CareClix (SOLI) 10-Q 20 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 20, 2019
Document And Entity Information
Entity Registrant Name	SOLEI SYSTEMS, INC.
Entity Central Index Key	0001750384
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		116,410,890
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Ex transition	false

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 7,133	$ 2,563
Inventory	39,998	41,770
Total current assets	47,131	44,333
FIXED ASSETS, net	7,613	8,400
Total assets	54,744	52,733
CURRENT LIABILITIES
Accounts payable	6,000	6,720
Accounts payable-related party	15,750	15,750
Related party payable	1,352,000	1,272,500
Related party loans	373,352	323,563
Total current liabilities	1,747,102	1,618,533
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value; authorized 50,000,000 shares; no shares issued and outstanding:	0	0
Common stock: $0.001 par value; authorized 300,000,000 shares; issued and outstanding:116,410,890 shares at March 31, 2019 and December 31, 2016;	116,411	116,411
Additional paid in capital	90,281	90,281
Accumulated deficit	(1,899,050)	(1,772,492)
Total stockholders' deficit	(1,692,358)	(1,565,800)
Total liabilities and stockholders' deficit	$ 54,744	$ 52,733

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	116,410,890	116,410,890
Common stock, shares outstanding	116,410,890	116,410,890

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenues, net of returns	$ 4,351	$ 4,918
Cost of revenue	2,551	1,984
Gross profit	1,800	2,934
General, selling and Administrative expenses
Officer salaries	30,000	30,000
Rent and management fees	25,500	25,500
Professional fees	60,897	37,904
General and administrative expenses	8,715	1,866
Total general, selling and administrative expenses	125,112	95,270
Operating loss	(123,312)	(92,336)
Nonoperating income (expense)
Interest expense	(3,246)	(2,785)
Net loss	$ (126,558)	$ (95,121)
Net loss per share, basic and diluted	$ 0	$ 0
Weighted average number of shares of common stock outstanding	116,410,890	116,410,890

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2016	107,709,890
Beginning balance, value at Dec. 31, 2016	$ 107,710	$ 103,982	$ (1,002,994)	$ (791,302)
Payment for former company treasury stock and cancellation prior to reorganization, shares	(50,000)
Payment for former company treasury stock and cancellation prior to reorganization, value	$ (50)	(4,950)		(5,000)
Reorganization, shares	8,751,000
Reorganization, value	$ 8,751	(8,751)
Net loss			(366,839)	(366,839)
Ending balance, shares at Dec. 31, 2017	116,410,890
Ending balance, value at Dec. 31, 2017	$ 116,411	90,281	(1,369,833)	(1,163,141)
Net loss			(402,659)	(402,659)
Ending balance, shares at Dec. 31, 2018	116,410,890
Ending balance, value at Dec. 31, 2018	$ 116,411	90,281	(1,772,492)	(1,565,800)
Net loss			(126,558)	(126,558)
Ending balance, shares at Mar. 31, 2019	116,410,890
Ending balance, value at Mar. 31, 2019	$ 116,411	$ 90,281	$ (1,899,050)	$ (1,692,358)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows From Operating Activities
Net loss	$ (126,558)	$ (95,121)
Changes in assets and liabilities
Depreciation and amortization	788	788
Decrease in inventory	1,770	1,356
Increase (decrease) in accounts payable	(720)	0
Increase in related party accruals	79,470	79,500
Net cash (used in) operating activities	(45,250)	(13,477)
Cash Flows From Investing Activities
Net Cash (used in) investing activities	0	0
Cash Flows From Financing Activities
Proceeds from Line of Credit	0	8,080
Proceeds from related party	49,820	0
Net cash provided by financing activities	49,820	8,080
Net increase (decrease) in cash	4,570	(5,397)
Cash, beginning of period	2,563	7,338
Cash, end of period	7,133	1,941
SUPPLEMENTAL INFORMATION
Interest Paid	$ 3,246	2,785
Income Taxes paid		$ 0

1. Nature of Business and Signi

1. Nature of Business and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Nature of Business and Significant Accounting Policies	Note 1. Nature of Business and Significant Accounting Policies NATURE OF BUSINESS: SOLEI SYSTEMS, INC. (“Company”) was organized October 26, 2004 under the laws of the State of Florida. 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 is treated as a non-business entity; 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 is presented as the continuing entity. The historical financial statements are those of CHII except for the shareholder equity portion and are reported in this Report on a consolidated basis with the Company. The Company is a holding company which had a single, wholly-owned subsidiary, CHII for the entire quarter ended March 31, 2019. CHII is 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. In early 2019, the Company entered into an agreement to acquire certain assets of KB Medical Systems, LLC, an unrelated company and the developer of the proprietary CareClix™ operating systems for telemedicine providers. The acquisition was closed in April 2019. Under the terms of the acquisition agreement, the Company formed a new, wholly-owned subsidiary to acquire the CareClix™ assets which will commence a new operating business with the assets following the acquisition. SEE, Subsequent Events. A SUMMARY OF THE COMPANY’S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS: BASIS FOR CONSOLIDATION The financial statements of the Company, including the consolidated balance sheets for the periods ended March 31, 2019 and December 31, 2018 and the Income Statements and Statement of Cash Flows for the quarterly periods ended March 31, 2019 and 2018, were prepared on a consolidated basis with its wholly-owned subsidiary, Clinical and Herbal Innovations, Inc. and all intercompany activities were eliminated in the consolidation. During the periods ended March 31, 2019 and 2018, there were no intercompany activities and the equity of the subsidiary was eliminated in the consolidation. The financial statements included in this Report should be read in conjunction with the audited financial statements and footnotes for the fiscal year ended December 31, 2018 as reported in the Form 10-K filed by the Company for that period. ESTIMATES 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. RECLASSIFICATION An account payable in the amount of $15,750 is due for services provided in 2017 in connection with the development of the Company web site by Josh Flood, current President and a director of the Company. The payable has been reclassified from the December 31, 2018 audited financial statements as a related party payable in the included financial statements to conform to current year presentation. CASH AND CASH EQUIVALENTS We consider highly liquid investments with maturity of three months or less cash equivalents. There were no cash equivalents as of March 31, 2019 and December 31, 2018. INVENTORY Inventory is stated at lower of cost or net 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. There was no obsolescence considered necessary at March 31, 2019 and 2018, respectively. Inventory as of March 31, 2019 and December 31, 2018 was $39,998 and $41,770, respectively. PROPERTY AND EQUIPMENT Property and equipment are stated at cost and depreciated over appropriate estimated useful lives. In 2016, the Company purchased a website for $15,750. The website is being amortized over a 60-month expected useful life. Depreciation and amortization for the three-month periods ended March 31, 2019 and 2018 were $788 and $788. LEASE ACCOUNTING The Company currently occupies space in a commercial property owned by the principal shareholder of the Company and the Company Chairman. The occupancy has been on a month to month basis with no written lease agreement while the Company determines its long term office needs in the light of planned acquisitions and expansion; however, the Company has entered into a one year short-term lease for the property, with no option for renewal or purchase, effective January 1, 2019 in order to clarify the lease accounting under Accounting Standards Codification 842, Leases, issued by the Financial Accounting Standards Board. As a month-to-month, short-term operating lease with no variable lease payments or purchase or renewal option, the Company is electing not to create a Right of Use Balance Sheet Asset for the lease, and no Lease Liability Balance Sheet entry and instead will report the short-term lease payments monthly as accrued, as lease expense. As the Company needs become clear over the fiscal year and if the Company determines that it would like to remain in the current premises thereafter or instead to lease other premises, the Company then will attempt to negotiate a longer term commercial lease at that time, and thereafter will account for any such lease in accordance with ASC 842. RESEARCH AND DEVELOPMENT All research and development costs are expensed as incurred and classified in selling, general and administrative expense. Total research and development expenses were $0 and $20 for the three month periods ended March 31, 2019 and 2018, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS FASB ASC 820 “FAIR VALUE MEASUREMENTS AND 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. Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and Level 3. Unobservable inputs in which there is little or no market data which requires the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities measured at fair market value on a recurring basis at March 31, 2019 and December 31, 2018. The Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during the three-month periods ended March 31, 2019 and 2018. REVENUE RECOGNITION We recognize revenue from product sales or services rendered under ASC 606, which directs that revenue should be recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration expected to be received in return for the goods or services. ASC 606 creates a five-step approach that should be applied when determining the amount and timing of revenue recognition. · Step 1: Identify the contract with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation 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. ADVERTISING The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for the three-month periods ended March 31, 2019 and 2018 was $0 and $20, respectively. INCOME TAXES 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 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. GOING CONCERN The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred operating losses of $402,659 during the year ended December 31, 2018 and had an accumulated deficit of $1,772,492 as of December 31, 2018. The Company incurred additional operating losses of $126,558 in the three months ended March 31, 2019. 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. Although the Company successfully raised a total of $1,700,000 in funds from a private offering of convertible debt in April 2019 (See, Subsequent Events), a total of $1,000,000 of that funding was used for the cash payment portion of the consideration for the acquisition of assets from KB Medial Systems, LLC and additional funds will be required for operations and expansion of the business of the Company. 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 asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, a lease 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 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.

2. Stockholders' Equity

2. Stockholders' Equity	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Equity	Note 2. Stockholders’ Equity COMMON STOCK The authorized common stock of the Company consists of 300,000,000 shares with par value of $0.001. On October 20, 2017, the Company acquired Clinical & Herbal Innovations, Inc. (CHII) a Georgia corporation, in a share exchange. The Company authorized and issued 8,751,000 shares of its $0.001 par value common stock in exchange for 8,751,000 shares of CHII stock. The 8,751,000 shares acquired represented 100% of the shares of CHII. After the transaction, the Company had 116,410,890 shares issued and outstanding. As of March 31, 2019 and December 31, 2018, the Company had 116,410,890 common shares issued and outstanding. The Company has authorized 50,000,000 shares of $0.001 par value preferred stock. As of March 31, 2019 and December 31, 2018 and to the date of this report, no preferred shares have been issued or are outstanding. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with FASB ASC 260, “EARNINGS PER SHARE.” 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 number of shares of common stock outstanding of 116,410,890 and 116,410,890 during 2018 and at March 31, 2019, respectively. As of March 31, 2019, and since inception, the Company had no dilutive potential common shares.

3. Income Taxes

3. Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
3. Income Taxes	Note 3. Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act) 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. We 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. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the fiscal years ended December 31, 2018 and 2017, or during the prior three years applicable under FASB ASC 740. 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 components of the Company’s deferred tax asset as of March 31, 2019 and December 31, 2018 are as follows: March 31, December 31, 2019 2018 Net operating loss carryforward $ 431,409 $ 402,659 Valuation allowance (431,409 ) (402,659 ) Net deferred tax asset $ 0 $ 0 A reconciliation of income taxes computed at the 21% statutory rate to the income tax recorded is as follows: March 31, December 31, 2019 2018 Tax at statutory rate (21%) $ 26,577 $ 84,558 Valuation allowance (26,557 ) (84,558 ) Net deferred tax asset $ 0 $ 0 The Company did not pay any income taxes during the periods ended December 31, 2018 and 2017 and incurred additional losses in the quarter ended March 31, 2019. The net federal operating loss carry forward of $1,772,492 at December 31, 2018 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.

4. Related Party Transactions

4. Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related party Transactions Charles Scott, Chief Executive Officer and majority shareholder of the Company, has advanced 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 of Mr. Scott. There is no note and the amounts are unsecured, and repayable on demand. Effective January 1, 2019, the Company entered into a 12-month, non-renewable month-to-month sublease for the commercial office space and storage space with Eagle United Financial. There is no option to renew the lease term and no option to purchase the leased property. The Company has elected to treat the lease as a short-term lease under ASC 842. The Company sublease payment is equal to approximately 51 percent of the total main lease payment, representing the portion of the total leased space used by the Company. Mr. Scott also owns the patent utilized by CHII. The patent is licensed to CHII for the production and sale of the proprietary supplement. No patent fees or royalties from use of the patent have been paid or accrued as of March 31, 2019 and no fees are due. The terms of the patent agreement are currently under review and are expected to be modified during the current fiscal year. Rent and storage fees to Eagles United Financial, a related party by common ownership, for the three-month periods ended March 31, 2019 and 2018 was $25,500 and $25,500, respectively. The balance due to Eagles United Financial was $433,500 and $408,000 as of March 31, 2019 and December 31, 2018, respectively. The Company has advanced funds from an Equity Line of Credit (LOC) secured by the home of Mr. Scott. The LOC allows for draws up to $200,000 through August 2024 with a repayment period through August 2044. Interest is charged at an annual percentage rate of 6.84% and 5.91% as of March 31, 2019 and 2018, respectively. Funds advanced to the Company through the LOC were $200,262 and $200,406 as of March 31, 2019 and December 31, 2018, respectively. Additional funds advanced by Mr. Scott were $172,976 and $123,156 as of March 31, 2019 and December 31, 2018, respectively. Officer compensation to Josh Flood, President, for the periods ended March 31, 2019 and 2018 was $30,000 and $30,000, respectively. There is no note and the amounts are unsecured, bear no interest, and are payable on demand. The balance due to Mr. Flood was $510,000 and $480,000 as of March 31, 2019 and December 31, 2018, respectively. Related party compensation to Avril James for the periods ended March 31, 2019 and 2018 was $24,000 and $24,000, 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 $408,000 and $384,000 as of March 31, 2019 and December 31,2018, respectively. An account payable in the amount of $15,750 is due for services provided in 2017 in connection with the development of the Company web site by Josh Flood, current President and a director of the Company. The services were provided and the invoice received prior to Mr. Flood’s affiliation with the Company. The payable has been reclassified as a related party payable in the included financial statements As of March 31, 2019 and December 31, 2018, the Company owed officers and affiliates $1,725,238 and $1,596,062, respectively, in addition to the related party payable of $15,750. Product sales at market price are made from time to time to affiliates, family members of affiliates and employees of a related sales and marketing company in small amounts. No discounts or other favorable pricing is provided for these sales and all sales are placed through regular market sales channels.

5. Subsequent Events

5. Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 5. Subsequent Events Acquisition of Assets: In April, 2019, the Company completed the acquisition of certain assets of KB Medical Systems, LLC, an unaffiliated company for a total of $2,000,000, of which $1,000,000 was paid in cash at closing and the balance of which will be paid in the future in shares of unregistered common stock of the Company based on the five day trailing average closing market price of the common stock on the date which is six months after closing. KB Medical Systems, LLC will remain in existence after closing and will continue its separate business operations at its original offices in Washington, DC. The assets acquired, which were acquired free of any and all liabilities of KB Medical Systems, LLC, have been contributed by the Company to a newly formed Virginia subsidiary corporation, CareClix, Inc., incorporated for that purpose. CareClix, Inc. has commenced new operations at the offices of the Company in Virginia and only two former employees of KB Medical Systems, Inc. have been employed by CareClix, Inc. Based on the terms of the acquisition, the Company is evaluating the proper accounting treatment for this acquisition to determine if the acquisition should be treated as an acquisition of assets, or as the acquisition of a business to be reported as a business combination. Private Placement of Convertible Notes: The Company commenced a private offering of convertible debt in the total principal amount of up to $3,000,000 in April 2019. As of the date of this Report, the Company has closed on a total of $1,680,000 in convertible debts, and $1,000,000 of that total was used as the cash consideration for the acquisition of assets from KB Medical Systems, LLC As issued, the convertible notes 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 election. No conversions are permitted during the first 6 months after issue. The notes have a term of one year after the date of issue.

1. Nature of Business and Sig_2

1. Nature of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
NATURE OF BUSINESS:	NATURE OF BUSINESS: SOLEI SYSTEMS, INC. (“Company”) was organized October 26, 2004 under the laws of the State of Florida. 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 is treated as a non-business entity; 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 is presented as the continuing entity. The historical financial statements are those of CHII except for the shareholder equity portion and are reported in this Report on a consolidated basis with the Company. The Company is a holding company which had a single, wholly-owned subsidiary, CHII for the entire quarter ended March 31, 2019. CHII is 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. In early 2019, the Company entered into an agreement to acquire certain assets of KB Medical Systems, LLC, an unrelated company and the developer of the proprietary CareClix™ operating systems for telemedicine providers. The acquisition was closed in April 2019. Under the terms of the acquisition agreement, the Company formed a new, wholly-owned subsidiary to acquire the CareClix™ assets which will commence a new operating business with the assets following the acquisition. SEE, Subsequent Events.
BASIS FOR CONSOLIDATION	BASIS FOR CONSOLIDATION The financial statements of the Company, including the consolidated balance sheets for the periods ended March 31, 2019 and December 31, 2018 and the Income Statements and Statement of Cash Flows for the quarterly periods ended March 31, 2019 and 2018, were prepared on a consolidated basis with its wholly-owned subsidiary, Clinical and Herbal Innovations, Inc. and all intercompany activities were eliminated in the consolidation. During the periods ended March 31, 2019 and 2018, there were no intercompany activities and the equity of the subsidiary was eliminated in the consolidation. The financial statements included in this Report should be read in conjunction with the audited financial statements and footnotes for the fiscal year ended December 31, 2018 as reported in the Form 10-K filed by the Company for that period.
ESTIMATES	ESTIMATES 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.
RECLASSIFICATION	RECLASSIFICATION An account payable in the amount of $15,750 is due for services provided in 2017 in connection with the development of the Company web site by Josh Flood, current President and a director of the Company. The payable has been reclassified from the December 31, 2018 audited financial statements as a related party payable in the included financial statements to conform to current year presentation.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS We consider highly liquid investments with maturity of three months or less cash equivalents. There were no cash equivalents as of March 31, 2019 and December 31, 2018.
INVENTORY	INVENTORY Inventory is stated at lower of cost or net 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. There was no obsolescence considered necessary at March 31, 2019 and 2018, respectively. Inventory as of March 31, 2019 and 2018 was $46,456 and $48,589, respectfully.
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment are stated at cost and depreciated over appropriate estimated useful lives. In 2016, the Company purchased a website for $15,750. The website is being amortized over a 60-month expected useful life. Depreciation and amortization for the three-month periods ended March 31, 2019 and 2018 were $788 and $788.
LEASE ACCOUNTING	LEASE ACCOUNTING The Company currently occupies space in a commercial property owned by the principal shareholder of the Company and the Company Chairman. The occupancy has been on a month to month basis with no written lease agreement while the Company determines its long term office needs in the light of planned acquisitions and expansion; however, the Company has entered into a one year short-term lease for the property, with no option for renewal or purchase, effective January 1, 2019 in order to clarify the lease accounting under Accounting Standards Codification 842, Leases, issued by the Financial Accounting Standards Board. As a month-to-month, short-term operating lease with no variable lease payments or purchase or renewal option, the Company is electing not to create a Right of Use Balance Sheet Asset for the lease, and no Lease Liability Balance Sheet entry and instead will report the short-term lease payments monthly as accrued, as lease expense. As the Company needs become clear over the fiscal year and if the Company determines that it would like to remain in the current premises thereafter or instead to lease other premises, the Company then will attempt to negotiate a longer term commercial lease at that time, and thereafter will account for any such lease in accordance with ASC 842.
RESEARCH AND DEVELOPMENT	RESEARCH AND DEVELOPMENT All research and development costs are expensed as incurred and classified in selling, general and administrative expense. Total research and development expenses were $0 and $20 for the three month periods ended March 31, 2019 and 2018, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS FASB ASC 820 “FAIR VALUE MEASUREMENTS AND 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. Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and Level 3. Unobservable inputs in which there is little or no market data which requires the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities measured at fair market value on a recurring basis at March 31, 2019 and December 31, 2018. The Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during the three-month periods ended March 31, 2019 and 2018.
REVENUE RECOGNITION	REVENUE RECOGNITION We recognize revenue from product sales or services rendered under ASC 606, which directs that revenue should be recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration expected to be received in return for the goods or services. ASC 606 creates a five-step approach that should be applied when determining the amount and timing of revenue recognition. · Step 1: Identify the contract with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation 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.
ADVERTISING	ADVERTISING The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for the three-month periods ended March 31, 2019 and 2018 was $0 and $20, respectively.
INCOME TAXES	INCOME TAXES 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 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.
GOING CONCERN	GOING CONCERN The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred operating losses of $402,659 during the year ended December 31, 2018 and had an accumulated deficit of $1,772,492 as of December 31, 2018. The Company incurred additional operating losses of $126,558 in the three months ended March 31, 2019. 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. Although the Company successfully raised a total of $1,700,000 in funds from a private offering of convertible debt in April 2019 (See, Subsequent Events), a total of $1,000,000 of that funding was used for the cash payment portion of the consideration for the acquisition of assets from KB Medial Systems, LLC and additional funds will be required for operations and expansion of the business of the Company. 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 asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, a lease 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 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.

3. Income Taxes (Tables)

3. Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Deferred tax assets	March 31, December 31, 2019 2018 Net operating loss carryforward $ 431,409 $ 402,659 Valuation allowance (431,409 ) (402,659 ) Net deferred tax asset $ 0 $ 0
Reconciliation of taxes	March 31, December 31, 2019 2018 Tax at statutory rate (21%) $ 26,577 $ 84,558 Valuation allowance (26,557 ) (84,558 ) Net deferred tax asset $ 0 $ 0

1. Nature of Business and Sig_3

1. Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accounting Policies [Abstract]
Inventory	$ 39,998		$ 41,770
Amortization of website	788	$ 788
Research and development	0	20
Advertising expense	0	20
Operating loss	(123,312)	$ (92,336)
Accumulated deficit	$ (1,899,050)		$ (1,772,492)

2. Stockholders' Equity (Detail

2. Stockholders' Equity (Details Narrative) - Clinical & Herbal Innovations [Member]	10 Months Ended
	Oct. 20, 2017shares
Stock issued for acquisition, shares	8,751,000
Stock received in acquisition, shares	8,751,000

3. Income Taxes (Details - Defe

3. Income Taxes (Details - Deferred taxes) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 431,409	$ 402,659
Valuation allowance	(431,409)	(402,659)
Net deferred tax asset	$ 0	$ 0

3. Income Taxes (Details - Tax

3. Income Taxes (Details - Tax reconciliation) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Tax at statutory rate	$ 26,577	$ 84,558
Valuation allowance	(26,557)	(84,558)
Income tax expense	$ 0	$ 0

3. Income Taxes (Details Narrat

3. Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2019USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 1,772,492
Carryforward beginning expiration date	Dec. 31, 2032

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Rent and storage fees	$ 25,500	$ 25,500
Proceeds from line of credit	0	8,080
Proceeds from related party	49,820	0
Officer compensation	30,000	30,000
Eagles United Financial [Member]
Rent and storage fees	25,500	25,500
Due to related parties	433,500		$ 408,000
Scott [Member]
Proceeds from related party	172,976		$ 123,156
Scott [Member] | Equity Line [Member]
Line of credit maximum amount	$ 200,000
Line of credit interest rate	6.84%		5.91%
Proceeds from line of credit	$ 200,262	200,406
Flood [Member]
Officer compensation	30,000	30,000
Flood [Member] | Officer Compensatin [Member]
Accounts payable related parties	510,000		$ 480,000
Flood [Member] | Services Provided [Member]
Accounts payable related parties	15,750
Avril James [Member]
Accounts payable related parties	408,000		384,000
Other compensation	24,000	$ 24,000
Officers and Affiliates [Member]
Accounts payable related parties	$ 1,725,238		$ 1,596,062