated by SOLI at Closing, (i) for redistribution to certain designated SOLI shareholders, (to be scheduled at and as part of Closing) on the basis of one LFER common share for each common share of SOLI outstanding at Closing and held by such designated shareholders of SOLI (up to 50,000,000 LFER common shares); (ii) for redistribution to SOLI’s remaining designated shareholders, (to be scheduled at and as part of Closing) one non-voting convertible preferred share of LFER for each 10 common shares of SOLI held by such remaining designated shareholders of SOLI outstanding at Closing), with final terms of convertibility of the preferred shares to be agreed on and included in the SPA, but not less than ten shares of LFER common stock for each share of such preferred stock; and, (iii) shares of Series A convertible voting preferred stock to the current majority shareholder of the Company as part of the consideration at Closing.

SIGNATURES

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

Date: November 16, 2021	CareClix Holdings, Inc.

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

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