Forward-Looking Statements and Associated Risks.





This form 10-Q contains certain statements that are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained in this Form 10-Q that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"estimate, or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within our control. These factors
include but are not limited to economic conditions generally and in the
industries in which we may participate; competition within our chosen industry,
including competition from much larger competitors; technological advances and
failure to successfully develop business relationships.



Based on our financial history since inception, our auditor has expressed
substantial doubt as to our ability to continue as a going concern. As reflected
in the accompanying financial statements, as of September 30, 2019, we had an
accumulated deficit totaling $4,396,194. This raises substantial doubts about
our ability to continue as a going concern.



PLAN OF OPERATIONS

We have been in continuous operation since 2011 through the production of our wholly owned subsidiary's patented nutritional supplement, "Panoxol".





We typically update our budget on a quarterly basis to adjust for current market
conditions. Any or all of the budget categories may change. None of the line
items are to be considered fixed or unchangeable. We may need substantial
additional capital to support our operational plans.



We expect that working capital requirements will continue to be funded through a
combination of our existing funds, shareholder loans and further issuances of
securities. Our working capital requirements are expected to increase in line
with the growth of our business.



In connection with our business plan, management anticipates additional
increases in operating expenses and capital expenditures relating to: (i)
increasing key staff, acquisition of inventory, and rebranding product; (ii)
increased sales and staff division; and (iii) marketing expenses. We intend to
finance these expenses with further issuances of securities, and shareholder
loans. Thereafter, we expect we will need to raise additional capital and
generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible debt securities will result in dilution to our current
shareholders. Further, such securities might have rights, preferences or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available or are not
available on acceptable terms, we may not be able to take advantage of
prospective new business endeavors or opportunities, which could significantly
and materially restrict our business operations.



In March 2019, the Company commenced a private offering of convertible debt in
the total principal amount of up to $3,000,000 in April 2019. As of the date of
this Report, the Company has closed on a total of $1,680,000 in convertible
debts, and $1,000,000 of that total was used as the cash consideration for the
acquisition of assets from KB Medical Systems, LLC. As issued, the convertible
notes bear interest at 6 percent per annum and may be converted at the election
of the holder into common stock of the Company at a conversion price per share
equal to 50 percent of the closing price of the stock at the time of a
conversion election. No conversions are permitted during the first 6 months
after issue. The notes have a maturity date of one year from the date of issue.
The remaining proceeds of the private offering have been used for working
capital to grow the existing business. We are also investigating other possible
acquisitions in the healthcare and technology areas.



In April 2019 the Company purchased certain software and related assets from KB
Medical Systems, LLC primarily its industry proven, full-spectrum, robust
CareClix® software. The Company estimated the timeframe to develop software
would hamper its ability to participate in the projected growth of telemedicine.
The Company also estimated the cost of development would be much greater than
the $1,900,000 price paid in the asset acquisition. It was very important to the
Company to have software that was industry proven in a timely manner in order to
reach large clients as they respond to the Medicare expansion coming in 2020.

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The Company was pleased to purchase the software along with other incidental
assets from KB Medical Systems, LLC. The Company formed a new corporation,
"CareClix, Inc". The Company has employed the co-founder of KB Medical Systems,
LLC, Dr. John Korangy. Dr. Korangy will take the role of CEO of the newly formed
subsidiary. Mr. Charles Scott, and Josh Flood are both using their unique skills
to rapidly expand the capacity and marketing of the Company. Mr. Charles Scott
has taken the position of Chief Sales Officer. Using his sales experience and
expertise, he has begun to develop and expand a new reseller team. The Company
plans to expand its areas of focus including, but not limited to Hospital
Systems, Third Party Administrators, Multinational Employer Groups,
International Services, US Federal Government, Direct-to-consumer, and Home
healthcare. The Company has registered with the US Federal Government and began
responding to RFPs. We expect to expand sales in this sector as we increase our
working capital. The Company plans to launch a direct-to-consumer offering in
the first quarter 2020. The Company has also recently completed its Service
Organization Control 2 non-financial reporting audit. Our current business plan
will require additional working capital to expand our business operations and
staff, which we anticipate will require an additional funding event by the end
of the 2019 fiscal year. We also plan on continuing our merger and acquisition
effort.



The Bipartisan Budget Act of 2018, signed into law by the President on February
9, 2018, introduced "the most significant changes ever made to Medicare law to
use telehealth," according to Senator Brian Schatz. "Key elements of the bill
include: (1) expanding stroke telemedicine coverage; (2) improving access to
telehealth-enabled home dialysis oversight; (3) enabling patients to be provided
with free at-home telehealth dialysis technology without the provider violating
the Civil Monetary Penalties Law; (4) allowing Medicare Advantage (MA) plans to
include delivery of telehealth services in a plan's basic benefits; and (5)
giving Accountable Care Organizations (ACOs) the ability to expand the use of
telehealth services."
https://www.foley.com/en/insights/publications/2018/02/top-5-ways-telehealth-will-change-under-the-new-fe.
We anticipate this change in the reimbursement policy will have a dramatic
effect on the telemedicine industry. The Company is aggressively pursuing
readiness for this incredible opportunity and the acquisition of the CareClix®
software was an initial step in that process.



In April 2019, CMS announced the 2020 Rate Announcement and Final Call Letter
that gives Medicare Advantage plans flexibility to offer chronically ill
patients a broader range of supplemental telehealth benefits. These changes
represent an incredible new opportunity for the Company to increase its business
as the industry is projected to grow. "A recent report is projecting that the
global telemedicine market will expand from its current $38.3 billion valuation
to $130.5 billion by 2025."
https://www.mobihealthnews.com/content/report-global-telemedicine-market-will-hit-130b-2025



We cannot give any assurances that we will be able to raise additional funds for
our budget as proposed. Further, we believe we need to raise additional funds to
support our proposed growth budget. We cannot make any assurances that we will
be able to raise such funds or whether we would be able to raise such funds with
terms that are favorable to us.

Our plan of operations is as follows:





MILESTONES



4th Quarter 2019   Recruit and train reseller team. Expand online branding and
                   advertising. Hire key staff. Improve sales and support
                   infrastructure for CareClix, Inc.

1st Quarter 2020   Launch Direct-to-Customer offering. Increasing Billing
                   Capacity. CareClix sales activity within target verticals.
                   Replenish CHII line of credit.

2nd Quarter 2020   Expand target areas for CareClix. Relaunch "Panoxol" brand.
                   Aggressively expand marketing to Medicare partnered clients.

3rd Quarter 2020   Increase staff; Increase advertising and product sales,




We will need substantial additional capital to support our proposed growth
strategy and to continue operations. We have no committed source for any funds
as of the date of this filing. No representation is made that any funds will be
available when needed.

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In the event funds cannot be raised when needed, we may not be able to carry out
our business plan, may never achieve sales growth, and could fail in business as
a result of these uncertainties.

The independent registered public accounting firm's report on our financial statements as of December 31, 2018, includes a "going concern" explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2018





Revenue



We recognized net revenue of $531,836 and $4,491 during the three-month periods
ended September 30, 2019 and 2018, respectively. Revenues were from the sales of
our nutrition supplement in the three months ended September 30, 2018 and from
both supplements sales and telemedicine for the three months ended September 30,
2019. The increase in revenue is attributable to the acquisition of the
CareClix® software and start-up of the new business of CareClix, Inc. in April
2019.



Cost of Revenue



We recognized cost of revenues of $349,386 and $2,111 during the three-month
periods ended September 30, 2019 and 2018, respectively. Cost of revenue
consisted of product costs and fulfillment fees for sales through the Internet
for nutrition supplement sales and fees to an unrelated medical professional
corporation for providing medical doctors for telemedicine consulting services.



Gross Profit / (Loss)

Gross profit was $182,450 and $2,380 for the three-month periods ended September 30, 2019 and 2018, respectively.

General and Administrative Expenses





During the three-month period ended September 30, 2019, we incurred $381,019 in
general and administrative expenses compared to $1,459 in the three-month period
ended September 30, 2018, an increase of $379,560. During the three-month period
ended September 30, 2019, we incurred $30,000 in officer compensation, $25,500
in rent and management fees to a related party, $24,000 for services provided by
a related party, $53,359 in professional fees, $299,698 in other general and
administrative expenses and $51,321 in depreciation and amortization. The
increase in expenses was attributable to the salaries and consulting fees paid
by CareClix, Inc after the acquisition of the CareClix® software and start-up of
the new business of CareClix, Inc. in April 2019.



By comparison, during the three-month period ended September 30, 2018, we
incurred $30,000 in officer compensation, $25,500 in rent and management fees to
a related party, $24,000 for services provided by a related party, $23,948 in
professional fees, $1,459 in other general and administrative expenses, and $788
in amortization. The decrease in professional fees was due to the Company
compliance with filing requirements of the SEC, filing of a Form 10 registration
statement and undertaking audits of the Company financial statements in the
latter half of 2018.



Operating Loss



During the three-month period ended September 30, 2019, we incurred an operating
loss of $507,906 compared to an operating loss of $102,527 in the three-month
period ended September 30, 2018, an increase of $405,379, due to the factors
discussed above.

Interest and Other Income / (Expenses) Net





Interest expense was $49,020 and $3,140 for the three-month periods ended
September 30, 2019 and 2018, respectively. The increase resulted primarily from
the issuance of $1,680,000 in convertible notes in April 2019, with interest
accruing at 6 percent annually.

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Net Loss



During the three-month period ended September 30, 2019, we incurred a net loss
of $556,792 compared to a net loss of $105,667 in the three-month period ended
September 30, 2018, an increase of $451,125, due to the factors discussed above.



Provision for Income Tax



No provision for income taxes was recorded in either of the three-month periods
ended September 30, 2019 or 2018, as we have incurred taxable losses in both
periods.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2018





Revenue



We recognized net revenue of $975,030 and $16,008 during the nine-month periods
ended September 30, 2019 and 2018, respectively. Revenues were from the sales of
our nutrition supplement in the nine months ended September 30, 2018 and from
both supplements sales and telemedicine for the nine months ended September 30,
2019. The increase in revenue is attributable to the acquisition of the
CareClix® software and start-up of the new business of CareClix, Inc. in April
2019.



Cost of Revenue



We recognized cost of revenues of $637,950 and $6,561 during the nine-month
periods ended September 30, 2019 and 2018, respectively. Cost of revenue
consisted of product costs and fulfillment fees for sales through the Internet
for nutrition supplement sales and fees to an unrelated medical professional
corporation for providing medical doctors for telemedicine consulting services.



Gross Profit / (Loss)

Gross profit was $337,080 and $9,447 for the nine-month periods ended September 30, 2019 and 2018, respectively.

General and Administrative Expenses





During the nine-month period ended September 30, 2019, we incurred $516,515 in
general and administrative expenses compared to $5,020 in the nine-month period
ended September 30, 2018, an increase of $511,495. During the nine-month period
ended September 30, 2019, we incurred $90,000 in officer compensation, $76,500
in rent and management fees to a related party, $72,000 for services provided by
a related party, $98,225 in professional fees, and $99,413 in depreciation and
amortization expenses. The increase in expenses was attributable to the salaries
and consulting fees paid by CareClix, Inc. after the acquisition of the
CareClix® software and start-up of the new business of CareClix, Inc. in April
2019.



By comparison, during the nine-month period ended September 30, 2018, we
incurred $90,000 in officer compensation, $76,500 in rent and management fees to
a related party, $72,000 for services provided by a related party, $117,697 in
professional fees, and $2,363 in amortization. The decrease in professional fees
was due to the Company compliance with filing requirements of the SEC, filing of
a Form 10 registration statement and undertaking audits of the Company financial
statements in the latter half of 2018.



Operating Loss



During the nine-month period ended September 30, 2019, we incurred an operating
loss of $868,919 compared to an operating loss of $279,770 in the nine-month
period ended September 30, 2018, an increase of $589,149, due to the factors
discussed above.





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Interest and Other Income / (Expenses) Net





Interest income was $2,474 and $ 0 and interest expense was $1,757,257 and
$8,906 for the nine-month periods ended September 30, 2019 and 2018,
respectively. The increase resulted primarily from the issuance of $1,680,000 in
convertible notes in April 2019, with interest accruing at 6 percent annually,
which resulted in a charge to interest for the premium on note conversion.



Net Loss



During the nine month period ended September 30, 2019, we incurred a net loss of
$2,623,702 compared to a net loss of $288,676 in the nine-month period ended
September 30, 2018, an increase of $2,335,026 due to the factors discussed above
and to the accounting charge of $1,680,000 to interest as a result of the
premium on the issuance of convertible notes.



Provision for Income Tax



No provision for income taxes was recorded in either of the nine-month periods
ended September 30, 2019 or 2018, as we have incurred taxable losses in both
periods.

LIQUIDITY AND CAPITAL RESOURCES





We had cash and cash equivalents of $135,927 and $2,563 as of September 30, 2019
and 2018, respectively. Other assets consisted of inventory, furniture, fixtures
and equipment, the CareClix® software, patent pending and CareClix® domain and
trademarks, and an intangible asset (website) that is being amortized.



Liabilities consisted of accounts payable of $67,954, accrued expenses of
$91,815 for contracted medical services incurred in September 2019, accrued
expenses to related parties of $1,526,750, stock compensation payable of $25,000
and loans from an officer of the Company of $372,195. Most of the accrued
expenses to related parties are officers' and related party salaries and accrued
rent and management fees for our offices.



We have financed operations partially through loans from an officer of the
Company. We also raised $1,680,000 in funds from sale of convertible notes in
April and May 2019. We are currently seeking to expand the sales of our
supplement and possibly other products and to expand our recently initiated
telemedicine business. Consequently, we are now dependent on raising additional
equity and/or debt to meet our ongoing operating expenses. There is no assurance
that we will be able to raise the necessary equity and/or debt that we will need
to fund our ongoing operating expenses.



It is our current intention to seek to raise debt and/or equity financing to
meet ongoing operating expenses and attempt to merge with another entity with
experienced management and opportunities for growth in return for shares of our
common stock to create value for our shareholders. There is no assurance that
this series of events will be satisfactorily completed. We commenced a second
offering of convertible debt in October 2019 for up to $1,000,000, but no sales
of convertible notes have occurred as of the date of this report.



Future losses are likely to occur until we are able to expand operations or
merge with another entity with experienced management and opportunities for
growth in return for shares of our common stock to create value for our
shareholders, as current income is not able to meet our operating expenses. As a
result of these, among other factors, we received from our registered
independent public accountants in their report for the financial statements for
the fiscal year ended December 31, 2018, an explanatory paragraph stating that
there is substantial doubt about our ability to continue as a going concern.



Use of Cash:

                                                       9 Months Ended              9 Months Ended
                                                     September 30, 2019          September 30, 2018

Net Cash Used in Operating Activities               $         (595,268 )        $         (43,303 )
Net Cash Provided (Used In) by Investing
Activities                                                  (1,000,000 )                       -
Net Cash Provided by Financing Activities                    1,728,632                     53,130
Net Movement in Cash and Cash Equivalents           $          133,364          $           9,827




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Operating Activities



During the nine-month period ended September 30, 2019, we incurred a net loss of
$2,623,702. This was offset by an increase in related party accruals of
$238,500, depreciation and amortization of $99,413, decrease in inventory of
$5,020, increase in accounts receivable of $239,661, increase in accounts
payable of $61,234, increase of accrued expenses of $91,815, and increase in
accrued interest of $67,112.

By comparison, during the nine-month period ended September 30, 2018, we incurred a net loss of $288,676 offset by an increase in related party accruals of $238,500, decrease in inventory of $4,510, and amortization of $2,363.





Investing Activities



During the nine-month periods ended September 30, 2019, we incurred $1,000,000
in investment costs relating to the acquisition of the CareClix® software
assets. We neither generated nor used funds in investing activities during the
nine-month period ended September 30, 2018.



Financing Activities



During the nine-month period ended September 30, 2019, we received $1,680,000 in
proceeds of the sale of convertible promissory notes and received $48,632 in
loan proceeds from a related party. By comparison during the nine-month period
ended September 30, 2018, we received 53,130 in loans and advances from our
controlling shareholder.

Commitments and Contingent Liabilities





We issued a total of $1,680,000 in convertible promissory notes due March 31,
2020. The holder of each note has the election after six months, or on or after
October 1, 2019, to convert the principal and accrued interest into common stock
at a discount of 50 percent of the market price at the date of that election. A
conversion premium of $1,680,000 has been recorded for the conversion. In
addition, the Company is required to issue a total of $900,000 in value of
common stock six-months after the closing of the acquisition, as the balance of
the consideration due for the acquisition of the CareClix® software assets. The
shares to be issued will be valued at the five-day trailing market close price
at the date of the issuance. We have no other commitments or contingencies. Our
office space and management fees are with a related party and on a
month-to-month basis pursuant to a one-year sublease agreement.

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