CareClix (SOLI) 10-K 16 Feb 21 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	CareClix Holdings, Inc.
Entity Central Index Key	0001750384
Document Type	10-K
Document Period End Date	Dec. 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	183,631,052
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Ex transition	false
Interactive data current	No
Entity Incorporation State	FL
Entity File Number	000-55987
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Entity Public Float		$ 25,417,362
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 9,446	$ 2,563
Accounts receivable	245,046	0
Prepaid insurance	15,600	0
Inventory	4,185	41,770
Total current assets	274,277	44,333
Equipment, net	53,317	8,400
Other Assets:
Intangible assets, net	925,266	0
Goodwill	828,216	0
Total assets	2,081,076	52,733
Current Liabilities:
Accounts payable and accrued expenses	500,947	6,720
Deferred revenue	20,483	0
Related party payables	1,660,250	1,288,250
Related party loans	372,195	323,563
Convertible notes, net of $363,122 discount	186,878	0
Derivative liability	628,932	0
Payables to be settled with stock	9,631,526	0
Total current liabilities	13,001,211	1,618,533
Deferred tax liability	345	0
Total Liabilities	13,001,556	1,618,533
Commitments and contingencies (refer to Note 11)	0	0
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: 183,631,052 and 116,410,890 shares at December 31, 2019 and December 31, 2018, respectively	183,631	116,411
Additional paid in capital	13,040,509	90,281
Accumulated deficit	(24,144,620)	(1,772,492)
Total stockholders' deficit	(10,920,480)	(1,565,800)
Total liabilities and stockholders' deficit	$ 2,081,076	$ 52,733

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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	183,631,052	116,410,890
Common stock, shares outstanding	183,631,052	116,410,890

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenues, net of returns	$ 1,521,371	$ 21,022
Cost of revenue	810,703	9,740
Gross profit	710,668	11,282
Operating expenses:
Stock-based compensation	18,127,108	0
General and administrative	2,266,398	401,697
Total operating expenses	20,393,506	401,697
Loss from operations	(19,682,838)	(390,415)
Other income (expenses):
Interest income	2,852	0
Interest Expense	(75,219)	(12,244)
Change in fair value of derivative liability	1,353,100	0
Amortization of debt discount	(3,969,678)	0
Total other income (expenses)	(2,688,945)	(12,244)
Net loss before income tax	(22,371,783)	(402,659)
Income tax expense	(345)	0
Net loss	$ (22,372,128)	$ (402,659)
Net loss per share, basic and diluted	$ (0.18)	$ 0
Weighted average shares used in computation of net loss- basic and diluted	121,221,276	116,410,890

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance, shares at Dec. 31, 2017	116,410,890
Beginning 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)
Beginning balance, shares at Dec. 31, 2018	116,410,890
Beginning balance, value at Dec. 31, 2018	$ 116,411	90,281	(1,772,492)	(1,565,800)
Beginning balance, shares at Dec. 31, 2018	116,410,890
Beginning balance, value at Dec. 31, 2018	$ 116,411	90,281	(1,772,492)	(1,565,800)
Net loss			(22,372,128)	(22,372,128)
Cancellation of shares, shares	(12,606,500)
Cancellation of shares, value	$ (12,607)	12,607
Shares issued for services, shares	64,164,188
Shares issued for services, value	$ 64,164	8,431,418		8,495,582
Shares issued on note conversion, shares	12,967,862
Shares issued on note conversion, value	$ 12,968	1,258,130		1,271,098
Shares issued for acquisition, shares	2,694,612
Shares issued for acquisition, value	$ 2,695	897,305		900,000
Conversion of derivative liability		2,350,768		2,350,768
Ending balance, shares at Dec. 31, 2019	183,631,052
Ending balance, value at Dec. 31, 2019	$ 183,631	$ 13,040,509	$ (24,144,620)	$ (10,920,480)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (22,372,128)	$ (402,659)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	101,601	3,150
Bad debt	10,961	0
Impairment of inventory	29,765	0
Amortization of debt discount	3,969,678	0
Gain on change in fair value of derivative liability	(1,353,100)	0
Stock-based compensation	18,127,108	0
Deferred tax liability	345	0
Change in operating assets and liabilities:
Inventory	7,820	6,235
Prepaid insurance	(15,600)	0
Deferred revenue	20,483	0
Accounts payable and accrued expenses	535,325	6,720
Related party payables	372,000	318,500
Accounts receivable	(256,007)	0
Net cash used in operating activities	(821,749)	(68,054)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition	(1,000,000)	0
Net Cash used in investing activities	(1,000,000)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes	1,780,000	0
Proceeds from related party loans	48,632	63,279
Net cash provided by financing activities	1,828,632	63,279
Net increase (decrease) in cash	6,883	(4,775)
Cash, beginning of period	2,563	7,338
Cash, end of period	9,446	2,563
SUPPLEMENTAL INFORMATION
Interest Paid	19,593	12,244
Income Taxes paid	0	0
Derivative liability at issuance of convertible notes	4,332,800	0
Shares issued for convertible notes principal and interest	1,271,098	0
Stock issued for acquisition	$ 900,000	$ 0

1. Nature of Business and Signi

1. Nature of Business and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Nature of Business and Significant Accounting Policies	Note 1. Nature of Business and Significant Accounting Policies NATURE OF BUSINESS: The Company was organized on October 26, 2004 under the laws of the State of Florida as Eli Enterprises, Inc. The corporate name was changed in 2008 to Solei Systems, Inc. Effective April 9, 2020, the corporate name was changed to CareClix Holdings, Inc. The Company is a holding company which had a wholly owned subsidiary, CHII, for the full year ended December 31, 2019 and a second wholly owned subsidiary, CareClix, Inc. commencing April 11, 2019. CHII is a supplement development company with a proprietary product. CareClix, Inc. is a Virginia corporation formed by the Company in April 2019 to receive proprietary and patent pending telemedicine operating software acquired by the Company. A majority of the common stock of the Company is owned by Charles Scott, who controls the shareholder vote as a result. Mr. Scott is also Chairman of the Board of Directors and Chief Executive Officer. 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 was 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 has been presented as the continuing entity. The historical financial statements are those of CHII as of October 21, 2017, except for the shareholder equity portion. The financial statements are reported in this Report on a consolidated basis with the Company along with the financial statements of CareClix, Inc and CHII. In April 2019, the Company acquired the proprietary CareClix® operating software, and pending patent application for that software, the domain name and trademark for the software and other assets of KB Medical Systems, LLC, an unrelated company and the developer of the CareClix® operating systems for telemedicine providers. Under the terms of the acquisition agreement, the Company formed a new, wholly owned subsidiary CareClix, Inc., to acquire the CareClix® operating software and pending patent and commenced a new operating business with the assets following the acquisition. One of the two founders of KB Medical, Dr. John Korangy, and one other employee of KB Medical also joined the Company. Although undertaken as an asset acquisition, in the accompanying financial statements the acquisition has been treated as a business combination under ASC 805. Following the closing of the acquisition of the CareClix® software and related assets, Dr. John Korangy was appointed as a member of the Board of Directors of the Company and as CEO of CareClix, Inc. Commencing April 12, 2019, the primary business of the Company became telehealth through its wholly-owned subsidiary, CareClix, Inc. The existing business of Clinical and Herbal Innovations, Inc. remained as the sale and distribution of supplement products through December 31, 2019. A SUMMARY OF THE COMPANY’S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS: BASIS FOR CONSOLIDATION The financial statements and Notes of the Company were prepared on a consolidated basis with the wholly-owned subsidiaries, Clinical and Herbal Innovations, Inc. and CareClix, Inc. (as of April 2019) and all intercompany activities were eliminated in the consolidation. USE OF 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. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, the fair value of share-based payments, and the fair value of derivative liabilities. Actual results could differ materially from those estimates. 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 December 31, 2019 and December 31, 2018. ACCOUNTS RECEIVABLE Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2019, and December 31, 2018, the Company had reserves of $0 and $0, respectively. INVENTORY Inventory is stated at lower of cost or net realizable value (on a first in-first out basis). The inventory consisted of finished goods supplements. A total of $29,765 in inventory was determined to be impaired as of December 31, 2019 leaving an inventory balance of $4,185. The impairment charge is included in cost of revenues in the statement of operations. Inventory as of December 31, 2019 and December 31, 2018 was $4,185 and $41,770. BUSINESS COMBINATION The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within acquisition-related (income) expenses, net. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. The estimated fair value of acquired assets and assumed liabilities are determined primarily using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. EQUIPMENT, NET Equipment is stated at cost less depreciation and is depreciated over their estimated useful lives. December 31, 2019 December 31, 2018 Equipment $ 71,750 $ 15,750 Less: accumulated depreciation (18,433 ) (7,350 ) Total $ 53,317 $ 8,400 The estimated useful life of equipment is 5 years. Depreciation for the years ended December 31, 2019 and 2018 was $11,083 and $3,150, respectively. GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on December 31 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. There were no impairment losses in 2019. LEASE ACCOUNTING In February 2016, the FASB issued ASU 2016-02, Leases, codified as ASC 842 Leases (“ASC 842”). ASC 842 requires leases to be accounted for using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Prior to adopting ASC 842, the Company followed the lease accounting guidance as issued in ASC 840, Leases (“ASC 840”) under which the Company classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. Effective January 1, 2019, the Company adopted ASC 842 . Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company also applied the practical expedient which provides an additional transition method which allows entities to elect not to recast comparative periods presented. The package of practical expedients provided by ASC 842, allowed the Company to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, the Company elected an accounting policy to exclude from the balance sheet the right-of-use assets and lease liabilities related to short-term leases, which are those leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The standard did not have a material impact in the Company’s balance sheets or in the statement of operations. During 2019, the Company subleased space in a commercial property leased by Mr. Scott, the majority shareholder, CEO and Chairman of the Board of the Company. The sublease had been on a month-to-month basis in years prior to 2019; however, the Company entered into a one year short-term lease for the property, with no option for renewal or purchase, effective January 1, 2019. As a month-to-month, short-term operating lease with no variable lease payments or purchase or renewal option, the Company elected not to create a right of use asset or lease liability and instead reported the short-term lease payments monthly as accrued, as lease expense under the practical expedient. 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. Except as noted below under convertible notes (see Convertible Notes, Note 6), the Company did not have any other assets or liabilities measured at fair market value on a recurring basis at December 31, 2019 and December 31, 2018. Additionally, the Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during the years ended December 31, 2019 and 2018. The convertible notes embedded derivative liability represents the fair value of the conversion option, contingent redemption and contingent interest features. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the derivative liability using a Black Scholes valuation model. This valuation model considers the Company's future stock price, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are or may become convertible. The Company marks the derivative liability to market at the end of each reporting period due to the conversion price not being indexed to the Company's own stock. Changes in the fair value of the convertible note embedded derivative liability is reflected in our consolidated statements of operations as “Change in fair value of derivative liability.” Accordingly, the Company classifies the embedded derivative liability associated with the convertible notes as level 3 in the fair value hierarchy (see Note 6 Convertible Notes & Note 7 Derivative Liability). DERIVATIVE INSTRUMENTS Equity instruments or debt may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, “ Derivatives and Hedging” The Company has determined that certain conversion features embedded in convertible notes are derivatives. Accordingly, the Company has recognized derivative liabilities in connection with such instruments. The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. REVENUE RECOGNITION Under ASC 606 the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation (i.e., either point in time or over time). The Company measures revenue based on consideration specified in a contract with a customer, and the Company recognizes revenue when a performance obligation is satisfied by transferring control over the service to the customer which could occur overtime or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. We generate our revenue primarily from the use of CareClix software by third parties (Software as a Service or SaaS) and revenues from patient consultations through the CareClix telemedicine system. The CareClix software system is a cloud-based software system used by both the Company’s internal physician network and third-party customers (i.e., doctors or healthcare providers) who use the software to service their clients. ASC 606, Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Our Revenue Software as a Service (SaaS) Revenue: The CareClix software system is used by certain third-party customers (or doctors/healthcare providers) to service their telemedicine clients (or patients) under written service agreements with CareClix, Inc. Generally, these customers are third-party doctors who are using the SaaS CareClix platform to provide telemedicine services and virtual consultations to their patients. In consideration for the usage of the platform the customer remits the fees for the license as indicated within the agreement. This revenue stream consists of the fees for the license of the SaaS CareClix virtual platform, inclusive of ongoing maintenance and support as detailed within the contract with the customer. Additionally, the Company provides implementation services to the customer to make the software available for use. The implementation is performed in several phases: i) analyze phase – requirements gathering session and document; ii) build phase – application configuration, CareClix Anywhere installation, hardware, alpha review, and training material for end users; iii) certify phase – user acceptance testing; iv) deploy phase – clinical administrator training, end user training, and agreement on a “go live” date for the software; and v) end phase – CareClix Professional Services will support the customer in the four weeks after the software has gone live. After the four-week period, the customer will be in a steady state and will be transitioned to CareClix Support. The Company recognizes the revenue from the SaaS contracts, as one single performance obligation, which is recognized straight-line over the initial contract term. Implementation of the SaaS contracts is not a separate performance obligation as it does not transfer the customer any separate and distinct benefit on its own and is therefore bundled with the recurring fees into one performance obligation. Fees related to the implementation services are deferred until the go-live date and recognized as revenue over the initial term of the contract. Telemedicine revenue Other customers of CareClix use the CareClix telemedicine platform directly to service their clients or members and the CareClix software maintains the record of the number of consultations and other work performed for the customer’s clients, using the CareClix contracted medical doctors, and CareClix recognizes the revenue when the consultation occurs, in accordance with the written agreement between CareClix and the customer. Product Sales Clinical and Herbal Innovations sells its Panoxol™ branded products through third party outlets such as Amazon and through on-line sales through TSYS. Product sales represent revenue from the sale of products and related shipping fees where the Company is the seller of record. Product sales and shipping revenues are recorded when the products are shipped, and title passes to customers. Since all of the sales are on-line sales, collected through third parties, the Company does not invoice customers; rather, product is shipped and matched with the revenue payments received from the third parties. The Company recognizes revenue following the five-step model prescribed under ASC 606: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company will recognize revenue over time under the straight-line method of measuring progress per month over the initial service term of the contract and has identified the services provided as a series in accordance with the guidance. Disaggregation of Revenue The following table presents our disaggregated revenues by type of revenue: Type of Revenue December 31, 2019 December 31, 2018 Software as a Service (SaaS) revenue $ 394,797 $ — Telemedicine revenue 1,111,154 — Product sales 15,420 21,022 $ 1,521,371 $ 21,022 The Company had one customer that accounted for approximately 36% of total revenues for the year ended December 31, 2019. Contract balances The incremental costs of obtaining a contract with a customer and fulfillment costs are typically not significant to the customer contracts. Any material capitalized contract costs are amortized, with the expense recognized as an entity transfers the related goods or services to the customer or expensed over the life of the capitalized assets if the assets fall under the scope of other accounting guidance (i.e., ASC 360 Property, Plant, and Equipment). The Company incurs implementation costs to fulfill a contract that should be recognized as an asset. The Company will amortize costs to fulfill the contract over the initial term of the contracts as renewals cannot be reasonably determined at the inception of the customer contract. The Company does not have significant remaining unfulfilled performance obligations as of December 31, 2019 and does not have contract receivables or contract liabilities. COST OF REVENUE Cost of revenue consisted of product costs, service costs, an inventory impairment charge and fulfillment fees for supplement sales through the internet of $40,045 and $9,740 for the year ended December 31, 2019 and the year ended December 31, 2018, respectively. Additionally, cost of revenues also included contracted services for telehealth sales of $770,658 and $0 for the year ended December 31, 2019 and December 31, 2018, respectively. The Company recognized cost of revenues of $810,703 and $9,740 during the years ended December 31, 2019 and 2018, respectively. ADVERTISING The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $1,412 and $20, respectively. INCOME TAXES The Company accounts for income taxes under ASC 740 “ Income Taxes DEVELOPMENT COSTS CareClix, Inc. engages in regular and continuing development and refining of its proprietary CareClix™ operating software. All of the related development costs are expensed as incurred. For the year ended December 31, 2019, CareClix incurred approximately $510,499 in development costs, and $0 for the year ended December 31, 2018. GOING CONCERN ANALYSIS In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt regarding the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (February 16, 2021). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before February 16, 2022. The Company is subject to a number of risks similar to those of other Telehealth companies, healthcare consulting companies and subscription based businesses, including its dependence on outside sources of capital, the Company’s ability to maintain and grow its subscriber base, uncertainty of generation of revenues and positive cash flow, dependence on key individuals, risks associated with research, development, testing, and successful protection of intellectual property, and the Company’s susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the year ended December 31, 2019, the Company had an accumulated deficit of $24,144,620, a net loss of $22,372,128, and cash used in operating activities of $821,749. As of and for the year ended December 31, 2018, the Company had an accumulated deficit of $1,772,492 a net loss of $402,659, and cash used in operating activities of $68,054. In the past the Company has financed operations through loans from an Officer of the Company and two private offerings of convertible debt. The Company also plans to support its operations by continuing to raise the additional capital until the planned operating results are achieved. The Company business plan calls for significant expansions of the current business and consideration of potential mergers and additional funding will be required to support these expansion efforts. The Company is unable to predict the extent of any future losses or when the Company will become profitable. Any debt financing, if available, may include potential restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its current operations or (ii) relinquish or otherwise dispose of rights to technologies or products on unfavorable terms. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. Without raising additional capital there is substantial doubt about the Company’s ability to continue as a going concern through February 16, 2022. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure. RECLASSIFICATIONS Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation. RECENT ACCOUNTING PRONOUNCEMENTS Financial instruments On January 1, 2019, the Company adopted FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes in the standard is the requirement for changes in the fair value of equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income The Company adopted the standard effective January 1, 2019. There was no impact on adoption. New accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2020. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. The Company does not expect that the adoption of ASU 2016-13 will have a material impact on its results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The following are the changes that will have an immediate disclosure impact for the Company upon adoption of the guidance for fair value measurement: (i) disclosure of the valuation processes for Level 3 fair value measurements is no longer required, (ii) changes in unrealized gains and losses for the reporting period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period is a new disclosure requirement, and (iii) the range and weighted average (or reasonable and rational method) of significant unobservable inputs used to develop Level 3 fair value measurement is a new disclosure requirement. Other than updating the applicable disclosures, the adoption of this guidance will not have an impact on the Company’s Consolidated

2. Restatement

2. Restatement	12 Months Ended
	Dec. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Restatement	Note 2 Restatement CareClix Holdings, Inc., Inc. (the “Company”) is restating herein its historical financial statements for the interim periods ended June 30, 2019 and September 30, 2019. The restatement is the result of adjustments attributable to convertible notes originally classified as share settled debt instruments and subsequently reassessed to have embedded conversion features which qualify as a derivative liability. In addition, the Company corrected additional identified out-of-period and uncorrected misstatements that were material, individually or in the aggregate, to the consolidated financial statements. These misstatements were primarily related to, incorrect revenue recognition, balance sheet misclassifications, unreconciled bank accounts, recording of various accrual and purchase invoices in the incorrect accounting period, and other misstatements, all of which are described in more detail in restatement references (a) through (f) below. Description of Restatement Adjustments Set forth below is a description of the restatement adjustments reflected in the restatement of previously issued financial statements. Changes in accounting 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. The Company closed on a total of $1,680,000 in convertible notes (“the Notes”). As issued, the Notes bear interest at 6 % 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 % of the closing price of the stock at the time of a conversion election. No conversions were permitted during the first six months after issue. Due to the conversion feature of the Notes, the Company evaluated the proper accounting and reporting treatment. The Company initially concluded, after review of the applicable guidance ASC 480 Distinguishing Liabilities from Equity The Company further evaluated the Notes in accordance with ASC 815 Derivatives and Hedging The changes made by the restatement for the three months and six months ended June 30, 2019, and the three months and nine months ended September 30, 2019, are as follows. As Previously Reported Restated Three Months ended June 30, 2019 June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ — $ (1,680,000 ) Note Discount for Derivative liability — (1,672,355 ) (1,672,355 ) Derivative Liability — 2,390,561 2,390,561 $ 1,680,000 $ 718,206 $ (961,794 ) Statement of Operations Interest premium expense on convertible notes (1,680,000 ) (2,660,445 ) (980,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 1,942,239 $ (1,680,000 ) $ (718,206 ) $ 961,794 As Previously Reported Restated Six Months ended June 30, 2019 June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ — $ (1,680,000 ) Note Discount for Derivative liability — (1,672,355 ) (1,672,355 ) Derivative Liability — 2,390,561 2,390,561 $ 1,680,000 $ 718,206 $ (961,794 ) Statement of Operations Interest premium expense on convertible notes (1,680,000 ) (2,660,445 ) (980,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 1,942,239 $ (1,680,000 ) $ (718,206 ) $ 961,794 As Previously Reported Restated Three Months ended September 30, 2019 September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ (1,551,161 ) $ (3,231,161 ) Derivative Liability — 2,918,799 2,918,799 $ 1,680,000 $ 1,367,638 $ (312,362 ) Statement of Operations Interest Premium expense on convertible note — (120,694 ) (120,694 ) Gain (Loss) on FMV adjustment to Derivative — (721,262 ) (721,262 ) $ — $ (841,956 ) $ (841,956 ) As Previously Reported Restated Nine Months ended September 30, 2019 September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ (1,551,161 ) $ (3,231,161 ) Derivative Liability — 2,918,799 2,918,799 $ 1,680,000 $ 1,367,638 $ (312,362 ) Statement of Operations Interest Premium expense on convertible note — $ (2,781,139 ) (2,781,139 ) Gain (Loss) on FMV adjustment to Derivative — 1,220,977 1,220,977 $ $ (1,560,162 ) $ (1,560,162 ) Consolidated Balance Sheets as of June 30, 2019 (As previously reported and restated) As Previously Reported Restated June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Difference Assets Current assets: Cash $ 385,211 $ 385,776 (A) $ 565 Accounts receivable, net 280,151 356,498 (B) 76,347 Prepaid expenses — 13,899 (C) 13,899 Inventory 38,833 38,833 — Total current assets 704,195 795,006 90,811 Fixed assets, net of depreciation 76,533 76,533 — Other assets Intangible assets, net of amortization 1,735,814 1,735,814 — Goodwill 50,000 50,000 — Total Other Assets 1,785,814 1,785,814 — Total Assets $ 2,566,542 $ 2,657,353 $ 90,811 Liabilities Current liabilities Accounts payable 9,490 12,198 (D) 2,708 Accrued interest 21,527 21,527 — Accrued expenses 88,790 88,790 — Convertible Notes 1,680,000 1,680,000 — Note Premium at fair value 1,680,000 — (F) (1,680,000 ) Note discount for derivative liability — (1,672,355 )(F) (1,672,355 ) Derivative liability — 2,390,561 (F) 2,390,561 Balance due on acquisition 900,000 900,000 — Deferred revenue — 11,900 (E) 11,900 Related Party Loans 372,195 372,195 — Related Parties Payables 1,447,250 1,447,250 — Total Liabilities $ 6,199,252 $ 5,252,066 $ (947,186 ) Stockholders’ Deficit Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804 103,804 — Additional Paid in Capital 102,888 102,888 — Accumulated Deficit (3,839,402 ) (2,801,405 ) 1,037,997 Total Stockholders' Deficit (3,632,710 ) (2,594,713 ) 1,037,997 Total Liabilities and Stockholders' Deficit $ 2,566,542 $ 2,657,353 $ 90,811 In addition to the changes in account balances resulting from the restated items, other amounts were also recorded. These amounts were due primarily to timing differences in expenses or revenues inappropriately recorded in the wrong accounting periods. These amounts were identified as part of the audit of the financial statements for the year ended December 31, 2019 and did not represents a substantial change to the financial statements; however, since the Company is restating its financial statements for the two periods, these timing differences are reflected in the restated financial statements, with the reason for the additional changes outlined below. Note (A) The increase in the cash balance of $565 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of June 30, 2019. (B) The increase in accounts receivable of $76,347 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned. (C) The increase in prepaid expense of $13,899 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term. (D) The increase in accounts payable of $2,708 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period. (E) The increase in deferred revenue of $11,900 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. (F) Restatement related to the incorrect accounting treatment for derivative liability refer to Change in Accounting of Convertible Note section above. The changes resulting from the restatement items and the additional timing differences are reflected in the below Statements of Operations for the three and six months ended June 30, 2019. Consolidated statements of operations for the three and six months ended June 30, 2019 (as previously reported and restated) 3 Months Ended 6 Months Ended June 30, 2019 June 30, 2019 June 30, 2019 June 30, 2019 As Previously Reported Restated As Previously Reported Restated Revenues, net of returns $ 438,842 $ 502,689 $ 443,193 $ 507,040 Cost of Revenue (286,012 ) (237,203 ) (288,563 ) (239,753 ) Gross Profit 152,830 265,486 154,630 267,287 General, selling and administrative expenses Officer salaries 30,000 30,000 60,000 60,000 Rent and Management fees 25,500 25,500 51,000 51,000 Payroll expense 107,155 99,240 107,155 99,240 Consulting expenses 74,845 74,845 114,842 114,842 Professional fees 26,250 16,250 47,150 36,150 Other expenses 126,780 186,185 135,496 190,865 Total expenses 390,530 432,020 515,643 552,097 Operating loss $ (237,700 ) $ (166,534 ) $ (361,013 ) $ (284,810 ) Nonoperating income (expenses) Interest income 2,340 2,340 2,340 2,340 Interest expense (24,847 ) (24,847 ) (28,237 ) (28,237 ) Interest premium expense on convertible notes (1,680,000 ) — (1,680,000 ) — Amortization of debt discount (2,660,445 ) (2,660,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 — 1,942,239 Total nonoperating income (expenses) (1,702,507 ) (740,713 ) (1,705,897 ) (744,103 ) Net loss $ (1,940,207 ) $ (907,247 ) $ (2,066,910 ) $ (1,028,913 ) Net loss per share, basic and diluted $ (0.02 ) $ (0.01 ) $ (0.02 ) $ (0.01 ) Weighted Average number of shares of common stock outstanding- Basic 103,804,390 115,164,093 103,804,390 115,780,565 Consolidated Balance Sheets as of September 30, 2019 (as previously reported and restated) As Previously Reported Restated September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Difference Assets Current assets: Cash $ 135,927 $ 137,237 (A) $ 1,310 Accounts receivable, net 239,661 310,774 (B) 71,113 Prepaid expenses — 10,022 (C) 10,022 Inventory 36,749 36,749 — Total current assets 412,337 494,782 82,445 Fixed assets net of depreciation 72,533 72,533 — Other assets Intangible assets, net of amortization 1,736,454 1,736,454 — Total Assets $ 2,221,324 $ 2,303,769 $ 82,445 Liabilities Current liabilities Accounts payable 67,954 53,529 (D) (14,425 ) Accrued interest 67,112 43,887 (23,225 ) Accrued expenses 91,815 91,815 — Convertible Notes 1,680,000 1,580,000 (100,000 ) Note Premium at fair value 1,680,000 (1,551,661 )(F) (3,231,661 ) Derivative Liability — 2,918,799 (F) 2,918,799 Deferred revenue — 33,268 (E) 33,268 Related Party Loans 372,195 372,195 — Related Parties Payables 1,526,750 1,526,750 — Stock issuable as compensation 25,000 25,000 — Stock issuable for acquisition 900,000 900,000 — Total Liabilities $ 6,410,826 $ 5,993,582 $ (417,244 ) Stockholders’ Deficit Preferred stock, $0.001 par value, 50,000,000 shares authorized; Common Stock, $0.001 par value, 300,000,000 shares authorized; 104,869,821 shares issued and outstanding at September 30, 2019 103,804 104,869 1,065 Additional Paid in Capital 102,888 397,817 294,929 Accumulated Deficit (4,396,194 ) (4,192,499 ) 203,695 Total Stockholders' Deficit (4,189,502 ) (3,689,813 ) 499,689 Total Liabilities and Stockholders' Deficit $ 2,221,324 $ 2,303,769 $ 82,445 Note (A) The increase in the cash balance of $1,310 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of September 30, 2019. (B) The increase in accounts receivable of $71,113 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned. (C) The increase in prepaid expense of $10,022 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term. (D) The increase in accounts payable of $14,425 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period. (E) The increase in deferred revenue of $33,268 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. Restated as deferred revenue and recognized over the term of the contract. (F) Restatement related to the incorrect accounting for derivative liability refer to Change in Accounting of Convertible Note section above. The changes resulting from the restatement items and the timing differences are reflected in the below Statements of Operations for the three and nine months ended September 30, 2019. Consolidated statements of operations for the three and nine months ended September 30, 2019 (as previously reported and restated) 3 Months Ended 9 Months Ended September 30, 2019 September 30, 2019 September 30, 2019 September 30, 2019 As Previously Reported Restated As Previously Reported Restated Revenues, net of returns $ 531,836 $ 500,343 $ 975,030 $ 1,007,383 Cost of Revenue (349,386 ) (278,610 ) (637,950 ) (518,383 ) Gross Profit 182,450 221,733 337,080 489,000 General, selling and administrative expenses Officer salaries 30,000 30,000 90,000 90,000 Rent and Management fees 25,500 25,500 76,500 76,500 Payroll expense 107,709 107,616 214,864 206,856 Consulting expenses 95,053 170,356 209,895 285,198 Professional fees 51,075 41,325 98,225 72,475 Other expenses 381,019 367,443 516,515 563,288 Total expenses 690,356 742,240 1,205,999 1,294,317 Operating loss (507,906 ) (520,507 ) (868,919 ) (805,317 ) Nonoperating income (expenses) Interest income 134 134 2,474 2,474 Interest expense (49,020 ) (28,765 ) (1,757,257 ) (57,002 ) Amortization of debt discount — (120,694 ) — (2,781,139 ) Gain (Loss) on FMV adjustment to Derivative — (721,262 ) — 1,220,977 Total nonoperating income (expenses) (48,886 ) (870,587 ) (1,754,783 ) (1,614,690 ) Net loss $ (556,792 ) $ (1,391,094 ) $ (2,623,702 ) $ (2,420,007 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) (0.02 ) Average number of shares of common stock outstanding 103,804,390 116,410,890 103,804,390 111,746,947 Consolidated cash flow statements for the six months ended June 30, 2019 (as previously reported and restated) Six Months Ended June 30, 2019 As Previously Reported Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,066,910 ) $ (1,028,913 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 46,053 46,053 Premium on convertible notes 1,680,000 — Gain or loss on fair value adjustment of derivative — (1,942,239 ) Amortization of debt discount — 2,660,445 Change in operating assets and liabilities: Inventory 2,936 2,937 Prepaid insurance — (13,899 ) Deferred revenue — 11,900 (Decrease) in accounts payable (12,980 ) 5,478 Increase in related party payables 174,750 207,632 Increase in accrued expenses 88,790 88,790 Increase in accrued interest 21,527 21,527 (Increase) in accounts receivable (280,151 ) (356,498 ) Net cash used in operating activities (345,985 ) (296,787 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisition (1,000,000 ) (1,000,000 ) Net cash used in investing activities (1,000,000 ) (1,000,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of convertible notes 1,680,000 1,680,000 Proceeds from related parties 49,820 — Net cash provided by financing activities 1,729,820 1,680,000 Net increase in cash $ 383,835 $ 383,213 Cash, beginning of period 2,563 2,563 Cash, end of period 385,211 385,776 Consolidated Cash flow statements for the nine months ended September 30, 2019 (as previously reported and restated) Nine Months Ended September 30, 2019 As Previously Reported Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,623,702 ) $ (2,420,007 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 99,413 99,413 Premium on convertible notes 1,680,000 — Gain or loss on fair value adjustment of derivative — (1,220,977 ) Amortization of debt discount — 2,781,139 Stock compensation 25,000 25,000 Change in operating assets and liabilities: Prepaid insurance — (10,022 ) Inventory 5,021 5,021 Deferred revenue — 33,268 Accounts payable and accrued expenses 220,161 185,481 Related party payables 238,500 287,132 Accounts receivable (239,661 ) (310,774 ) Net cash used in operating activities (595,268 ) (545,326 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisition (1,000,000 ) (1,000,000 ) Net cash used in investing activities (1,000,000 ) (1,000,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of convertible notes 1,680,000 1,680,000 Proceeds from related party loan 48,632 — Net cash provided by financing activities 1,728,632 1,680,000 Net increase in cash $ 133,364 $ 134,674 Cash, beginning of period 2,563 2,563 Cash, end of period 135,927 137,237 Statement of Stockholders’ Deficit for the periods ended June 30, 2019 and September 30, 2019 (as previously reported and as restated) Additional Common Paid-in Accumulated Shares Amount Capital Deficit Total As Previously Reported Balance, March 31, 2019 116,410,890 $ 116,411 $ 90,281 $ (1,899,195 ) $ (1,692,503 ) Net Loss — — — (1,940,207 ) (1,940,207 ) Cancellation of shares (12,606,500 ) (12,607 ) 12,607 — — Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (3,839,402 ) $ (3,632,710 ) Restatement Impacts Balance, March 31, 2019 116,410,890 $ 116,411 $ 90,281 $ (1,894,158 ) $ (1,687,466 ) Net Loss (A) — — — (907,247 ) (907,247 ) Cancellation of shares (12,606,500 ) (12,607 ) 12,607 — — Balance, June 30, 2019 103,804,390 103,804 102,888 (2,801,405 ) (2,594,713 ) As Previously Reported Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (3,839,402 ) $ (3,632,710 ) Net Loss — — — (556,792 ) (556,792 ) Balance, September 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (4,396,194 ) $ (4,189,502 ) Restatement Impacts Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (2,801,405 ) $ (2,594,713 ) Net Loss (A) — — — (1,391,094 ) (1,391,094 ) Shares issued for convertible notes 1,065,431 1,065 101,905 — 102,970 Derivative conversion (B) — — 193,024 — 193,024 Balance, September 30, 2019 104,869,821 $ 104,869 $ 397,817 $ (4,192,499 ) $ (3,689,813 ) Note (A) The restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. Additionally, various expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section) . (B) The restated additional paid in capital balance is as a result of the incorrect accounting treatment for the derivative liability associated with the Company’s convertible notes, (refer to Change in accounting of convertible note section).

3. Business Combinations

3. Business Combinations	12 Months Ended
	Dec. 31, 2019
Business Combinations [Abstract]
Business Combinations	Note 3. Business Combinations In April 2019, the Company completed the acquisition of certain assets of KB Medical Systems, LLC, an unaffiliated Company, for a total consideration of $1,900,000, of which $1,000,000 was paid in cash at closing and the balance of which was paid in October 2019 by the issuance of 2,694,612 shares of unregistered common stock of the Company valued at $900,000, based on the five day trailing average closing market price of the common stock. The assets acquired did not include a majority of the assets of KB Medical as reported on its closing date balance sheet and were acquired free of any and all liabilities of KB Medical Systems, LLC. The primary asset acquired was the CareClix® software, the CareClix® trademark and domain name and the patent pending on the CareClix® software, which are all interrelated and considered by management in essence as a single asset; the remaining assets acquired were incidental to the principal purchase. Following the acquisition, the acquired assets were contributed by the Company to a newly formed Virginia subsidiary corporation, CareClix, Inc., incorporated for that purpose. CareClix, Inc. commenced new operations at the offices of the Company in Virginia with new marketing, management and finance staff, and one of the two founders and only one other former employee of KB Medical Systems, Inc. have been employed by CareClix, Inc. Based on the terms of the acquisition, the Company evaluated the proper accounting treatment for this acquisition to determine if the acquisition should be treated for accounting purposes as an acquisition of assets, or as a business combination under ASC 805. The Company concluded that, since some, but not all, of the customers of KB Medical Systems became customers of the Company, due to the fact that they were already using the CareClix® Software acquired by the Company, and to the accounting guidance that indicates that separate intangible assets acquired in an acquisition transaction are to be treated as separate assets and not a single asset, ASC 805 would require the transaction to be reported as a business combination. ASC 805 mandates the evaluation of the inputs and outputs of each separate asset acquired with an allocation of the total purchase price to all assets acquired, including goodwill. In this evaluation, the Company concluded initially that the patent pending, trademark and domain name have minimal value as separate assets apart from the software, and that any goodwill value was minimal apart from the software itself. Accordingly, the Company recorded the acquisition as a business combination, and allocated the total purchase price based on the respective fair values or replacement values of the various assets in its Form 10-Q filings for June 30 and September 30, 2019. The allocations were based on management’s best estimate of values based on replacement values, but the Company reserved the right to re-evaluate the assets and allocation over the next 12 months, as permitted in ASC 805: The initial allocation was as follows: CareClix Software $ 1,500,000 Computer Equipment $ 50,000 Furniture and equipment $ 3,000 Medical Equipment $ 27,000 Patent application and rights thereto $ 50,000 CareClix domain name (CareClix.com) $ 100,000 CareClix trademark and trade name $ 120,000 Goodwill $ 50,000 Total Assets acquired $ 1,900,000 As part of the review of its financial statements and preparation for the audit of its financial results for the fiscal year ended December 31, 2019, the Company retained the services of an independent valuation firm to review the valuations and allocations. As a result of that independent review, the Company has reallocated the total acquisition price as follows: Tangible assets $ 56,000 Technology $ 936,591 Trade names and trademarks $ 66,899 Customer relationships $ 12,294 Assembled workforce $ 100,100 Goodwill $ 728,116 Total Assets acquired $ 1,900,000 The Company is unable to file audited financial statements for KB Medical Systems, LLC for the pre-acquisition years due to the lack of access to and the inadequacy of the financial records of KB Medical Systems, LLC.

4. Intangible Assets

4. Intangible Assets	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4. Intangible Assets In April 2019, the Company completed the acquisition of certain assets of KB Medical Systems, LLC, an unaffiliated Company, for a total consideration of $1,900,000. In connection with this acquisition, the Company acquired the below intangible assets. The fair value allocated to the definite lived assets is depreciated over their expected useful life, Expected Useful lives for each category of intangible asset are as follows: Definite-Lived Intangible Assets Expected Useful life Technology 8 years Customer Relationships 11 years Tradenames and Trademark 9 years Intangible assets are comprised of the following items: December 31, 2019 Gross Value Accumulated Amortization Net Carrying Value Technology $ 936,591 $ (84,356 ) $ 852,235 Customer relationships 12,294 (805 ) 11,489 Tradenames and Trademarks 66,899 (5,357 ) 61,542 Total other intangible assets $ 1,015,784 $ (90,518 ) $ 925,266 Goodwill 828,216 — 828,216 Total $ 1,844,000 $ (90,518 ) $ 1,753,482 Amortization expense for intangibles was $90,518 and $0 during the years ending December 31, 2019 and 2018, respectively and is recorded in general administrative expenses in the consolidated statement of operations. Goodwill and definite lived intangible asset balances at December 31, 2019 reflect the amounts as described in note 3 Business Combinations. The Company estimates that amortization expense will be $102,210 per year, for the next five years.

5. Accounts Payable and Accrued

5. Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 5. Accounts Payable and Accrued Expenses December 31, 2019 2018 Trade Accounts Payable $ 301,401 $ 6,720 Payroll Taxes 78,625 — Doctor Wages 103,074 — Accrued Other 3,318 — Accrued Interest 14,529 — Total $ 500,947 $ 6,720

6. Convertible Notes

6. Convertible Notes	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Convertible Notes	Note 6. Convertible Notes April 2019 Note Offering The notes had a maturity of one year after issuance, but maturity was extended by mutual consent during 2020 for one year with the addition of 10% per annum interest. The Company evaluated the proper accounting and reporting treatment for the conversion features of the Notes. After review of the accounting guidance, the Company initially concluded that the Notes should be reflected as Share Settled Debt at fair value. A subsequent reevaluation of the Notes resulted in the conclusion that they contained derivative features and the original reporting of the Notes has been changed as a result. See Note 2 – Restatement. Conversions of Notes October 2019 Note Offering:

7. Derivative Liability

7. Derivative Liability	12 Months Ended
	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	Note 7. Derivative Liability The Company evaluated the Notes in accordance with ASC 815 Derivatives and Hedging and determined that the embedded components of these contracts qualify as a derivative to be separately accounted for as a liability. The Company records the fair value of the embedded components in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivatives was calculated using a Black Scholes model. The fair value of the derivative liabilities is revalued on each balance sheet date with a corresponding gain or loss recorded in the consolidated statement of operations. For the year ended December 31, 2019, the Company recorded a gain on the change in the fair value of derivative liability of $1,353,100 (2018 - $0). As at December 31, 2019, the Company recorded a derivative liability of $628,932. The following inputs and assumptions were used to value the derivative liability outstanding during the years ended December 31, 2019: Expected volatility 220 % Risk free rate 1.55 % Expected term (in years) 0.25 Stock Price $ 0.21 Strike Price $ 0.094 A summary of the activity of the derivative liability is shown below: Balance, December 31, 2018 $ — New derivatives 4,332,800 Conversions (2,350,768 ) Mark to Market adjustment (1,353,100 ) Balance, December 31, 2019 $ 628,932 The above calculations and assumptions relate only to the convertible notes issued by the Company in April and May 2019 and the derivative features of those notes. The Company issued a second set of notes, with different conversion features, beginning in October 2019; however, while the Company believes there may be derivative features of this second set of notes, only $100,000 in principal amount of those notes were sold in 2019, any resulting derivative liability was not recognized in 2019 as it was of nominal value.

8. Payables to be settled with

8. Payables to be settled with stock	12 Months Ended
	Dec. 31, 2019
Long-term Debt, Unclassified [Abstract]
Payables to be settled with stock	Note 8. Payables to be settled with stock Shares December 31, 2019 Shares accrued under an Employment Agreement 18,000,000 $ 5,940,000 Shares issued as year-end bonuses to employees 21,152,000 3,589,494 Shares issued to Advisory Board 395,000 67,032 Shares issued as compensation 150,669 35,000 39,697,669 $ 9,631,526 For the year ended December 31, 2019, the Company reported Payables to be settled with stock in the total amount of $9,631,526 on its Balance Sheet.

9. Stockholders' Equity

9. Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Stockholders' Equity	Note 9. Stockholders’ Deficit 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. In early 2019, the Company filed an action in the United States District Court for the District of Maryland against the entity shareholders of record of the Company, alleging that a total of 12,606,500 common shares held in their collective names had been issued improperly and illegally. On May 20, 2019, a default judgment was entered in favor of the Company. On September 21, 2019, the Court entered final judgment in favor of the Company cancelling the 12,606,500 common shares as illegally issued and declaring them void. In October 2019, the Company issued 2,694,612 common shares in payment of the balance of $900,000 for the acquisition of the CareClix software in April 2019. In October 2019, the Company entered into an employment agreement with Dr. Korangy, the CareClix CEO. Per the agreement, Dr. Korangy received 6,534,188 shares upon signing, and can earn an additional 18,000,000 shares based on the Company achieving certain revenue metrics. In the event the revenue metrics are not met, the shares will vest on April 16, 2021, without regard to his continued employment. The fair value of the 6,534,188 shares at signing was $2,156,282. The Company also recognized the expense for the remaining 18,000,000 shares to be issued as of the signing of the agreement as no performance or service conditions exist and as the service period is deemed non-substantive. The fair value of the 18,000,000 shares to be issued was $5,940,000. In September and December 2019, the Company issued 12,967,862 shares on conversion of the Notes and the interest accrued as of the date of conversion. In November 2019, the Board of Directors authorized a one-time grant of common stock to certain officers and key employees in recognition of the efforts to initiate the CareClix, Inc. telehealth business in 2019. A total of 57,630,000 shares, valued at $6,339,300 were issued in December 2019. The Company has not adopted a formal stock option, stock purchase or other compensatory stock plan. A stock compensation bonus for the year ended December 31, 2019 was approved by the Board in January 2020 for 21,152,000 shares valued at $3,589,494, which were issued in January 2020. In January 2019, the Board granted 395,000 shares with a fair value of $67,032 to members of the Advisory Board for their 2019 service. The stock compensation expense for 2019 can be summarized as follows: Purpose Shares Value Shares issued under Employment Agreement 6,534,188 $ 2,156,282 Shares accrued under Employment Agreement 18,000,000 5,940,000 Shares issued as start-up bonuses to employees 57,670,000 6,339,300 Shares issued as year-end bonuses to employees 21,152,000 3,589,494 Shares issued for Advisory Board 395,000 67,032 Shares issued to Consultant for service provided 150,669 35,000 Total 103,901,857 $ 18,127,108 In April 2019, the Company entered into a marketing agreement with Greg Arms who later became a member of the Board of Directors, to assist in the growth of the Company. As consideration for the marketing services, the Company agreed to issue $5,000 in dollar value of stock for each month of the five-month term of the agreement. A total of $35,000 was accrued as stock compensation issuable at December 31, 2019. The shares were issued in January 2020. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with FASB ASC 260, “ Earnings per share The computation of basic and diluted loss per share excludes potentially dilutive securities because their inclusion would be anti-dilutive. Anti-dilutive securities excluded from the computation of basic and diluted net loss per share for the year ended December 31, 2019: are as follows: 5,333,333 shares for the convertible notes outstanding.

10. Income Taxes

10. Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 10. Income Taxes The Tax Cuts and Jobs Act (Tax Reform Act) During the year ended December 31, 2019, the Company recorded a deferred tax liability of $345 to account for the book vs. tax basis difference related to the goodwill intangible asset, also known as a “naked credit.” The deferred tax liability was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the indefinite life of the goodwill. As such, this deferred tax liability cannot be used to offset the valuation allowance for U.S. state income tax purposes. In accordance with the Tax Reform Act, losses generated beginning with the 2018 tax year may be carried forward indefinitely for U.S. federal tax purposes. However, such losses are limited to offset 80% of taxable income in future years. Thus, 80% of the U.S. federal deferred tax liability related to goodwill may be used to offset the valuation allowance. The sum of the U.S. state deferred tax liability and 20% of the U.S. federal tax liability related to goodwill was $345 as of December 31, 2019. Apart from the $345 deferred tax expense mentioned above, the Company did not provide a current or deferred U.S. federal or state income tax provision or benefit for any of the periods presented because the Company experienced losses since inception. The Company may reduce the valuation allowance against deferred tax assets at such time when it becomes more likely than not that the deferred tax assets will be realized. As of December 31, 2019, and 2018, management determined that it was not more likely than not that the deferred tax assets would be realized, thus a full valuation allowance was recorded. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve months ended December 31, 2019 and 2018, or during the prior three years applicable under FASB ASC 740. Therefore, a liability for uncertain tax positions was not recorded as of December 31, 2019 and 2018. The Company filed all tax returns through December 31, 2018 and is in process of preparing its tax return for the year ended December 31, 2019. The components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets Restricted stock $ 4,639,655 $ — Right to use lease liability 52,510 — Intangible assets 8,938 — Net operating loss carryforward 838,693 372,223 Total deferred tax assets 5,539,796 372,223 Deferred tax liabilities Unrealized gain (348,288 ) — Goodwill (9,371 ) — Right to use lease asset (52,510 ) — Fixed assets (18 ) — Total deferred tax liabilities (410,187 ) — Subtotal 5,129,609 372,223 Valuation allowance (5,129,954 ) (372,223 ) Net deferred tax asset / (liability) $ (345 ) $ — The income tax expense (benefit) differs from the expense (benefit) that would result from applying federal statutory rates to loss before income taxes as follows: For the Years Ended December 31, 2019 2018 Amount Rate Amount Rate Expected federal statutory income tax $ (4,698,074 ) 21.0 % $ (84,558 ) 21.0 % State income taxes, net of federal benefits (872,212 ) 3.9 % (19,086 ) 4.7 % Nondeductible interest 833,843 (-3.7)% — — Change in valuation allowance 4,736,788 (21.2 )% 103,644 (25.7 )% Income tax expense (benefit) $ 345 0 % $ — — The Company did not pay any income taxes during the periods ended December 31, 2019 and 2018. At December 31, 2019, the Company had unused federal and state net operating loss (“NOL”) carryforwards of approximately $3.3 million that may be applied against future taxable income. These carryforwards expire at various dates through December 31, 2039, with the exception of approximately $2.2 million of federal net operating loss carryforwards, which will not expire. The 20-year limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carryforwards arising after January 1, 2018, will now be limited to 80 % of taxable income. The use of the Company’s NOL carryforwards may, however, be subject to limitations as a result of an ownership change. A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equity ownership by one or more five-% stockholders (or certain groups of non-five-% stockholders) over a three-year period occurs. After such an ownership change, the corporation’s use of its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service. If the Company experiences an ownership change in the future and if the Company has net taxable income, the Company’s ability to use pre-change NOLs to offset U.S. federal taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if the use of NOL carryforwards were not so limited. In addition, for state income, franchise and similar tax purposes, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes. On March 27

11. Commitments and Contingenci

11. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 11. Commitments and Contingencies Employment Agreements: On October 15, 2019, CareClix, Inc. entered into an employment agreement with Dr. John Korangy, one of the developers of the CareClix software and President of CareClix. The agreement provides that Dr. Korangy will receive a total of $250,000 in Base Salary for the first two years of the contract period, with the compensation for the first year payable in common stock of Solei. The stock to be issued will be issuable on the normal payroll payment dates for all other employees of CareClix and will be issued quarterly at the average trading price of the last five days of the quarter, with the number of shares being reduced to cover the cost of any required payroll taxes payable on the compensation. In addition, a stock award of 24,534,188 common shares will be issued within 30 days after the effective date of the agreement, vesting as follows: 6,534,188 shares of common stock vest as of the Date of Execution without regard as to continued employment with the Company; an additional 6,000,000 shares vest upon the Company's trailing 12-month gross revenue reaching $50,000,000; an additional 6,000,000 shares vest upon the Company's trailing 12-month gross revenue reaching $100,000,000; an additional 6,000,000 shares vest upon the Company's trailing l2-month gross revenue reaching $200,000,000. Notwithstanding the foregoing, any unvested portion of the Stock Award will vest no later than April 16, 2021, without regard as to employment with the Company and without regard to the Company's achievement of gross revenue in excess of the above-referenced thresholds. See Note 9 for the accounting of the employment agreement. In addition to the Annual Base Salary, Dr. Korangy is entitled to receive a “Target Bonus" based upon the Company's trailing l2-month gross revenue reaching Fifteen Million Dollars ($15,000,000) ("Bonus Target mount"). Within 30 days after the Bonus Date, the Company shall issue to Dr. Korangy a Target Bonus consisting of: (i) that number of shares of Solei common stock having a fair market value (as of the Bonus Date) equal to three % (3%) of the Bonus Target Amount (the "Stock Bonus"); and (ii) cash in an amount equal to the greater of the following: (1) two % (2%) of the Bonus Target Amount; or (2) the fair market value of seven and one-half % (75%) of the Stock Award shares of Solei common stock that vested during the calendar year in which the Bonus Target Amount was achieved under Section 2(b), valued as of the Bonus Date. The shares issuable will be issued at the closing market price of Solei common stock as of the close of business on the date which immediately precedes the Bonus Date and will vest immediately. Other Contingencies and Commitments Director Compensation The Company will issue $12,500 worth of shares, based on the average trading price of the last 5 trading days at the end of each quarter as compensation for each director. In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material effect on the financial statements. In August 2020, CareClix, Inc. filed a lawsuit seeking to enjoin a software development company from restricting access to the CareClix, Inc. web site. At the time of the filing, the parties were in dispute over outstanding invoices owed to the developer, the amount of the invoices and the extent and quality of the work performed by the developer. At the time of filing, CareClix, Inc. has a total of approximately $78,000 in payables due to the software development company, plus approximately $28,000 in common stock of the Company due as additional compensation. The development company subsequently counterclaimed against CareClix, Inc. for alleged unbilled services of $425,000, plus outstanding invoices plus attorneys’ fees as provided in the agreement between the parties. In February 2021, the parties agreed to a settlement for a total sum of $130,000 plus the return to CareClix, Inc. of all work product created by the development company under the contract. Lease commitments The Company leases a facility from a related party (See Note 13).

12. General and Administrative

12. General and Administrative Expenses	12 Months Ended
	Dec. 31, 2019
General and Administrative Expense [Abstract]
General and Administrative Expenses	Note 12. General and Administrative Expenses General and administrative expenses are comprised of the following items: Years Ended December 31, 2019 2018 Salaries and benefits $ 590,344 $ 120,000 Software development expenses 510,499 — Professional expenses 465,445 171,992 Other expenses 700,110 109,705 Total $ 2,266,398 $ 401,697

13. Related Party Transactions

13. Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 13. Related Party Transactions The Company leases office space from Eagles United, a company owned by Mr. Scott, CEO and majority shareholder. The lease was month to month in 2018 and effective January 1, 2019, the Company signed a one year lease with no renewal options for $102,000. The rent expense for the years ended December 31, 2019 and 2018 was $102,500 and $102,000, respectively. The amount owed to Eagles United at December 31, 2019 and 2018 was $511,000 and $408,500, respectively. Subsequent to year end, in January 2021, the Company signed a two year lease extension for $102,000 per year. Mr. Scott also advances the Company monies. The advances bear no interest and have no set maturity date and are due on demand. At December 31, 2019 and 2018, the advances outstanding were $172,976 and $123,156, respectively. The Company has been advanced funds from an Equity Line of Credit (LOC) in the name of and secured by the home of Mr. Scott. The LOC allows for draws up to $200,000 through December 2024 with a repayment period through December 2044. Interest is charged at an annual percentage rate of 6.84% as of December 31, 2019. The amounts outstanding on the LOC were $199,719 and $200,406 as of December 31, 2019 and December 31, 2018, respectively. The interest expense incurred during the years ended December 31, 2019 and 2018 was $15,445 and $12,244, respectively. Accrued interest was $2,025 and $0, at December 31, 2019 and 2018, respectively. Officer compensation to Josh Flood, President, accrued for the year ended December 31, 2019 and 2018 was $150,000 and $120,000, 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 $630,000 and $480,000 as of December 31, 2019 and December 31, 2018, respectively. The Company also owed Mr. Flood $15,750 at December 31, 2019 and 2018 for services provided in 2017 in connection with the development of the Company web site. Compensation to Avril James, an associate of Mr. Scott and employee of the Company accrued for the year ended December 31, 2019 and 2018 was $120,000 and $95,500, 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 $504,000 and $384,000 as of December 31, 2019 and December 31,2018, respectively. A relative of Josh Flood, CFO, and a relative of Mr. Scott, CEO, each purchased $10,000 of the April 2019 Note Offering. The terms were identical to the other note purchases. Both related party convertible notes and accrued interest totaling $600 were converted into common shares during 2019.

14. Subsequent Events

14. Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 14. Subsequent Events New Directors. The Company appointed new members to the Board of Directors in 2020 and established an Audit Committee. The Company now has seven directors, three of whom, Charles Scott, Greg Arms and Dr. John Korangy, are not considered independent, and four independent members. Disposition of Clinical and Herbal. Based on the approval received from the Board of Directors in June 2020, the Company sold the outstanding stock of CHII to Charles Scott for $1,000, based on an independent valuation report confirming that the equity interest in CHII held by the Company had no value. As part of the transaction, the Company has assumed responsibility for repaying a line of credit provided by Mr. Scott to the Company and its subsidiaries, with a balance due on $199,219. The major effect of the transaction will be to remove the current debt of CHII, approximately $1,526,750, from the consolidated balance sheet of the Company. As part of the process of executing the Share Exchange Agreement with CHII, an independent valuation of CHII was performed by Centri Valuation Services, LLC, as of June 15, 2020. Based, in part, on this valuation, the terms of the Share Exchange Agreement with CHII are such that, to reflect any difference between the CHII Valuation and the liabilities being released from the SOLI consolidated financial statements by CHII, Charles O. Scott will receive consideration in the form of 1,000,000 shares of SOLI common stock, in addition to a payment from SOLI to Mr. Scott of $50,000, which is due within 90 days of the Closing Date. Upon the closing of the Share Exchange Agreement with CHII, SOLI’s then President, CFO and Director, Joshua Flood, resigned as an officer and director of SOLI in order to devote his full-time efforts to running the day to day operations of CHII as its President. Mr. Flood submitted his resignation in May 2020 effective at the Closing. Upon Mr. Flood’s resignation from SOLI, Charles O. Scott, and the other officers and directors of SOLI will remain the same, the CFO position was assumed by Charles O. Scott, and our current Director, Gregory Arms also assumed the position of Interim President of SOLI. New Note Offerings The Company issued new convertible notes from the second note offering during 2020 in the total amount of $1,450,000 and the second note offering was then closed in May 2020. The Company initiated a third round of convertible note offerings for up to $1,500,000 in October 2020, with terms identical to the second round of convertible notes. As of the date of this report, the Company has raised a total of $430,000 from this third note offering. Note conversions Share Issuances On February 25, 2020, the Company issued 21,152,000 shares for a fair value of $3,589,494 to employees as a 2019 bonus. The fair value amount was included in the December 31, 2019 financial statements. At the same time, the Company issued 395,000 shares for a fair value of $67,032 to advisory board service members for services during 2019. The fair value amount was included in the December 31, 2019 financial statements. On April 14, 2020, the Company entered into a 1-year agreement with Coral Capital Advisors, LLC which will serve as the Company’s agent for the purpose of general business advice and the location of an investment bank, and other advisors as needed by the Company. In exchange for these services, the Company issued 125,000 shares to Coral Capital Advisors, LLC. The shares have a fair value of $72,704 based on the adjusted closing market price on April 14, 2020. On February 25, 2020, the Company issued 100,000 shares as bonus compensation to one of the medical doctors providing services to the Company through CareClix Network, PC. The shares were value at market at $16,500. On October 27, 2020, the Company issued 1,000,000 unregistered shares to an unrelated party in a private placement transaction at $0.05 for a total of $50,000. On October 24, 2020, the Company entered into two agreements with Cicero Transact Group, Inc., a data agreement and a service agreement for marketing services, The service agreement provided for the issuance of 172,413 shares for marketing services valued at $50,000, which were issued on October 28, 2020. The data agreement provided for the delivery of 3,000,000 targeted marketing leads valued at $0.15 each in exchange for 1,551,724 restricted shares at $0.29 per share, of which 827,587 were issued on October 28, 2020 and the remaining 724,137 shares will be issued when Cicero produces at least 30,000 additional users on the CareClix web site. The latter shares have not yet been issued as of the date of this report. On October 28, 2020, the Company issued 10,000,000 restricted shares to Charles O. Scott, Chairman and CEO, as compensation, valued at $3,040,000. On October 28, 2020, the Company issued 250,000 restricted shares as the first installment of shares due to Robert Corjulo under his Employment Agreement. The second and last installment of 250,000 shares will be issued in 2021. On October 28, 2020, the Company issued 327,906 restricted shares as 2020 bonus compensation to five employees, valued at $300,656 On October 28, 2020, the Company issued 681,814 shares of common stock to Board of Directors members for serving on the Board during 2020. The Company issued 260,503 shares to Board member and Interim President Greg Arms in connection with his consulting agreement. On October 28, 2020, the Company issued 102,170 restricted shares to Dr. Scott Dattel under his Employment Agreement. On October 28, 2020, the Company issued 551,679 restricted shares to Dr. John Korangy under his Employment Agreement. On October 28, 2020, the Company issued 218,210 restricted shares to Technorely, Inc, an unrelated technology development company, as payment of 20% of its invoices for services in 2020. Officer Appointments On June 30, 2020, the Company entered into an Employment Agreement with Dr. Scott Dattel, as Chief Medical Officer of CareClix, Inc. The terms of the agreement provide for a starting pay rate of $120,000 per year with (50% paid in shares of common stock of Solei Systems issued in quarterly installments based on the last 5-day trading average price at end of quarter beginning with the first full quarter. There was a signing bonus of $15,000 worth of common stock of Solei Systems based on the last 5 days of trading of the Second Quarter, 2020 issued on July 15, 2020. In addition, all direct sales brought in through self-generated leads will pay 10% in commission directly for the term of the initial contract and 5% for renewing terms. Revenue earned by Dr. Dattel for patient care through CareClix Network PC, is unrelated to this agreement and will continue independently. Sales commissions may be paid in common stock of Solei Systems, Inc. On July 31, 2020, the Company appointed Robert Corjulo as President of CareClix, Inc. The agreement was for two years at an annual salary of $120,000. In addition, the Company granted him 1,000,000 shares of common stock that vest in quarterly amounts of 250,000 shares on July 31, 2020, 250,000 shares on December 31, 2020, 250,000 shares on March 31, 2021, and 250,000 shares on July 31, 2021. Vesting of shares is conditional on continued employment. The fair value of the shares issued on July 31, 2020 is $87,500. In November 2020, the Company and Mr. Corjulo agreed to the termination of his employment effective December 31, 2020. Due to his termination, the last allotment to vest was the December 31, 2020 allotment and was issued to Mr. Corjulo in January 2020 at a market price of $87,650.

1. Nature of Business and Sig_2

1. Nature of Business and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
NATURE OF BUSINESS:	NATURE OF BUSINESS: The Company was organized on October 26, 2004 under the laws of the State of Florida as Eli Enterprises, Inc. The corporate name was changed in 2008 to Solei Systems, Inc. Effective April 9, 2020, the corporate name was changed to CareClix Holdings, Inc. The Company is a holding company which had a wholly owned subsidiary, CHII, for the full year ended December 31, 2019 and a second wholly owned subsidiary, CareClix, Inc. commencing April 11, 2019. CHII is a supplement development company with a proprietary product. CareClix, Inc. is a Virginia corporation formed by the Company in April 2019 to receive proprietary and patent pending telemedicine operating software acquired by the Company. A majority of the common stock of the Company is owned by Charles Scott, who controls the shareholder vote as a result. Mr. Scott is also Chairman of the Board of Directors and Chief Executive Officer. 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 was 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 has been presented as the continuing entity. The historical financial statements are those of CHII as of October 21, 2017, except for the shareholder equity portion. The financial statements are reported in this Report on a consolidated basis with the Company along with the financial statements of CareClix, Inc and CHII. In April 2019, the Company acquired the proprietary CareClix® operating software, and pending patent application for that software, the domain name and trademark for the software and other assets of KB Medical Systems, LLC, an unrelated company and the developer of the CareClix® operating systems for telemedicine providers. Under the terms of the acquisition agreement, the Company formed a new, wholly owned subsidiary CareClix, Inc., to acquire the CareClix® operating software and pending patent and commenced a new operating business with the assets following the acquisition. One of the two founders of KB Medical, Dr. John Korangy, and one other employee of KB Medical also joined the Company. Although undertaken as an asset acquisition, in the accompanying financial statements the acquisition has been treated as a business combination under ASC 805. Following the closing of the acquisition of the CareClix® software and related assets, Dr. John Korangy was appointed as a member of the Board of Directors of the Company and as CEO of CareClix, Inc. Commencing April 12, 2019, the primary business of the Company became telehealth through its wholly-owned subsidiary, CareClix, Inc. The existing business of Clinical and Herbal Innovations, Inc. remained as the sale and distribution of supplement products through December 31, 2019.
BASIS FOR CONSOLIDATION	BASIS FOR CONSOLIDATION The financial statements and Notes of the Company were prepared on a consolidated basis with the wholly-owned subsidiaries, Clinical and Herbal Innovations, Inc. and CareClix, Inc. (as of April 2019) and all intercompany activities were eliminated in the consolidation.
ESTIMATES	USE OF 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. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, the fair value of share-based payments, and the fair value of derivative liabilities. Actual results could differ materially from those estimates.
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 December 31, 2019 and December 31, 2018.
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2019, and December 31, 2018, the Company had reserves of $0 and $0, respectively.
INVENTORY	INVENTORY Inventory is stated at lower of cost or net realizable value (on a first in-first out basis). The inventory consisted of finished goods supplements. A total of $29,765 in inventory was determined to be impaired as of December 31, 2019 leaving an inventory balance of $4,185. The impairment charge is included in cost of revenues in the statement of operations. Inventory as of December 31, 2019 and December 31, 2018 was $4,185 and $41,770.
BUSINESS COMBINATION	BUSINESS COMBINATION The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within acquisition-related (income) expenses, net. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. The estimated fair value of acquired assets and assumed liabilities are determined primarily using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.
EQUIPMENT, NET	EQUIPMENT, NET Equipment is stated at cost less depreciation and is depreciated over their estimated useful lives. December 31, 2019 December 31, 2018 Equipment $ 71,750 $ 15,750 Less: accumulated depreciation (18,433 ) (7,350 ) Total $ 53,317 $ 8,400 The estimated useful life of equipment is 5 years. Depreciation for the years ended December 31, 2019 and 2018 was $11,083 and $3,150, respectively.
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on December 31 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. There were no impairment losses in 2019.
LEASE ACCOUNTING	LEASE ACCOUNTING In February 2016, the FASB issued ASU 2016-02, Leases, codified as ASC 842 Leases (“ASC 842”). ASC 842 requires leases to be accounted for using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Prior to adopting ASC 842, the Company followed the lease accounting guidance as issued in ASC 840, Leases (“ASC 840”) under which the Company classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. Effective January 1, 2019, the Company adopted ASC 842 . Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company also applied the practical expedient which provides an additional transition method which allows entities to elect not to recast comparative periods presented. The package of practical expedients provided by ASC 842, allowed the Company to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, the Company elected an accounting policy to exclude from the balance sheet the right-of-use assets and lease liabilities related to short-term leases, which are those leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The standard did not have a material impact in the Company’s balance sheets or in the statement of operations. During 2019, the Company subleased space in a commercial property leased by Mr. Scott, the majority shareholder, CEO and Chairman of the Board of the Company. The sublease had been on a month-to-month basis in years prior to 2019; however, the Company entered into a one year short-term lease for the property, with no option for renewal or purchase, effective January 1, 2019. As a month-to-month, short-term operating lease with no variable lease payments or purchase or renewal option, the Company elected not to create a right of use asset or lease liability and instead reported the short-term lease payments monthly as accrued, as lease expense under the practical expedient.
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. Except as noted below under convertible notes (see Convertible Notes, Note 6), the Company did not have any other assets or liabilities measured at fair market value on a recurring basis at December 31, 2019 and December 31, 2018. Additionally, the Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during the years ended December 31, 2019 and 2018. The convertible notes embedded derivative liability represents the fair value of the conversion option, contingent redemption and contingent interest features. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the derivative liability using a Black Scholes valuation model. This valuation model considers the Company's future stock price, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are or may become convertible. The Company marks the derivative liability to market at the end of each reporting period due to the conversion price not being indexed to the Company's own stock. Changes in the fair value of the convertible note embedded derivative liability is reflected in our consolidated statements of operations as “Change in fair value of derivative liability.” Accordingly, the Company classifies the embedded derivative liability associated with the convertible notes as level 3 in the fair value hierarchy (see Note 6 Convertible Notes & Note 7 Derivative Liability).
DERIVATIVE INSTRUMENTS	DERIVATIVE INSTRUMENTS Equity instruments or debt may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, “ Derivatives and Hedging” The Company has determined that certain conversion features embedded in convertible notes are derivatives. Accordingly, the Company has recognized derivative liabilities in connection with such instruments. The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model.
REVENUE RECOGNITION	REVENUE RECOGNITION Under ASC 606 the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation (i.e., either point in time or over time). The Company measures revenue based on consideration specified in a contract with a customer, and the Company recognizes revenue when a performance obligation is satisfied by transferring control over the service to the customer which could occur overtime or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. We generate our revenue primarily from the use of CareClix software by third parties (Software as a Service or SaaS) and revenues from patient consultations through the CareClix telemedicine system. The CareClix software system is a cloud-based software system used by both the Company’s internal physician network and third-party customers (i.e., doctors or healthcare providers) who use the software to service their clients. ASC 606, Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Nature of Our Revenue Software as a Service (SaaS) Revenue: The CareClix software system is used by certain third-party customers (or doctors/healthcare providers) to service their telemedicine clients (or patients) under written service agreements with CareClix, Inc. Generally, these customers are third-party doctors who are using the SaaS CareClix platform to provide telemedicine services and virtual consultations to their patients. In consideration for the usage of the platform the customer remits the fees for the license as indicated within the agreement. This revenue stream consists of the fees for the license of the SaaS CareClix virtual platform, inclusive of ongoing maintenance and support as detailed within the contract with the customer. Additionally, the Company provides implementation services to the customer to make the software available for use. The implementation is performed in several phases: i) analyze phase – requirements gathering session and document; ii) build phase – application configuration, CareClix Anywhere installation, hardware, alpha review, and training material for end users; iii) certify phase – user acceptance testing; iv) deploy phase – clinical administrator training, end user training, and agreement on a “go live” date for the software; and v) end phase – CareClix Professional Services will support the customer in the four weeks after the software has gone live. After the four-week period, the customer will be in a steady state and will be transitioned to CareClix Support. The Company recognizes the revenue from the SaaS contracts, as one single performance obligation, which is recognized straight-line over the initial contract term. Implementation of the SaaS contracts is not a separate performance obligation as it does not transfer the customer any separate and distinct benefit on its own and is therefore bundled with the recurring fees into one performance obligation. Fees related to the implementation services are deferred until the go-live date and recognized as revenue over the initial term of the contract. Telemedicine revenue Other customers of CareClix use the CareClix telemedicine platform directly to service their clients or members and the CareClix software maintains the record of the number of consultations and other work performed for the customer’s clients, using the CareClix contracted medical doctors, and CareClix recognizes the revenue when the consultation occurs, in accordance with the written agreement between CareClix and the customer. Product Sales Clinical and Herbal Innovations sells its Panoxol™ branded products through third party outlets such as Amazon and through on-line sales through TSYS. Product sales represent revenue from the sale of products and related shipping fees where the Company is the seller of record. Product sales and shipping revenues are recorded when the products are shipped, and title passes to customers. Since all of the sales are on-line sales, collected through third parties, the Company does not invoice customers; rather, product is shipped and matched with the revenue payments received from the third parties. The Company recognizes revenue following the five-step model prescribed under ASC 606: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company will recognize revenue over time under the straight-line method of measuring progress per month over the initial service term of the contract and has identified the services provided as a series in accordance with the guidance. Disaggregation of Revenue The following table presents our disaggregated revenues by type of revenue: Type of Revenue December 31, 2019 December 31, 2018 Software as a Service (SaaS) revenue $ 394,797 $ — Telemedicine revenue 1,111,154 — Product sales 15,420 21,022 $ 1,521,371 $ 21,022 The Company had one customer that accounted for approximately 36% of total revenues for the year ended December 31, 2019. Contract balances The incremental costs of obtaining a contract with a customer and fulfillment costs are typically not significant to the customer contracts. Any material capitalized contract costs are amortized, with the expense recognized as an entity transfers the related goods or services to the customer or expensed over the life of the capitalized assets if the assets fall under the scope of other accounting guidance (i.e., ASC 360 Property, Plant, and Equipment). The Company incurs implementation costs to fulfill a contract that should be recognized as an asset. The Company will amortize costs to fulfill the contract over the initial term of the contracts as renewals cannot be reasonably determined at the inception of the customer contract. The Company does not have significant remaining unfulfilled performance obligations as of December 31, 2019 and does not have contract receivables or contract liabilities.
COST OF REVENUE	COST OF REVENUE Cost of revenue consisted of product costs, service costs, an inventory impairment charge and fulfillment fees for supplement sales through the internet of $40,045 and $9,740 for the year ended December 31, 2019 and the year ended December 31, 2018, respectively. Additionally, cost of revenues also included contracted services for telehealth sales of $770,658 and $0 for the year ended December 31, 2019 and December 31, 2018, respectively. The Company recognized cost of revenues of $810,703 and $9,740 during the years ended December 31, 2019 and 2018, respectively.
ADVERTISING	ADVERTISING The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $1,412 and $20, respectively.
INCOME TAXES	INCOME TAXES The Company accounts for income taxes under ASC 740 “ Income Taxes
DEVELOPMENT COSTS	DEVELOPMENT COSTS CareClix, Inc. engages in regular and continuing development and refining of its proprietary CareClix™ operating software. All of the related development costs are expensed as incurred. For the year ended December 31, 2019, CareClix incurred approximately $510,499 in development costs, and $0 for the year ended December 31, 2018.
GOING CONCERN ANALYSIS	GOING CONCERN ANALYSIS In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt regarding the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (February 16, 2021). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before February 16, 2022. The Company is subject to a number of risks similar to those of other Telehealth companies, healthcare consulting companies and subscription based businesses, including its dependence on outside sources of capital, the Company’s ability to maintain and grow its subscriber base, uncertainty of generation of revenues and positive cash flow, dependence on key individuals, risks associated with research, development, testing, and successful protection of intellectual property, and the Company’s susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the year ended December 31, 2019, the Company had an accumulated deficit of $24,144,620, a net loss of $22,372,128, and cash used in operating activities of $821,749. As of and for the year ended December 31, 2018, the Company had an accumulated deficit of $1,772,492 a net loss of $402,659, and cash used in operating activities of $68,054. In the past the Company has financed operations through loans from an Officer of the Company and two private offerings of convertible debt. The Company also plans to support its operations by continuing to raise the additional capital until the planned operating results are achieved. The Company business plan calls for significant expansions of the current business and consideration of potential mergers and additional funding will be required to support these expansion efforts. The Company is unable to predict the extent of any future losses or when the Company will become profitable. Any debt financing, if available, may include potential restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its current operations or (ii) relinquish or otherwise dispose of rights to technologies or products on unfavorable terms. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. Without raising additional capital there is substantial doubt about the Company’s ability to continue as a going concern through February 16, 2022. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.
RECLASSIFICATIONS	RECLASSIFICATIONS Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS Financial instruments On January 1, 2019, the Company adopted FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes in the standard is the requirement for changes in the fair value of equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income The Company adopted the standard effective January 1, 2019. There was no impact on adoption. New accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2020. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. The Company does not expect that the adoption of ASU 2016-13 will have a material impact on its results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The following are the changes that will have an immediate disclosure impact for the Company upon adoption of the guidance for fair value measurement: (i) disclosure of the valuation processes for Level 3 fair value measurements is no longer required, (ii) changes in unrealized gains and losses for the reporting period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period is a new disclosure requirement, and (iii) the range and weighted average (or reasonable and rational method) of significant unobservable inputs used to develop Level 3 fair value measurement is a new disclosure requirement. Other than updating the applicable disclosures, the adoption of this guidance will not have an impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which is intended to simplify the accounting for income taxes by eliminating certain exceptions and simplifying certain requirements under Topic 740. Updates are related to intraperiod tax allocation, deferred tax liabilities for equity method investments interim period tax calculations, tax laws or rate changes in interim periods, and income taxes related to employee stock ownership plans. The guidance for ASU No. 2019-12 becomes effective on January 2021. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s 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.

1. Nature of Business and Sig_3

1. Nature of Business and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule of equipment	Equipment is stated at cost less depreciation and is depreciated over their estimated useful lives. December 31, 2019 December 31, 2018 Equipment $ 71,750 $ 15,750 Less: accumulated depreciation (18,433 ) (7,350 ) Total $ 53,317 $ 8,400
Schedule of disaggregation of revenue	The following table presents our disaggregated revenues by type of revenue: Type of Revenue December 31, 2019 December 31, 2018 Software as a Service (SaaS) revenue $ 394,797 $ — Telemedicine revenue 1,111,154 — Product sales 15,420 21,022 $ 1,521,371 $ 21,022

2. Restatement (Tables)

2. Restatement (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Schedule of restatement of financial statements	T he changes made by the restatement for the three months and six months ended June 30, 2019, and the three months and nine months ended September 30, 2019, are as follows. As Previously Reported Restated Three Months ended June 30, 2019 June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ — $ (1,680,000 ) Note Discount for Derivative liability — (1,672,355 ) (1,672,355 ) Derivative Liability — 2,390,561 2,390,561 $ 1,680,000 $ 718,206 $ (961,794 ) Statement of Operations Interest premium expense on convertible notes (1,680,000 ) (2,660,445 ) (980,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 1,942,239 $ (1,680,000 ) $ (718,206 ) $ 961,794 As Previously Reported Restated Six Months ended June 30, 2019 June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ — $ (1,680,000 ) Note Discount for Derivative liability — (1,672,355 ) (1,672,355 ) Derivative Liability — 2,390,561 2,390,561 $ 1,680,000 $ 718,206 $ (961,794 ) Statement of Operations Interest premium expense on convertible notes (1,680,000 ) (2,660,445 ) (980,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 1,942,239 $ (1,680,000 ) $ (718,206 ) $ 961,794 As Previously Reported Restated Three Months ended September 30, 2019 September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ (1,551,161 ) $ (3,231,161 ) Derivative Liability — 2,918,799 2,918,799 $ 1,680,000 $ 1,367,638 $ (312,362 ) Statement of Operations Interest Premium expense on convertible note — (120,694 ) (120,694 ) Gain (Loss) on FMV adjustment to Derivative — (721,262 ) (721,262 ) $ — $ (841,956 ) $ (841,956 ) As Previously Reported Restated Nine Months ended September 30, 2019 September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Increase/(Decrease) Balance Sheet Note Premium at fair value $ 1,680,000 $ (1,551,161 ) $ (3,231,161 ) Derivative Liability — 2,918,799 2,918,799 $ 1,680,000 $ 1,367,638 $ (312,362 ) Statement of Operations Interest Premium expense on convertible note — $ (2,781,139 ) (2,781,139 ) Gain (Loss) on FMV adjustment to Derivative — 1,220,977 1,220,977 $ $ (1,560,162 ) $ (1,560,162 ) Consolidated Balance Sheets as of June 30, 2019 (As previously reported and restated) As Previously Reported Restated June 30, 2019 June 30, 2019 Restated Impact (Unaudited) (Unaudited) Difference Assets Current assets: Cash $ 385,211 $ 385,776 (A) $ 565 Accounts receivable, net 280,151 356,498 (B) 76,347 Prepaid expenses — 13,899 (C) 13,899 Inventory 38,833 38,833 — Total current assets 704,195 795,006 90,811 Fixed assets, net of depreciation 76,533 76,533 — Other assets Intangible assets, net of amortization 1,735,814 1,735,814 — Goodwill 50,000 50,000 — Total Other Assets 1,785,814 1,785,814 — Total Assets $ 2,566,542 $ 2,657,353 $ 90,811 Liabilities Current liabilities Accounts payable 9,490 12,198 (D) 2,708 Accrued interest 21,527 21,527 — Accrued expenses 88,790 88,790 — Convertible Notes 1,680,000 1,680,000 — Note Premium at fair value 1,680,000 — (F) (1,680,000 ) Note discount for derivative liability — (1,672,355 )(F) (1,672,355 ) Derivative liability — 2,390,561 (F) 2,390,561 Balance due on acquisition 900,000 900,000 — Deferred revenue — 11,900 (E) 11,900 Related Party Loans 372,195 372,195 — Related Parties Payables 1,447,250 1,447,250 — Total Liabilities $ 6,199,252 $ 5,252,066 $ (947,186 ) Stockholders’ Deficit Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804 103,804 — Additional Paid in Capital 102,888 102,888 — Accumulated Deficit (3,839,402 ) (2,801,405 ) 1,037,997 Total Stockholders' Deficit (3,632,710 ) (2,594,713 ) 1,037,997 Total Liabilities and Stockholders' Deficit $ 2,566,542 $ 2,657,353 $ 90,811 In addition to the changes in account balances resulting from the restated items, other amounts were also recorded. These amounts were due primarily to timing differences in expenses or revenues inappropriately recorded in the wrong accounting periods. These amounts were identified as part of the audit of the financial statements for the year ended December 31, 2019 and did not represents a substantial change to the financial statements; however, since the Company is restating its financial statements for the two periods, these timing differences are reflected in the restated financial statements, with the reason for the additional changes outlined below. Note (A) The increase in the cash balance of $565 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of June 30, 2019. (B) The increase in accounts receivable of $76,347 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned. (C) The increase in prepaid expense of $13,899 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term. (D) The increase in accounts payable of $2,708 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period. (E) The increase in deferred revenue of $11,900 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. (F) Restatement related to the incorrect accounting treatment for derivative liability refer to Change in Accounting of Convertible Note section above. The changes resulting from the restatement items and the additional timing differences are reflected in the below Statements of Operations for the three and six months ended June 30, 2019. Consolidated statements of operations for the three and six months ended June 30, 2019 (as previously reported and restated) 3 Months Ended 6 Months Ended June 30, 2019 June 30, 2019 June 30, 2019 June 30, 2019 As Previously Reported Restated As Previously Reported Restated Revenues, net of returns $ 438,842 $ 502,689 $ 443,193 $ 507,040 Cost of Revenue (286,012 ) (237,203 ) (288,563 ) (239,753 ) Gross Profit 152,830 265,486 154,630 267,287 General, selling and administrative expenses Officer salaries 30,000 30,000 60,000 60,000 Rent and Management fees 25,500 25,500 51,000 51,000 Payroll expense 107,155 99,240 107,155 99,240 Consulting expenses 74,845 74,845 114,842 114,842 Professional fees 26,250 16,250 47,150 36,150 Other expenses 126,780 186,185 135,496 190,865 Total expenses 390,530 432,020 515,643 552,097 Operating loss $ (237,700 ) $ (166,534 ) $ (361,013 ) $ (284,810 ) Nonoperating income (expenses) Interest income 2,340 2,340 2,340 2,340 Interest expense (24,847 ) (24,847 ) (28,237 ) (28,237 ) Interest premium expense on convertible notes (1,680,000 ) — (1,680,000 ) — Amortization of debt discount (2,660,445 ) (2,660,445 ) Gain (Loss) on FMV adjustment to Derivative — 1,942,239 — 1,942,239 Total nonoperating income (expenses) (1,702,507 ) (740,713 ) (1,705,897 ) (744,103 ) Net loss $ (1,940,207 ) $ (907,247 ) $ (2,066,910 ) $ (1,028,913 ) Net loss per share, basic and diluted $ (0.02 ) $ (0.01 ) $ (0.02 ) $ (0.01 ) Weighted Average number of shares of common stock outstanding- Basic 103,804,390 115,164,093 103,804,390 115,780,565 Consolidated Balance Sheets as of September 30, 2019 (as previously reported and restated) As Previously Reported Restated September 30, 2019 September 30, 2019 Restated Impact (Unaudited) (Unaudited) Difference Assets Current assets: Cash $ 135,927 $ 137,237 (A) $ 1,310 Accounts receivable, net 239,661 310,774 (B) 71,113 Prepaid expenses — 10,022 (C) 10,022 Inventory 36,749 36,749 — Total current assets 412,337 494,782 82,445 Fixed assets net of depreciation 72,533 72,533 — Other assets Intangible assets, net of amortization 1,736,454 1,736,454 — Total Assets $ 2,221,324 $ 2,303,769 $ 82,445 Liabilities Current liabilities Accounts payable 67,954 53,529 (D) (14,425 ) Accrued interest 67,112 43,887 (23,225 ) Accrued expenses 91,815 91,815 — Convertible Notes 1,680,000 1,580,000 (100,000 ) Note Premium at fair value 1,680,000 (1,551,661 )(F) (3,231,661 ) Derivative Liability — 2,918,799 (F) 2,918,799 Deferred revenue — 33,268 (E) 33,268 Related Party Loans 372,195 372,195 — Related Parties Payables 1,526,750 1,526,750 — Stock issuable as compensation 25,000 25,000 — Stock issuable for acquisition 900,000 900,000 — Total Liabilities $ 6,410,826 $ 5,993,582 $ (417,244 ) Stockholders’ Deficit Preferred stock, $0.001 par value, 50,000,000 shares authorized; Common Stock, $0.001 par value, 300,000,000 shares authorized; 104,869,821 shares issued and outstanding at September 30, 2019 103,804 104,869 1,065 Additional Paid in Capital 102,888 397,817 294,929 Accumulated Deficit (4,396,194 ) (4,192,499 ) 203,695 Total Stockholders' Deficit (4,189,502 ) (3,689,813 ) 499,689 Total Liabilities and Stockholders' Deficit $ 2,221,324 $ 2,303,769 $ 82,445 Note (A) The increase in the cash balance of $1,310 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of September 30, 2019. (B) The increase in accounts receivable of $71,113 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned. (C) The increase in prepaid expense of $10,022 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term. (D) The increase in accounts payable of $14,425 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period. (E) The increase in deferred revenue of $33,268 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. Restated as deferred revenue and recognized over the term of the contract. (F) Restatement related to the incorrect accounting for derivative liability refer to Change in Accounting of Convertible Note section above. The changes resulting from the restatement items and the timing differences are reflected in the below Statements of Operations for the three and nine months ended September 30, 2019. Consolidated statements of operations for the three and nine months ended September 30, 2019 (as previously reported and restated) 3 Months Ended 9 Months Ended September 30, 2019 September 30, 2019 September 30, 2019 September 30, 2019 As Previously Reported Restated As Previously Reported Restated Revenues, net of returns $ 531,836 $ 500,343 $ 975,030 $ 1,007,383 Cost of Revenue (349,386 ) (278,610 ) (637,950 ) (518,383 ) Gross Profit 182,450 221,733 337,080 489,000 General, selling and administrative expenses Officer salaries 30,000 30,000 90,000 90,000 Rent and Management fees 25,500 25,500 76,500 76,500 Payroll expense 107,709 107,616 214,864 206,856 Consulting expenses 95,053 170,356 209,895 285,198 Professional fees 51,075 41,325 98,225 72,475 Other expenses 381,019 367,443 516,515 563,288 Total expenses 690,356 742,240 1,205,999 1,294,317 Operating loss (507,906 ) (520,507 ) (868,919 ) (805,317 ) Nonoperating income (expenses) Interest income 134 134 2,474 2,474 Interest expense (49,020 ) (28,765 ) (1,757,257 ) (57,002 ) Amortization of debt discount — (120,694 ) — (2,781,139 ) Gain (Loss) on FMV adjustment to Derivative — (721,262 ) — 1,220,977 Total nonoperating income (expenses) (48,886 ) (870,587 ) (1,754,783 ) (1,614,690 ) Net loss $ (556,792 ) $ (1,391,094 ) $ (2,623,702 ) $ (2,420,007 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) (0.02 ) Average number of shares of common stock outstanding 103,804,390 116,410,890 103,804,390 111,746,947 Consolidated cash flow statements for the six months ended June 30, 2019 (as previously reported and restated) Six Months Ended June 30, 2019 As Previously Reported Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,066,910 ) $ (1,028,913 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 46,053 46,053 Premium on convertible notes 1,680,000 — Gain or loss on fair value adjustment of derivative — (1,942,239 ) Amortization of debt discount — 2,660,445 Change in operating assets and liabilities: Inventory 2,936 2,937 Prepaid insurance — (13,899 ) Deferred revenue — 11,900 (Decrease) in accounts payable (12,980 ) 5,478 Increase in related party payables 174,750 207,632 Increase in accrued expenses 88,790 88,790 Increase in accrued interest 21,527 21,527 (Increase) in accounts receivable (280,151 ) (356,498 ) Net cash used in operating activities (345,985 ) (296,787 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisition (1,000,000 ) (1,000,000 ) Net cash used in investing activities (1,000,000 ) (1,000,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of convertible notes 1,680,000 1,680,000 Proceeds from related parties 49,820 — Net cash provided by financing activities 1,729,820 1,680,000 Net increase in cash $ 383,835 $ 383,213 Cash, beginning of period 2,563 2,563 Cash, end of period 385,211 385,776 Consolidated Cash flow statements for the nine months ended September 30, 2019 (as previously reported and restated) Nine Months Ended September 30, 2019 As Previously Reported Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,623,702 ) $ (2,420,007 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 99,413 99,413 Premium on convertible notes 1,680,000 — Gain or loss on fair value adjustment of derivative — (1,220,977 ) Amortization of debt discount — 2,781,139 Stock compensation 25,000 25,000 Change in operating assets and liabilities: Prepaid insurance — (10,022 ) Inventory 5,021 5,021 Deferred revenue — 33,268 Accounts payable and accrued expenses 220,161 185,481 Related party payables 238,500 287,132 Accounts receivable (239,661 ) (310,774 ) Net cash used in operating activities (595,268 ) (545,326 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisition (1,000,000 ) (1,000,000 ) Net cash used in investing activities (1,000,000 ) (1,000,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of convertible notes 1,680,000 1,680,000 Proceeds from related party loan 48,632 — Net cash provided by financing activities 1,728,632 1,680,000 Net increase in cash $ 133,364 $ 134,674 Cash, beginning of period 2,563 2,563 Cash, end of period 135,927 137,237 Statement of Stockholders’ Deficit for the periods ended June 30, 2019 and September 30, 2019 (as previously reported and as restated) Additional Common Paid-in Accumulated Shares Amount Capital Deficit Total As Previously Reported Balance, March 31, 2019 116,410,890 $ 116,411 $ 90,281 $ (1,899,195 ) $ (1,692,503 ) Net Loss — — — (1,940,207 ) (1,940,207 ) Cancellation of shares (12,606,500 ) (12,607 ) 12,607 — — Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (3,839,402 ) $ (3,632,710 ) Restatement Impacts Balance, March 31, 2019 116,410,890 $ 116,411 $ 90,281 $ (1,894,158 ) $ (1,687,466 ) Net Loss (A) — — — (907,247 ) (907,247 ) Cancellation of shares (12,606,500 ) (12,607 ) 12,607 — — Balance, June 30, 2019 103,804,390 103,804 102,888 (2,801,405 ) (2,594,713 ) As Previously Reported Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (3,839,402 ) $ (3,632,710 ) Net Loss — — — (556,792 ) (556,792 ) Balance, September 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (4,396,194 ) $ (4,189,502 ) Restatement Impacts Balance, June 30, 2019 103,804,390 $ 103,804 $ 102,888 $ (2,801,405 ) $ (2,594,713 ) Net Loss (A) — — — (1,391,094 ) (1,391,094 ) Shares issued for convertible notes 1,065,431 1,065 101,905 — 102,970 Derivative conversion (B) — — 193,024 — 193,024 Balance, September 30, 2019 104,869,821 $ 104,869 $ 397,817 $ (4,192,499 ) $ (3,689,813 ) Note (A) The restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. Additionally, various expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section) . (B) The restated additional paid in capital balance is as a result of the incorrect accounting treatment for the derivative liability associated with the Company’s convertible notes, (refer to Change in accounting of convertible note section).

3. Business Combinations (Table

3. Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2019
Business Combinations [Abstract]
Schedule of assets and liabilities assumed	The initial allocation was as follows: CareClix Software $ 1,500,000 Computer Equipment $ 50,000 Furniture and equipment $ 3,000 Medical Equipment $ 27,000 Patent application and rights thereto $ 50,000 CareClix domain name (CareClix.com) $ 100,000 CareClix trademark and trade name $ 120,000 Goodwill $ 50,000 Total Assets acquired $ 1,900,000 As part of the review of its financial statements and preparation for the audit of its financial results for the fiscal year ended December 31, 2019, the Company retained the services of an independent valuation firm to review the valuations and allocations. As a result of that independent review, the Company has reallocated the total acquisition price as follows: Tangible assets $ 56,000 Technology $ 936,591 Trade names and trademarks $ 66,899 Customer relationships $ 12,294 Assembled workforce $ 100,100 Goodwill $ 728,116 Total Assets acquired $ 1,900,000

4. Intangible Assets (Tables)

4. Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of expected useful lives	The fair value allocated to the definite lived assets is depreciated over their expected useful life, Expected Useful lives for each category of intangible asset are as follows: Definite-Lived Intangible Assets Expected Useful life Technology 8 years Customer Relationships 11 years Tradenames and Trademark 9 years
Schedule of intangible assets	Intangible assets are comprised of the following items: December 31, 2019 Gross Value Accumulated Amortization Net Carrying Value Technology $ 936,591 $ (84,356 ) $ 852,235 Customer relationships 12,294 (805 ) 11,489 Tradenames and Trademarks 66,899 (5,357 ) 61,542 Total other intangible assets $ 1,015,784 $ (90,518 ) $ 925,266 Goodwill 828,216 — 828,216 Total $ 1,844,000 $ (90,518 ) $ 1,753,482

5. Accounts Payable and Accru_2

5. Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued expenses	December 31, 2019 2018 Trade Accounts Payable $ 301,401 $ 6,720 Payroll Taxes 78,625 — Doctor Wages 103,074 — Accrued Other 3,318 — Accrued Interest 14,529 — Total $ 500,947 $ 6,720

7. Derivative Liability (Tables

7. Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of inputs and assumptions	The following inputs and assumptions were used to value the derivative liability outstanding during the years ended December 31, 2019: Expected volatility 220 % Risk free rate 1.55 % Expected term (in years) 0.25 Stock Price $ 0.21 Strike Price $ 0.094
Schedule of derivative liability	A summary of the activity of the derivative liability is shown below: Balance, December 31, 2018 $ — New derivatives 4,332,800 Conversions (2,350,768 ) Mark to Market adjustment (1,353,100 ) Balance, December 31, 2019 $ 628,932

8. Payables to be settled wit_2

8. Payables to be settled with stock (Tables)	12 Months Ended
	Dec. 31, 2019
Long-term Debt, Unclassified [Abstract]
Schedule of payables to be settled with stock	Shares December 31, 2019 Shares accrued under an Employment Agreement 18,000,000 $ 5,940,000 Shares issued as year-end bonuses to employees 21,152,000 3,589,494 Shares issued to Advisory Board 395,000 67,032 Shares issued as compensation 150,669 35,000 39,697,669 $ 9,631,526

9. Stockholders' Equity (Tables

9. Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Schedule of stock compensation expense	The stock compensation expense for 2019 can be summarized as follows: Purpose Shares Value Shares issued under Employment Agreement 6,534,188 $ 2,156,282 Shares accrued under Employment Agreement 18,000,000 5,940,000 Shares issued as start-up bonuses to employees 57,670,000 6,339,300 Shares issued as year-end bonuses to employees 21,152,000 3,589,494 Shares issued for Advisory Board 395,000 67,032 Shares issued to Consultant for service provided 150,669 35,000 Total 103,901,857 $ 18,127,108

10. Income Taxes (Tables)

10. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	The components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets Restricted stock $ 4,639,655 $ — Right to use lease liability 52,510 — Intangible assets 8,938 — Net operating loss carryforward 838,693 372,223 Total deferred tax assets 5,539,796 372,223 Deferred tax liabilities Unrealized gain (348,288 ) — Goodwill (9,371 ) — Right to use lease asset (52,510 ) — Fixed assets (18 ) — Total deferred tax liabilities (410,187 ) — Subtotal 5,129,609 372,223 Valuation allowance (5,129,954 ) (372,223 ) Net deferred tax asset / (liability) $ (345 ) $ —
Schedule of reconciliation of taxes	The income tax expense (benefit) differs from the expense (benefit) that would result from applying federal statutory rates to loss before income taxes as follows: For the Years Ended December 31, 2019 2018 Amount Rate Amount Rate Expected federal statutory income tax $ (4,698,074 ) 21.0 % $ (84,558 ) 21.0 % State income taxes, net of federal benefits (872,212 ) 3.9 % (19,086 ) 4.7 % Nondeductible interest 833,843 (-3.7)% — — Change in valuation allowance 4,736,788 (21.2 )% 103,644 (25.7 )% Income tax expense (benefit) $ 345 0 % $ — —

12. General and Administrativ_2

12. General and Administrative Expenses (Tables)	12 Months Ended
	Dec. 31, 2019
General and Administrative Expense [Abstract]
Schedule of general and administrative expenses	Years Ended December 31, 2019 2018 Salaries and benefits $ 590,344 $ 120,000 Software development expenses 510,499 — Professional expenses 465,445 171,992 Other expenses 700,110 109,705 Total $ 2,266,398 $ 401,697

1. Nature of Business and Sig_4

1. Nature of Business and Significant Accounting Policies (Details - Equipment, net) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Equipment	$ 71,750	$ 15,750
Less: accumulated depreciation	(18,433)	(7,350)
Total	$ 53,317	$ 8,400

1. Nature of Business and Sig_5

1. Nature of Business and Significant Accounting Policies (Details - Disaggregation of Revenue) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenues, net of returns	$ 1,521,371	$ 21,022
SaaS [Member]
Revenues, net of returns	394,797	0
Telemedicine [Member]
Revenues, net of returns	1,111,154	0
Product Sales [Member]
Revenues, net of returns	$ 15,420	$ 21,022

1. Nature of Business and Sig_6

1. Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash equivalents	$ 0	$ 0
Allowance for doubtful accounts	0	0
Impairment of inventory	29,765	0
Inventory	$ 4,185	41,770
Equipment, estimated useful life	5 years
Depreciation and amortization	$ 11,083	3,150
Impairment of goodwill and intangible assets	0
Performance obligations	0
Cost of revenue	810,703	9,740
Advertising expense	1,412	20
Valuation allowances	345
Research and development	510,499	0
Accumulated deficit	(24,144,620)	(1,772,492)
Net loss	(22,372,128)	(402,659)
Cash used in operating activities	(821,749)	(68,054)
Product, Services and Inventory [Member]
Cost of revenue	40,045	9,740
Telehealth Sales [Member]
Cost of revenue	$ 770,658	$ 0
Revenues [Member] | One Customer [Member]
Concentration risk, percentage	36.00%

2. Restatement (Details - Balan

2. Restatement (Details - Balance Sheet and Operation) - USD ($)	3 Months Ended				6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019		Jun. 30, 2019		Jun. 30, 2019		Sep. 30, 2019		Dec. 31, 2019	Dec. 31, 2018
Balance Sheet
Note Premium at fair value	$ 1,680,000		$ 1,680,000		$ 1,680,000		$ 1,680,000
Statement of Operations
Interest premium expense on convertible notes	(1,680,000)		(1,680,000)						$ (2,652,800)
Gain (Loss) on FMV adjustment to Derivative									$ 1,353,100	$ 0
As Previously Reported [Member]
Balance Sheet
Note Premium at fair value	1,680,000		1,680,000		1,680,000		1,680,000
Note Discount for Derivative liability			0		0
Derivative Liability	0		0		0		0
Total	1,680,000		1,680,000		1,680,000		1,680,000
Statement of Operations
Interest premium expense on convertible notes	0		(1,680,000)		(1,680,000)		0
Gain (Loss) on FMV adjustment to Derivative	0		0		0		0
Total	0		(1,680,000)		(1,680,000)		0
Restated [Member]
Balance Sheet
Note Premium at fair value	(1,551,161)	[1]	0	[2]	0	[2]	(1,551,161)	[1]
Note Discount for Derivative liability			(1,672,355)		(1,672,355)
Derivative Liability	2,918,799		2,390,561		2,390,561		2,918,799
Total	1,367,638		718,206		718,206		1,367,638
Statement of Operations
Interest premium expense on convertible notes	(120,694)		(2,660,445)		(2,660,445)		(2,781,139)
Gain (Loss) on FMV adjustment to Derivative	(721,262)		1,942,239		1,942,239		1,220,977
Total	(841,956)		(718,206)		(718,206)		(1,560,162)
Restated Impact Difference [Member]
Balance Sheet
Note Premium at fair value	(3,231,161)		(1,680,000)		(1,680,000)		(3,231,161)
Note Discount for Derivative liability			(1,672,355)		(1,672,355)
Derivative Liability	2,918,799		2,390,561		2,390,561		2,918,799
Total	(312,362)		(961,794)		(961,794)		(312,362)
Statement of Operations
Interest premium expense on convertible notes	(120,694)		(980,445)		(980,445)		(2,781,139)
Gain (Loss) on FMV adjustment to Derivative	(721,262)		1,942,239		1,942,239		1,220,977
Total	$ (841,956)		$ 961,794		$ 961,794		$ (1,560,162)
[1]	Restatement related to the incorrect accounting for derivative liability refer to Change in Accounting of Convertible Note section above.
[2]	Restatement related to the incorrect accounting treatment for derivative liability refer to Change in Accounting of Convertible Note section above.

2. Restatement (Details - Conso

2. Restatement (Details - Consolidated Balance Sheets) - USD ($)	Dec. 31, 2019	Sep. 30, 2019		Jun. 30, 2019		Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 9,446						$ 2,563
Accounts receivable, net	245,046						0
Inventory	4,185						41,770
Total current assets	274,277						44,333
Fixed assets, net of depreciation	53,317						8,400
Other Assets:
Intangible assets, net of amortization	1,753,482
Goodwill	828,216						0
Total assets	2,081,076						52,733
Current Liabilities:
Accrued interest	14,529						0
Convertible notes	186,878						0
Note Premium at fair value		$ 1,680,000		$ 1,680,000
Derivative liability	628,932						0
Deferred revenue	20,483						0
Related party loans	372,195						323,563
Related party payables	1,660,250						1,288,250
Total Liabilities	13,001,556						1,618,533
Stockholders' Deficit
Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804,390 shares issued and outstanding	183,631						116,411
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding	0						0
Additional paid in capital	13,040,509						90,281
Accumulated deficit	(24,144,620)						(1,772,492)
Total stockholders' deficit	(10,920,480)						(1,565,800)	$ (1,163,141)
Total liabilities and stockholders' deficit	$ 2,081,076						$ 52,733
As Previously Reported [Member]
Current assets:
Cash		135,927		385,211
Accounts receivable, net		239,661		280,151
Prepaid expenses		0		0
Inventory		36,749		38,833
Total current assets		412,337		704,195
Fixed assets, net of depreciation		72,533		76,533
Other Assets:
Intangible assets, net of amortization		1,736,454		1,735,814
Goodwill				50,000
Total Other Assets				1,785,814
Total assets		2,221,324		2,566,542
Current Liabilities:
Accounts payable		67,954		9,490
Accrued interest		67,112		21,527
Accrued expenses		91,815		88,790
Convertible notes		1,680,000		1,680,000
Note Premium at fair value		1,680,000		1,680,000
Note discount for derivative liability				0
Derivative liability		0		0
Balance due on acquisition				900,000
Deferred revenue		0		0
Related party loans		372,195		372,195
Related party payables		1,526,750		1,447,250
Stock issuable as compensation		25,000
Stock issuable for acquisition		900,000
Total Liabilities		6,410,826		6,199,252
Stockholders' Deficit
Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804,390 shares issued and outstanding		0		0
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding		103,804		103,804
Additional paid in capital		102,888		102,888
Accumulated deficit		(4,396,194)		(3,839,402)
Total stockholders' deficit		(4,189,502)		(3,632,710)		$ (1,692,503)
Total liabilities and stockholders' deficit		2,221,324		2,566,542
Restated [Member]
Current assets:
Cash		137,237	[1]	385,776	[2]
Accounts receivable, net		310,774	[3]	356,498	[4]
Prepaid expenses		10,022	[5]	13,899	[6]
Inventory		36,749		38,833
Total current assets		494,782		795,006
Fixed assets, net of depreciation		72,533		76,533
Other Assets:
Intangible assets, net of amortization		1,736,454		1,735,814
Goodwill				50,000
Total Other Assets				1,785,814
Total assets		2,303,769		2,657,353
Current Liabilities:
Accounts payable		53,529	[7]	12,198	[8]
Accrued interest		43,887		21,527
Accrued expenses		91,815		88,790
Convertible notes		1,580,000		1,680,000
Note Premium at fair value		(1,551,161)	[9]	0	[10]
Note discount for derivative liability				(1,672,355)
Derivative liability		2,918,799	[9]	2,390,561	[10]
Balance due on acquisition				900,000
Deferred revenue		33,268	[11]	11,900	[12]
Related party loans		372,195		372,195
Related party payables		1,526,750		1,447,250
Stock issuable as compensation		25,000
Stock issuable for acquisition		900,000
Total Liabilities		5,993,582		5,252,066
Stockholders' Deficit
Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804,390 shares issued and outstanding		0		0
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding		104,869		103,804
Additional paid in capital		397,817		102,888
Accumulated deficit		(4,192,499)		(2,801,405)
Total stockholders' deficit		(3,689,813)		(2,594,713)		$ (1,687,466)
Total liabilities and stockholders' deficit		2,303,769		2,657,353
Restated Impact Difference [Member]
Current assets:
Cash		1,310		565
Accounts receivable, net		71,113		76,347
Prepaid expenses		10,022		13,899
Inventory		0		0
Total current assets		82,445		90,811
Fixed assets, net of depreciation		0		0
Other Assets:
Intangible assets, net of amortization		0		0
Goodwill				0
Total Other Assets				0
Total assets		82,445		90,811
Current Liabilities:
Accounts payable		(14,425)		2,708
Accrued interest		(23,225)		0
Accrued expenses		0		0
Convertible notes		(100,000)		0
Note Premium at fair value		(3,231,161)		(1,680,000)
Note discount for derivative liability				(1,672,355)
Derivative liability		2,918,799		2,390,561
Balance due on acquisition				0
Deferred revenue		33,268		11,900
Related party loans		0		0
Related party payables		0		0
Stock issuable as compensation		0
Stock issuable for acquisition		0
Total Liabilities		(417,244)		(947,186)
Stockholders' Deficit
Common Stock, $0.001 par value, 300,000,000 shares authorized; 103,804,390 shares issued and outstanding		0		0
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued and outstanding		1,065		0
Additional paid in capital		294,929		0
Accumulated deficit		203,695		1,037,997
Total stockholders' deficit		499,689		1,037,997
Total liabilities and stockholders' deficit		$ 82,445		$ 90,811
[1]	The increase in the cash balance of $1,310 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of September 30, 2019.
[2]	The increase in the cash balance of $565 resulted from the double counting of a paid expense, that was incorrectly recorded in the as previously reported balance as of June 30, 2019.
[3]	The increase in accounts receivable of $71,113 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned.
[4]	The increase in accounts receivable of $76,347 resulted from an accrual of revenue that was incorrectly recognized in the incorrect period. Restated and recognized in the period in which the revenue was earned.
[5]	The increase in prepaid expense of $10,022 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term.
[6]	The increase in prepaid expense of $13,899 resulted from previously incorrectly expensing insurance in the statement of operations. Restated and recorded as a prepaid asset and recognized to the statement of operation over its term.
[7]	The increase in accounts payable of $14,425 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period.
[8]	The increase in accounts payable of $2,708 resulted from a purchase accrual being recognized in an incorrect period. Restated to reflect the expense in correct accounting period.
[9]	Restatement related to the incorrect accounting for derivative liability refer to Change in Accounting of Convertible Note section above.
[10]	Restatement related to the incorrect accounting treatment for derivative liability refer to Change in Accounting of Convertible Note section above.
[11]	The increase in deferred revenue of $33,268 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations. Restated as deferred revenue and recognized over the term of the contract.
[12]	The increase in deferred revenue of $11,900 resulted from implementation revenue fees, previously recognized as revenue in the statement of operations.

2. Restatement (Details - Con_2

2. Restatement (Details - Consolidated statements of operations) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019		Jun. 30, 2019		Jun. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Revenues, net of returns							$ 1,521,371	$ 21,022
Cost of Revenue							(810,703)	(9,740)
Gross profit							710,668	11,282
General, selling and Administrative expenses
Payroll expense							590,344	120,000
Professional fees							465,445	171,992
Total expenses							2,266,398	401,697
Operating loss							(19,682,838)	(390,415)
Nonoperating income (expense)
Interest income							2,852	0
Interest Expense							(75,219)	(12,244)
Amortization of debt discount							(3,969,678)	0
Gain (Loss) on FMV adjustment to Derivative							1,353,100	0
Total nonoperating income (expenses)							(2,688,945)	(12,244)
Net loss							$ (22,372,128)	$ (402,659)
Net loss per share, basic and diluted							$ (0.18)	$ 0
Weighted Average number of shares of common stock outstanding- Basic							121,221,276	116,410,890
As Previously Reported [Member]
Revenues, net of returns	$ 531,836		$ 438,842		$ 443,193	$ 975,030
Cost of Revenue	(349,386)		(286,012)		(288,563)	(637,950)
Gross profit	182,450		152,830		154,630	337,080
General, selling and Administrative expenses
Officer salaries	30,000		30,000		60,000	90,000
Rent and management fees	25,500		25,500		51,000	76,500
Payroll expense	107,709		107,155		107,155	214,864
Consulting expenses	95,053		74,845		114,842	209,895
Professional fees	51,075		26,250		47,150	98,225
Other expenses	381,019		126,780		135,496	516,515
Total expenses	690,356		390,530		515,643	1,205,999
Operating loss	(507,906)		(237,700)		(361,013)	(868,919)
Nonoperating income (expense)
Interest income	134		2,340		2,340	2,474
Interest Expense	(49,020)		(24,847)		(28,237)	(1,757,257)
Interest premium expense on convertible notes			(1,680,000)		(1,680,000)
Amortization of debt discount	0		0		0	0
Gain (Loss) on FMV adjustment to Derivative	0		0		0	0
Total nonoperating income (expenses)	(48,886)		(1,702,507)		(1,705,897)	(1,754,783)
Net loss	$ (556,792)		$ (1,940,207)		$ (2,066,910)	$ (2,623,702)
Net loss per share, basic and diluted	$ (0.01)		$ (0.02)		$ (0.02)	$ (0.03)
Weighted Average number of shares of common stock outstanding- Basic	103,804,390		103,804,390		103,804,390	103,804,390
Restated [Member]
Revenues, net of returns	$ 500,343		$ 502,689		$ 507,040	$ 1,007,383
Cost of Revenue	(278,610)		(237,203)		(239,753)	(518,383)
Gross profit	221,733		265,486		267,287	489,000
General, selling and Administrative expenses
Officer salaries	30,000		30,000		60,000	90,000
Rent and management fees	25,500		25,500		51,000	76,500
Payroll expense	107,616		99,240		99,240	206,856
Consulting expenses	170,356		74,845		114,842	285,198
Professional fees	41,325		16,250		36,150	72,475
Other expenses	367,443		186,185		190,865	563,288
Total expenses	742,240		432,020		552,097	1,294,317
Operating loss	(520,507)		(166,534)		(284,810)	(805,317)
Nonoperating income (expense)
Interest income	134		2,340		2,340	2,474
Interest Expense	(28,765)		(24,847)		(28,237)	(57,002)
Interest premium expense on convertible notes			0		0
Amortization of debt discount	(120,694)		(2,660,445)		(2,660,445)	(2,781,139)
Gain (Loss) on FMV adjustment to Derivative	(721,262)		1,942,239		1,942,239	1,220,977
Total nonoperating income (expenses)	(870,587)		(740,713)		(744,103)	(1,614,690)
Net loss	$ (1,391,094)	[1]	$ (907,247)	[1]	$ (1,028,913)	$ (2,420,007)
Net loss per share, basic and diluted	$ (0.01)		$ (0.01)		$ (0.01)	$ (0.02)
Weighted Average number of shares of common stock outstanding- Basic	116,410,890		115,164,093		115,780,565	111,746,947
[1]	The restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. Additionally, various expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section).

2. Restatement (Details - Con_3

2. Restatement (Details - Consolidated cash flow statements) - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended	12 Months Ended
	Apr. 30, 2019	Sep. 30, 2019		Jun. 30, 2019		Jun. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss								$ (22,372,128)	$ (402,659)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization								101,601	3,150
Gain or loss on fair value adjustment of derivative								(1,353,100)	0
Amortization of debt discount								3,969,678	0
Stock-based compensation								18,127,108	0
Change in operating assets and liabilities:
Inventory								7,820	6,235
Prepaid insurance								(15,600)	0
Deferred revenue								20,483	0
Accounts payable and accrued expenses								535,325	6,720
Increase in related party payables								372,000	318,500
(Increase) in accounts receivable								(256,007)	0
Net cash used in operating activities								(821,749)	(68,054)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition								(1,000,000)	0
Net Cash used in investing activities								(1,000,000)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes	$ 1,680,000							1,780,000	0
Proceeds from related parties								48,632	63,279
Net cash provided by financing activities								1,828,632	63,279
Net increase in cash								6,883	(4,775)
Cash, beginning of period						$ 2,563	$ 2,563	2,563	7,338
Cash, end of period								9,446	2,563
As Previously Reported [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (556,792)		$ (1,940,207)		(2,066,910)	(2,623,702)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization						46,053	99,413
Premium on convertible notes						1,680,000	1,680,000
Gain or loss on fair value adjustment of derivative		0		0		0	0
Amortization of debt discount		0		0		0	0
Stock-based compensation							25,000
Change in operating assets and liabilities:
Inventory						2,936	5,021
Prepaid insurance						0	0
Deferred revenue						0	0
Accounts payable and accrued expenses							220,161
(Decrease) in accounts payable						(12,980)
Increase in related party payables						174,750	238,500
Increase in accrued expenses						88,790
Increase in accrued interest						21,527
(Increase) in accounts receivable						(280,151)	(239,661)
Net cash used in operating activities						(345,985)	(595,268)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition						(1,000,000)	(1,000,000)
Net Cash used in investing activities						(1,000,000)	(1,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes						1,680,000	1,680,000
Proceeds from related parties						49,820	48,632
Net cash provided by financing activities						1,729,820	1,728,632
Net increase in cash						383,835	133,364
Cash, beginning of period		385,211				2,563	2,563	2,563
Cash, end of period		135,927		385,211		385,211	135,927		2,563
Restated [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(1,391,094)	[1]	(907,247)	[1]	(1,028,913)	(2,420,007)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization						46,053	99,413
Premium on convertible notes						0	0
Gain or loss on fair value adjustment of derivative		721,262		(1,942,239)		(1,942,239)	(1,220,977)
Amortization of debt discount		120,694		2,660,445		2,660,445	2,781,139
Stock-based compensation							25,000
Change in operating assets and liabilities:
Inventory						2,937	5,021
Prepaid insurance						(13,899)	(10,022)
Deferred revenue						11,900	33,268
Accounts payable and accrued expenses							185,481
(Decrease) in accounts payable						5,478
Increase in related party payables						207,632	287,132
Increase in accrued expenses						88,790
Increase in accrued interest						21,527
(Increase) in accounts receivable						(356,498)	(310,774)
Net cash used in operating activities						(296,787)	(545,326)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition						(1,000,000)	(1,000,000)
Net Cash used in investing activities						(1,000,000)	(1,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes						1,680,000	1,680,000
Proceeds from related parties						0	0
Net cash provided by financing activities						1,680,000	1,680,000
Net increase in cash						383,213	134,674
Cash, beginning of period		385,776				2,563	2,563	$ 2,563
Cash, end of period		$ 137,237		$ 385,776		$ 385,776	$ 137,237		$ 2,563
[1]	The restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. Additionally, various expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section).

2. Restatement (Details - State

2. Restatement (Details - Statement of Stockholders' Deficit) - USD ($)		3 Months Ended
		Sep. 30, 2019	Jun. 30, 2019
As Previously Reported [Member]
Beginning balance, value		$ (3,632,710)	$ (1,692,503)
Net loss		(556,792)	(1,940,207)
Cancellation of shares, value			0
Ending balance, value		$ (4,189,502)	$ (3,632,710)
As Previously Reported [Member] | Common Stock [Member]
Beginning balance, shares		103,804,390	116,410,890
Beginning balance, value		$ 103,804	$ 116,411
Net loss		$ 0	$ 0
Cancellation of shares, shares			(12,606,500)
Cancellation of shares, value			$ (12,607)
Ending balance, shares		103,804,390	103,804,390
Ending balance, value		$ 103,804	$ 103,804
As Previously Reported [Member] | Additional Paid-In Capital [Member]
Beginning balance, value		102,888	90,281
Net loss		0	0
Cancellation of shares, value			12,607
Ending balance, value		102,888	102,888
As Previously Reported [Member] | Accumulated Deficit [Member]
Beginning balance, value		(3,839,402)	(1,899,195)
Net loss		(556,792)	(1,940,207)
Cancellation of shares, value			0
Ending balance, value		(4,396,194)	(3,839,402)
Restated [Member]
Beginning balance, value		(2,594,713)	(1,687,466)
Net loss	[1]	(1,391,094)	(907,247)
Cancellation of shares, value			0
Shares issued for convertible notes, value		102,970
Derivative conversion	[2]	193,024
Ending balance, value		$ (3,689,813)	$ (2,594,713)
Restated [Member] | Common Stock [Member]
Beginning balance, shares		103,804,390	116,410,890
Beginning balance, value		$ 103,804	$ 116,411
Net loss	[1]	$ 0	$ 0
Cancellation of shares, shares			(12,606,500)
Cancellation of shares, value			$ (12,607)
Shares issued for convertible notes, shares		1,065,431
Shares issued for convertible notes, value		$ 1,065
Derivative conversion	[2]	$ 0
Ending balance, shares		104,869,821	103,804,390
Ending balance, value		$ 104,869	$ 103,804
Restated [Member] | Additional Paid-In Capital [Member]
Beginning balance, value		102,888	90,281
Net loss	[1]	0	0
Cancellation of shares, value			12,607
Shares issued for convertible notes, value		101,905
Derivative conversion	[2]	193,024
Ending balance, value		397,817	102,888
Restated [Member] | Accumulated Deficit [Member]
Beginning balance, value		(2,801,405)	(1,894,158)
Net loss	[1]	(1,391,094)	(907,247)
Cancellation of shares, value			0
Shares issued for convertible notes, value		0
Derivative conversion	[2]	0
Ending balance, value		$ (4,192,499)	$ (2,801,405)
[1]	The restated accumulated deficit balance is primarily as a result of incorrect accounting for the convertible notes and acquisition related depreciation and amortization expenses. Additionally, various expenses and revenues were incorrectly recorded in the wrong accounting periods, (refer to Change in accounting of convertible note section).
[2]	The restated additional paid in capital balance is as a result of the incorrect accounting treatment for the derivative liability associated with the Company convertible notes, (refer to Change in accounting of convertible note section).

2. Restatement (Details Narrati

2. Restatement (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2019	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Accounting Changes and Error Corrections [Abstract]
Proceeds from convertible notes	$ 1,680,000			$ 1,780,000	$ 0
Note Premium at fair value		$ 1,680,000	$ 1,680,000
Interest premium expense on convertible notes		$ 1,680,000	$ 1,680,000	2,652,800
Derivative liability at issuance of convertible notes				$ 4,332,800	$ 0

3. Business Combinations (Detai

3. Business Combinations (Details - Assets and liabilities assumed) - USD ($)	Dec. 31, 2019	Apr. 30, 2019	Dec. 31, 2018
Goodwill	$ 828,216		$ 0
KB Medical Systems [Member]
Computer Equipment		$ 50,000
Furniture and equipment		3,000
Medical Equipment/Tangible Assets	56,000	27,000
Goodwill	728,116	50,000
Total Assets acquired	1,900,000	1,900,000
KB Medical Systems [Member] | CareClix Software [Member]
Intangible Assets		1,500,000
KB Medical Systems [Member] | Technology [Member]
Intangible Assets	936,591
KB Medical Systems [Member] | Patent Application and Rights [Member]
Intangible Assets		50,000
KB Medical Systems [Member] | CareClix Domain Name [Member]
Intangible Assets		100,000
KB Medical Systems [Member] | Customer Relationships [Member]
Intangible Assets	12,294
KB Medical Systems [Member] | Trademark and Trade Name [Member]
Intangible Assets	66,899	$ 120,000
KB Medical Systems [Member] | Assembled Workforce [Member]
Intangible Assets	$ 100,100

3. Business Combinations (Det_2

3. Business Combinations (Details Narrative) - KB Medical Systems [Member] - USD ($)	4 Months Ended	10 Months Ended
	Apr. 30, 2019	Oct. 31, 2019
Total consideration	$ 1,900,000
Cash paid for acquisition	$ 1,000,000
Shares issued for acquisition, shares		2,694,612
Shares issued for acquisition, value		$ 900,000

4. Intangible Assets (Details -

4. Intangible Assets (Details - Useful Lives)	12 Months Ended
	Dec. 31, 2019
Trademark and Trade Name [Member]
Intangible assets, expected useful lives	9 years
Technology [Member]
Intangible assets, expected useful lives	8 years
Customer Relationships [Member]
Intangible assets, expected useful lives	11 years

4. Intangible Assets (Details_2

4. Intangible Assets (Details - Intangible assets)	Dec. 31, 2019USD ($)
Intangible assets, gross value	$ 1,844,000
Intangible assets, accumulated amortization	(90,518)
Intangible assets, net carrying value	1,753,482
Technology [Member]
Intangible assets, gross value	936,591
Intangible assets, accumulated amortization	(84,356)
Intangible assets, net carrying value	852,235
Customer Relationships [Member]
Intangible assets, gross value	12,294
Intangible assets, accumulated amortization	(805)
Intangible assets, net carrying value	11,489
Trademark and Trade Name [Member]
Intangible assets, gross value	66,899
Intangible assets, accumulated amortization	(5,357)
Intangible assets, net carrying value	61,542
Other Intangible Assets [Member]
Intangible assets, gross value	1,015,784
Intangible assets, accumulated amortization	(90,518)
Intangible assets, net carrying value	925,266
Goodwill [Member]
Intangible assets, gross value	828,216
Intangible assets, accumulated amortization	0
Intangible assets, net carrying value	$ 828,216

4. Intangible Assets (Details N

4. Intangible Assets (Details Narrative) - USD ($)	4 Months Ended	12 Months Ended
	Apr. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Amortization of intangibles assets		$ 90,518	$ 0
Amortization expense, year one		102,210
Amortization expense, year two		102,210
Amortization expense, year three		102,210
Amortization expense, year four		102,210
Amortization expense, year five		$ 102,210
KB Medical Systems [Member]
Total consideration	$ 1,900,000

5. Accounts Payable and Accru_3

5. Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Trade Accounts Payable	$ 301,401	$ 6,720
Payroll Taxes	78,625	0
Doctor Wages	103,074	0
Accrued Other	3,318	0
Accrued Interest	14,529	0
Total	$ 500,947	$ 6,720

6. Convertible Notes (Details N

6. Convertible Notes (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended	10 Months Ended	12 Months Ended
	Apr. 30, 2019	Dec. 31, 2019	Apr. 30, 2019	Oct. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Proceeds from convertible notes	$ 1,680,000				$ 1,780,000	$ 0
Debt conversion, shares issued					12,967,862
April 2019 Note Offering [Member]
Proceeds from convertible notes			$ 1,680,000
Interest rate			6.00%
Debt conversion, amount		$ 1,271,098
Debt conversion, shares issued		12,967,862
Convertible notes payable		$ 450,000			$ 450,000
Shares to be issued if notes converted		4,800,000			4,800,000
October 2019 Note Offering [Member]
Proceeds from convertible notes				$ 1,550,000
Interest rate		6.00%
Debt conversion, amount		$ 100,000
Debt conversion, shares issued		533,333

7. Derivative Liability (Detail

7. Derivative Liability (Details - Assumptions)	12 Months Ended
	Dec. 31, 2019$ / shares
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Expected volatility	220.00%
Risk free rate	1.55%
Expected term (in years)	2 months 30 days
Stock Price	$ 0.21
Strike Price	$ 0.094

7. Derivative Liability (Deta_2

7. Derivative Liability (Details - Derivative Liability)	12 Months Ended
	Dec. 31, 2019USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance, Beginning	$ 0
New derivatives	4,332,800
Conversions	(2,350,768)
Mark to Market adjustment	(1,353,100)
Balance, Ending	$ 628,932

8. Payables to be settled wit_3

8. Payables to be settled with stock (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables to be settled with stock, shares	39,697,669
Payables to be settled with stock, amount	$ 9,631,526	$ 0
Employment Agreement [Member]
Payables to be settled with stock, shares	18,000,000
Payables to be settled with stock, amount	$ 5,940,000
Employees [Member]
Payables to be settled with stock, shares	21,152,000
Payables to be settled with stock, amount	$ 3,589,494
Advisory Board [Member]
Payables to be settled with stock, shares	395,000
Payables to be settled with stock, amount	$ 67,032
Compensation [Member]
Payables to be settled with stock, shares	150,669
Payables to be settled with stock, amount	$ 35,000

9. Stockholders' Equity (Detail

9. Stockholders' Equity (Details - Stock Compensation Expense) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Shares issued for share based compensation, shares	103,901,857
Share-based compensation	$ 18,127,108	$ 0
Consultant [Member]
Shares issued for share based compensation, shares	150,669
Share-based compensation	$ 35,000
Employment Agreement [Member]
Shares issued for share based compensation, shares	6,534,188
Share-based compensation	$ 2,156,282
Accrued under Employment Agr [Member]
Shares issued for share based compensation, shares	18,000,000
Share-based compensation	$ 5,940,000
Start-Up Bonus [Member]
Shares issued for share based compensation, shares	57,670,000
Share-based compensation	$ 6,339,300
Bonus Compensation [Member]
Shares issued for share based compensation, shares	21,152,000
Share-based compensation	$ 3,589,494
Advisory Board Bonus [Member]
Shares issued for share based compensation, shares	395,000
Share-based compensation	$ 67,032

9. Stockholders' Equity (Deta_2

9. Stockholders' Equity (Details Narrative) - USD ($)	10 Months Ended		11 Months Ended	12 Months Ended
	Oct. 31, 2019	Oct. 20, 2017	Nov. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Sep. 21, 2019
Common stock, par value (in Dollars per share)				$ 0.001	$ 0.001
Common stock, shares authorized				300,000,000	300,000,000
Shares issued for acquisition, value				$ 900,000
Common stock, shares issued				183,631,052	116,410,890
Common stock, shares outstanding				183,631,052	116,410,890
Shares declared as void						12,606,500
Shares issued for debt conversion				12,967,862
Shares issued for services, value				$ 8,495,582
Stock-based compensation				$ 18,127,108	$ 0
Convertible Notes [Member]
Anti-dilutive securities				5,333,333	5,333,333
Bonus Compensation [Member]
Shares issued for share based compensation, shares				21,152,000
Shares issued for share based compensation, value				$ 3,589,494
Stock-based compensation				$ 3,589,494
Advisory Board Bonus [Member]
Shares issued for share based compensation, shares				395,000
Shares issued for share based compensation, value				$ 67,032
Stock-based compensation				67,032
One-Time Grant [Member]
Shares issued for services, shares			57,630,000
Shares issued for services, value			$ 6,339,300
Employment Agreement [Member] | Dr. Korangy [Member]
Shares to be issued, shares	18,000,000
Shares issued for share based compensation, shares	6,534,188
Shares issued for share based compensation, value	$ 2,156,282
Stock-based compensation	$ 5,940,000
Marketing Agreement [Member]
Accrued stock compensation				$ 35,000
CHII [Member]
Shares issued for acquisition, shares		8,751,000
CareClix software [Member]
Shares issued for acquisition, shares	2,694,612
Shares issued for acquisition, value	$ 900,000

10. Income Taxes (Details - Def

10. Income Taxes (Details - Deferred taxes) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets
Restricted stock	$ 4,639,655	$ 0
Right to use lease liability	52,510	0
Intangible assets	8,938	0
Net operating loss carryforward	838,693	372,223
Total deferred tax assets	5,539,796	372,223
Deferred tax liabilities
Unrealized gain	(348,288)	0
Goodwill	(9,371)	0
Right to use lease asset	(52,510)	0
Fixed assets	(18)	0
Total deferred tax liabilities	(410,187)	0
Subtotal	5,129,609	372,223
Valuation allowance	(5,129,954)	(372,223)
Net deferred tax asset / (liability)	$ (345)	$ 0

10. Income Taxes (Details - Tax

10. Income Taxes (Details - Tax reconciliation) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Expected federal statutory income tax, amount	$ (4,698,074)	$ (84,558)
State income taxes, net of federal benefits, amount	(872,212)	(19,086)
Nondeductible interest, amount	833,843	0
Change in valuation allowance, amount	4,736,788	103,644
Income tax expense (benefit), amount	$ 345	$ 0
Expected federal statutory income tax, rate	21.00%	21.00%
State income taxes, net of federal benefits, rate	3.90%	4.70%
Nondeductible interest, rate	(3.70%)	0.00%
Change in valuation allowance, rate	(21.20%)	(25.70%)
Income tax expense (benefit), rate	0.00%	0.00%

10. Income Taxes (Details Narra

10. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net deferred tax asset / (liability)	$ 345	$ 0
Net operating loss carryforward	$ 3,300,000
Carryforward beginning expiration date	Dec. 31, 2039

11. Commitments and Contingen_2

11. Commitments and Contingencies (Details Narrative)	Feb. 28, 2021USD ($)
Subsequent Event [Member]
Litigation payable	$ 130,000

12. General and Administrativ_3

12. General and Administrative Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
General and Administrative Expense [Abstract]
Salaries and benefits	$ 590,344	$ 120,000
Software development expenses	510,499	0
Professional expenses	465,445	171,992
Other expenses	700,110	109,705
Total	$ 2,266,398	$ 401,697

13. Related Party Transactions

13. Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest expenses	$ 75,219	$ 12,244
Accrued interest	14,529	0
April 2019 Note Offering [Member]
Proceeds from notes payable	$ 10,000
Number of shares converted	600
Scott [Member]
Rent expenses	$ 102,500	102,000
Due to related parties	172,976	123,156
Line of credit maximum amount	$ 200,000
Line of credit interest rate	6.84%
Line of credit	$ 199,719	200,406
Interest expenses	15,445	12,244
Accrued interest	2,025	0
Eagles United Financial [Member]
Due to related parties	511,000	408,500
Josh Flood [Member]
Due to related parties	630,000	480,000
Officer compensation	150,000	120,000
Development expenses	15,750	15,750
Avril James [Member]
Due to related parties	504,000	384,000
Officer compensation	$ 120,000	$ 95,500