Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 22, 2021, CareClix Holdings, Inc. ("the Company" or "SOLI") and Life On Earth, Inc. ("LFER") executed a Stock Purchase Agreement ("SPA"), effective as of November 17, 2022. On December 31, 2021, a majority (approximately 70%) of the shareholders executed a written consent to the SPA and to an initial partial closing of the transaction with LFER, authorizing the transfer of the following subsidiaries of the Company to LFER





1)    CareClix Services, Inc, a Florida corporation

2)    CareClix, Inc., a Virginia corporation

3)    MyCareClix Inc., a Florida corporation

4)    CareClix RPM, Inc., a Florida corporation

At the partial closing, in consideration for the purchase of the designated subsidiaries of SOLI , LFER has undertaken to issue directly to SOLI shareholders, (i) 50,000,000 common shares of LFER to certain designated SOLI shareholders, on the basis of one LFER common share for 50,000,000 common share of SOLI outstanding at Closing and (ii) to other SOLI designated shareholders, one non-voting Series E convertible preferred share of LFER for each 100 common shares of SOLI held by such designated shareholders of SOLI outstanding at Closing, with convertibility of the Series E preferred shares to equal 100 shares of LFER common stock for each share of such preferred stock; with conversion occurring automatically when LFER's Articles of Incorporation have been amended to authorize sufficient common shares; LIFER will register the common and Series E convertible preferred shares to be issued to the SOLI shareholders and the Closing will be completed when that registration statement is declared effective by the SEC.

Pending the final Closing, SOLI and LFER will complete the operational changes under a Management Operating Agreement effective December 31, 2021 so that the CareClix subsidiaries and LFER can begin acting as a unit pending the effective date of the S-4 registration statement and issuance by LFER of the agreed consideration.

Following the final Closing, there will be no affiliation, as shareholder, debtor, creditor or otherwise, between SOLI and LFER

As part of the partial closing of the transaction, 4,000,000 shares of Series A voting preferred stock of LFER will be issued to the current majority shareholder of the Company as part of the consideration.




Item 8.01 Other Events.

On December 31, 2021, LFER and the Company completed a partial closing of the acquisition transaction (the Transaction) set forth into a Stock Purchase Agreement ("SPA"), effective as of December 17, 2022. The initial partial closing of the Transaction with LFER, authorized the transfer of the following subsidiaries of the Company to LFER effective January 1, 2022:





1)    CareClix Services, Inc, a Florida corporation

2)    CareClix, Inc., a Virginia corporation

3)    MyCareClix Inc., a Florida corporation

4)    CareClix RPM, Inc., a Florida corporation

At the partial closing approved by the Board of Directors of the Company and a majority of shareholders, the Company conveyed the four subsidiaries to LFER in consideration for 4,000,000 shares of Series A voting preferred stock of LFER to be issued directly to Charles Scott, majority shareholder of the Company and completion of the remaining conditions to closing in the SPA, and LFER has undertaken to issue directly to SOLI shareholders, (i) 50,000,000 common shares of LFER to certain designated SOLI shareholders, on the basis of one LFER common share for 50,000,000 common share of SOLI outstanding at Closing and (ii) to other SOLI designated shareholders, one Series E



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non-voting convertible preferred share of LFER for each 100 common shares of SOLI held by such designated shareholders of SOLI outstanding at Closing, with convertibility of the Series E preferred shares to equal 100 shares of LFER common stock for each share of such preferred stock; with conversion occurring automatically when LFER's Articles of Incorporation have been amended to authorize sufficient common shares. LIFER will register the common .and Series E convertible preferred shares to be issued to the Company shareholders and the Closing will be completed when that registration statement is declared effective by the SEC. When the final closing has been completed and the Series E preferred shares of LFER are converted into LFER common stock, the net effect will be that each common shareholder of the Company before the partial closing will receive one share of LFER for each common share of the Company outstanding before the Transaction. Mr. Scott, as majority shareholder of the Company before the partial Closing of the Transaction, will by virtue of the Series A Preferred stock of LFER to be issued to him, will be the voting majority shareholder of LFER.

Pending the final Closing, the Company and LFER will complete the operational changes under a Management Operating Agreement effective December 31, 2021 so that the CareClix subsidiaries and LFER can begin acting as a unit pending the effective date of the S-4 registration statement and issuance by LFER of the balance of the agreed consideration.

Item 9.01 Financial Statements and Exhibits.

9(a) Financial statements of businesses or funds acquired. The financial statements of the four CareClix subsidiaries to be acquired by LFER have been restated to a fiscal year ending May 31 from their calendar year reporting to conform to the fiscal year of LFER and are being audited for the fiscal years ended May 31 2019, 2020 and 2021. These audited financial statements will be included in the LFER Form S-4 to be filed to complete the transaction and in a Current Report on Form 8-K to be filed following the complete closing of the transaction on the effectiveness of the LFER Form S-4.





9(d) Exhibits.

Exhibit 10.1 Management Operating Agreement effective December 31, 2021








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