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threewheeler

11/06/18 8:03 PM

#350 RE: Talc Moan #348

SOLI filing 10-12G/A Reports to Security Holders

Upon effectiveness of this Registration Statement, we will be subject to the reporting requirements of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures. HISTORY

Solei Systems, Inc. (“Solei Systems,” “We, or the “Company”) was organized October 26, 2004 under the laws of the State of Florida as Eli Enterprises, Inc. Our name was changed in 2008 to Solei Systems, Inc.

On February 3, 2014, while under the care and control of prior management, and over 3 years prior to current management taking over SOLI was relegated to “grey market" status. On that date, the Securities and Exchange Commission (release No. 71465) temporarily suspended trading of 250 OTC companies due to questions about "the accuracy and adequacy of publicly disseminated information concerning the companies’ operating status." Solei Systems, Inc. (SOLI) was temporarily suspended under that action.

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.

No 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.

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 is treated as a non-business entity, therefore, the accounting for the merger is identical to that resulting from a reverse merger except no goodwill or other intangible assets are recorded. For accounting purposes, CHII is treated as the accounting acquirer and is presented as the continuing entity. The historical financial statements are those of CHII.

Our principal executive offices are located at 206 North Washington St., Suite 100, Alexandria, VA 22314 and our office telephone number is (844) 726-6965. We maintain a website for sales of our product at www.panoxol.com, and such website is not incorporated into or a part of this filing. We have included our website address in this Registration Statement solely as an inactive textual reference. When this Registration Statement is effective, we will make available, through a link to the SEC’s website, electronic copies of the materials we file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports.