Solei Systems Inc. (fka SOLI)

[Talc Moan]

UPDATED SOLI DD and Explanation + Time line of events!


Good Morning,Elvis. SOLI Explanation.

So lemme Break this down for you. It’s really cut and dry. No long twisting roads etc...

1.) Back in October of 2017 SOLI put out some filings to get current as a Pink Sheet no filer. Listed in those filings was Mr Scott and Mr Joshua Flood had purchased the dead Grey sheet stock Solei Systems SOLI shell.

https://backend.otcmarkets.com/otcapi/company/financial-report/181040/content

2.) Mr Flood and Mr Scott Merged into the SOLI shell. Their company called. Clinical & Herbal Innovations in a one for one stock exchange. It was Executed on Oct 20th 2017. Clinical Herbal sells Panaxol. A supplemental for opening the Air Ways to Blood Vessels etc...

http://www.panoxol.com/

3.) CHI became a Subsidiary of SOLI with Patents etc owned by Mr Scott leased to SOLI (details are in the November 26th 10-12G/A if you fast forward for answers on the Patent.

https://www.sec.gov/Archives/edgar/data/1750384/000106594918000176/ex10_3.htm

4.) After that. SOLI Essentially went dead quiet. threewheeler and I essentially we’re stuck and just waiting with dead gray market shares in our brokerage accounts.

5.) Out of the Blue on 9-24-2018 almost a Year Later SOLI Filed their Form 10 (10-12G).

https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001750384&action=getcompany


6.) SOLI wasn’t even connected to OTC Markets or IHUB Sec wire and I had no idea that filing even came out until one evening if I recall threeWheeler saw it and posted it to me on IHub. I actually contacted OTC Markets myself and IHub asking them to fix the SEC link problem. Which they did as you can see.

7.) In the Form 10 it listed that in June of 2017 Mr Scott our CEO Purchased controlling interest from the ex CEO Mr Paul Spivak in a Private Transaction. Page 1 of the Form 10 under History.

The company (SOLI) has been trading on the grey market since February 2014. In June 2017 the control block of SOLI was purchased by Charles Scott from Paul Spivak in private sale, at which time the old company management was removed, and new management put in place.

https://www.sec.gov/Archives/edgar/data/1750384/000170745118000042/solei-1012g.htm

8.) Once that transaction took place all previous management was removed and new management put in place.

https://www.sec.gov/Archives/edgar/data/1750384/000170745118000042/solei-1012g.htm

9.) On November 6th, November 26th and Dec 13th Amendments came out in the Form 10 tweaking a few things here and there. Like the Patent info of Panaxol etc... Small stuff.

https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001750384&action=getcompany

10.) In the last Amendment 10-12G/A on 12-13-2018 under description of business I noticed a small Paragraph that said they plan to raise the necessary funds and make an acquisition in the healthcare market. (It also mentions it in the other amendments I just never noticed) Page 1

Within the next six months, we intend to raise capital necessary to operate the business. We plan to grow revenue through the sale of our dietary supplement as well as mergers and acquisitions of health companies. We will begin searching to acquire a telemedicine company as soon as feasible.

https://www.sec.gov/Archives/edgar/data/1750384/000170745118000042/solei-1012g.htm

11.) On Jan 15th 2019 the 8k came out of no where regarding the Soli acquisition of CareClix. It was a LOI and a DD period ending in Jan 31st per the 8k and if all parties agreed we would go to close.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000002/0001065949-19-000002-index.htm

12.) On February 26th the Binding LOI was signed as definite binding agreement and the 8k came out confirming both Parties has Signed and Agreed to go to Close on April 15th. Per the agreement in the 8k the Share Structure was to be untouched as it has been. Float 49 mill OS 116 mill Mr Scott owns 64 mill Restricted.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000031/0001065949-19-000031-index.htm

13.) On March 15th A Form D hits for basically Friends and Family and Big investors to raise 3 mill. In the Form D it specifically states 1 mill will go to CareClix for the closing of the Acquisition.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000038/0001065949-19-000038-index.htm

We will use $1,000,000 of this to complete the acquisition of assets of KB Medical Systems as described in the Form 8-K filed with the SEC, dated February 26, 2019.

14.) Per the Feb 8k SOLI will have been admitted to trading on Pink Sheets or am equivalent Exchange prior to or at Closing.

a) Seller shall have obtained the $1,000,000 cash consideration portion of the Consideration as provided herein and the common shares of SOLI shall be admitted for trading on the OTC Markets Pink Sheets or such other equivalent trading market as Buyer and Seller shall mutually agree at or prior to Closing.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000031/soli8kfeb252019.htm


On a Side note. Mr Scott has Known Mr Korangy for many years. Its out there in the public eye. Mr Budhrani is so well recognized and also runs Innovation Health. Mr Budhrani is the founder of CareClix

FALLS CHURCH, Va., March 6, 2019 /PRNewswire/ -- Innovation Health has named Sunil BudhraniMD, MPH, MBA, as the new Chief Executive Officer (CEO) of Innovation Health. Budhrani served as the Chief Medical Officer (CMO) for Innovation Health for the last three years and will continue in the role, while also serving as CEO.

https://www.prnewswire.com/news-releases/dr-sunil-budhrani-chosen-to-lead-innovation-health-300807753.html


SOLI is staying SOLI and CareClix is staying CareClix as a Subsidiary of SOLI and operating business as usual. CareClix Management is receiving employee contracts etc.. Which will probably has stock options like Big Boards etc..

John Korangy and Simon Kim shall have received an employment agreement (“Employment Agreement”) from Buyer in a form satisfactory to the terms as set forth in those certain letter agreements dated February 20, 2019 between Buyer and Korangy, Buyer and Kim.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000031/soli8kfeb252019.htm


Per the Form D a new BOD will he created as well.

We may replenish line of credit taken out by Charles Scott and we may begin a salary for Charles Scott, but that decision will be made by the Board in the future after the compensation committee has been established.

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000038/xslFormDX01/primary_doc.xml




Lastly and it’s totally my opinion only. To answer your last question. YES it’s only a handful of people that know this Acquisition is taking place. Us here on IHub and insiders only. It’s my opinion that the relationship Mr Scott has with Mr Korangy made it easy to make the decision to go public via SOLI and not the long expensive drawn out way onto the big boards directly. I belieber SOLI will turn into a conglomerate like TDOC and we will be making many more Acquisitions over the coming years.

We have a very rare opportunity here and I hope this answers all of your questions and explains the time line properly. TDOC is a Billion dollar company that is experiencing massive growth and CareClix is following its exact foot steps. CareClix is affiliated with and has so much exposure I cannot even list them all here and is even opening up over seas in Dubai etc... John Hopkins is involved. Aetna, GE Healthcare, Verizon and so many more.

https://careclix.com/

Hope this helps and answers all your questions.


Regards

Smitter