Item 1.01 Entry into a Material Definitive Agreement





On December 31, 2021, Registrant entered into a Management Operating Agreement
with CareClix Holdings, Inc. ("SOLI") which enabled Registrant to complete an
Interim Closing of the acquisition of four operating subsidiaries of SOLI, with
the final closing of the transaction when a Form S-4 registration statement to
register the consideration shares to be issued by Registrant is filed with and
declared effective by the SEC. On May 2, 2022, the Board of Directors of
Registrant approved an Amended Management Operating Agreement, removing all
further conditions to the Final Closing except the obligation to register and
issue the balance of the share consideration, and removing a rescission
provision in the event that certain conditions were not met by May 31, 2022.
Registrant has




The Amended Management Operating Agreement also eliminated the issuance of 2.5
million shares of Series E Preferred stock, convertible automatically at 1 for
100 into common stock when Registrant amended its Articles of Incorporation to
increase its authorized common shares so that the conversion could take place.
Registrant has now amended its Articles of Incorporation to increase its
authorized shares.

Item 2.01 Completion of Acquisition or Disposition of Assets.


As noted in Section 1.01 above, Registrant has completed the acquisition of the
four operating subsidiaries of SOLI, effective May 2, 2022, which are wholly
owned subsidiaries of Registrant. The share consideration, a total of 300
million shares of Registrant's common stock, have been reserved for issuance as
soon as the shares are registered on Form S-4, which is expected to be filed
immediately upon filing of Registrant's Form 10-K Annual Report for its fiscal
year ended May 31, 2022. There is and was no material relationship between
Registrant and SOLI at or after December 31, 2021. The net effect of the
transaction is that each common shareholder of SOLI at December 31, 2021 will
receive one registered share of Registrant's common stock. In addition,
4,000,000 shares of Registrant's Series A Preferred stock, which votes with the
common stock at 60 votes per Series A Preferred share, have been issued to
Charles O. Scott, former control shareholder of SOLI, and 1,200,000 shares of
Series A Preferred previously held by former directors have been cancelled and
reissued to Mr. Scott, as agreed.



Based on the final closing, the current shareholdings of Registrant, and the
shareholdings following the issuance of the remaining consideration shares is as
follows:



                                                  Current                                         Expected
                                       Issued            Vote          Percent        Issued             Vote         Percent
Common                               71,822,753        71,822,753        18.7       371,8227,53       371,822,753        54.4
Preferred A                           5,200,000       312,000,000        81.3         5,200,000       312,000,000        45.6
Preferred B                             100,000                 0           0                 0                 0           0
Preferred C                           2,613,375                 0           0                 0                 0           0
Preferred D                              16,236                 0           0                 0                 0           0
Preferred E                                   0                 0           0                 0                 0           0

Item 5.01 Changes in Control of Registrant.





As a result of the closing of the acquisition transaction referenced in Item
2.01, Charles O. Scott became the majority voting shareholder of Registrant,
holding 5,200,000 shares of Series A Preferred stock, with 312,000,000 total
votes.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On April 26, 2022, acting as majority voting shareholder of Registrant, Charles
O. Scott voted to remove Fernando Leonzo and John C. Romagosa as directors and
officers of Registrant. On April 29, 2022, again acting as majority voting
shareholder of Registrant, Charles O. Scott voted to remove Mahmood Kahn and
Robert Gunther as directors and officers of Registrant. The removals were done
in compliance with Section 141(k) of the Delaware General Corporation Law which
provides:



Any director or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at

an
election of directors

On May 2, 2022, the Registrant's remaining Board of Directors appointed the following as officers of Registrant:

Charles Scott      Chairman and Interim Chief Executive Officer
  S. John Korangy,MD President
  Jeff Hollis        Controller, Secretary/Treasurer

The Board of Directors also approved the following:





. RESOLVED, there being five vacancies on the Board of Directors the vacancies
shall be filled as soon as qualified independent persons can be identified with
appropriate industry, public company and finance experience to serve until the
next meeting of the shareholders of the Corporation or until a successor has
been elected or appointed, and that the Corporation shall form an Audit
Committee, a Compensation Committee and a Governance Committee of the Board of
Directors, with appropriate charters., as soon as possible. The Board also
approved a review and amendments as appropriate of the Corporation's Ethical and
Conflict of Interest policies.



As a result of these removals, the transition of control of Registrant initiated
on December 31, 2022 with the Management Operating Agreement and acquisition of
the four CareClix subsidiaries, has been completed.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


At the meeting of Registrant's Board of Directors on May 2, 2022, the Board
approved amending the Articles of Incorporation of Regisrant to increase the
authorized common shares to 500,000,000. $0.001 par value shares and to amend
the Statements of Preferences for the Series A, B, C, D, and E Preferred shares
as follows:





  Series A 5,200,000 shares
  Series B No change
  Series C 2,613,375 shares
  Series D 16,236 shares
  Series E 0 shares

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





On April 26, 2022, acting as majority voting shareholder of Registrant, Charles
O. Scott voted to remove Fernando Leonzo and John C. Romagosa as directors and
officers of Registrant. On April 29, 2022, again acting as majority voting
shareholder of Registrant, Charles O. Scott voted to remove Mahmood Kahn and
Robert Gunther as directors and officers of Registrant. The removals were done
in compliance with Section 141(k) of the Delaware General Corporation Law which
provides:



Any director or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at

an
election of directors

9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.






The Final Closing of the acquisition of the CareClix subsidiaries was completed
effective May 2, 2022. Required audited financial statements of the CareClix
subsidiaries are being prepared and will be filed by an amendment to this Report
within 71 days after the filing of this Report and are not attached as an
Exhibit to this Report.

(b) Pro forma financial information






Pro forma financial statements required by this Item are incorporated by
Reference to the Form 10-Q Report filed by Registrant for the fiscal quarter
ended February 28, 2022. See Footnote 5 to the Financial Statements included in
that Report.



  Exhibit No.        Description
    3.1                Amendment to Articles of Incorporation May 4, 2022
                       Amendment to Statement of Preferences of Series A Preferred
    3.2              May 4, 2022
                       Amendment to Statement of Preferences of Series C Preferred
    3.3              May 4, 2022
                       Amendment to Statement of Preferences of Series D Preferred
    3.4              May 4, 2022
                     A  mendment to Statement of Preferences of Series E Preferred
    3.5              May 4, 2022
    10.1               Amended Management Operating Agreement dated May 2, 2022

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