Life On Earth Inc (fka LFER)

[DTGoody]

On December 17, 2021, we entered into a Stock Purchase Agreement (“SPA”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”) to acquire four operating subsidiaries of SOLI. On December 31, 2031, under the terms of a Management Operating Agreement, we agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement for the shares to be issued as part of the consideration. Although we acquired control of the CareClix



In the partial closing, we now own 100% ownership of the operating subsidiaries of SOLI, which include CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”). In exchange for ownership of the CareClix Group, we will issue the following securities to the common shareholders of SOLI:



1. 50,000,000 shares of our common stock;
2. 2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix have a convertibility ratio, under the current share structure, of 100 to 1 into our shares of common stock with conversion occurring automatically when our Articles of Incorporation have been amended to authorize sufficient common shares for the conversion. The net effect of these two share issuance will be that shares of SOLI held before the transaction will be exchanged for our common shares on a 1 for 1 basis.
3. 4,000,000 shares of our Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second installment of Series A shares are to be issued by February 14, 2022 but have not yet been issued and the finsl installment is due to be issued by March 31`, 2022.. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders.


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Upon the final closing of the Transaction, the former shareholders of SOLI will hold approximately seventy-frive percent of our issued and outstanding common equity on a fully diluted basis and will hold more than eighty-five percent of our total shareholder voting power.



The final closing of the Transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed registering the issuance of our shares of common stock and shares of Series E Preferred Stock to the common shareholders of CareClix. We are undertaking to file the S-4 registration statement, which will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies is completed.