Current Report Filing (8-k)
March 30 2020 - 12:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): March 30, 2020
Solei Systems, Inc.
(Exact name of registrant as specified in its
charter)
Florida
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000-55987
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20-1801530
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(state or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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206 N. Washington
Street, Suite 100, Alexandria, VA 22314
(address
of principal executive offices) (zip code)
(844) 726-6965
(registrant’s telephone number,
including area code)
_________________________________________
(former name or former address, if
changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act: None
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Section 8 – Other Events
Item 8.01 Other Events
(a) Pursuant to SEC Release No. 34-88465 (March 25, 2020) (the “Order”), Registrant
is currently unable to complete and file its Form 10-K Annual Report on a timely basis as a result of the impact of the COVID-19
pandemic on its business and operations. As required by the Order:
(b)
(1) Registrant is relying on the Order in filing this Report and taking the actions stated;
(2) Registrant’s primary business
operations, through its wholly-owned subsidiary CareClix, Inc., is providing telemedicine services to health providers, to individuals
and to other persons and groups. As a direct result of the COVID-19 pandemic in the United States, the demand for telemedicine
services such as those provided by CareClix, Inc. has expanded exponentially and has nearly overwhelmed the ability of Registrant
to meet that demand while still providing quality telemedicine services to its customer base. The recent decision to expand Medicare
to include reimbursement for telemedicine services has accelerated that demand.
Management and staff of Registrant
have been working tirelessly to meet that demand and have minimal remaining capacity to undertake the work necessary to complete
the audit of its financial affairs and to complete and file the Form 10-K for the year ended December 31, 2019 on a timely basis;
(3) Registrant estimates that it will
file the Form 10-K report on or before May 14, 2020;
(4) The risk factors related to the
impact of COVID-19 on Registrant’s business are:
The significant increase in demand
for telemedicine services has put considerable strain on the available resources of Registrant and will require increase in staffing
to meet the demand. It is uncertain whether Registrant can retain and train new staff with its still limited capital resources
and with the current social distancing limitation on hiring new workers. If Registrant is unable to meet the increased demand for
its services due to limited capital or limited staff, its ability to expand its business and market will be at risk.
If Registrant expands its staff and
operations to meet the current and growing demand for telemedicine services during the current COVID-19 pandemic, it is uncertain
whether that demand will continue at the same levels when the COVID-19 emergency has receded, placing Registrant at risk of having
over-expanded its staff and resources.
(5) Not applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 30, 2020
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Solei Systems, Inc.
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By:
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/s/ Charles O. Scott
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Name: Charles O. Scott
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Title: CEO
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