UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2016 Commission file number: 333-195397 OMNI HEALTH, INC. (Exact name of registrant as specified in its charter)
[√]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NEVADA	46-4597341
FOR THE FISCAL YEAR ENDED April 30, 2015
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
OR
5966 W 16th Ave, Hialeah, Florida	33012
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Address of principal executive offices)	(Zip Code)
	FOR THE TRANSITION PERIOD FROM __________________ TO __________________________
Registrant’s telephone number, including area code	800-709-8972
	Commission file number: 000-51569
VitaCig, Inc.
	VITACIG, INC.
433 North Camden Drive, 6th Floor, Beverly Hills, CA 90210
	(Exact name of registrant as specified in its charter)
(Former name, former address and former fiscal year, if changed since last report)
	NEVADA		46-4597341
Securities registered under Section 12(b) of the Act:
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
None
	433 North Camden Drive, 6th Floor Beverly Hills, CA	90210
Securities registered under Section 12(g) of the Act:
	(Address of principal executive offices)	(Zip Code)
Common Stock, par value $0.0001 per share (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [√] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [√] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [√] No 1
	(310)402-6937
	Registrant’s telephone number, including area code (Former name, former address and former fiscal year, if changed since last report)
	Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act:
	Common Stock, par value $0.001 per share
	(Title of class)
	Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [√] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [√] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [√] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [] Yes [ √ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [√] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [√] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer (Do not check if smaller reporting company)	[ ]	Smaller reporting company	[√]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [√] The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $0. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of August 10, 2015, there were 500,135,000 shares of common stock issued and outstanding. Documents Incorporated By Reference: None 2
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [√] The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $2,351,350. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of November 7, 2016, there were 1,130,651,683 shares of common stock issued and outstanding. Documents Incorporated By Reference: None 2

TABLE OF CONTENTS
		Page No.
Part I
Item 1.	Business.	5
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments.	17
Item 2.	Properties.	17
Item 3.	Legal Proceedings.	17
Item 4.	Mine Safety Disclosures.	17
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	19
Item 6.	Selected Financial Data.	20
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 8.	Financial Statements and Supplementary Data.	27
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	28
Item 9A.	Controls and Procedures.	28
Item 9B.	Other Information.	29
Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	30
Item 11.	Executive Compensation.	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	36
Item 14.	Principal Accounting Fees and Services.	37
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	39
Signatures		40
3

	TABLE OF CONTENTS
		Page No.
Part I
Item 1.	Business.	5
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	13
Item 2.	Properties.	13
Item 3.	Legal Proceedings.	13
Item 4.	Mine Safety Disclosures.	13
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	14
Item 6.	Selected Financial Data.	15
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 8.	Financial Statements and Supplementary Data.	20
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	37
Item 9A.	Controls and Procedures.	37
Item 9B.	Other Information.	38
Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	39
Item 11.	Executive Compensation.	42
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	44
Item 14.	Principal Accounting Fees and Services.	45
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	46
	Signatures	47
	3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends and regulations in the our industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business” Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Any statement in this report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks outlined under “Risk Factors” herein. The reader is cautioned that our Company does not have a policy of updating or revising forward-looking statements and thus the reader should not assume that silence by management of our Company over time means that actual events are bearing out as estimated in such forward-looking statements. OTHER INFORMATION Unless specifically set forth to the contrary, when used in this report, the terms “Omni Health, Inc”, “VitaCig, Inc.", “VitaCig”, "we"", "our", the "Company" and similar terms refer to ~~VitaCig~~Omni Health, Inc., a Nevada corporation, previously known as VitaCig, Inc. In addition, when used herein and unless specifically set forth to the contrary, “~~2014~~ 2015 ” refers to the year ended April 30, ~~2014~~2015, “~~2015~~ 2016 ” refers to the year ended April 30, ~~2015~~2016. 4

PART I As used in this report, “we”, “us”, “our”, “~~VitaCig~~Omni Health”, “VitaCig”, “Company” or “our Company” refers to Omni Health, Inc, previously known as VitaCig, Inc. ~~ITEM~~Item 1. ~~BUSINESS.~~Business Overview Corporate History We were incorporated in Nevada on January 22, 2014. We ~~are~~began as a technology company that iswas engaged in the manufacturing and retailing of nicotine-free Electronic Cigarettes (“eCigs”) that are pre-packaged with vitamins, nutrients, and generic pharmaceuticals. Generic pharmaceuticals include the dietary supplements: Vitamin A1, B1, C, E, and anti-oxidant ubidecarenone (CO-Q10). We ~~have established our fiscal year end as April 30. We~~ were originally formed as a wholly-owned subsidiary of mCig, Inc. On February 24, 2014, our company entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement we accepted the contribution by mCig, Inc. of specific assets consisting solely of pending trademarks for the term “VitaCig” filed with the USPTO and $500 in cash as contribution in exchange for 500,135,000 shares of common capital stock representing 100% of the shares outstanding of VitaCig, Inc. On November 28, 2014, mCig completed the spin-off of 54.011% of VitaCig, Inc. ~~(the~~On ~~“Spin-off”)~~June ~~(See~~17, ~~Note~~2016 9:VitaCig ~~Stockholders’~~acquired ~~Equity)~~Malecon Pharmacy, Inc., Asin ofa ~~April~~Stock 30Exchange Agreement. VitaCig issued LX Retail Group, ~~2015~~LLC 575,000,000 ~~our~~common ~~company’s~~shares ~~total~~of ~~assets~~stock ~~were~~in $exchange for 100% of the stock of Malecon Pharmacy,~~899~~ Inc. Malecon Pharmacy, ~~$27~~Inc.,~~316~~ ofoperates ~~which~~as ~~consisted~~a subsidiary of ~~our~~VitaCig, ~~inventory~~Inc. ~~Inventory~~Malecon ~~consists~~Pharmacy ofis ~~finished~~a ~~product~~premiere anti-aging cream manufacturer, wholesaler, and distributor. ~~VitaCig~~On ~~electronic~~June ~~vaporizing~~22, ~~cigarettes~~2016 ~~are~~VitaCig ~~valued~~sold atits ~~the~~eCig ~~lower~~business ofelement ~~cost~~to ormCig, ~~market~~Inc., ~~valuation~~in ~~under~~exchange for the ~~first-in,~~return ~~first-out~~to ~~method~~treasury stock 172,500,000 shares of ~~costing.~~VitaCig ~~Our~~stock ~~current~~and ~~monthly~~the ~~cash~~reduction ~~burn~~of isthe ~~approximately~~outstanding ~~$7,500.~~amount ~~Based~~owed onby ~~our~~Vitacig, ~~current~~Inc., ~~monthly~~to ~~cash~~mCig, ~~burn~~Inc., wethe ~~anticipate~~amount ~~that~~of ~~our~~$122,394. ~~present~~As ~~capital~~a ~~will~~result ~~sustain~~of usthis ~~until~~transaction, ~~December~~VitaCig, 31Inc., ~~2015~~became ~~before~~a ~~additional~~holding ~~capital~~company ~~will~~in bewhich ~~required.~~it Wehas ~~have~~one ~~generated~~wholly ~~nominal~~owned ~~revenues~~subsidiary, ~~since~~Malecon ~~inception~~Pharmacy, Inc. ~~Our~~On ~~net~~August ~~loss~~9, ~~for~~2016 the ~~twelve~~Company ~~months~~changed ~~ended~~its ~~April~~name 30from “VitaCig, ~~2015~~Inc.” isto ~~$33~~“Omni Health,~~720~~ Inc.”. ~~Our~~The ~~independent~~fiscal ~~registered~~year ~~public~~end ~~accounting~~is ~~firm~~April ~~issued~~30. ~~its~~Our ~~report~~Company inThe ~~connection~~Company ~~with~~operates ~~the~~a ~~audit~~pharmacy in Hialeah, Florida. All of our ~~financial~~operations ~~statements~~are ~~for~~conducted ~~the~~through ~~period~~our ~~ended~~wholly-owned ~~April~~subsidiaries, 30Malecon Pharmacy, ~~2015~~Inc. Malecon Pharmacy, ~~which~~Inc., ~~included~~is ana ~~explanatory~~vertically ~~paragraph~~integrated incompany ~~Note~~focused 3on ~~describing~~healthcare and operating in the ~~existence~~highly oflucrative ~~conditions~~pharmaceutical, ~~that~~medical ~~raise~~and ~~substantial~~wellness ~~doubt~~industries, ~~about~~since ~~our~~1974. ~~ability~~We toare ~~continue~~licensed asprovider aof ~~going~~innovative ~~concern~~health, wellness and ~~the~~pharmacy ~~Notes~~services tothrough ~~the~~our ~~financial~~pharmacy ~~statements~~located ~~for~~in ~~the~~Hialeah, ~~year~~Florida. ~~ended~~Employees As of April 30, ~~2015.~~2016, ~~Unlike~~the ~~traditional~~Company ~~tobacco~~had ~~cigarettes~~no orfull-time ~~the~~employees ~~majority~~and five independent contractors (including two members of ~~electronic~~management). ~~cigarettes~~Currently, ~~our~~Malecon ~~eCig~~Pharmacy ~~does~~has ~~not~~seven ~~contain~~full ~~any~~time ~~nicotine~~employees and three consultants. ~~Therefore,~~All itemployees isof ~~geared~~Malecon ~~towards~~Pharmacy ~~non-smokers~~are orconsidered ~~existing~~work ~~smokers~~for ~~that~~hire ~~are~~and ~~looking~~maintain no long term contracts. We may hire temporary labor for ~~ways~~manufacturing toneeds ~~quit~~as required. ~~Since~~We ~~the~~believe ~~electronic~~that ~~cigarette~~we ~~industry~~will isbe ~~relatively~~able ~~new,~~to ithire isa sufficient number of qualified employees to meet our employment needs. Our manufacturing process does not ~~currently~~require ~~possible~~special training, other than orientation to ~~gauge~~our orproduction ~~project~~techniques ~~the~~and ~~extent~~specific equipment. None of ~~demand~~our ~~for~~employees ~~nicotine-free~~is ~~devices.~~represented ~~Currently,~~by ~~nicotine-free~~a ~~devices~~labor ~~represent~~union or a ~~small~~collective ~~percentage~~bargaining ofagreement. ~~the~~We ~~electronic-cigarette~~consider ~~industry~~our relations with our employees to be good. 5

~~Our~~ITEM ~~Company~~1A. ~~VitaCig~~RISK FACTORS. Our business is ~~engaged~~subject into ~~the~~a ~~business~~variety of ~~marketing~~risks and ~~distributing~~uncertainties, anincluding, ~~electronic~~but ~~cigarette~~not ~~(eCig)~~limited ~~that~~to, ~~provides~~the ~~vapor~~risks and ~~vitamins~~uncertainties ~~for~~described ~~inhalation~~below. ~~while~~If ~~avoiding:~~any ~~smoke,~~of ~~flame,~~the ~~tobacco,~~risks ~~tar~~described below, ~~carbon~~or ~~monoxide,~~elsewhere ~~ash,~~in ~~stub~~this report on Form 10-K, ~~associated~~or ~~smells~~our ~~and~~Company’s ~~all~~other filings with the ~~other~~Securities ~~chemicals~~and ~~found~~Exchange inCommission ~~traditional~~(the ~~cigarettes.~~"SEC"), Wewere ~~believe~~to ~~that~~occur, our ~~products~~financial ~~provide~~condition ~~our~~and ~~consumers~~results ~~with~~of aoperations ~~smoking~~could ~~experience~~suffer ~~without~~and the ~~social~~trading ~~stigmas~~price ~~associated~~of ~~with~~our ~~cigarettes.~~common Westock ~~compete~~could indecline. aAdditionally, ~~highly~~if ~~competitive~~other ~~market~~risks ~~that~~not ~~includes~~presently ~~other~~known ~~e-cigarette~~to ~~marketing companies~~us, asor ~~well~~that aswe ~~traditional~~do ~~tobacco~~not ~~companies.~~currently Inbelieve ~~this~~to ~~highly~~be ~~fragmented market~~significant, weoccur ~~have~~or ~~focused~~become onsignificant, ~~building~~our ~~brand~~financial ~~awareness~~condition ~~early~~and ~~through~~results ~~viral~~of ~~adoption~~operations could suffer and ~~word~~the trading price of ~~mouth~~our common stock could decline.You Inshould carefully review the ~~future,~~risk wefactors ~~expect~~together towith ~~employ~~all ~~additional~~other ~~marketing~~information ~~strategies~~contained ~~while~~in ~~continuing~~this toAnnual ~~develop~~Report ~~our~~on ~~supply~~Form ~~chain~~10-K, and ~~fulfillment~~in ~~capabilities.~~prior ~~Viral~~reports ~~Marketing~~pursuant isto athe ~~technique~~Securities ~~that~~Exchange ~~uses~~Act ~~pre-existing~~of ~~social~~1934, ~~networking~~as ~~services~~amended and ~~other~~the ~~technologies~~Securities toAct ~~try~~of to1933, ~~produce~~as ~~increases~~amended. inOur ~~brand~~risk ~~awareness~~factors, orincluding but not limited to ~~achieve~~the ~~other~~risk ~~marketing~~factors ~~objectives~~listed ~~(such~~below, are as ~~product~~follows: ~~sales)~~SHOULD ~~through~~ONE ~~self-replicating~~OR ~~viral~~MORE ~~processes.~~OF ~~Thus~~THE ~~far~~FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, weOR ~~believe~~SHOULD weTHE ~~have~~UNDERLYING ~~been~~ASSUMPTIONS ~~successful~~OF inOUR ~~driving~~BUSINESS ~~traffic~~PROVE toINCORRECT, ~~our~~ACTUAL ~~website:~~RESULTS ~~www~~MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.~~vitacig~~ RISKS RELATED TO OUR BUSINESS New product faces intense media attention and public pressure.~~org~~ ~~(which~~Our ~~website~~product is ~~expressly~~new ~~not~~to ~~incorporated~~the ~~into~~marketplace ~~this~~and ~~disclosure)~~since ~~and~~its ~~building~~introduction acertain ~~client~~members ~~base~~of bythe ~~utilizing~~media, ~~viral~~politicians, ~~marketing~~government ~~strategies.~~regulators ~~Specifically~~and advocate groups, weincluding independent doctors have ~~built~~called for a ~~presence~~review onof ~~leading~~all ~~social~~anti-~~media~~aging ~~sites~~creams, ~~such~~pending asregulatory ~~Facebook~~review and ~~Twitter~~a ~~(which~~demonstration ~~social~~of ~~media~~safety. ~~information~~A isban ~~expressly~~of ~~not~~this ~~incorporated~~type ~~into~~would ~~this~~likely ~~disclosure).~~have ~~Through~~the ~~these~~effect ~~sites,~~of weterminating ~~post~~our ~~information~~United ~~about~~States’ ~~our~~sales and marketing efforts of certain products ~~and~~which ~~make~~we ~~daily~~may ~~attempts~~currently market or have plans to ~~engage~~market ~~our~~in ~~target~~the ~~audience~~future. ~~This~~Such ~~process~~a ~~drives~~ban ~~traffic~~would toalso ~~our~~likely ~~websites~~cause ~~and~~public ~~eventually~~confusion ~~leads~~as to ~~sales.~~which ~~The~~products ~~viral~~are ~~marketing~~the ~~strategy~~subject isof ~~cost-effective~~the ban and wewhich doare not ~~anticipate~~and ~~any~~would ~~significant~~have ~~costs~~a ~~arising~~material ~~from~~adverse ~~this~~effect ~~strategy.~~on Inour ~~addition~~business, ~~our~~financial ~~largest~~condition ~~shareholder,~~and ~~mCig, Inc~~performance. ~~has~~If ~~launched~~we aexperience ~~national~~product ~~media~~recalls, ~~campaign~~particularly ~~which~~since ~~included~~we ~~the~~currently ~~deployment~~do ofnot ~~over~~have 40product ~~billboards~~recall ~~in Manhattan~~insurance, ~~Brooklyn,~~we may incur significant and ~~San~~unexpected ~~Francisco.~~costs Asand ~~part~~our ofbusiness ~~this~~reputation ~~campaign~~could ~~several~~be ~~VitaCig~~adversely ~~billboards~~affected. ~~have~~We ~~been~~may ~~deployed~~be ~~driving~~exposed ~~additional~~to ~~traffic~~product recalls and ~~sales.~~adverse ~~The~~public ~~costs~~relations ofif ~~this~~our ~~campaign~~products ~~have~~are ~~been~~alleged ~~assumed~~to bycause ~~our~~illness ~~largest~~or ~~shareholder~~injury, ~~mCig,~~or ~~Inc~~if we are alleged to have violated governmental regulations. WeA ~~cannot~~product ~~currently~~recall ~~anticipate~~could ~~any~~result ~~future~~in ~~expenditure~~substantial ~~for~~and ~~billboard~~unexpected ~~marketing~~expenditures ~~due~~and harm to our ~~financial~~reputation, ~~position~~which ~~unless~~could ~~such~~have ~~expenditures~~a ~~will~~material beadverse ~~underwritten~~effect byon our ~~largest shareholder~~business, ~~mCig,~~results ~~Inc~~of operations and financial condition. WeIn ~~currently~~addition, ~~offer~~a ~~disposable~~product ~~electronic~~recall ~~cigarettes~~may ~~named~~require ~~"VitaCigs"~~significant ~~that~~management ~~retail~~time ~~for~~and ~~$5.00~~attention ~~each~~and may adversely impact on the value of our brands. WeProduct ~~currently~~recalls ~~offer~~may ~~three~~lead ~~flavor~~to ~~combinations:~~greater •scrutiny ~~VitaCig~~by ~~“Relax”~~federal -or ~~Blueberry~~state regulatory agencies and ~~Black~~increased ~~Currant~~litigation, ~~flavor~~which ~~with~~could ~~B-Myrcene.~~have •a ~~VitaCig~~material ~~“Refresh”~~adverse –effect ~~Mint~~on ~~and~~our ~~Peppermint~~business, ~~flavor~~results ~~with~~of ~~Eucalyptol~~operations and financial condition. •At ~~VitaCig~~present, ~~“Energize”~~we –do ~~Orange~~not ~~and~~have ~~Grapefruit~~product ~~flavor~~recall ~~with~~insurance ~~Limonene~~to mitigate for such a contingency. InAccordingly, ~~addition~~we tocannot assure that the ~~flavor~~risks ~~combinations~~inherent ~~every~~to ~~VitaCig~~any ~~includes~~potential product recall will be mitigated in all circumstances nor can we assure the ~~following~~continuing ~~base~~viability ~~Vitamins:~~of A,our B,company C,in E,the ~~and~~event ~~CoQ10~~of ~~(Ubidecarenone)~~any product recall. ~~Our~~Even in~~-house~~ ~~engineering,~~the ~~graphic~~event ~~design~~we procure product recall insurance, ~~and~~unexpected ~~flavor~~expenditures ~~mixing~~that ~~teams~~could ~~work~~exceed toour ~~provide~~product ~~improvements~~recall ~~and~~insurance ~~research~~coverage orlimits ~~develop~~which ~~new~~could ~~product~~have ~~categories.~~a Asmaterial ofadverse ~~April~~effect ~~30,~~on ~~2015~~our business, weresults ~~have~~of ~~not~~operations ~~incurred~~and ~~any~~financial ~~R&D expenses~~condition. 6

~~Employees~~We Asface ofintense ~~April~~competition ~~30,~~and ~~2015,~~our wefailure ~~had~~to nocompete ~~full-time~~effectively ~~employees~~could ~~and~~have ~~five~~a ~~independent~~material ~~contractors~~adverse ~~(including~~effect ~~two~~on ~~members~~our business, results of ~~management).~~operations Weand ~~may~~financial ~~hire~~condition. ~~temporary~~Competition ~~labor~~in ~~for~~the ~~manufacturing~~anti-aging ~~needs~~cream asindustry ~~required~~is intense. We ~~believe~~compete ~~that~~with weother ~~will~~sellers beof ~~able~~anti-aging tocreams; ~~hire~~the anature ~~sufficient number~~ of ~~qualified~~our ~~employees~~competitors tois ~~meet~~varied ~~our~~as ~~employment~~the ~~needs.~~market ~~Our~~is ~~manufacturing~~highly ~~process~~fragmented ~~does~~and ~~not~~the ~~require~~barriers ~~special~~to ~~training,~~entry ~~other~~into ~~than~~the ~~orientation~~business toare ~~our~~low. ~~production~~We ~~techniques~~compete ~~and~~primarily ~~specific~~on ~~equipment.~~the ~~None~~basis of ~~our~~product ~~employees~~quality, isbrand ~~represented~~recognition, bybrand aloyalty, ~~labor~~service, ~~union~~marketing, oradvertising aand ~~collective bargaining agreement~~price. We ~~consider~~are ~~our~~subject ~~relations~~to ~~with~~highly ~~our~~competitive ~~employees~~conditions toin beall ~~good.~~aspects ~~ITEM~~of 1Aour business. ~~RISK~~The ~~FACTORS.~~competitive ~~Our~~environment ~~business~~and isour ~~subject~~competitive toposition acan ~~variety~~be ofsignificantly ~~risks~~influenced ~~and~~by ~~uncertainties,~~weak ~~including~~economic conditions, ~~but~~erosion ~~not~~of ~~limited~~consumer toconfidence, ~~the~~competitors’ ~~risks~~introduction ~~and~~of ~~uncertainties~~low-priced ~~described~~products ~~below.~~or Ifinnovative ~~any~~products, ofcigarette ~~the~~excise ~~risks described below~~taxes, orhigher ~~elsewhere~~absolute inprices ~~this~~and ~~report~~larger ongaps ~~Form~~between ~~10-K~~price categories, ~~orour~~and ~~Company’s~~product ~~other~~regulation ~~filings~~that ~~with~~diminishes the ~~Securities~~ability ~~and~~to ~~Exchange~~differentiate ~~Commission~~anti-aging ~~(the~~cream ~~"SEC"),~~products. ~~were~~We tomay ~~occur,~~not ~~our~~be ~~financial~~unable ~~condition~~to promote and ~~results~~maintain ofour ~~operations~~brands. ~~could~~We ~~suffer~~believe that establishing and maintaining the ~~trading~~brand ~~price~~identities of our ~~common~~products ~~stock~~is ~~could~~a ~~decline.~~critical ~~Additionally,~~aspect ifof ~~other~~attracting ~~risks~~and ~~not~~expanding ~~presently~~a ~~known~~large tocustomer ~~us,~~base. orPromotion ~~that~~and weenhancement doof ~~not~~our ~~currently~~brands ~~believe~~will todepend belargely ~~significant,~~on ~~occur~~our orsuccess ~~become~~in ~~significant,~~continuing ~~our~~to ~~financial~~provide ~~condition~~high ~~and~~quality ~~results~~products. ofIf ~~operations~~our ~~could~~customers ~~suffer~~ and ~~the~~end ~~trading~~users ~~price~~do ofnot perceive our ~~common~~products ~~stock~~to ~~could~~be ~~decline.You~~of ~~should~~high ~~carefully~~quality, ~~review~~or ~~the~~if ~~risk~~we ~~factors~~introduce ~~together~~new ~~with~~products ~~all~~or ~~other~~enter ~~information~~into ~~contained~~new inbusiness ~~this~~ventures ~~Annual~~that ~~Report~~are onnot ~~Form~~favorably ~~10-K,~~received ~~and~~by inour ~~prior~~customers ~~reports~~and ~~pursuant~~end tousers, ~~the~~we ~~Securities~~will ~~Exchange~~risk ~~Act~~diluting ofour ~~1934,~~brand asidentities ~~amended~~ and ~~the~~decreasing ~~Securities~~their ~~Act~~attractiveness ofto ~~1933,~~existing asand ~~amended~~potential customers. ~~Our risk factors~~Moreover, ~~including~~in ~~but~~order ~~not limited~~ to ~~the~~attract ~~risk~~and ~~factors~~retain ~~listed~~customers ~~below,~~and ~~are~~to aspromote ~~follows:~~and ~~SHOULD~~maintain ~~ONE~~our ORbrand ~~MORE~~equity OFin ~~THE~~response ~~FOREGOING~~to ~~RISKS~~competitive ~~OR UNCERTAINTIES MATERIALIZE~~pressures, ORwe ~~SHOULD~~may ~~THE~~have ~~UNDERLYING~~to ~~ASSUMPTIONS~~increase OFsubstantially ~~OUR~~our ~~BUSINESS~~financial ~~PROVE~~commitment ~~INCORRECT,~~to ~~ACTUAL~~creating ~~RESULTS~~and ~~MAY~~maintaining ~~DIFFER~~a ~~SIGNIFICANTLY~~distinct ~~FROM~~brand ~~THOSE~~loyalty ~~ANTICIPATED,~~among ~~BELIEVED,~~our ~~ESTIMATED, EXPECTED, INTENDED OR PLANNED~~customers. ~~RISKS~~If ~~RELATED~~we TOincur ~~OUR~~significant ~~BUSINESS~~expenses Wein ~~have~~an aattempt ~~short~~to ~~operating~~promote ~~history~~ and ~~have~~maintain ~~maintained~~our ~~losses~~brands, ~~since~~our ~~inception~~business, ~~which~~results weof ~~expect~~operations toand ~~continue~~financial ~~into~~condition ~~the~~could ~~future~~be adversely affected. We ~~were~~rely ~~incorporated~~ on ~~January~~licensed ~~22,~~compounding ~~2014,~~operations ~~and~~for ~~have~~the ~~very~~production ~~limited~~of ~~operations~~our products. We ~~have~~rely ~~started~~exclusively ~~selling~~on ~~our~~4 ~~products~~compounding ~~from~~operations ~~April~~for 1,the ~~2014~~production ~~and~~of ~~have~~our ~~generated nominal revenues~~products. ~~Our~~Therefore, ~~proposed~~our ~~business~~ability is to ~~manufacture~~maintain ~~and~~operations ~~retail~~is ~~the~~dependent ~~tobacco-free~~on ~~cigarettes~~a ~~that are pre~~third-~~packaged~~party ~~with~~manufacturer. ~~vitamins~~Further, ~~nutrients,~~we ~~and~~do ~~generic~~not ~~pharmaceuticals.~~currently We have noany ~~operating~~exclusive ~~history~~product ator ~~all~~distribution ~~upon~~arrangements ~~which~~with anour ~~evaluation~~manufacturer ofand ~~our~~the ~~future~~loss ~~success~~ or ~~failure~~disruption ~~can~~of bethe ~~made.~~production ~~Based~~of ~~upon~~ our ~~proposed~~products ~~plans,~~could wehave ~~expect~~a tomaterial ~~incur~~adverse ~~significant~~effect ~~operating~~on ~~losses~~our ~~in future periods~~business, ~~because~~financial ~~there~~condition ~~are substantial costs~~ and ~~expenses~~results ~~associated with the development and marketing~~ of ~~our~~operations. ~~business~~Potential ~~plan.~~Risks Wein ~~may~~Public ~~fail~~Perception toAssociated ~~generate~~with ~~significant~~Anti-Aging ~~revenues~~Products inShould ~~the~~anti-aging ~~future.~~products Ifcontinue weto ~~cannot~~draw ~~attract~~public acriticism ~~substantial~~for ~~number~~exporting ofunsafe ~~customers~~products, we ~~will~~may ~~not~~ be ~~able~~adversely toand ~~generate~~materially ~~any~~affected ~~significant~~by ~~revenues~~the ~~or income~~stigma. ~~Failure~~This toin ~~generate~~turn ~~significant~~would ~~revenues~~negatively ~~will~~affect ~~cause~~our ~~us to go out of~~ business ~~because~~operations, weour ~~will~~revenues, ~~not~~and ~~have~~our ~~the~~financial ~~money~~projections toand ~~pay our ongoing expenses~~prospects. 7

IfWe weexpect dothat ~~not~~new ~~obtain~~products ~~additional~~and/or ~~financing~~brands orwe develop ~~significant~~will ~~income,~~expose ~~our~~us ~~business~~to ~~plan~~risks ~~will~~that ~~fail.~~may Webe ~~have~~difficult ~~started~~to ~~selling~~identify ~~our~~until such products ~~from~~and/or ~~April~~brands 1,are ~~2014~~commercially ~~and~~available. ~~have~~We ~~generated~~are ~~nominal~~currently ~~revenues~~developing, ~~but~~and ~~will~~in ~~require~~the ~~additional~~future ~~financing~~will orcontinue ~~income~~to ~~revenue~~develop, tonew ~~sustain~~products ~~operations.~~and ~~Presently~~brands, wethe ~~rely~~risks ~~upon~~of ~~our~~which ~~largest~~will ~~shareholder,~~be ~~mCig,~~difficult to ~~finance~~ascertain ~~our~~until ~~operations.~~these ~~However,~~products ~~there~~and/or brands are nocommercially ~~written~~available. ~~agreements~~For ~~obligating~~example, ~~mCig~~we ~~to continue funding nor~~ are ~~there~~developing ~~any~~new ~~agreements~~formulations, ~~with~~packaging ~~prospective~~and ~~investor~~distribution ~~for future funding~~channels. WeAny ~~may~~negative ~~raise~~events ~~additional funds through public~~ or ~~private~~results ~~financing,~~that ~~strategic~~may ~~relationships~~arise oras ~~other~~we ~~arrangements~~develop innew ~~the~~products ~~near~~or ~~future~~brands tomay ~~support~~adversely affect our business, ~~operations;~~financial ~~however~~condition weand ~~currently~~results doof ~~not~~operations. ~~have~~Internet ~~commitments~~security ~~from~~poses ~~third~~a ~~parties~~risk ~~for~~to ~~additional~~our ~~capital~~e-commerce sales. WeAt ~~cannot~~present bewe ~~certain~~generate ~~that~~a ~~any~~portion ~~such~~of ~~financing~~our ~~will~~sales bethrough ~~available~~e-commerce sales on ~~acceptable~~our ~~terms,~~websites. orWe athave ~~all,~~started ~~and~~selling our ~~failure~~products tofrom ~~raise~~1974 ~~capital~~and ~~when~~have ~~needed~~generated ~~could~~revenues. ~~limit~~We manage our ~~ability~~websites toand ~~continue~~e-commerce ~~our~~platform ~~operations.~~internally ~~Failure~~and toas ~~secure~~a ~~additional~~result ~~financing~~any incompromise aof ~~timely~~our ~~manner~~security ~~and~~or onmisappropriation ~~favorable~~of ~~terms~~proprietary ~~would~~information could have a material adverse effect on our business, financial ~~performance,~~condition and results of operations. ~~and~~We ~~stock~~rely ~~price~~on encryption and ~~require~~authentication ustechnology tolicensed ~~curtail~~from orthird ~~cease~~parties ~~operations,~~to ~~sell~~provide ~~off~~the ~~our~~security ~~assets,~~and ~~seek~~authentication ~~protection~~necessary ~~from~~to ~~our~~effect ~~creditors~~secure ~~through~~Internet ~~bankruptcy~~transmission ~~proceedings,~~of orconfidential ~~otherwise. Furthermore~~information, ~~additional~~such ~~equity~~as ~~financing~~credit ~~may~~and beother ~~dilutive~~proprietary toinformation. ~~the~~Advances ~~holders~~in ofcomputer ~~our common stock~~capabilities, ~~and~~new ~~debt~~discoveries ~~financing,~~in ifthe ~~available,~~field ~~may~~of ~~involve~~cryptography ~~restrictive~~or ~~covenants,~~other ~~and~~events ~~strategic~~or ~~relationships,~~developments ifmay ~~necessary~~result toin ~~raise~~a ~~additional~~compromise ~~funds,~~or ~~and~~breach ~~may~~of ~~require~~the ~~that~~technology weused ~~relinquish~~by ~~valuable~~us ~~rights.~~to ~~Our~~protect ~~independent~~client ~~registered~~transaction ~~public~~data. ~~accounting~~Anyone ~~firm~~who ~~has~~is ~~expressed~~able ~~substantial~~to ~~doubt~~circumvent ~~about~~ our ~~ability~~security tomeasures ~~continue~~could asmisappropriate aproprietary ~~going~~information ~~concern.~~or ~~Our~~cause ~~independent~~material ~~registered~~interruptions ~~public~~in ~~accounting~~our ~~firm~~operations. ~~issued~~We ~~its~~may ~~report~~be inrequired ~~connection~~to ~~with~~expend ~~the~~significant ~~audit~~capital ofand ~~our~~other ~~financial~~resources ~~statements~~to ~~which~~protect ~~included~~against ansecurity ~~explanatory~~breaches ~~paragraph~~or ~~describing~~to ~~the~~minimize ~~existence~~problems ofcaused ~~conditions~~by ~~that~~security ~~raise~~breaches. ~~substantial~~To ~~doubt~~the ~~about~~extent that our ~~ability~~activities toor ~~continue~~the asactivities aof ~~going~~others ~~concern.~~involve Ifthe westorage ~~are~~and ~~not~~transmission ~~able~~of toproprietary ~~continue as a going concern~~information, itsecurity isbreaches ~~likely~~could ~~that~~damage ~~holders~~our ofreputation ~~our~~and ~~common~~expose ~~stock~~us ~~will~~to ~~lose~~a ~~all~~risk of ~~their~~loss ~~investment~~and/or litigation. Our ~~financial~~security ~~statements~~measures domay not ~~include~~prevent ~~any~~security ~~adjustments~~breaches. ~~that~~Our ~~might~~failure ~~result~~to ~~from~~prevent ~~the~~these ~~outcome~~security ofbreaches ~~this~~may ~~uncertainty.~~result ~~The~~in ~~market~~consumer ~~for~~distrust ~~electronic~~and ~~cigarettes~~may isadversely aaffect ~~niche~~our ~~market~~business, ~~subject~~results ~~to a great deal~~ of ~~uncertainty~~operations and isfinancial ~~still evolving~~condition. ~~Electronic~~Product ~~cigarettes~~exchanges, ~~having~~returns, ~~recently~~warranty ~~been~~claims, ~~introduced~~defect toand ~~market,~~recalls ~~are~~may atadversely anaffect ~~early~~our ~~stage~~business. ofAny ~~development,~~and ~~represent~~all aproducts ~~niche~~are ~~market~~subject ~~and~~to ~~are~~customer ~~evolving~~service ~~rapidly~~claims and ~~are~~defects, ~~characterized~~which bymay ansubject ~~increasing~~us ~~number~~to ofrequests ~~market~~for ~~entrants.~~product ~~Our~~exchanges, ~~future~~returns, ~~sales~~warranty claims and ~~any~~recalls. ~~future~~If ~~profits~~we are ~~substantially~~unable ~~dependent~~to ~~upon~~maintain ~~the~~a ~~widespread~~certain ~~acceptance~~degree ~~and~~of ~~use~~quality control of ~~electronic~~our ~~cigarettes.~~products ~~Rapid~~we ~~growth~~will inincur ~~the~~costs ~~use~~ of, replacing and ~~interest~~or ~~in,~~recalling ~~electronic~~our ~~cigarettes~~products ~~is recent,~~ and ~~may~~servicing ~~not~~our ~~continue~~customers. onAny aproduct ~~lasting~~returns, ~~basis.~~exchanges, ~~The demand~~ and ~~market~~or ~~acceptance~~recalls ~~for~~we ~~these~~may ~~products~~make iswill ~~subject~~have to a ~~high~~material ~~level~~adverse ofeffect ~~uncertainty.~~on ~~Therefore~~our business, weour ~~are~~operations ~~subject~~and toour ~~all~~profitability ofand ~~the~~will ~~business~~likely ~~risks~~result ~~associated with a new enterprise~~ in athe ~~niche~~loss ~~market, including risks~~ of ~~unforeseen~~customers ~~capital~~and ~~requirements,~~goodwill. ~~failure~~Moreover ofproducts ~~widespread~~that ~~market~~do ~~acceptance~~not ofmeet ~~electronic~~our ~~cigarettes,~~quality incontrol ~~general~~standards and or, ~~specifically~~those ~~our~~ products, ~~failure~~that todo ~~establish~~not ~~business~~comply ~~relationships~~with ~~and~~U.S. ~~competitive~~safety ~~disadvantages as against larger~~ and ~~more~~health ~~established~~standards ~~competitors.~~or ~~Electronic~~that ~~cigarettes~~ may ~~become~~be ~~subject~~defective tomay ~~regulation~~reduce by the ~~FDA.~~effectiveness, ~~The~~enjoyment ~~FDA~~and ~~did~~or ~~not~~cause ~~appeal~~harm ~~the~~to ~~decision~~property, ofperson ~~the~~and ~~U.S.~~or ~~Court~~death ofto ~~Appeals~~persons ~~for~~who use the Dproduct.C. ~~Circuit~~Any insuch ~~Sottera,~~instance ~~Inc.~~will v.likely ~~Food~~result &in ~~Drug~~claims ~~Administration~~against ~~(2010)~~us ~~which~~and ~~held~~potentially ~~that~~subject ~~e-cigarettes~~us ~~and~~to ~~other~~liability ~~nicotine-containing~~and ~~products~~legal ~~are~~claims ~~not~~which ~~drugs~~may orcause ~~devices~~injury ~~unless~~to ~~they~~our ~~are~~reputation, ~~marketed~~goodwill ~~for~~and ~~therapeutic~~operating ~~purposes~~results. 8

~~The~~RISKS ~~Court~~RELATED ~~held~~TO ~~further~~OWNERSHIP ~~that~~OF ~~electronic~~OUR ~~cigarettes~~COMMON ~~and~~STOCK ~~other~~Our ~~nicotine-containing~~stock ~~products~~price ~~can~~may be ~~regulated~~volatile asor ~~“tobacco~~may ~~products”~~decline ~~under~~regardless ~~the~~of ~~Food,~~our ~~Drug~~operating performance, and ~~Cosmetic~~you ~~Act.~~may ~~Consequently,~~not ~~the~~be ~~FDA~~able ~~may~~to ~~choose~~resell toyour ~~develop~~shares ~~regulations~~at ~~governing~~or above the ~~manufacture,~~initial ~~marketing~~public offering price and ~~sale~~the price of ~~e-cigarettes~~our common stock may fluctuate significantly. ~~Potential~~Our ~~FDA~~shares ~~regulations,~~trade oron ~~significant~~the ~~costs~~OTC toMarkets ~~comply~~Pink ~~with~~Sheets ~~potential~~under ~~FDA~~the ~~regulations~~symbol ~~could~~VTCQ. ~~have~~The amarket ~~materially~~price ~~adverse~~for ~~effect~~our oncommon stock is likely to be volatile, in part because our ~~company’s~~shares ~~operations~~have ~~and~~only ~~profitability.~~recently ~~Failure~~started totrading. ~~comply~~In ~~with~~addition, ~~FDA~~the ~~regulatory~~market ~~requirements~~price ~~could~~of ~~result~~our incommon ~~significant~~stock ~~financial~~may ~~penalties~~fluctuate ~~and~~significantly ~~could~~in ~~have~~response to a ~~material~~number ~~adverse~~of ~~effect~~factors, onmost ~~our~~of ~~business,~~which ~~financial~~we ~~condition~~cannot ~~and~~control, ~~results~~including: ofn ~~operations~~changes ~~and~~in ~~ability~~general toeconomic or market ~~and~~conditions ~~sell~~or trends in our ~~products.~~industry ~~New~~or ~~product~~the ~~faces~~economy ~~intense~~as ~~media~~a ~~attention~~whole and, ~~public~~in ~~pressure.~~particular, ~~Our~~in ~~product~~the isnutraceutical industry; n changes in key personnel; n entry into new togeographic ~~the~~markets; ~~marketplace~~n actions and ~~since~~announcements ~~its~~by ~~introduction~~us ~~certain~~or ~~members~~our ofcompetitors ~~the~~or ~~media~~significant acquisitions, ~~politicians~~divestitures, ~~government~~strategic ~~regulators~~partnerships, ~~and~~joint ~~advocate~~ventures ~~groups,~~or ~~including~~capital ~~independent~~commitments; ~~doctors~~n ~~have~~investors’ ~~called~~perceptions ~~for~~of anour ~~outright~~prospects ~~ban~~and the prospects of ~~all~~the ~~electronic~~nutraceutical ~~cigarettes~~industry; n fluctuations in quarterly operating results, ~~pending~~as ~~regulatory~~well ~~review~~as ~~and~~differences abetween ~~demonstration~~our ofactual ~~safety.~~financial Aand ~~ban~~operating ofresults ~~this~~and ~~type~~those ~~would~~expected ~~likely~~by ~~have~~investors; n the ~~effect~~public’s ofresponse ~~terminating~~to ~~our~~press ~~United~~releases ~~States’~~or ~~sales~~other ~~and~~public ~~marketing~~announcements ~~efforts~~by ofus ~~certain~~or ~~products~~third ~~which~~parties, weincluding ~~may~~our ~~currently~~filings ~~market~~with orthe ~~have~~SEC; ~~plans~~n announcements relating to ~~market~~litigation; inn ~~the~~financial ~~future.~~guidance, ~~Such~~if aany, ~~ban~~that ~~would~~we ~~also~~provide ~~likely~~to ~~cause~~the public, ~~confusion~~any aschanges toin ~~which~~this ~~products~~guidance ~~are~~or ~~the~~our ~~subject~~failure ofto ~~the~~meet ~~ban~~this ~~and~~guidance; ~~which~~n ~~are~~changes ~~not~~in ~~and~~financial ~~would~~estimates ~~have~~or aratings ~~material~~by ~~adverse~~any ~~effect~~securities onanalysts who follow our ~~business~~common stock, ~~financial~~our ~~condition~~failure ~~and~~to ~~performance.~~meet ~~The~~these ~~recent~~estimates ~~development~~or failure of ~~electronic~~those ~~cigarettes~~analysts ~~has~~to ~~not~~initiate ~~allowed~~or ~~the~~maintain ~~medical~~coverage ~~profession~~of toour ~~study~~common stock; n the ~~long-term~~development ~~health~~and ~~effects~~sustainability of ~~electronic~~an ~~cigarette~~active ~~use.~~trading ~~Because~~market ~~electronic~~for ~~cigarettes~~our ~~were~~common ~~recently~~stock; ~~developed,~~n ~~the~~future ~~medical~~sales ~~profession~~of ~~has~~our ~~not~~common ~~had~~stock aby ~~sufficient~~our ~~period~~officers, ofdirectors ~~time~~and tosignificant ~~study~~stockholders; ~~the~~and ~~long-term~~n ~~health~~changes ~~effects~~in ofaccounting ~~electronic~~principles ~~cigarette~~affecting ~~use~~our financial reporting. ~~Currently,~~These ~~therefore,~~and ~~there~~other isfactors nomay ~~way~~lower ofthe ~~knowing~~market ~~whether~~price orof ~~not~~our ~~electronic~~common ~~cigarettes~~stock, ~~are~~regardless ~~safe~~of ~~for~~our ~~their~~actual ~~intended~~operating ~~use~~performance. IfAs ~~the~~a ~~medical~~result, ~~profession~~our ~~were~~common tostock ~~determine~~may ~~conclusively~~trade ~~that~~at ~~electronic~~prices ~~cigarette~~significantly ~~usage~~below ~~poses~~the ~~long-term~~initial ~~health~~public ~~risks,~~offering ~~electronic~~price. ~~cigarette~~The ~~usage~~stock ~~could~~markets ~~decline~~and trading facilities, ~~which~~including ~~could~~the ~~have~~OTC aBulletin ~~material~~Board, ~~adverse~~have ~~effect~~experienced onextreme ~~our~~price ~~business,~~and ~~results~~volume offluctuations ~~operations~~that ~~and~~have ~~financial~~affected ~~condition.~~and Ifcontinue weto ~~experience~~affect ~~product~~the ~~recalls,~~market ~~particularly~~prices ~~since~~of weequity ~~currently~~securities doof ~~not~~many ~~have~~e-cigarette ~~product~~companies. ~~recall~~In ~~insurance~~the past, westockholders ~~may~~of ~~incur~~some ~~significant~~companies ~~and~~have ~~unexpected~~instituted ~~costs~~securities ~~and~~class ~~our~~action ~~business~~litigation ~~reputation~~following ~~could~~periods beof ~~adversely~~market ~~affected~~volatility. WeIf ~~may~~we bewere ~~exposed~~involved toin ~~product~~securities ~~recalls~~litigation, ~~and~~we ~~adverse~~could ~~public~~incur ~~relations~~substantial ifcosts and our ~~products~~resources ~~are~~and ~~alleged~~the toattention ~~cause~~of ~~illness~~management orcould ~~injury,~~be ordiverted iffrom weour ~~are~~business. ~~alleged~~The toCompany ~~have~~may ~~violated~~issue ~~governmental~~more ~~regulations.~~shares Ain ~~product~~connection ~~recall~~with future mergers or acquisitions, which could result in substantial ~~and~~dilution ~~unexpected~~to ~~expenditures~~existing ~~and~~shareholders. ~~harm~~Our toCertificate ~~our~~of ~~reputation,~~Incorporation ~~which~~authorizes ~~could~~the ~~have~~issuance aof ~~material~~2,000,000,000 ~~adverse~~shares ~~effect~~of oncommon ~~our~~stock. ~~business,~~Any ~~results~~future ofmerger ~~operations~~or ~~and~~acquisition ~~financial~~effected ~~condition.~~by Inus ~~addition,~~may aresult ~~product~~in ~~recall~~the ~~may~~issuance ~~require~~of ~~significant~~additional ~~management~~securities ~~time~~without ~~and~~stockholder ~~attention~~approval and may ~~adversely~~result ~~impact~~in onsubstantial dilution in the ~~value~~percentage of our ~~brands.~~common ~~Product~~stock ~~recalls~~held ~~may~~by ~~lead~~our tothen-current ~~greater~~stockholders. ~~scrutiny~~Moreover, bythe ~~federal~~common orstock ~~state~~issued ~~regulatory~~in ~~agencies~~any ~~and~~such ~~increased~~merger ~~litigation,~~or ~~which~~acquisition ~~could~~transaction ~~have~~may abe ~~material~~valued ~~adverse~~on ~~effect~~an onarbitrary ~~our~~or ~~business,~~non-arm’s-length ~~results~~basis ofby ~~operations~~our ~~and~~management, ~~financial~~resulting ~~condition.~~in Atan ~~present,~~additional wereduction doin ~~not~~the ~~have~~percentage ~~product~~of ~~recall~~common ~~insurance~~stock toheld ~~mitigate~~by ~~for~~our ~~such~~then aexisting ~~contingency~~stockholders. ~~Accordingly,~~Our weBoard ~~cannot~~of ~~assure~~Directors ~~that~~has the ~~risks~~power ~~inherent~~ to issue any ~~potential~~or ~~product~~all ~~recall~~of ~~will~~such beauthorized ~~mitigated~~but inunissued ~~all~~shares ~~circumstances~~without ~~nor~~stockholder ~~can~~approval. weTo ~~assure~~ the ~~continuing~~extent ~~viability~~that ofadditional ~~our~~shares ~~company~~of incommon ~~the~~stock ~~event~~or ofpreferred ~~any~~stock ~~product~~are ~~recall.~~issued ~~Even~~ in ~~the~~connection ~~event~~with wea ~~procure~~future ~~product~~business ~~recall~~combination ~~insurance~~or otherwise, ~~unexpected~~dilution ~~expenditures~~to ~~that~~the ~~could~~interests ~~exceed~~of our ~~product~~stockholders ~~recall~~will ~~insurance~~occur, ~~coverage~~and ~~limits~~the ~~which~~rights ~~could~~of ~~have~~the aholders ~~material~~of ~~adverse~~common ~~effect~~stock oncould ~~our~~be ~~business,~~materially ~~results of operations~~ and ~~financial~~adversely ~~condition~~affected. 9

WeThe ~~face~~price ~~intense~~at ~~competition~~which ~~and~~you purchase our ~~failure~~common toshares ~~compete~~may ~~effectively~~not ~~could~~be ~~have~~indicative aof ~~material~~the ~~adverse~~price ~~effect~~that onwill ~~our~~prevail ~~business,~~in ~~results~~the oftrading ~~operations~~market. ~~and~~You ~~financial~~may ~~condition.~~be ~~Competition~~unable into ~~the~~sell ~~electronic~~your ~~cigarette~~common ~~industry~~shares isat ~~intense.~~or Weabove ~~compete~~your ~~with~~purchase ~~other~~price, ~~sellers~~which ofmay ~~electronic~~result ~~cigarettes,~~in ~~most~~substantial ~~notably~~losses ~~Lorillard,~~to ~~Inc~~you., ~~Altria~~The ~~Group,~~market ~~Inc.~~price ~~and~~for ~~Reynolds~~our ~~American~~common ~~Inc.,~~shares ~~through~~is ~~their~~particularly ~~electronic~~volatile ~~cigarettes~~given ~~business~~our ~~segments;~~status ~~the~~as ~~nature~~a ofrelatively ~~our~~unknown ~~competitors~~company iswith ~~varied~~a assmall ~~the~~and ~~market~~thinly istraded ~~highly~~public ~~fragmented~~float, limited operating history and ~~the~~lack ~~barriers~~of profits which could lead to ~~entry~~wide ~~into~~fluctuations ~~the~~in ~~business~~our ~~are~~share ~~low~~price. WeThe ~~compete~~market ~~primarily~~for onour ~~the~~common ~~basis~~shares ofis ~~product~~characterized ~~quality,~~by ~~brand~~significant ~~recognition,~~price ~~brand~~volatility ~~loyalty,~~when ~~service,~~compared ~~marketing,~~to ~~advertising~~seasoned issuers, and ~~price.~~we Weexpect ~~are~~that ~~subject~~our toshare ~~highly~~price ~~competitive~~will ~~conditions~~continue into ~~all~~be ~~aspects~~more ofvolatile ~~our~~than ~~business~~a seasoned issuer. The ~~competitive~~volatility ~~environment~~in ~~and~~ our ~~competitive~~share ~~position~~price ~~can~~is beattributable ~~significantly~~to ~~influenced~~a bynumber ~~weak~~of ~~economic~~factors. ~~conditions,~~First ~~erosion~~our ofcommon ~~consumer~~shares, ~~confidence~~at times, ~~competitors’~~are ~~introduction~~thinly oftraded. ~~low-priced~~As ~~products~~a orconsequence ~~innovative~~of ~~products,~~this ~~cigarette~~lack ~~excise~~of ~~taxes~~liquidity, ~~higher~~the ~~absolute~~trading ~~prices~~of ~~and~~relatively ~~larger~~small ~~gaps~~quantities ~~between~~of ~~price~~shares ~~categories,~~by ~~and~~our ~~product~~shareholders ~~regulation~~may ~~that~~disproportionately ~~diminishes~~influence the ~~ability~~price toof ~~differentiate~~those ~~tobacco~~shares ~~products~~in either direction. ~~Our~~The ~~principal~~price ~~competitors~~for ~~are~~our ~~“big~~shares ~~tobacco”~~could, ~~U.S.~~for ~~cigarette~~example, ~~manufacturers~~decline ofprecipitously ~~both~~in ~~conventional~~the ~~tobacco~~event ~~cigarettes~~that ~~and~~a ~~electronic~~large ~~cigarettes~~number ~~like~~of ~~Altria~~our ~~Group,~~common ~~Inc.,~~shares ~~Lorillard,~~are ~~Inc.~~sold ~~and~~on ~~Reynolds~~the ~~American~~market ~~Inc.~~without Wecommensurate ~~compete~~demand, ~~against~~as ~~“big~~compared ~~tobacco”~~to ~~who~~a ~~offers~~seasoned ~~not~~issuer ~~only~~which ~~conventional~~could ~~tobacco~~better ~~cigarettes~~absorb ~~and~~those ~~electronic~~sales ~~cigarettes~~without ~~but~~adverse ~~also~~impact ~~smokeless~~on ~~tobacco~~its ~~products~~share ~~such~~price. asSecond, ~~“snus”~~we (are a ~~form~~speculative ofor ~~moist~~“risky” ~~ground~~investment ~~smokeless~~due ~~tobacco~~to ~~that~~our islimited ~~usually~~operating ~~sold~~history, inlack ~~sachet~~of ~~form~~profits ~~that~~to ~~resembles~~date ~~small~~and ~~tea~~uncertainty ~~bags),~~of ~~chewing~~future ~~tobacco~~market ~~and~~acceptance ~~snuff~~for our potential products. ~~Furthermore,~~As wea ~~believe~~consequence, ~~that~~more ~~“big~~risk-adverse ~~tobacco”~~investors ~~will~~may, ~~devote~~under ~~more~~the ~~attention~~fear ~~and~~of ~~resources~~losing toall ~~developing~~or ~~and~~most ~~offering~~of ~~electronic~~their ~~cigarettes~~investment asin the ~~market~~event ~~for~~of ~~electronic~~negative ~~cigarettes~~news ~~grows.~~or ~~Because~~lack of ~~their~~progress, ~~well-established~~be ~~sales~~more ~~and~~inclined ~~distribution~~to ~~channels,~~sell ~~marketing~~their ~~expertise~~shares ~~and~~on ~~significant~~the ~~resources,~~market ~~“big~~more ~~tobacco”~~quickly isand ~~better~~at ~~positioned~~greater discounts than ~~small~~would ~~competitors~~be ~~like~~the uscase towith ~~capture~~the stock of a ~~larger~~seasoned ~~share~~issuer. Many of ~~the~~these ~~electronic~~factors ~~cigarette~~are ~~market.~~beyond Weour ~~also~~control ~~compete~~and ~~against~~may ~~numerous~~decrease ~~other~~the ~~smaller~~market ~~manufacturers~~price orof ~~importers~~our ofcommon ~~cigarettes.~~shares, ~~There~~regardless ~~can~~of beour noperformance. ~~assurance~~We ~~that~~cannot wemake ~~will~~any bepredictions ~~able~~as to ~~compete~~what ~~successfully~~the ~~against~~prevailing ~~any~~market ofprice for our ~~competitors,~~common ~~some~~shares ofwill ~~whom~~be ~~have~~at ~~far~~any ~~greater~~time ~~resources,~~or ~~capital,~~as ~~experience,~~to ~~market~~what ~~penetration,~~affect ~~sales~~that ~~and~~the ~~distribution~~sale ~~channels~~of ~~than~~shares ~~us.~~or Ifthe ~~our~~availability ~~major~~of ~~competitors~~common ~~were,~~shares for ~~example,~~sale toat ~~significantly~~any ~~increase~~time will have on the ~~level~~prevailing ofmarket price. ~~discounts~~Shareholders ~~offered~~should tobe ~~consumers~~aware that, weaccording ~~could~~to ~~respond~~SEC byRelease ~~offering~~No. ~~price discounts~~34-29093, ~~which~~the ~~could~~market ~~have~~for apenny ~~materially~~stocks ~~adverse~~has ~~effect~~suffered onin ~~our~~recent ~~business,~~years ~~results~~from patterns of ~~operations~~fraud and ~~financial condition~~abuse. ~~There~~Such ~~are~~patterns ~~current~~include ~~and~~control ~~potential~~of ~~future~~the ~~competitors~~market ~~that~~for ~~offer~~the ~~electronic~~security ~~cigarettes~~by ~~with~~one ~~vitamins~~or ~~that~~a ~~will~~few ~~compete~~broker-dealers ~~for~~that ~~our~~are ~~market.~~often Werelated ~~intend~~ to ~~serve~~the aspromoter aor ~~technology~~issuer; ~~company~~manipulation ~~which~~of ~~manufactures~~prices ~~and~~through ~~retail~~prearranged ~~the~~matching ~~tobacco-free~~of ~~cigarettes~~purchases ~~that~~and ~~are~~sales ~~pre-packaged~~and ~~with~~false ~~vitamins, nutrients,~~ and ~~generic~~misleading ~~pharmaceuticals.~~press ~~Other~~releases; ~~companies,~~boiler ~~such~~room aspractices ~~Novo~~involving ~~Cig,~~high-pressure ~~which~~sales ~~offers~~tactics ~~electronic~~and ~~cigarettes~~unrealistic ~~with~~price ~~Vitamin~~projections C,by ~~will~~inexperienced ~~compete~~sales ~~for~~persons; ~~our~~excessive ~~market.~~and Weundisclosed ~~face,~~bid-ask differential and ~~will~~markups ~~continue~~by toselling ~~face,~~broker-dealers; ~~intense~~and ~~competition~~the ~~from~~wholesale ~~entities~~dumping ~~that~~of ~~can~~the ~~offer~~same asecurities ~~product~~by ~~similar~~promoters toand ~~ours~~broker-dealers ~~but~~after atprices ahave ~~reduced~~been ~~price.~~manipulated ~~Since~~to ~~our~~a ~~product~~desired islevel, ~~not~~along ~~patented,~~with ~~competing~~the ~~entities~~resulting ~~can~~inevitable ~~duplicate~~collapse ~~our~~of ~~product~~those prices and ~~adversely~~with ~~affect~~consequent ~~our~~investor ~~income~~losses. WeOur ~~also~~management ~~recognize~~is ~~that~~aware ~~there~~of ~~may~~the beabuses ~~competitors~~ that wehave ~~are~~occurred ~~not~~historically ~~aware~~in ofthe orpenny ~~may~~stock ~~enter the~~ market. ~~These~~Although ~~companies~~we ~~that~~do ~~directly~~not ~~compete~~expect ~~with~~to usbe in a position to dictate the ~~market~~behavior ~~for~~of ~~tobacco-free~~the ~~cigarettes~~market ~~that~~or ~~are~~of ~~pre~~broker-~~packaged~~dealers ~~with~~who ~~vitamins,~~participate ~~nutrients~~in the market, ~~and~~management ~~generic~~will ~~pharmaceuticals~~strive ~~may~~within ~~adversely~~the ~~affect~~confines ~~our~~of ~~ability~~practical limitations to ~~generate~~prevent orthe ~~sustain~~described ~~profitable~~patterns ~~operations.~~from ~~Many~~being ~~competitors~~established ~~have~~with ~~more~~respect ~~experience~~to ~~than~~our wesecurities. doThe inoccurrence ~~research~~of ~~and~~these ~~development,~~patterns ~~marketing~~or ~~and~~practices ~~marketing~~could ~~approved~~increase ~~products.~~the ~~The~~volatility ~~competitors,~~of ~~some~~our ofshare ~~which~~price. ~~have~~Volatility ~~their~~in ~~own~~our ~~sales~~common ~~and~~share ~~marketing~~price ~~organizations,~~may ~~have~~subject ~~greater~~us ~~financial~~to ~~and~~securities ~~technical~~litigation, ~~resources~~thereby ~~than~~diverting weour doresources ~~and~~that may behave ~~better~~a ~~equipped~~material ~~than~~effect weon ~~are~~our toprofitability ~~sell~~and ~~competing~~results ~~products~~of operations. 10

WeThe ~~may~~market ~~not~~for beour ~~unable~~common toshares ~~promote~~is ~~and~~characterized ~~maintain~~by ~~our~~significant ~~brands.~~price Wevolatility ~~believe~~when ~~that~~compared ~~establishing~~to ~~and~~seasoned ~~maintaining~~issuers, ~~the~~and ~~brand~~we ~~identities~~expect ofthat our ~~products~~share isprice awill ~~critical~~continue ~~aspect~~to ofbe ~~attracting~~more ~~and~~volatile ~~expanding~~than a ~~large~~seasoned ~~customer~~issuer ~~base~~for the indefinite future. ~~Promotion~~In ~~and~~the ~~enhancement~~past, ofplaintiffs ~~our~~have ~~brands~~often ~~will~~initiated ~~depend~~securities ~~largely~~class onaction ~~our~~litigation ~~success~~against a company following periods of volatility in ~~continuing~~the tomarket ~~provide~~price ~~high~~of ~~quality~~its ~~products~~securities. IfWe ~~our~~may ~~customers~~in ~~and~~the ~~end~~future ~~users~~be dothe ~~not~~target ~~perceive~~of ~~our~~similar ~~products~~litigation. toThis betype of ~~high~~litigation ~~quality,~~could orresult ifin wesubstantial ~~introduce~~costs ~~new~~and ~~products~~could ordivert ~~enter~~management’s ~~into~~attention ~~new~~and ~~business~~resources. ~~ventures~~Failure ~~that~~to ~~are~~achieve ~~not~~and ~~favorably~~maintain ~~received~~effective byinternal ~~our~~controls ~~customers~~in ~~and~~accordance ~~end~~with ~~users,~~Section we404 ~~will~~of ~~risk~~the ~~diluting~~Sarbanes-Oxley ~~our~~Act ~~brand~~of ~~identities~~2002 ~~and~~(the ~~decreasing~~“Sarbanes-Oxley ~~their~~Act”) ~~attractiveness~~could tohave ~~existing~~a material adverse effect on our business and ~~potential~~our ~~customers~~operating results. ~~Moreover,~~If inwe ~~order~~fail to ~~attract~~comply ~~and~~with ~~retain~~the ~~customers~~requirements ~~and~~of toSection ~~promote~~404 ~~and~~of ~~maintain~~the ~~our~~Sarbanes-Oxley ~~brand~~Act ~~equity~~regarding ininternal ~~response~~control over financial reporting or to ~~competitive~~remedy ~~pressures,~~any material weaknesses in our internal controls that we may ~~have~~identify, tosuch ~~increase~~failure ~~substantially~~could result in material misstatements in our financial ~~commitment~~statements, cause investors to ~~creating~~lose confidence in our reported financial information and ~~maintaining~~have a ~~distinct~~negative ~~brand~~effect ~~loyalty~~on ~~among~~the ~~our~~trading ~~customers.~~price Ifof weour ~~incur~~common ~~significant~~shares. ~~expenses~~Pursuant into anSection ~~attempt~~404 toof ~~promote~~the Sarbanes-Oxley Act and ~~maintain~~current ~~our~~SEC ~~brands~~regulations, ~~our~~we ~~business,~~are ~~results~~required ofto ~~operations~~prepare ~~and~~assessments ~~financial~~regarding ~~condition~~internal ~~could~~controls beover ~~adversely~~financial ~~affected~~reporting. WeIn ~~rely~~connection onwith ~~Chinese~~our ~~factories~~on-going ~~for~~assessment of the ~~production~~effectiveness of our ~~products.~~internal Wecontrol ~~rely~~over ~~exclusively~~financial onreporting, ~~Chinese~~we ~~factories~~may ~~for~~discover ~~the~~“material ~~production~~weaknesses” ofin our ~~products.~~internal ~~Therefore,~~controls ~~our~~as ~~ability~~defined toin ~~maintain~~standards ~~operations~~established isby ~~dependent~~the onPublic aCompany ~~third-party~~Accounting ~~manufacturer.~~Oversight ~~Further~~Board, weor dothe ~~not~~PCAOB. ~~currently~~A ~~have~~material ~~any~~weakness ~~exclusive~~is ~~product~~a significant deficiency, or ~~distribution~~combination ~~arrangements~~of ~~with~~significant ~~our~~deficiencies, ~~manufacturer~~that ~~and~~results ~~the~~in ~~loss~~more orthan ~~disruption~~a remote likelihood that a material misstatement of the ~~production~~annual ofor ~~our~~interim ~~products~~financial ~~could~~statements ~~have~~will anot ~~material~~be ~~adverse~~prevented ~~effect~~or ondetected. ~~our~~The ~~business,~~PCAOB ~~financial~~defines ~~condition~~“significant ~~and~~deficiency” ~~results~~as ofa ~~operations.~~deficiency ~~Potential~~that ~~Risks~~results in ~~Public~~more ~~Perception~~than ~~Associated~~a ~~with~~remote ~~Chinese~~likelihood ~~Factories.~~that ~~Should~~a ~~Chinese~~misstatement ~~factories~~of ~~continue~~the tofinancial ~~draw~~statements ~~public~~that ~~criticism~~is ~~for~~more ~~exporting~~than ~~unsafe~~inconsequential ~~products,~~will wenot ~~may~~ be ~~adversely~~prevented ~~and~~or ~~materially~~detected. ~~affected~~In by the ~~stigma~~event ~~associated~~that ~~with~~a ~~Chinese~~material ~~production.~~weakness ~~This~~is inidentified, ~~turn~~as ~~would~~it ~~negatively~~has ~~affect~~been ~~our~~for ~~business~~this ~~operations~~report, subject to expansion of the size of our ~~revenues,~~Company and our ~~financial~~finance ~~projections~~department, ~~and~~we ~~prospects.~~will Weemploy ~~expect~~qualified ~~that~~personnel ~~new~~and ~~products~~adopt and~~/or~~ ~~brands~~implement wepolicies ~~develop~~and ~~will~~procedures ~~expose us~~ to ~~risks~~address ~~that~~any ~~may~~material beweaknesses ~~difficult~~that towe identify. ~~until~~However, ~~such~~the ~~products~~process of designing and~~/or~~ ~~brands~~implementing ~~are~~effective ~~commercially~~internal ~~available.~~controls Weis ~~are~~a ~~currently~~continuous ~~developing,~~effort ~~and~~that inrequires ~~the~~us ~~future~~to ~~will~~anticipate ~~continue~~and react to ~~develop,~~changes ~~new~~in ~~products~~our business and ~~brands,~~ the ~~risks~~economic ofand ~~which~~regulatory ~~will~~environments beand ~~difficult~~ to ~~ascertain~~expend ~~until~~significant ~~these~~resources ~~products~~to ~~and/or~~maintain ~~brands~~a ~~are~~system ~~commercially~~of ~~available.~~internal ~~For~~controls ~~example,~~that weis ~~are~~adequate ~~developing~~to ~~new~~satisfy ~~formulations,~~our ~~packaging~~reporting ~~and~~obligations ~~distribution~~as ~~channels.~~a ~~Any~~public ~~negative~~company. ~~events~~We orcannot ~~results~~assure you that ~~may~~the ~~arise~~measures as we ~~develop~~will ~~new~~take ~~products~~will orremediate ~~brands~~any material weaknesses that we may ~~adversely~~identify ~~affect~~or ~~our~~that ~~business,~~we ~~financial~~will ~~condition~~implement and ~~results~~maintain ofadequate ~~operations.~~controls ~~Internet~~over ~~security~~our ~~poses~~financial aprocess ~~risk~~and toreporting ~~our~~in ~~e-commerce~~the ~~sales~~future. AtAny ~~present~~failure weto ~~generate~~complete aour ~~portion~~assessment of our ~~sales~~internal ~~through~~control ~~e-commerce~~over ~~sales~~financial onreporting, ~~our~~to ~~websites.~~remediate Weany ~~have~~material ~~started~~weaknesses ~~selling~~that ~~our~~we ~~products~~may ~~from~~identify ~~April~~or 1,to ~~2014~~implement ~~and~~new ~~have~~controls, ~~generated~~or ~~nominal~~difficulties ~~revenues.~~encountered Wein ~~manage~~their ~~our~~implementation, ~~websites~~could ~~and~~harm ~~e-commerce~~our ~~platform~~operating ~~internally~~results, ~~and~~cause asus ato ~~result~~fail ~~any~~to ~~compromise~~meet of our ~~security~~reporting obligations or ~~misappropriation~~result ofin ~~proprietary~~material ~~information~~misstatements ~~could~~in ~~have~~our afinancial ~~material~~statements. ~~adverse~~Any ~~effect~~such onfailure ~~our~~could ~~business,~~adversely ~~financial~~affect ~~condition~~the ~~and~~ results of ~~operations.~~the Wemanagement ~~rely~~evaluations onof ~~encryption~~our ~~and~~internal ~~authentication~~controls. ~~technology~~Inadequate ~~licensed~~internal ~~from~~controls ~~third~~could ~~parties~~also cause investors to ~~provide~~lose ~~the~~confidence ~~security~~in ~~and~~our ~~authentication~~reported ~~necessary~~financial toinformation, ~~effect~~which ~~secure~~could ~~Internet~~have ~~transmission~~a ofnegative ~~confidential~~effect ~~information,~~on ~~such~~the astrading ~~credit~~price ~~and~~of ~~other~~our ~~proprietary~~common ~~information~~shares. 11

~~Advances~~We inare ~~computer~~exposed ~~capabilities~~to general economic conditions, ~~new~~which ~~discoveries~~could have a material adverse impact on our business, operating results and financial condition. Recently there have been adverse conditions and uncertainty in the ~~field~~global economy as the result of ~~cryptography~~unstable orglobal ~~other~~financial ~~events~~and orcredit ~~developments~~markets, ~~may~~inflation, ~~result~~and inrecession. aThese ~~compromise~~unfavorable oreconomic ~~breach~~conditions and the weakness of the ~~technology~~credit ~~used~~market bymay uscontinue to ~~protect~~have, ~~client~~an ~~transaction~~impact ~~data~~on our Company’s business and our Company’s financial condition. ~~Anyone~~The ~~who~~current isglobal ~~able~~macroeconomic environment may affect our Company’s ability to ~~circumvent~~access the capital markets may be severely restricted at a time when our ~~security~~Company ~~measures~~wishes or needs to access such markets, which could ~~misappropriate~~have ~~proprietary~~a ~~information~~materially oradverse ~~cause~~impact ~~material~~on ~~interruptions~~our inCompany’s flexibility to react to changing economic and business conditions or carry on our operations. WeRule 144 sales in the future may behave ~~required~~a todepressive ~~expend~~effect ~~significant~~on ~~capital~~the ~~and~~company's ~~other~~stock ~~resources~~price toas ~~protect~~an ~~against~~increase ~~security~~in ~~breaches~~supply orof toshares ~~minimize~~for ~~problems~~sale, ~~caused~~with byno ~~security~~corresponding ~~breaches.~~increase Toin ~~the~~demand ~~extent~~will ~~that~~cause ~~our~~prices ~~activities~~to orfall. All of the ~~activities~~outstanding shares of ~~others~~common ~~involve~~stock held by the ~~storage~~present officers, directors, and ~~transmission~~affiliate stockholders are "restricted securities" within the meaning of ~~proprietary~~Rule ~~information~~144 under the Securities Act of 1933, ~~security~~as ~~breaches~~amended. ~~could~~As ~~damage~~restricted ~~our~~shares, ~~reputation~~these ~~and~~shares ~~expose~~may usbe resold only pursuant to aan ~~risk~~effective registration statement or under the requirements of ~~loss~~Rule ~~and/~~144 or ~~litigation.~~other ~~Our~~applicable ~~security~~exemptions ~~measures~~from ~~may~~registration ~~not~~under ~~prevent~~the ~~security~~Securities ~~breaches.~~Act ~~Our~~of ~~failure~~1933 toand ~~prevent~~as ~~these~~required ~~security~~under ~~breaches~~applicable ~~may~~state ~~result~~securities laws. Rule 144 provides in ~~consumer~~essence ~~distrust~~that ~~and~~a ~~may~~person ~~adversely~~who ~~affect~~is ~~our~~an ~~business,~~affiliate ~~results~~or ofofficer ~~operations~~or ~~and~~director ~~financial~~who ~~condition.~~has ~~Credit~~held ~~card~~restricted ~~payment~~securities ~~processors~~for ~~and~~six ~~merchant~~months ~~account~~may, ~~pose~~under acertain ~~risk.~~conditions, Wesell ~~accept~~every ~~credit~~three ~~cards~~months, asin brokerage transactions, a ~~means~~number of ~~payment~~shares ~~for~~that does not exceed the ~~sale~~greater of ~~our products~~1.0% Ifof wea ~~are~~Company's ~~unable~~issued toand ~~find~~outstanding ~~suitable~~common ~~providers~~stock. orThere anis ~~alternative~~no ~~method~~limit ofon ~~payment~~the ~~for~~amount ~~our~~of ~~customers,~~restricted ~~our~~securities ~~cash-flow~~that ~~will~~may be ~~constrained~~sold ~~and~~by ~~our~~a ~~sales~~non-affiliate ~~may~~after bethe ~~effected~~owner ~~which~~has ~~may~~held ~~have~~the restricted securities for a ~~material~~period ~~adverse~~of ~~effect~~six onmonths ~~our~~if ~~performance,~~the ~~financial~~Company ~~condition~~is ~~and~~a ~~results~~current reporting company under the Securities Exchange Act of ~~operations~~1934. ~~Product~~A ~~exchanges,~~sale ~~returns,~~under ~~warranty~~Rule ~~claims,~~144 ~~defect~~or ~~and~~under ~~recalls~~any ~~may~~other ~~adversely~~exemption ~~affect~~from ~~our~~the ~~business.~~Securities ~~Any~~Act ~~and~~of ~~all~~1933, ~~products~~if ~~are~~available, ~~subject~~or pursuant to ~~customer~~subsequent ~~service~~registration ~~claims,~~of ~~malfunctions~~shares ~~and~~of ~~defects,~~common ~~which~~stock of present stockholders, may ~~subject~~have usa todepressive ~~requests~~effect ~~for~~upon ~~product~~the ~~exchanges,~~price ~~returns,~~of ~~warranty~~the ~~claims~~common ~~and~~stock ~~recalls~~in any market that may develop. IfIn addition, if we are ~~unable~~deemed ~~to maintain~~ a ~~certain~~shell ~~degree~~company ofpursuant ~~quality~~to ~~control~~Section 12(b)-2 of ~~our~~the ~~products~~Act, weour ~~will~~"restricted ~~incur~~securities", ~~costs~~whether ofheld ~~replacing~~by ~~and~~affiliates or ~~recalling~~non-affiliates, ~~our~~may ~~products~~not ~~and~~be ~~servicing~~re-sold ~~our~~for ~~customers.~~a ~~Any~~period ~~product~~of ~~returns,~~12 ~~exchanges,~~months ~~and~~following the filing of a Form 10 level disclosure or ~~recalls~~registration wepursuant ~~may~~to ~~make~~the ~~will~~Securities ~~have~~Act aof ~~material~~1933. ~~adverse~~Public ~~effect~~disclosure onrequirements ~~our~~and ~~business,~~compliance with changing regulation of corporate governance pose challenges for our ~~operations~~management team and ~~our~~result ~~profitability~~in additional expenses and ~~will~~costs ~~likely~~which ~~result~~may inreduce the ~~loss~~focus of ~~customers~~management and ~~goodwill.~~the ~~Moreover~~profitability ~~products~~of ~~that~~our docompany. ~~not~~Changing ~~meet~~laws, ~~our~~regulations ~~quality~~and ~~control~~ standards ~~and~~relating orto ~~those~~corporate ~~products~~governance ~~that~~and dopublic ~~not~~disclosure, ~~comply~~including ~~with~~the ~~U.S.~~Dodd-Frank ~~safety~~Wall Street Reform and ~~health~~Consumer ~~standards~~Protection orAct ~~that~~and ~~may~~the berules ~~defective~~and ~~may~~regulations ~~reduce~~promulgated thereunder, the ~~effectiveness,~~Sarbanes-Oxley ~~enjoyment~~Act and orSEC ~~cause~~regulations, ~~harm~~have tocreated ~~property,~~uncertainty ~~person~~for public companies and orsignificantly ~~death~~increased tothe ~~persons~~costs ~~who~~and ~~use~~risks associated with accessing the ~~product~~U.S. ~~Any~~public ~~such~~markets. ~~instance~~Our ~~will~~management ~~likely~~team ~~result~~will inneed ~~claims~~to ~~against~~devote ussignificant time and ~~potentially~~financial ~~subject~~resources us to ~~liability~~comply with both existing and ~~legal~~evolving ~~claims~~standards ~~which~~for ~~may~~public ~~cause~~companies, ~~injury~~which will lead to ~~our~~increased ~~reputation,~~general ~~goodwill~~and administrative expenses and ~~operating~~a ~~results~~diversion of management time and attention from revenue generating activities to compliance activities. 12

~~RISKS~~SHOULD ~~RELATED~~ONE TOOR ~~OWNERSHIP~~MORE OF ~~OUR~~THE ~~COMMON~~FOREGOING ~~STOCK~~RISKS ~~Our~~OR ~~stock~~UNCERTAINTIES ~~price~~MATERIALIZE, ~~may~~OR beSHOULD ~~volatile~~THE orUNDERLYING ~~may~~ASSUMPTIONS ~~decline~~PROVE ~~regardless of our operating performance~~INCORRECT, ~~and~~ACTUAL ~~you~~RESULTS ~~may~~MAY ~~not~~DIFFER beSIGNIFICANTLY ~~able~~FROM toTHOSE ~~resell~~ANTICIPATED, ~~your~~BELIEVED, ~~shares~~ESTIMATED, atEXPECTED, orINTENDED ~~above~~OR ~~the~~PLANNED ~~initial~~ITEM ~~public~~1B. ~~offering~~UNRESOLVED ~~price~~STAFF ~~and~~COMMENTS. ~~the~~Not ~~price~~applicable. ofITEM ~~our~~2. ~~common stock may fluctuate significantly~~PROPERTIES. ~~Our~~For ~~shares~~fiscal ~~trade~~year on2016 ~~the~~we ~~OTC~~leased ~~Markets~~our ~~Pink~~office ~~Sheets~~facilities. ~~under~~Rent ~~the~~expenses ~~symbol~~total ~~VTCQ.~~$4,063 ~~The~~and ~~market~~$6,637 ~~price~~ for ~~our~~the ~~common~~fiscal ~~stock~~years is2016 ~~likely~~and ~~to be volatile~~2015, inrespectively. ~~part~~All ~~because~~of our ~~shares~~facilities ~~have~~are ~~only~~leased ~~recently~~from ~~started~~non-affiliated ~~trading~~parties. InSince ~~addition~~June 22, 2016 the ~~market~~company ~~price~~relocated ofits ~~our~~headquarters ~~common stock may fluctuate significantly in response~~ to aMiami ~~number of factors~~Beach, ~~most~~Florida. ofThe ~~which~~office werent ~~cannot~~is ~~control~~$5,947.41 ~~including:~~per •month. ~~changes~~The inlease ~~general~~expires ~~economic~~on orMay ~~market~~1, ~~conditions~~2019. orCurrently ~~trends~~we insublease ~~our~~a ~~industry~~portion orof the ~~economy~~corporate asoffice afor ~~whole and~~$3,550 inper ~~particular,~~month. inThe ~~the~~Company ~~nutraceutical~~operates ~~industry;~~its •Pharmacy ~~changes~~ in ~~key~~Hialeah ~~personnel;~~at •5966 ~~entry~~W ~~into~~16th ~~new geographic markets; • actions and announcements by us or our competitors or significant acquisitions~~Ave, ~~divestitures~~Hialeah, ~~strategic~~Florida. ~~partnerships,~~The ~~joint~~rent ~~ventures~~for ~~or capital commitments; • investors’ perceptions of our prospects and~~ the ~~prospects~~facility ofis ~~the~~$8,146.74 ~~nutraceutical~~per ~~industry;~~month. •The ~~fluctuations~~lease inexpires ~~quarterly~~on ~~operating~~February ~~results~~1, as2017. ~~well~~The asCompany ~~differences~~operates ~~between~~a ~~our~~Warehouse ~~actual financial~~ and ~~operating~~Distribution ~~results~~Center ~~and~~at ~~those~~300 ~~expected~~NW by54th ~~investors; • the public’s response to press releases or other public announcements by us or third parties~~Street, ~~including~~Miami ~~our~~Florida. ~~filings~~The ~~with~~company ~~the~~pays ~~SEC; • announcements relating to litigation; • financial guidance~~$1,605 ifa ~~any,~~month ~~that~~as ~~we provide to the public~~rent, ~~any~~which ~~changes~~expires inAugust ~~this guidance or our failure to meet this guidance; • changes in financial estimates or ratings by any securities analysts who follow our common stock~~1, ~~our~~2017. ~~failure~~We toconsider ~~meet~~ these ~~estimates~~properties oradequate ~~failure of those analysts to initiate or maintain coverage of our common stock; • the development and sustainability of an active trading market~~ for our ~~common~~current ~~stock;~~operational •needs. ~~future~~ITEM ~~sales~~3. ofLEGAL ~~our~~PROCEEDINGS. ~~common~~From ~~stock~~time byto ~~our officers~~time, ~~directors~~we ~~and~~may ~~significant~~become ~~stockholders;~~involved ~~and • changes~~ in ~~accounting~~various ~~principles~~lawsuits ~~affecting our financial reporting. These~~ and ~~other~~legal ~~factors~~proceedings ~~may~~that ~~lower~~arise in the ~~market~~ordinary ~~price~~course of ~~our common stock, regardless of our actual operating performance~~business. ~~As a result~~However, ~~our~~litigation ~~common~~is ~~stock~~subject ~~may~~to ~~trade~~inherent atuncertainties ~~prices significantly below the initial public offering price. The stock markets~~ and ~~trading~~an ~~facilities,~~adverse ~~including~~result ~~the~~in ~~OTC~~these ~~Bulletin~~or ~~Board,~~other ~~have~~matters ~~experienced~~may ~~extreme~~arise ~~price~~from ~~and~~time ~~volume~~to ~~fluctuations~~time that ~~have~~may ~~affected~~harm ~~and~~our ~~continue~~business. toWe ~~affect~~are ~~the~~currently ~~market~~not ~~prices~~aware of ~~equity~~any ~~securities~~such oflegal ~~many~~proceedings ~~e-cigarette~~or ~~companies.~~claims Inthat ~~the~~we ~~past,~~believe ~~stockholders~~will ~~of some companies~~ have ~~instituted~~a ~~securities~~material ~~class~~adverse ~~action~~effect ~~litigation~~on ~~following~~our ~~periods of market volatility. If we were involved in securities litigation~~business, wefinancial ~~could~~condition ~~incur~~or ~~substantial~~operating ~~costs~~results. ~~and~~ITEM ~~our~~4. ~~resources~~MINE ~~and~~SAFETY ~~the~~DISCLOSURES. ~~attention~~Not ~~of management could be diverted from our business~~applicable. 13

~~The~~PART ~~Company~~II ~~may~~ITEM ~~issue more shares in connection with future mergers or acquisitions, which could result in substantial dilution to existing shareholders~~5. ~~Our~~MARKET ~~Certificate~~FOR ofREGISTRANT’S ~~Incorporation~~COMMON ~~authorizes the issuance of 560~~EQUITY,~~000,000~~ ~~shares~~RELATED ofSTOCKHOLDER common stock. Any future merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then-current stockholders. MoreoverMATTERS, ~~the~~AND ~~common~~ISSUER ~~stock~~PURCHASES ~~issued~~OF inEQUITY any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholdersSECURITIES. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with (a) ~~future~~Market ~~business~~Information ~~combination~~Since orJanuary ~~otherwise~~2015, ~~dilution to the interests of~~ our ~~stockholders will occur, and the rights of the holders of~~ common stock ~~could~~has bebeen ~~materially~~quoted ~~and~~on ~~adversely affected. The price at which you purchase our common shares may not be indicative of~~ the ~~price~~OTC ~~that~~Markets ~~will~~under ~~prevail in~~ the ~~trading~~symbol ~~market~~VTCQ. ~~You~~The ~~may~~following betable ~~unable~~sets ~~to sell your common shares at or above your purchase price~~forth, ~~which may result in substantial losses to you. The market price~~ for ~~our~~the ~~common~~periods ~~shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float~~indicated, ~~limited~~the ~~operating~~high ~~history~~ and ~~lack~~low ofsales ~~profits~~prices ~~which~~per ~~could lead to wide fluctuations in our~~ share price. The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer. The volatility in our share price is attributable to a number of ~~factors. First~~ our common ~~shares,~~stock atas ~~times,~~reported ~~are thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares~~ by ~~our shareholders may disproportionately influence~~ the ~~price~~OTC ~~of those shares in either direction~~Markets. The ~~price~~quotations ~~for~~reflect ~~our~~inter-dealer ~~shares could~~prices, ~~for example, decline precipitously in the event that a large number of our common shares are sold on the market~~ without ~~commensurate~~retail demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Second, we are a speculative or “risky” investment due to our limited operating history, lack of profits to date and uncertainty of future market acceptance for our potential products. As a consequence, more riskmark-~~adverse investors may~~up, ~~under~~markdown ~~the fear of losing all~~ or ~~most of their investment in the event of negative news or lack of progress~~commission, ~~be more inclined to sell their shares on the market more quickly~~ and ~~at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and~~ may ~~decrease~~not ~~the~~represent ~~market~~actual ~~price of our common shares, regardless of our performance~~transactions. We cannot make any predictions as to what the prevailing market price for our common shares will be at any time or as to what affect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price. 14

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price. Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations. The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. This type of litigation could result in substantial costs and could divert management’s attention and resources. Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) could have a material adverse effect on our business and our operating results. If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares. Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. 15

Period	High		Low
January 7, 2015 through January 31, 2015	$	0.0720	$	0.0410
February 1, 2015 through April 30, 2015	$	0.0750	$	0.0185
May 1, 2015 through April 30, 2016	$	0.0350	$	0.0004

The ~~PCAOB~~closing ~~defines~~price ~~“significant~~of ~~deficiency”~~our ascommon astock ~~deficiency~~as ~~that~~reported ~~results~~on ~~in more than a remote likelihood that a misstatement of~~ the ~~financial~~OTC ~~statements~~Markets ~~that~~was is$0.008 ~~more~~on ~~than~~October ~~inconsequential~~27, ~~will not be prevented or detected~~2016. In(b) ~~the~~Holders ~~event~~As ~~that~~of aSeptember ~~material weakness is identified~~23, ~~as it has been for this report~~2016, ~~subject~~there towere ~~expansion~~approximately of58 ~~the~~owners ~~size~~ of ~~our~~record ~~Company~~for ~~and~~ our ~~finance~~common ~~department,~~stock. weThis ~~will~~does ~~employ~~not ~~qualified~~include ~~personnel~~an ~~and~~indeterminate ~~adopt~~number ~~and~~of ~~implement~~stockholders ~~policies~~whose ~~and~~shares ~~procedures~~may tobe ~~address~~held ~~any~~by ~~material~~brokers ~~weaknesses~~in ~~that~~street ~~we identify~~name. ~~However,~~The ~~the~~holders ~~process~~ of ~~designing~~common ~~and~~stock ~~implementing~~are ~~effective~~entitled ~~internal controls is a continuous effort that requires us~~ to ~~anticipate~~one ~~and~~vote ~~react~~for toeach ~~changes~~share inheld ~~our~~of ~~business~~record ~~and~~on ~~the~~all ~~economic~~matters ~~and~~submitted ~~regulatory environments and~~ to ~~expend significant resources to maintain~~ a ~~system~~vote of ~~internal~~stockholders. ~~controls~~Holders ~~that~~of isthe ~~adequate~~common tostock ~~satisfy~~have ~~our~~no ~~reporting~~preemptive ~~obligations~~rights asand ano ~~public~~right ~~company.~~to Weconvert ~~cannot~~their ~~assure~~common ~~you~~stock ~~that~~into ~~the measures we will take will remediate~~ any ~~material~~other ~~weaknesses~~securities. ~~that~~There weare ~~may~~no ~~identify~~redemption or ~~that~~sinking wefund ~~will~~provisions ~~implement~~applicable ~~and~~to ~~maintain~~the ~~adequate~~common ~~controls~~stock. ~~over~~Transfer ~~our~~Agent ~~financial process~~ and ~~reporting~~Registrar inOur ~~the~~independent ~~future.~~stock ~~Any~~transfer ~~failure~~agent tois ~~complete~~ClearTrust ~~our assessment of our internal control over financial reporting~~LLC, to16540 ~~remediate~~Pointe ~~any~~Village ~~material weaknesses that we may identify or to implement new controls~~Dr, orSte ~~difficulties encountered in their implementation~~206, ~~could harm our operating results~~Lutz, ~~cause~~FL us33558. to(c) ~~fail~~Dividends toWe ~~meet~~have ~~our~~never ~~reporting~~paid ~~obligations~~ or ~~result~~declared inany ~~material~~cash ~~misstatements~~dividends inon our ~~financial~~common ~~statements~~stock. ~~Any~~We ~~such~~currently ~~failure~~intend ~~could~~to ~~adversely~~retain ~~affect~~all ~~the~~available ~~results~~funds ofand ~~the~~any ~~management~~future ~~evaluations~~earnings ~~of our internal controls. Inadequate internal controls could also cause investors~~ to ~~lose~~fund ~~confidence in our reported financial information, which could have a negative effect on~~ the ~~trading~~expansion ~~price~~ of our ~~common shares. We are exposed to general economic conditions, which could have a material adverse impact on our~~ business, ~~operating results~~ and ~~financial~~we ~~condition.~~do ~~Recently~~not ~~there~~anticipate ~~have~~paying ~~been~~any ~~adverse~~cash ~~conditions~~dividends ~~and~~for ~~uncertainty in~~ the ~~global~~foreseeable ~~economy~~future asfollowing ~~the~~this ~~result~~offering. ofAny ~~unstable~~future ~~global~~determination ~~financial~~to ~~and~~pay ~~credit~~dividends ~~markets,~~will ~~inflation,~~be ~~and~~at ~~recession. These unfavorable economic conditions and~~ the ~~weakness~~discretion of ~~the~~our ~~credit~~board ~~market~~of ~~may~~directors ~~continue~~and towill ~~have,~~depend ~~an impact~~ on our ~~Company’s business and our Company’s~~ financial condition., ~~The~~results ~~current~~of ~~global~~operations, ~~macroeconomic environment may affect our Company’s ability to access the~~ capital ~~markets~~requirements ~~may~~and beother ~~severely~~factors ~~restricted~~that ~~at a time when~~ our ~~Company~~board ~~wishes~~of ordirectors ~~needs~~deems torelevant. ~~access~~In ~~such markets~~addition, ~~which~~the ~~could~~terms ~~have~~of aany ~~materially~~future ~~adverse~~debt ~~impact~~or oncredit ~~our~~facility ~~Company’s~~may ~~flexibility~~preclude tous ~~react~~from topaying ~~changing economic and business conditions or carry on our operations~~dividends. 1614

~~Rule~~(d) ~~144~~Securities ~~sales~~Authorized infor ~~the~~Issuance ~~future~~under ~~may~~Equity ~~have~~Compensation aPlans ~~depressive~~The ~~effect~~Company oncurrently ~~the~~does ~~company's~~not ~~stock~~have ~~price~~any asequity ancompensation ~~increase~~plans. inRecent ~~supply~~Sales of ~~shares~~Unregistered ~~for~~Securities ~~sale~~On June 17, ~~with~~2016 nowe ~~corresponding~~issued ~~increase~~575,000,000 common shares in ~~demand~~the ~~will~~purchase ~~cause~~of ~~prices~~LX toRetailer, ~~fall~~Inc. ~~All~~Issuer Purchases of ~~the~~Equity ~~outstanding~~Securities ~~shares~~On ofJune ~~common~~22, ~~stock~~2016 ~~held~~we byreceived ~~the~~172,500,000 ~~present~~common ~~officers,~~shares ~~directors,~~of ~~and~~our ~~affiliate~~stock ~~stockholders~~from ~~are~~mCig, ~~"restricted~~Inc., ~~securities"~~in ~~within~~exchange for the ~~meaning~~VitaCig ofeCig ~~Rule~~business. ~~144~~ITEM ~~under~~6. ~~the~~SELECTED ~~Securities~~FINANCIAL ~~Act~~DATA. ofWe ~~1933,~~are asa ~~amended.~~smaller Asreporting ~~restricted~~company ~~shares~~and therefore, ~~these~~we ~~shares~~are ~~may~~not berequired ~~resold~~to ~~only~~provide ~~pursuant~~information torequired anby ~~effective~~this ~~registration~~Item ~~statement~~of orForm ~~under~~10-K. ~~the~~ITEM ~~requirements~~7. ofMANAGEMENT'S ~~Rule~~DISCUSSION ~~144~~AND orANALYSIS ~~other~~OF ~~applicable~~FINANCIAL ~~exemptions~~CONDITION ~~from~~AND ~~registration~~RESULTS ~~under~~OF ~~the~~OPERATIONS. ~~Securities~~Management’s ~~Act~~Discussion and Analysis of ~~1933~~Results ~~and~~of asFinancial ~~required~~Condition ~~under~~and ~~applicable~~Results ~~state~~of ~~securities~~Operations ~~laws.~~(“MD&A”) ~~Rule~~should ~~144~~be ~~provides~~read in ~~essence~~conjunction ~~that~~with athe ~~person~~financial ~~who~~statements isincluded anherein. ~~affiliate~~Further, orthis ~~officer~~MD&A orshould ~~director~~be ~~who~~read ~~has~~in ~~held~~conjunction ~~restricted~~with ~~securities~~the ~~for~~Company’s ~~six~~Financial ~~months~~Statements ~~may,~~and ~~under~~Notes ~~certain~~to ~~conditions,~~Financial ~~sell~~Statements ~~every~~included ~~three~~in ~~months,~~this inAnnual ~~brokerage~~Report ~~transactions,~~on aForm ~~number~~10-K offor ~~shares~~the ~~that~~years ~~does~~ended ~~not~~April ~~exceed~~30, ~~the~~2016 ~~greater~~and of2015, ~~1.0%~~as ofwell aas ~~Company's~~the ~~issued~~“Business” and ~~outstanding~~“Risk ~~common~~Factors” ~~stock.~~sections ~~There~~within isthis noAnnual ~~limit~~Report on ~~the~~Form ~~amount~~10-K. ofThe ~~restricted~~Company's ~~securities~~financial ~~that~~statements ~~may~~have bebeen ~~sold~~prepared byin aaccordance ~~non-affiliate~~with ~~after~~United ~~the~~States ~~owner~~generally ~~has~~accepted ~~held~~accounting ~~the~~principles. ~~restricted~~Management’s ~~securities~~Discussion ~~for~~and aAnalysis ~~period~~may ofcontain ~~six~~various ~~months~~“forward iflooking ~~the~~statements” ~~Company~~within isthe ameaning ~~current~~of ~~reporting~~Section ~~company~~21E ~~under~~of the Securities Exchange Act of 1934., Aas ~~sale~~amended, ~~under~~regarding ~~Rule~~future ~~144~~events or ~~under~~the ~~any~~future ~~other~~financial ~~exemption~~performance ~~from~~of the ~~Securities~~Company ~~Act~~that ofinvolve ~~1933~~risks and uncertainties. Certain statements included in this Form 10-K, ifincluding, ~~available~~without limitation, orstatements ~~pursuant~~related to ~~subsequent~~anticipated ~~registration~~cash offlow ~~shares~~sources ofand ~~common~~uses, ~~stock~~and ofwords ~~present~~including ~~stockholders,~~but ~~may~~not ~~have~~limited ato ~~depressive~~“anticipates”, ~~effect~~“believes”, ~~upon~~“plans”, ~~the~~“expects”, ~~price~~“future” ofand ~~the~~similar ~~common~~statements ~~stock~~or inexpressions, ~~any~~identify ~~market~~forward ~~that~~looking ~~may develop~~statements. InAny ~~addition,~~forward-looking ifstatements weherein are ~~deemed~~subject ato ~~shell~~certain ~~company~~risks ~~pursuant~~and touncertainties ~~Section~~in ~~12(b)-2~~the ofCompany’s ~~the~~business ~~Act,~~and ~~our~~any ~~"restricted~~changes ~~securities",~~in ~~whether~~current ~~held~~accounting byrules, ~~affiliates~~all orof ~~non-affiliates,~~which may ~~not~~ be ~~re-sold~~beyond ~~for~~the acontrol ~~period~~of the Company. The Company has adopted the most conservative recognition of 12revenue ~~months~~based ~~following~~on the ~~filing~~most astringent guidelines of athe ~~Form~~SEC. 10Management ~~level~~will ~~disclosure~~elect oradditional ~~registration~~changes ~~pursuant~~to revenue recognition to comply with the ~~Securities~~most ~~Act~~conservative ofSEC ~~1933.~~recognition ~~Public~~on ~~disclosure~~a ~~requirements~~forward ~~and~~going ~~compliance~~accrual ~~with~~basis ~~changing~~as ~~regulation~~the ofmodel ~~corporate~~is ~~governance~~replicated ~~pose~~with ~~challenges~~other ~~for~~similar ~~our~~markets ~~management~~(i.e. ~~team~~SBDC). ~~and~~The ~~result~~Company’s inactual ~~additional~~results ~~expenses~~could ~~and~~differ ~~costs~~materially ~~which~~from ~~may~~those ~~reduce~~anticipated ~~the~~in ~~focus~~these offorward-looking ~~management~~statements ~~and~~as ~~the~~a ~~profitability~~result of ~~our~~certain ~~company.~~factors, ~~Changing~~including ~~laws,~~those ~~regulations~~set ~~and~~forth ~~standards~~therein. ~~relating~~Undue toreliance ~~corporate~~should ~~governance~~not ~~and~~be ~~public~~placed ~~disclosure~~on these forward-looking statements, ~~including~~which speak only as of the ~~Dodd~~date hereof. We undertake no obligation to update these forward-~~Frank~~looking ~~Wall~~statements. ~~Street~~Any ~~Reform~~future ~~and~~equity ~~Consumer~~financing ~~Protection~~will ~~Act~~cause ~~and~~existing ~~the~~shareholders ~~rules~~to ~~and~~experience ~~regulations~~dilution ~~promulgated~~of ~~thereunder,~~their interest in our Company. In the ~~Sarbanes-Oxley~~event ~~Act~~we ~~and~~are ~~SEC~~not ~~regulations,~~successful ~~have~~in ~~created~~raising ~~uncertainty~~additional ~~for~~financing, ~~public~~we ~~companies~~anticipate ~~and~~that ~~significantly~~we ~~increased~~will ~~the~~not ~~costs~~be ~~and~~able ~~risks~~to ~~associated~~proceed with ~~accessing~~our ~~the~~business Uplan.S. ~~public~~In ~~markets.~~such ~~Our~~a ~~management~~case, ~~team~~we ~~will~~may ~~need~~decide to ~~devote~~discontinue ~~significant~~our ~~time~~current business plan and ~~financial~~seek ~~resources~~other tobusiness ~~comply~~opportunities ~~with~~in ~~both~~the ~~existing~~resource ~~and~~sector. ~~evolving~~Any ~~standards~~business ~~for~~opportunity ~~public~~would ~~companies~~require our management to perform diligence on possible acquisitions. During this period, ~~which~~we will ~~lead~~need to ~~increased~~maintain ~~general~~our ~~and~~periodic ~~administrative~~filings ~~expenses~~with ~~and~~the aappropriate ~~diversion~~regulatory ofauthorities ~~management~~and ~~time~~will incur legal and ~~attention~~accounting ~~from~~costs. ~~revenue~~In ~~generating~~the ~~activities~~event tono ~~compliance~~other ~~activities.~~such ~~SHOULD~~opportunities ~~ONE~~are ORavailable ~~MORE~~and OFwe ~~THE~~cannot ~~FOREGOING~~raise ~~RISKS~~additional ORcapital ~~UNCERTAINTIES~~to ~~MATERIALIZE~~sustain operations, ORwe ~~SHOULD~~may ~~THE~~be ~~UNDERLYING~~forced ~~ASSUMPTIONS~~to ~~PROVE~~discontinue ~~INCORRECT,~~business. ~~ACTUAL~~We ~~RESULTS~~do ~~MAY~~not ~~DIFFER~~have ~~SIGNIFICANTLY~~any ~~FROM~~specific ~~THOSE~~alternative ~~ANTICIPATED,~~business ~~BELIEVED,~~opportunities ~~ESTIMATED,~~in ~~EXPECTED,~~mind ~~INTENDED~~and ORhave ~~PLANNED~~not 17planned for any such contingency. 15

~~ITEM~~Due ~~1B.~~to ~~UNRESOLVED~~our ~~STAFF~~lack ~~COMMENTS~~of operating history and present limited revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. ~~Not~~The ~~applicable~~auditors base this opinion without knowledge of the history of Malecon Pharmacy, Inc. ~~ITEM~~Overview 2VitaCig, Inc. ~~PROPERTIES~~(the “Company”) was incorporated under the laws of the state of Nevada on January 22, 2014. We ~~currently~~serve ~~lease~~as a technology company which manufactures and retail nicotine-free cigarettes that are pre-packaged with vitamins, nutrients, and generic pharmaceuticals. We established our ~~office~~fiscal ~~facilities~~year end as April 30. ~~Rent~~We ~~expenses~~were ~~totaled~~originally $6a wholly-owned subsidiary of mCig,~~637~~ ~~and~~Inc. $0On February 24, 2014, we entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement we accepted the contribution by mCig, Inc. of specific assets consisting solely of pending trademarks for the ~~fiscal~~term ~~years~~“VitaCig” ~~2015~~filed with the USPTO and ~~2014~~$500 in cash as contribution in exchange for 500,135,000 ~~respectively~~shares ~~which~~of atcommon capital stock representing 100% of the ~~time~~issued ~~included~~and outstanding shares of our ~~facility~~company. ~~located~~On November 28, 2014, mCig completed the spin-off of 54.1% of VitaCig, Inc. On June 17, 2016 VitaCig acquired Malecon Pharmacy, Inc., in ~~Falls~~a ~~Church~~Stock Exchange Agreement. VitaCig issued LX Retail Group, ~~Virginia~~LLC ~~and~~575,000,000 ~~our~~common ~~office~~shares of stock in ~~Beverly~~exchange ~~Hills~~for 100% of the stock of Malecon Pharmacy, ~~California~~Inc. ~~All~~Malecon Pharmacy, Inc., operates as a subsidiary of ~~our~~VitaCig, ~~facilities~~Inc. ~~are~~Malecon ~~leased~~Pharmacy ~~from~~is ~~non~~a premiere anti-~~affiliated~~aging ~~parties~~cream manufacturer, wholesaler, and distributor. WeOn ~~consider~~June ~~these~~22, ~~properties~~2016 ~~adequate~~VitaCig sold its eCig business element to mCig, Inc., in exchange for ~~our~~the ~~current~~return ~~operational~~to ~~needs~~treasury stock 172,500,000 shares of VitaCig stock and the reduction of the outstanding amount owed by Vitacig, Inc., ~~ITEM~~to 3mCig, Inc., ~~LEGAL~~the ~~PROCEEDINGS~~amount of $122,394. ~~From~~As ~~time~~a result of this transaction, VitaCig, Inc., became a holding company in which it has one wholly owned subsidiary, Malecon Pharmacy, Inc. On August 9, 2016 the Company changed its name from “VitaCig, Inc.” to ~~time~~“Omni Health, weInc.”. ~~may~~Overview ~~become~~of ~~involved~~Malecon Pharmacy, Inc. Malecon Pharmacy, Inc., (“Malecon”) was incorporated under the laws of the state of Florida on October 25, 1974. We serve as a local pharmacy in ~~various~~Hialeah, ~~lawsuits~~Florida, the sixth largest city in the state and ~~legal~~a ~~proceedings~~principal ~~that~~city ~~arise~~of the Miami Metropolitan area. Hialeah has the highest percentage of Cuban and Cuban American residents in the ~~ordinary~~USA, ~~course~~with 74% of ~~business~~the population. ~~However~~Roughly 92% of the city’s population speak Spanish at home. With more than 40 years of service to the community, ~~litigation~~providing pharmacy services, Malecon is ~~subject~~a neighborhood “go to” ~~inherent~~operation ~~uncertainties~~for product and anservices. ~~adverse~~Plan ~~result~~of inOperations ~~these~~The orCompany’s ~~other~~current ~~matters~~plan ~~may~~of ~~arise~~operations is significantly different from ~~time~~its Results of Operations. Subsequent to ~~time~~the ~~that~~reporting ~~may~~period, ~~harm~~the ~~our~~Company acquired 100% of Malecon Pharmacy and sold off its business of VitaCig, the e-Cig business. WeIn ~~are~~addition ~~currently~~to ~~not~~continued ~~aware~~support of ~~any~~its ~~such~~Pharmacy ~~legal~~operations ~~proceedings~~in orHialeah, ~~claims~~Florida, ~~that~~the weCompany ~~believe~~is ~~will~~looking ~~have~~to aexpand ~~material~~its ~~adverse~~operations ~~effect~~both onvertically ~~our~~and ~~business,~~horizontally. ~~financial~~The ~~condition~~Company oris looking to acquire additional pharmacies operating ~~results.~~in ~~ITEM~~its 4.sphere ~~MINE~~of ~~SAFETY~~influence ~~DISCLOSURES.~~growing ~~Not~~its ~~applicable~~footprint to additional communities. 1816

PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. (a) Market Information Since January 2015, our common stock has been quoted on the OTC Markets under the symbol VTCQ. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported by the OTC Markets. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
	Period	High		Low
	January 7, 2015 through January 31, 2015	$	0.0720	$	0.0410
	February 1, 2015 through April 30, 2015	$	0.0750	$	0.0185
The closing price of our common stock as reported on the OTC Markets was $0.02 on August 6, 2015. (b) Holders As of August 10, 2015, there were approximately53 owners of record for our common stock. This does not include an indeterminate number of stockholders whose shares may be held by brokers in street name. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. Transfer Agent and Registrar Our independent stock transfer agent is ClearTrust LLC, 16540 Pointe Village Dr, Ste 206, Lutz, FL 33558. (c) Dividends We have never paid or declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the expansion of our business, and we do not anticipate paying any cash dividends for the foreseeable future following this offering. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. In addition, the terms of any future debt or credit facility may preclude us from paying dividends. (d) Securities Authorized for Issuance under Equity Compensation Plans The Company currently does not have any equity compensation plans. 19

Additionally, the company is looking to expand its reach by adding new insurance contracts and working with the Obama Healthcare initiative within the communities.

The Company is also seeking additional sales growth through acquisitions of similar business opportunities.

Results of Operations

Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.

The results of operation discussed are for the VitaCig business through April 30, 2016. When we discuss future projections and opportunities we refer to Malecon business.

Our operating results and cash flows are presented for the fiscal years ending April 30, 2015 and April 30, 2016.

Recent Sales of Unregistered Securities In the three months ended April 30, 2015, we have not issued any unregistered securities. Issuer Purchases of Equity Securities None. ITEM 6. SELECTED FINANCIAL DATA. We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein. Further, this MD&A should be read in conjunction with the Company’s Financial Statements and Notes to Financial Statements included in this Annual Report on Form 10-K for the years ended April 30, 2015 and 2014, as well as the “Business” and “Risk Factors” sections within this Annual Report on Form 10-K. The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles. Management’s Discussion and Analysis may contain various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-K, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company has adopted the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements. Any future equity financing will cause existing shareholders to experience dilution of their interest in our Company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. Any business opportunity would require our management to perform diligence on possible acquisitions. 20


	For the year ended		For the year ended
	April 30,		April 30,
	2016		2015
Revenue	$	213,686	$	376,001
Cost of Goods Sold		184,718		206,534
Gross Profit		28,968		169,497
Expenses		563,000		203,187
Net Loss	$	(534,032)	$	(33,720)

~~During~~Critical ~~this~~Accounting ~~period,~~Policies weOur ~~will~~discussion ~~need~~and toanalysis ~~maintain~~of our ~~periodic~~financial ~~filingswith~~condition ~~the appropriate regulatory authorities~~ and ~~will~~results ~~incur~~of ~~legal~~operations ~~and accounting costs. In the event no other such opportunities~~ are ~~available~~based ~~and~~upon weour ~~cannot~~financial ~~raise additional capital to sustain operations~~statements, wewhich ~~may be forced to discontinue business. We do not~~ have ~~any~~been ~~specific~~prepared ~~alternative business opportunities~~ in ~~mind~~accordance ~~and~~with ~~have~~accounting ~~not~~principles ~~planned~~generally ~~for~~accepted ~~any~~in ~~such~~the ~~contingency~~United States. ~~Due~~The topreparation ~~our lack~~ of ~~operating~~these ~~history~~financial ~~and~~statements ~~present~~requires ~~limited~~us ~~revenues,~~to ~~our~~make ~~auditors~~estimates ~~have~~and ~~stated~~judgments ~~their opinion~~ that ~~there~~affect ~~currently exists substantial doubt about our ability to continue as a going concern. Overview VitaCig, Inc. (~~the ~~“Company”)~~reported ~~was~~amounts ~~incorporated under the laws~~ of ~~the state of Nevada on January 22~~assets, ~~2014. We serve as a technology company which manufactures and retail nicotine-free cigarettes that are pre-packaged with vitamins~~liabilities, ~~nutrients,~~revenues and ~~generic pharmaceuticals~~expenses. ~~We established our fiscal year end as April 30. We were originally a wholly-owned subsidiary of mCig, Inc.~~ On ~~February~~an ~~24,~~ongoing ~~2014~~basis, we ~~entered~~evaluate ~~into~~our ~~a Contribution Agreement with mCig~~estimates, ~~Inc.~~including Inthose ~~accordance~~related ~~with~~to ~~this~~uncollectible ~~agreement we accepted the contribution by mCig~~receivables, ~~Inc.~~inventory ~~of specific assets consisting solely of pending trademarks for the term “VitaCig” filed with the USPTO and $500 in cash as contribution in exchange for 500~~valuation,~~135,000~~ ~~shares~~deferred ofcompensation ~~common capital stock representing 100% of the issued~~ and ~~outstanding~~contingencies. ~~shares~~We ofbase our ~~company.~~estimates Onon ~~November~~historical ~~28,~~performance ~~2014,~~and ~~mCig~~on ~~completed~~various ~~the~~other ~~spin-off~~assumptions ofthat ~~54.01% of VitaCig, Inc. (the “Spin-off”) (See Note 9: Stockholders’ Equity). Plan of Operations On April 15, 2014,~~ we ~~officially~~believe ~~launched~~to ~~our~~be ~~flagship~~reasonable ~~product~~under the ~~“VitaCig”~~circumstances. ~~Over~~These ~~the~~estimates ~~next~~allow ~~twelve~~us ~~months,~~to ~~our~~make ~~management~~judgments ~~has~~about the ~~following~~carrying ~~plan~~values of ~~operation:~~assets 1.and ~~Raise~~liabilities ~~Prices~~that –are Onnot ~~June~~readily ~~10th,~~apparent ~~2014, we raised the price of the VitaCig~~ from $2other ~~each to $3 each and saw an increase in demand~~sources. We ~~will~~believe ~~consider additional price increases over~~ the ~~course~~following ofaccounting ~~2015.~~policies 2.are ~~Billboard Marketing – Over the next six months, we will have several billboards advertising~~ our ~~products~~critical ~~deployed~~accounting inpolicies ~~Manhattan,~~because ~~Brooklyn,~~they ~~and~~are ~~San~~important ~~Francisco. We believe, but cannot provide assurances, that these billboards will drive traffic~~ to our website and social media increasing brand awareness and contributing to sales growth. 3. Celebrity Endorsements – Our company’s largest shareholder, mCig, Inc. is in active negotiations with several celebrities for the ~~endorsements~~portrayal of our ~~products.~~financial ~~These~~condition ~~endorsements~~and ~~are~~results ~~invaluable~~of tooperations ~~our company~~ and wethey ~~believe,~~require ~~but~~critical ~~cannot~~management ~~provide~~judgments ~~assurances, that these endorsements will drive traffic~~ and ~~sales~~estimates ~~growth.~~about ~~There~~matters ~~are however no guarantees~~ that wemay ~~will~~ be ~~able to obtain celebrity endorsements~~uncertain. 4.If ~~Retail~~actual ~~Store~~results ~~Distribution~~or –events ~~Our~~differ ~~management~~materially isfrom ~~preparing~~those ~~for~~contemplated ~~the~~by ~~deployment~~us ofin amaking ~~retail~~these ~~marketing strategy. To that end~~estimates, weour ~~have~~reported ~~designed~~financial ~~retail~~condition ~~stands~~ and ~~boxes~~results toof beoperations ~~distributed to stores that show interests in our products. We have also acquired an exclusive global UPC barcode~~ for ~~our~~future ~~product~~periods incould ~~anticipation~~be ofmaterially ~~this foray~~affected. 2117

5.Revenue ~~Chain~~Recognition ofRevenues ~~Custody~~are ~~Standards~~presented –net Weof ~~have~~discounts. ~~implemented~~In ~~Chain~~general, ofwe ~~Custody~~recognize ~~standards~~revenue ~~with~~when ~~our~~(i) ~~third-party~~persuasive ~~manufacturing~~evidence ~~facilities.~~of ~~Specifically~~an arrangement exists, ~~each~~(ii) ~~batch~~delivery ofhas ~~our~~occurred ~~ingredients~~or isservices ~~marked,~~have ~~tested,~~been ~~and~~rendered ~~disclosed~~to onthe ~~each~~customer, ~~individual~~(iii) ~~packaging~~the ~~with~~fee anis ~~expiration~~fixed ~~date~~or asdeterminable, ~~well~~and as(iv) acollectability ~~batch~~is ~~number.~~reasonably 6assured. ~~Independent~~Where ~~Lab~~arrangements ~~Testing~~have –multiple Inelements, ~~May~~revenue ~~2014,~~is weallocated ~~engaged~~to ~~Intertek~~the ~~Group,~~elements ~~PLC~~based ~~for~~on the ~~purpose~~relative ofselling ~~independently~~price ~~testing~~method ~~our ingredients~~ and ~~products~~revenue ~~for~~is ~~any~~recognized ~~potential~~based ~~hazardous~~on ~~compounds.~~our 7.policy ~~Supplemental~~for ~~Nutritional~~each ~~Labeling~~respective –element. ~~Based~~We ongenerate ~~the~~revenue ~~independent~~primarily ~~testing~~from sales of ~~our~~the ~~products~~electronic cigarettes, wecomponents ~~have~~for ~~been~~electronic ~~able~~cigarettes toand ~~implement~~related ~~supplemental~~accessories. ~~nutritional~~Amounts ~~labeling~~billed ~~outlining~~or ~~the~~collected ~~ingredients~~in ~~and~~excess ~~potency~~ of ~~our~~revenue ~~vitamins~~recognized ~~and~~are ~~nutrients~~recorded as ~~well~~deferred asrevenue. ~~their~~Revenue ~~daily~~Our ~~values.~~revenue 8.for ~~New~~the ~~Product~~twelve ~~Flavors~~months ~~and~~ended ~~Categories~~April –30, We2016 ~~are~~was ~~preparing~~213,686 compared to ~~launch~~$376,001 ~~several~~for ~~new~~the ~~VitaCig~~year ~~flavors~~ended ~~and~~April ~~categories~~30, ~~targeting~~2015. ~~additional~~Revenues ~~nutritional~~consist ~~applications~~primarily ~~such~~of asresults ~~stress-reduction~~from ~~and~~the ~~skin-improvement.~~sales ~~Management~~of ~~has~~the ~~estimated~~electronic ~~that~~cigarettes, ~~the~~components ~~costs~~for ~~associated~~electronic ~~with~~cigarettes ~~implementation~~and related accessories. Cost of ~~its~~Goods ~~business~~Sold ~~plan~~Our ~~over~~cost of goods sold for the ~~next~~year ~~twelve~~ended ~~months~~April ~~include~~30, ~~but~~2016 ~~are~~was ~~not~~$184,718 ~~limited~~compared to, $~~100~~206,~~000~~534 infor ~~value~~the ~~for~~year ~~Billboards,~~ended ~~$250~~April 30,~~000~~ in2015. ~~value~~The ~~for~~decrease ~~Endorsements~~is ~~(both~~primarily ofdue ~~which~~to ~~expenses~~the ~~will~~decrease bein ~~satisfied~~sales byand ~~means~~the ~~other~~increase ~~than~~in ~~available~~wholesale ~~cash~~distribution ~~expenditure,~~in ~~such~~which ~~as,~~margins ~~but~~are not ~~limited~~as ~~to,~~good ~~equity~~as orretail ~~profit~~sales. ~~sharing~~Gross ~~arrangements),~~Profit ~~$100,000~~Our Gross Profit for ~~Retail~~the ~~Stock~~twelve ~~Distribution~~months ended April 30, ~~and~~2016 was $2528,~~000~~968 compared to $169,467 for ~~Lab~~the ~~Testing.~~year ~~Management~~ended ~~estimates~~April ~~that~~30, ~~funding~~2015. The gross profit of $~~475~~169,~~000~~467 ~~will~~for bethe ~~needed~~twelve tomonths ~~implement~~ended ~~the~~April ~~business~~30, ~~plan.~~2015 Inrepresents ~~the~~45% ~~event~~as ~~funding~~a ispercentage ~~not~~of ~~realized,~~total ~~the~~revenue. ~~business~~The ~~plan~~gross ~~may~~profit ~~need~~of to$28,968 befor ~~reduced~~the oryear ~~curtailed.~~ended ~~However~~April 30, in2016 ~~anticipation~~represents 14% as a percentage of ~~implementing~~total ~~our~~revenue. ~~business~~This ~~plan,~~decrease wein ~~are~~the ~~currently~~gross ~~implementing~~profit ~~small~~is ~~pilot-scale~~primarily ~~store~~attributed ~~distribution~~to inthe ~~Vermont,~~reduction ~~Virginia,~~of sales and ~~North~~the ~~Dakota.~~increase Wein ~~are~~wholesale ~~currently~~distribution ~~development~~versus ~~two~~retail ~~new~~sales. ~~flavors~~Operating ~~with~~Expenses ~~the~~Our ~~intent,~~operating ~~although~~expenses weincreased ~~cannot~~by ~~guarantee~~$359,813 to ~~release~~$563,000 ~~those~~for ~~flavors~~the intwelve ~~2015~~months ~~and~~ended April 30, 2016., ~~Results~~from of$203,187 ~~Operations~~for ~~Substantial~~the ~~positive~~year ~~and~~ended ~~negative~~April ~~fluctuations~~30, ~~can~~2015. ~~occur~~The inincrease ~~our~~was ~~business~~primarily due to astock ~~variety~~based compensation of ~~factors~~$441,406. ~~including~~Our ~~variations~~total inoperating ~~the~~expenses ~~economy,~~for ~~and~~ the ~~abilities~~twelve tomonths ~~raise~~ended ~~capital.~~April As30, a2016 ~~result~~of $563,000 ~~net~~consisted ~~income~~of ~~and~~$23,950 ~~revenues~~of inprofessional afees, ~~particular~~$441,406 ~~period~~of ~~may~~stock ~~not~~based becompensation, ~~representative~~$42,097 of ~~full~~consulting ~~year~~fees, ~~results~~$54,081 ~~and~~of ~~may~~general ~~vary~~and ~~significantly~~administrative inexpenses, ~~this~~and ~~early~~$1,466 ~~stage~~ of ~~our~~amortization ~~operations~~expenses. InOur ~~addition~~general ~~results~~and ofadministrative ~~operations,~~expenses ~~which~~consist ~~may~~of ~~fluctuate~~bank incharges, ~~the~~advertising, ~~future~~travel, ~~may~~telephone beexpenses, ~~materially~~meals ~~affected~~and byentertainments, ~~many~~computer ~~factors~~and ofinternet aexpenses, ~~national~~postage and ~~international nature~~delivery, ~~including~~office ~~economic~~supplies and ~~market~~other ~~conditions,~~expenses. ~~currency~~Net ~~values,~~loss ~~inflation,~~Our ~~the~~net ~~availability~~loss ofincreased ~~capital~~to $534,032 for the ~~level~~year ofended ~~volatility~~April of30, ~~interest~~2016 ~~rates~~from $33,720 for the ~~valuation~~twelve ofmonths ~~security~~ending ~~positions~~April ~~and~~30, ~~investments~~2015. ~~and~~The ~~legislative~~increase ~~and~~in ~~regulatory~~net ~~developments.~~loss ~~Our~~compared ~~results~~to ofthe ~~operations~~prior ~~also~~year ~~may~~is beprimarily ~~materially~~a ~~affected~~result byof ~~competitive~~stock ~~factors~~based compensation and ~~our~~consulting ~~ability~~fees towith ~~attract~~moderate decreases in general and ~~retain~~administrative ~~highly~~costs ~~skilled~~and ~~individuals~~professional fees. 2218

Our operating results and cash flows are presented for the period ended January 22, 2014 to April 30, 2014 and for the year ended April 30, 2015.
				For the Period from
		For the year ended		January 22, 2014 to
		April 30, 2015		April 30,
		2015		2014
	Revenue	$	376,001	$	11,130
	Cost of Goods Sold		206,534		8,498
	Gross Profit		169,467		2,632
	Expenses		203,187		8,977
	Net Loss	$	(33,720)	$	(6,345)
Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe the following accounting policies are our critical accounting policies because they are important to the portrayal of our financial condition and results of operations and they require critical management judgments and estimates about matters that may be uncertain. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operations for future periods could be materially affected. Revenue Recognition Revenues are presented net of discounts. In general, we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Where arrangements have multiple elements, revenue is allocated to the elements based on the relative selling price method and revenue is recognized based on our policy for each respective element. We generate revenue primarily from sales of the electronic cigarettes, components for electronic cigarettes and related accessories. Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue. 23

Liquidity and Capital Resources

Introduction

During the twelve months ended April 30, 2016 because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of April 30, 2016 was $21,834.

Cash Requirements

We had cash available of $21,834 as of April 30, 2016. Based on the revenues of Malecon, we believe that our operations are sufficient to fund operations through the next fiscal year.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of $575,099 for the twelve months ended April 30, 2016, as compared to $18,456 for the year ended April 30, 2015.

Net cash used consisted primarily of the net loss of $534,032, offset by non-cash expenses consisting of $1,466 amortization of intangible assets. Additionally, changes in assets and liabilities consisted of decreases in accounts receivable of $4,708, inventory of $675, and accounts payable of $500, and was offset by an increase in deferred revenue of $35,700 and other receivables of $3,300.

Financing

We had net cash provided by financing activities of $526,417 for the twelve months ended April 30, 2016, as compared to $89,910 for the year ended April 30, 2015. In the twelve months ended April 30, 2016 the net cash provided by financing activities related to $441,405 of stock issuance and $86,012 from a related party loan.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we consider material.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the twelve months ended April 30, 2016 and for the twelve months ended April 30, 2015 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-K.

Revenue Our revenue for the twelve months ended April 30, 2015 was $376,001 compared to $11,130 for the period from January 22, 2014 toApril 30, 2014. Revenues consist primarily of results from the sales of the electronic cigarettes, components for electronic cigarettes and related accessories. Cost of Goods Sold Our cost of goods sold for the period from January 22, 2014 toApril 30, 2015 was $206,534compared to $8,498 for the period from January 22, 2014 toApril 30, 2014. The increase is primarily due to the launch of our product in April 2014. Gross Profit Our gross profit for the twelve months ended April 30, 2015 was $169,467 compared to $2,632 for the period from January 22, 2014 toApril 30, 2014. The gross profit of $169,467 for the twelve months ended April 30, 2015 represents 45% as a percentage of total revenue. The gross profit of $2,632 for the period from January 22, 2014 to April 30, 2014 represents 23.65% as a percentage of total revenue. This increase in the gross profit is primarily attributed to the increase in the selling price of each individual VitaCig, where the price of each unit was increased from $2 to $3 effective June 10th, 2014. Operating Expenses Our operating expenses increased by $194,210 to $203,187 for the twelve months ended April 30, 2015, from $8,977 for the period from January 22, 2014 toApril 30, 2014. The increase was primarily due to the increase in general and administrative expenses as well as an increase in professional fees. Our total operating expenses for the twelve months ended April 30, 2015 of $203,187 consisted of $29,500 of professional fees, $9,502 of travel related expenses, $162,852 of general and administrative expenses, and $1,133 of amortization expenses. Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses. Net loss Our net loss increased to $33,720 for the period from January 22, 2014 toApril 30, 2014 from $6,345for the twelve months ending April 30, 2014. The increase in net loss compared to the prior year is primarily a result of increased general and administrative costs as well as increases in professional fees. Liquidity and Capital Resources Introduction During the twelve months ended April 30, 2015 because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of April 30, 2015 was $70,516. 24

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statement of Stockholders' Equity (Deficit)	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7
20

~~Cash~~REPORT ~~Requirements~~OF WeINDEPENDENT ~~had~~REGISTERED ~~cash~~PUBLIC ~~available~~ACCOUNTING ofFIRM ~~$70,516~~To asthe Board of ~~April~~Directors ~~30,~~and ~~2015.~~shareholders’ ~~Based~~of onOmni ~~our revenues~~Health, ~~cash~~Inc. onWe ~~hand~~have ~~and~~audited ~~current~~the ~~monthly~~accompanying ~~burn~~balance ~~rate,~~sheet ~~around~~of $7VitaCig,~~500,~~ weInc.(“the ~~believe~~Company”) ~~that~~as ~~our~~of ~~operations~~April ~~are~~30, ~~sufficient~~2016 toand ~~fund~~the ~~operations~~related ~~through~~statements ~~December~~of ~~2015.~~operations, ~~Sources~~stockholders’ equity and ~~Uses~~cash offlows ~~Cash~~for ~~Operations~~the Weyear ~~had~~then ~~net~~ended. ~~cash~~These ~~used~~financial instatements ~~operating~~are ~~activities~~the responsibility of ~~$18,456~~the ~~for~~Company’s ~~the~~management. ~~twelve~~Our ~~months~~responsibility ~~ended~~is ~~April~~to ~~30,~~express ~~2015,~~an asopinion ~~compared~~on tothese ~~$10,392for~~financial ~~the~~statements ~~period~~based ~~from~~on ~~January~~our ~~22,~~audit. ~~2014~~We ~~toApril~~conducted ~~30,~~our ~~2014.~~audit ~~Net~~in ~~cash~~accordance ~~used~~with ~~consisted~~the ~~primarily~~standards of the ~~net~~Public ~~loss~~Company ofAccounting ~~$33,720,~~Oversight ~~offset~~Board by(United ~~non-cash~~States). ~~expenses~~Those ofstandards ~~$1,333~~require ~~consisting~~that ofwe ~~amortization~~plan ofand ~~intangible~~perform ~~assets~~the ofaudit ~~$1,333.~~to ~~Additionally,~~obtain ~~changes~~reasonable inassurance ~~assets~~about ~~and~~whether ~~liabilities~~the ~~consisted~~consolidated offinancial ~~decreases~~statements inare ~~accounts~~free ~~receivable~~ of ~~$1,113,~~material ~~inventory~~misstatement. ofThe ~~$49,145,~~Company ~~and~~is ~~accounts~~not ~~payable~~required ofto ~~$67~~have,~~885,~~ ~~offset~~nor bywere anwe ~~increase~~engaged into ~~deferred~~perform, ~~revenue~~an audit of ~~$31,559.~~its ~~Investments~~internal Wecontrol ~~had~~over ~~net~~financial ~~cash~~reporting. ~~used~~Our inaudit ~~investing~~included ~~activities~~consideration of ~~$4,400~~internal ~~for~~control ~~the~~over ~~twelve~~financial ~~months~~reporting ~~ended April 30, 2015,~~ as ~~compared~~a tobasis $0 for ~~the~~designing ~~period~~audit ~~from~~procedures ~~January~~that ~~22,~~are ~~2014~~appropriate ~~toApril~~in 30the circumstances, ~~2014.~~but Innot for the ~~twelve~~purpose ~~months~~of ~~ended~~expressing ~~April~~an ~~30,~~opinion ~~2015~~on the ~~net~~effectiveness ~~cash~~of ~~used~~the byCompany’s ~~investing~~internal ~~activities~~control ~~related~~over ~~capitalized~~financial ~~website development cost~~reporting. ~~Financing~~Accordingly, ~~Our~~we ~~net~~express ~~cash~~no ~~provided~~such byopinion. ~~financing~~An ~~activities~~audit ofalso ~~$89~~includes examining,~~910~~ ~~for~~on ~~the~~a ~~year~~test ~~ended April 30~~basis, ~~2015,~~evidence assupporting ~~compared~~the toamounts ~~$13,854~~and ~~for~~disclosures in the ~~period~~financial ~~from January 22~~statements, ~~2014~~assessing ~~toApril~~the ~~30,~~accounting ~~2014.~~principles ~~Our~~used ~~financing~~and ~~activities~~significant ~~consisted~~estimates ~~primary~~made ofby ~~$94~~management,~~910~~ inas ~~proceeds~~well ~~from~~as ~~related~~evaluating ~~party~~the ~~offset~~overall ~~bythe~~financial ~~repayment~~statement topresentation. ~~related~~We ~~party~~believe ofthat ~~$5,000.~~our ~~Off-Balance~~audit ~~Sheet~~provides ~~Arrangements~~a Wereasonable ~~have~~basis nofor ~~off-balance~~our ~~sheet~~opinion. ~~arrangements~~In ~~that~~our ~~have~~opinion orthe ~~are~~financial ~~reasonably~~statements ~~likely~~referred to ~~have~~above apresent ~~current~~fairly, orin ~~future~~all ~~effect~~material ~~on our financial condition~~respects, ~~changes~~the in financial ~~condition,~~position ~~revenues~~of ~~or expenses~~VitaCig, ~~results~~Inc.as of ~~operations~~April 30, ~~liquidity~~2016, ~~capital~~and ~~expenditures~~the orresults ~~capital~~of ~~resources~~their ~~that~~operations weand ~~consider~~cash ~~material.~~flows ~~Going~~for ~~Concern~~the ~~The~~year ~~Company's~~then ~~financial~~ended, ~~statements~~in ~~are~~conformity ~~prepared~~with ~~using~~U.S. generally accepted accounting principles,. ~~which~~The ~~contemplate~~accompanying ~~the~~financial ~~realization~~statements ofhave ~~assets~~been ~~and~~prepared ~~liquidation~~assuming ofthat ~~liabilities in~~ the ~~normal~~Company ~~course~~will ofcontinue ~~business.~~as ~~Because the business is relatively new and has~~ a ~~short~~going ~~history~~concern. ~~and~~As ~~relatively~~discussed ~~few~~in ~~sales,~~Note no3 ~~certainty~~to ofthe ~~continuation can be stated. The accompanying consolidated~~ financial statements, ~~for~~ the ~~twelve~~Company ~~months~~has ~~ended~~suffered ~~April~~losses ~~30,~~from ~~2015~~operations and ~~from~~has ~~inception~~a onworking ~~January~~capital ~~22,~~deficit ~~2014~~as ~~through~~of April 30, ~~2014~~2015 ~~have~~which ~~been~~raises ~~prepared~~substantial ~~assuming~~doubt ~~that~~about weits ~~will~~ability to continue as a going concern,. ~~which~~Management’s ~~contemplates~~plans ~~the~~concerning ~~realization~~these ofmatters ~~assets~~are ~~and~~also ~~satisfaction~~described ~~of liabilities~~ in ~~the~~Note ~~normal course of business~~3. The ~~Company~~financial ~~has~~statements ~~suffered~~do ~~losses~~not ~~from~~include ~~operations~~any ~~and~~adjustments ~~has~~that amight ~~working~~result ~~capital~~from ~~deficit,~~the ~~which~~outcome ~~raises~~of ~~substantial~~this ~~doubt~~uncertainty. ~~about~~/s/ ~~its~~Weinstein ~~ability~~& toCo. ~~continue~~Miami, asFL aOctober ~~going~~31, ~~concern~~2016 25F-1

~~ITEM~~REPORT ~~7A.~~OF ~~QUANTITATIVE~~INDEPENDENT ~~AND~~REGISTERED ~~QUALITATIVE~~PUBLIC ~~DISCLOSURES~~ACCOUNTING ~~ABOUT~~FIRM ~~MARKET~~To ~~RISK~~the Board of Directors VitaCig, Inc. We ~~are~~have aaudited ~~smaller~~the ~~reporting~~accompanying ~~company~~balance sheet of VitaCig, Inc. (the Company) as of April 30, 2015 and ~~therefore~~the related statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to ~~provide~~have, ~~information~~nor ~~required~~were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by ~~this~~management, ~~Item~~as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of ~~Form~~VitaCig, ~~10-K~~Inc. 26as of April 30, 2015, and the results of their operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. /s/ Sadler, Gibb & Associates, LLC Salt Lake City, UT August 13, 2015 F-2

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
OMNI HEALTH, INC. (Formerly known as VitaCig, Inc.)
	INDEX TO FINANCIAL STATEMENTS
Balance Sheets
	Report of Independent Registered Public Accounting Firm	F-1
	April 30, 2016		April 30, 2015
	Report of Independent Registered Public Accounting Firm	F-2
ASSETS
	Balance Sheets	F-3
Current Assets:
	Statements of Operations and Other Comprehensive Loss	F-4
Cash and cash equivalents	$	21,834	$	70,516
	Statement of Stockholders' Equity (Deficit)	F-5
Accounts receivable		4,708		-
	Statements of Cash Flows	F-6
Inventory		26,641		27,316
	Notes to Consolidated Financial Statements	F-7
Prepaid Expenses		3,300		-
27
Total current assets		56,483		97,832
Intangible assets, net of amortization of $2,799 and $1,333 as of April 30, 2016 and 2015 respectively		1,601		3,067
Total assets	$	58,084	$	100,899
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,000	$	1,500
Deferred revenue		-		35,700
Due to related party		2,000		3,000
Due to related party - MCIG, Inc.		186,276		100,264
Total liabilities		190,276		140,464
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value; 2,000,000,000 shares authorized; 554,551,683 and 500,135,000 shares outstanding as of April 30, 2016 and 2015 respectively		55,455		50,014
Shares issued at spin off, discount from par value.		(49,514)		(49,514)
Additional Paid in Capital (APIC)		435,964		-
Accumulated deficit		(574,079)		(40,065)
Total Stockholders' Deficit		(132,174)		(39,565)
Total Liabilities and Stockholders' Deficit	$	58,084	$	100,899
The accompanying notes are an integral part of these audited financial statements. F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and shareholders’ of VitaCig, Inc. We have audited the accompanying balance sheet of VitaCig, Inc.(“the Company”) as of April 30, 2015 and the related statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of VitaCig, Inc.as of April 30, 2015, and the results of their operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to thefinancial statements, the Company has suffered losses from operations and has a working capital deficit as of April 30, 2015 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Sadler, Gibb & Associates, LLC Salt Lake City, UT August 13, 2015 F-1

OMNI HEALTH, INC. (Formerly known as VitaCig, Inc.)
Statements of Operations


	For the Years Ended
	April 30,		April 30,
	2016		2015


REVENUES	$	213,686	$	376,001
COST OF GOODS SOLD		184,718		206,534
GROSS PROFIT		28,968		169,467

EXPENSES
General and administrative		54,081		168,915
Professional fees		23,950		29,500
Consulting Fees		42,097		3,439
Stock Based Compensation		441,406		-
Amortization		1,466		1,333
Total expenses		563,000		203,187
NET LOSS FROM OPERATIONS		(534,032)		(33,720)

Basic and diluted income (loss) per share	$	( 0.00)	$	( 0.00)

Weighted average shares outstanding - basic and diluted		516,059,526		500,135,000


The accompanying notes are an integral part of these audited financial statements. F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Vitacig Inc. We have audited the accompanying balance sheet of Vitacig Inc. (the "Company") as of April 30, 2014 and the related statements of operations, stockholder’s equity and cash flow from inception (January 22, 2014) to April 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vitacig Inc. as of April 30, 2014 and the result of its operations and its cash flow from inception (January 22, 2014) to April 30, 2014, in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ De Joya Griffith, LLC Henderson, Nevada August 20, 2014 F-2

OMNI HEALTH, INC. (Formerly known as VitaCig, Inc.)
Statements of Changes in Stockholders’ Deficit


			Discount from			Total
	Common Stock		Par Value -		Accumulated	Stockholders'
	Shares	Amount	Spin Off	APIC	Deficit	Deficit
Balance – April 30, 2014	500,135,000	$ 50,014	$ (49,514)	$ -	$ (6,345)	$ (5,845)
Net loss	-	-	-	-	(33,720)	(33,720)
Balance – April 30, 2015	500,135,000	$ 50,014	$ (49,514)	$ -	$ (40,065)	$ (39,565)
Issued as Stock Based Compensation	54,416,683	$ 5,441	-	$ 435,964	-	441,405
Net loss					$ (534,032)	(534,032)
Balance – April 30, 2016	554,551,683	$ 55,455	$ (49,514)	$ 435,964	$ (574,079)	$ (132,174)

The accompanying notes are an integral part of these audited financial statements. F-5

VITACIG, INC.
OMNI HEALTH, INC.
Balance Sheets
(Formerly known as VitaCig, Inc.) Statements of Cash Flows
			April 30, 2015		April 30, 2014
	For the Years Ended
ASSETS
	April 30,		April 30,
Current Assets:
	2016		2015
Cash and cash equivalents			$	70,516	$	3,462
Operating activities:
Accounts receivable				-		1,113
Net loss	$	(534,032)	$	(33,720)
Inventory				27,316		76,461
Adjustments to reconcile net loss to net cash
Total current assets				97,832		81,036
used in operating activities:
Intangible assets, net of amortization of $1,333				3,067		-
Amortization		1,466		1,333
Total assets			$	100,899	$	81,036
Changes in operating assets and liabilities:
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts receivable		(4,708)		1,113
Current liabilities:
Inventory		675		49,145
Accounts payable and accrued expenses			$	1,500	$	69,386
Accounts payable		500		(67,886)
Deferred revenue				35,700		4,141
Other receivable		(3,300)		-
Due to related party				103,264		13,354
Deferred revenue		(35,700)		31,559
Total liabilities				140,464		86,881
Net cash used in operating activities		(575,099)		(18,456)
COMMITMENTS AND CONTINGENCIES
Investing activities:
STOCKHOLDERS' DEFICIT
Capitalized website development costs		-		(4,400)
Common stock, $0.0001 par value; 560,000,000 shares authorized;
Net cash used in investing activities		-		(4,400)
500,135,000 shares outstanding.				50,014		50,014
Financing activities:
Shares issued at spin off, discount from par value.				(49,514)		(49,514)
Issuance of common stock for cash		441,405		-
Accumulated deficit				(40,065)		(6,345)
Proceeds from related party		85,012		94,910
Total Stockholders' Deficit				(39,565)		(5,845)
Repayment to related party		-		(5,000)
Total Liabilities and Stockholders' Deficit			$	100,899	$	81,036
Net cash provided by financing activities		526,417		89,910
The accompanying notes are an integral part of these audited financial statements.
Net increase (decrease) in cash		(45,682)		67,054
Cash, beginning of period		70,516		3,462
Cash, end of period	$	21,834	$	70,516
The accompanying notes are an integral part of these audited financial statements. F-6

OMNI HEALTH, INC. NOTES TO FINANCIAL STATEMENTS Note 1. Organization and Basis of Presentation The accompanying audited financial statements of Omni Health, Inc., formerly known as VitaCig, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Description of Business We were incorporated in Nevada on January 22, 2014. We began as a technology company that was engaged in the manufacturing and retailing of nicotine-free Electronic Cigarettes (“eCigs”) that are pre-packaged with vitamins, nutrients, and generic pharmaceuticals. Generic pharmaceuticals include the dietary supplements: Vitamin A1, B1, C, E, and anti-oxidant ubidecarenone (CO-Q10). The Company was originally formed as a wholly-owned subsidiary of mCig, Inc. On February 24, 2014 the company entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement VitaCig, Inc. accepted the contribution by mCig, Inc. of specific assets consisting solely of pending trademarks for the term “VitaCig” filed with the USPTO and $500 in cash as contribution in exchange for 500,135,000 shares of common capital stock representing 100% of the shares outstanding of the Company. On November 28, 2014, mCig completed the spin-off of 54.1% of VitaCig, Inc. (the “Spin-off”) (See Note 9: Stockholders’ Equity). On June 17, 2016 VitaCig acquired Malecon Pharmacy, Inc., in a Stock Exchange Agreement. VitaCig issued LX Retail Group, LLC 575,000,000 common shares of stock in exchange for 100% of the stock of Malecon Pharmacy, Inc. Malecon Pharmacy, Inc., operates as a subsidiary of VitaCig, Inc. Malecon Pharmacy is a premiere anti-aging cream manufacturer, wholesaler, and distributor. On June 22, 2016 VitaCig sold its eCig business element to mCig, Inc., in exchange for the return to treasury stock 172,500,000 shares of VitaCig stock and the reduction of the outstanding amount owed by Vitacig, Inc., to mCig, Inc., in the amount equal to reducing the outstanding balance to $95,000. As a result of this transaction, VitaCig, Inc., became a holding company in which it has one wholly owned subsidiary, Malecon Pharmacy, Inc. The Company currently maintains its corporate office in Hialeah, Florida. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars. Fiscal Year End The Corporation has adopted a fiscal year end of April 30. F-37

VITACIG, INC.
Statements of Operations
			For the Period from
	For the Years Ended		January 22, 2014 to
	April 30,		April 30,
	2015		2014
REVENUES	$	376,001	$	11,130
COST OF GOODS SOLD		206,534		8,498
GROSS PROFIT		169,467		2,632
EXPENSES
Professional fees		29,500		4,614
General and administrative		172,354		4,363
Amortization		1,333		-
Total expenses		203,187		8,977
NET LOSS FROM OPERATIONS		(33,720)		(6,345)
NET LOSS		(33,720)		(6,345)
Basic and diluted income (loss) per share	$	(0.00)	$	(0.00)
Weighted average shares outstanding - basic and diluted		500,135,000		500,135,000
The accompanying notes are an integral part of these audited financial statements.

Note 2. Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Revenue Recognition

Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured.

The Company recognizes revenue for sales online either direct to consumer or through our Wholesaler, Distributor, Reseller (WDR) program. For online sales, revenue is recognized by the Company at the time of order fulfillment. Since VitaCig collects payment for each online order at the time of sale, the point of shipping revenue recognition method ensures that the Company recognizes the revenue collected within 24-48 hours after the order is received and the funds are collected. Based on the metrics associated with having the actual sales almost equal the revenue collected and recognized, this short lag time between the time when the order is received from the consumer and when the revenue is actually recognized on the Company’s books allow Management to have a better grasp over its inventory and the overall Company progress on a daily basis.

Deferred Revenue

Payments received by the Company in advance are recorded as deferred revenue until the merchandise has shipped to the customer.

Cost of Goods Sold

The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying income statement. For the twelve months ended April 30, 2016 and 2015, there was $22,886 and $3,781, respectively in shipping costs included in cost of goods sold.

Cash and cash equivalents

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes the company concentrates its cash holdings in an account at Bank of America. The Company had no cash equivalents at April 30, 2016 or 2015.

FInventory Inventories are stated at first-4in, first-out method of costing, subject to the lower of cost or market and net realizable value. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. The determination of market value and the estimated volume of demand used in the lower of cost or market analysis require significant judgment.

VITACIG, INC.
April 30, 2016 April 30, 2015
Statements of Changes in Stockholders’ Deficit
Finished goods $ 26,641 $ 27,316
Common Stock Discount from Accumulated Total Stockholders'
Total inventory $ 26,641 $ 27,316
Shares Amount Par Value Deficit Deficit
Balance – Inception, January 22, 2014 - $ - $ - $ - $ -
Common stock issued, $0.0001 par value, on February 24, 2014 500,135,000 $ 50,014 (49,514) - 500
Net loss - - - (6,345) (6,345)
Balance – April 30, 2014 500,135,000 $ 50,014 $ (49,514) $ (6,345) $ (5,845)
Net loss - - - (33,720) (33,720)
Balance – April 30, 2015 500,135,000 $ 50,014 $ (49,514) $ (40,065) $ (39,565)
The accompanying notes are an integral part of these audited financial statements.

~~F-5~~Accounts Receivable The Company’s accounts receivable is primarily from its vendor tasked with accepting all credit card payments for purchases from its customers, are reported at the amount due from the vendor. As of April 30, 2016 there was $17,632. Of this amount $12,924 was held as a reserve by the merchant services account against potential chargebacks and was recorded as Other Liabilities. The Company expects these receivables to be fully collectible, but has created a reserve allowance for doubtful accounts for the period in the amount of $12,924. The Company did not report any accounts receivable from any of its retail customers.

VITACIG, INC.
April 30, 2016 April 30, 2015
Statements of Cash Flows
Account receivable $ 17,632 $ -
For the Period from
Provision for doubtful debts (12,924) -
For the Years Ended January 22, 2014 to
$ 4,708 $ -
April 30, April 30,
2015 2014
Operating activities:
Net loss $ (33,720) $ (6,345)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization 1,333 -
Changes in operating assets and liabilities:
Accounts receivable 1,113 (1,113)
Inventory 49,145 (76,461)
Accounts payable (67,886) 69,386
Deferred revenue 31,559 4,141
Net cash used in operating activities (18,456) (10,392)
Investing activities:
Capitalized website development costs (4,400) -
Net cash used in investing activities (4,400) -
Financing activities:
Issuance of common stock for cash - 500
Proceeds from related party 94,910 13,354
Repayment to related party (5,000) -
Net cash provided by financing activities 89,910 13,854
Net increase (decrease) in cash 67,054 3,462
Cash, beginning of period 3,462 -
Cash, end of period $ 70,516 $ 3,462
The accompanying notes are an integral part of these audited financial statements.

FForeign currency translation The Company’s functional currency and its reporting currency is the United States Dollar. Intangible assets The Company’s intangible assets consist primarily of website development costs. The company is amortizing this cost over three years. (see Note 4 – Intangible Assets). Financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-6for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on 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 require the reporting entity to develop its own assumptions. 29

~~VITACIG,~~The ~~INC.~~three ~~NOTES~~levels TOof ~~FINANCIAL~~the ~~STATEMENTS~~fair ~~Note~~value 1.hierarchy ~~Organization~~are ~~and~~described ~~Basis~~below: ofLevel ~~Presentation~~1—Valuations ~~The~~based ~~accompanying~~on ~~audited~~quoted ~~financial~~prices ~~statements~~for ofidentical ~~VitaCig,~~assets ~~Inc~~and liabilities in active markets., ~~(the~~Level ~~“Company”,~~2—Valuations ~~“we”,~~based ~~“our”),~~on ~~have~~observable ~~been~~inputs ~~prepared~~other than quoted prices included in ~~accordance~~Level ~~with~~1, ~~accounting~~such ~~principles~~as ~~generally~~quoted ~~accepted~~prices for similar assets and liabilities in ~~the~~active ~~United~~markets, ~~States~~quoted ofprices ~~America~~for identical or similar assets and ~~the~~liabilities ~~rules~~in ofmarkets ~~the~~that ~~Securities~~are ~~and~~not ~~Exchange~~active, ~~Commission~~or ~~(“SEC”).~~other ~~Description~~inputs ofthat ~~Business~~are ~~The~~observable ~~Company~~or ~~was~~can ~~incorporated~~be ~~under~~corroborated ~~the~~by ~~laws~~observable ofmarket ~~the~~data. ~~state~~Level of3—Valuations ~~Nevada~~based on ~~January~~unobservable 22inputs reflecting our own assumptions, ~~2014~~consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company isdoes anot ~~technology~~have ~~company~~any assets or liabilities that isare ~~engaged~~required into ~~the~~be ~~manufacturing~~measured and ~~retailing~~recorded ofat ~~nicotine-free~~fair ~~Electronic~~value ~~Cigarettes~~on ~~(“eCigs”)~~a ~~that~~recurring basis. Income taxes Income taxes are ~~pre-packaged~~accounted ~~with~~for ~~vitamins,~~under ~~nutrients,~~the assets and ~~generic~~liability ~~pharmaceuticals~~method. ~~The~~Deferred ~~Company~~tax ~~has~~assets ~~established~~and ~~its~~liabilities ~~fiscal~~are ~~year~~recognized ~~end~~for asthe ~~April~~estimated ~~30.~~future ~~The~~tax ~~Company~~consequences ~~was~~attributable ~~originally~~to ~~formed~~differences asbetween athe ~~wholly-owned~~financial ~~subsidiary~~statements carrying amounts of ~~mCig,~~existing ~~Inc.~~assets Onand ~~February~~liabilities ~~24,~~and ~~2014~~their ~~the~~respective ~~company~~tax ~~entered~~bases ~~into~~and aoperating ~~Contribution~~loss ~~Agreement~~and ~~with~~tax ~~mCig,~~credit ~~Inc~~carry forwards. InDeferred ~~accordance~~tax ~~with~~assets ~~this~~are ~~agreement~~reduced ~~VitaCig,~~by ~~Inc.~~a ~~accepted~~valuation allowance when, in the ~~contribution~~opinion byof ~~mCig~~management, ~~Inc.~~it ofis ~~specific~~more ~~assets~~likely ~~consisting~~than ~~solely~~not ofthat ~~pending~~some ~~trademarks~~portion ~~for~~or all of the ~~term~~deferred ~~“VitaCig”~~tax ~~filed~~assets ~~with~~will ~~the~~not ~~USPTO~~be realized. Deferred tax assets and ~~$500~~liabilities inare ~~cash~~measured asusing ~~contribution~~enacted tax rates in ~~exchange~~effect for ~~500,135,000~~the ~~shares~~year ofin ~~common~~which ~~capital~~those ~~stock~~temporary ~~representing~~differences ~~100%~~are ofexpected ~~the~~to ~~shares~~be ~~outstanding~~recovered ofor ~~the~~settled. Basic and diluted net loss per share The Company. Onfollows ~~November~~ASC ~~28,~~Topic ~~2014,~~260 ~~mCig~~to ~~completed~~account ~~the~~for ~~spin-off~~earnings ofper 54share.~~01%~~ ofBasic ~~VitaCig,~~earnings ~~Inc.~~per ~~(the~~share (“~~Spin-off~~EPS”) ~~(See~~calculations ~~Note~~are 9:determined ~~Stockholders’~~by ~~Equity).~~dividing ~~The~~net ~~Company~~loss ~~currently~~by ~~maintains~~the ~~its~~weighted ~~corporate~~average ~~office~~number inof ~~Beverly~~shares ~~Hills,~~of ~~California.~~common ~~During~~stock ~~the~~outstanding ~~twelve~~during ~~months~~the ~~ended~~year. ~~April~~Diluted ~~30,~~earnings ~~2015~~per ~~and~~share ~~from~~calculations ~~inception~~are ondetermined ~~January~~by ~~22,~~dividing ~~2014~~net ~~through~~income ~~April~~by ~~30,~~the ~~2014,~~weighted ~~the~~average ~~advertising~~number ~~costs~~of ~~were~~common ~~$3,235~~shares and ~~$0,~~dilutive ~~respectively.~~common ~~Note~~share 2equivalents outstanding. ~~Summary~~During ofperiods ~~Significant~~when ~~Accounting~~common ~~Policies~~stock ~~Use~~equivalents, ofif ~~estimates~~any, ~~The~~are ~~preparation~~anti-dilutive ofthey ~~financial~~are ~~statements~~not considered in ~~conformity~~the ~~with~~computation. ~~GAAP~~There ~~requires~~is ~~management~~no topotential ~~make~~dilutive ~~estimates~~security ~~and~~as ~~assumptions~~of ~~that~~April ~~affect~~30, ~~the~~2016 ~~reported~~or ~~amounts~~2015. Concentration of ~~assets,~~Credit ~~liabilities~~Risk ~~and~~Financial ~~disclosures~~instruments, ofwhich ~~contingent~~potentially ~~assets~~subject ~~and~~us ~~liabilities~~to atconcentrations ~~the date~~ of ~~the~~credit ~~financial~~risk, ~~statements~~consist ~~and~~principally ~~reported amounts~~ of ~~revenues~~cash and ~~expenses~~trade ~~during~~receivables. ~~the~~Concentrations ~~reporting~~of ~~period.~~credit ~~Management~~risk ~~bases~~with ~~its~~respect ~~estimates~~to ontrade ~~historical~~receivables ~~experience~~are ~~and~~limited ondue ~~various~~to ~~assumptions~~the clients that ~~are~~comprise ~~believed~~our tocustomer bebase ~~reasonable~~and ~~under~~their ~~the~~dispersion ~~circumstances,~~across ~~the~~different ~~results~~business ofand ~~which~~geographic ~~form~~areas. ~~the~~We ~~basis~~estimate ~~for~~and ~~making~~maintain ~~judgments~~an ~~about~~allowance ~~the~~for ~~carrying~~potentially ~~values~~uncollectible ofaccounts ~~assets~~ and ~~liabilities~~such ~~that~~estimates ~~are~~have ~~not~~historically ~~readily~~been ~~apparent~~within ~~from~~management's ~~other sources~~expectations. ~~The~~Our ~~most~~cash ~~significant~~balances ~~estimates~~are ~~include:~~maintained ~~sales~~in ~~returns~~accounts ~~and~~held ~~other~~by ~~allowances;~~major ~~allowance~~banks ~~for~~and ~~doubtful~~financial ~~accounts;~~institutions ~~valuation~~located ofin ~~inventory;~~the ~~valuation~~United ~~and~~States. ~~recoverability~~The ofCompany ~~long-lived~~may ~~assets;~~occasionally ~~property~~maintain ~~and~~amounts ~~equipment;~~on ~~contingencies;~~deposit ~~and~~with ~~income~~a ~~taxes.~~financial Oninstitution athat ~~regular~~are ~~basis,~~in ~~management~~excess ~~reviews~~of ~~its~~the ~~estimates~~federally ~~utilizing~~insured ~~currently~~limit ~~available~~of ~~information~~$250,000. ~~changes~~The inrisk ~~facts~~is ~~and~~managed ~~circumstances,~~by ~~historical~~maintaining ~~experience~~all ~~and~~deposits ~~reasonable~~in ~~assumptions.~~high ~~After~~quality ~~such~~financial ~~reviews,~~institutions. ~~and~~The ifCompany ~~deemed~~had ~~appropriate,~~no ~~those~~deposits ~~estimates~~in ~~are~~excess ~~adjusted~~of ~~accordingly.~~federally ~~Actual~~insured ~~results~~limits ~~could~~at ~~differ~~April ~~from~~30, ~~those~~2016 ~~estimates~~and 2015. ~~F-7~~30

Revenue Recognition Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. The Company recognizes revenue for sales online either direct to consumer or through our Wholesaler, Distributor, Reseller (WDR) program. For online sales, revenue is recognized by the Company at the time of order fulfillment. Since VitaCig collects payment for each online order at the time of sale, the point of shipping revenue recognition method ensures that the Company recognizes the revenue collected within 24-48 hours after the order is received and the funds are collected. Based on the metrics associated with having the actual sales almost equal the revenue collected and recognized, this short lag time between the time when the order is received from the consumer and when the revenue is actually recognized on the Company’s books allow Management to have a better grasp over its inventory and the overall Company progress on a daily basis. Deferred Revenue Payments received by the Company in advance are recorded as deferred revenue until the merchandise has shipped to the customer. Cost of Goods Sold The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying income statement.For the twelve months ended April 30, 2015, there was $3,781 in shipping costs included in cost of goods sold. Cash and cash equivalents The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes the company concentrates its cash holdings in an account at Bank of America. The Company had no cash equivalents at April 30, 2015 or 2014. Inventory Inventory consists of finished product, VitaCig electronic vaporizing cigarettes valued at the lower of cost or market valuation under the first-in, first-out method of costing.
		April 30, 2015		April 30, 2014
	Finished goods	$	27,316	$	76,461
	Total inventory	$	27,316	$	76,461
Accounts Receivable The Company’s accounts receivable is primarily from its vendor tasked with accepting all credit card payments for purchases from its customers, are reported at the amount due from the vendor. Due to the nature of these funds, the Company expects these receivables to be fully collectible and therefore has not estimated an allowance for doubtful accounts for the period. The Company did not report any accounts receivable from any of its retail customers. The Company doesn’t anticipate an accounts receivable balance going forward, since they switched to a new vendor during the next fiscal quarter that no longer requires a withholding on any of the credit card purchases. F-8

Impairment of Long-lived Assets

The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, “Accounting for the Impairment of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During 2016 and 2015, there have been no impairment losses.

Recent accounting pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company.

Note 3. Going Concern

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the twelve months ended April 30, 2016 and April 30, 2015 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern.

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

~~Adertising~~Note ~~Costs and Expense Advertising costs are expensed as incurred~~4. During the twelve months ended April 30, 2015 and from inception on January 22, 2014 through April 30, 2014 the advertising costs were $3,235 and $0, respectively. Foreign currency translation The Company’s functional currency and its reporting currency is the United States Dollar. Intangible assets: ~~The Company’s intangible assets consist primarily of website development costs. The company is amortizing these cost over three years. (see Note 4 –~~ Intangible Assets). Financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on 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 require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1—Valuations based on quoted prices for identical assets ~~and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1~~, ~~such~~net asconsisted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Income taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of ~~existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in~~ the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. F-9following:

Basic and diluted net loss per share The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There is no potential dilutive security as of April 30, 2015 or 2014. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had no deposits in excess of federally insured limits at April 30, 2015 and 2014. Impairment of Long-lived Assets The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, “Accounting for the Impairment of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During 2015 and 2014, there have been no impairment losses. Recent accounting pronouncements The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company. Note 3. Going Concern The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the twelve months ended April 30, 2015 and from inception on January 22, 2014 through April 30, 2014 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. F-10

		As of
		April 30, 2015
	Weighted Average Useful Life (in Years)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
		$	$	$
Finite lived intangible assets
Internet website	3	4,400	(1,333)	3,067
Total identifiable intangible assets		4,400	(1,333)	3,067

The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. Note 4.Intangible assets: Intangible assets, net consisted of the following:
			As of
			2015		2014
			April 30, 2016
Intangible assets		$	4,400	$	-
	WeightedAverageUseful Life(in Years)		Gross Carrying Amount	Accumulated Amortization		Net CarryingAmount
Less amortization			(1,333)		-
			$	$		$
Net intangible assets		$	3,067	$	-
Finite lived intangible assets
Amortization expense on intangible assets was $1,333 and $0for the years ended April 30, 2015 and from inception on January 22, 2014 through April 30, 2014, respectively. The table below represents the estimated amortization of intangible assets for each of the next five years.
Internet website	3		4,400	(2,799)		1,601
Year					Amortization
Total identifiable intangible assets			4,400	(2,799)		1,601
2016					$ 1,467
2017					1,467
2018					133
2019					-
2020					-
Total					$ 3,067
Note 5.Deferred Revenue Deferred revenue was $35,700 and $4,141 for the fiscal year ended April 30, 2015 and from inception on January 22, 2014 through April 30,2014, respectively. Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue. Note 6. Related Parties and Related Party Transactions As of April 30, 2015, mCig, Inc. advanced the Company the amount of $100,264 for professional fees and inventory purchase, and it was recorded as due to related party. F-11

AsAmortization ofexpense ~~April~~on ~~30,~~intangible ~~2015,~~assets ~~Paul~~was ~~Rosenberg advanced the Company the amount of~~ $31,~~000~~466 ~~for accounting fees. It was recorded as due to related party. Note 7. Commitments~~ and ~~Contingencies None Note 8. Trademarks and Patents On January 18~~$1,333 ~~2014,~~for the ~~Company~~years ~~applied~~ended ~~for~~April ~~trademark name registration~~30, ~~“VitaCig”,~~2016 ~~with the United States Patent~~ and ~~Trademark Office. TEAS plus application's serial number: 86169368. As at~~ April 30, 2015, ~~the application is pending for approval~~respectively. ~~Note 9. Stockholders’ Equity (Deficit)~~ The ~~authorized~~table ~~capital~~below ~~stock~~represents of the ~~Company~~estimated ~~consists~~amortization of ~~560,000,000~~intangible shares of Common Stock, par value $.0001 per share. On February 24, 2014, the Company entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement, VitaCig, Inc. accepted the contribution by mCig, Inc. of specific assets ~~consisting solely of pending trademarks~~ for ~~the~~each ~~term “VitaCig” filed with the USPTO on January 18, 2014, and $500 in cash as contribution in exchange for 500,135,000 shares~~ of ~~common capital stock representing 100% of~~ the ~~shares~~next ~~outstanding~~five ~~of the Company~~years. On November 28, 2014, mCig completed the spin-off of 54.01% of VitaCig, Inc. (the “Spin-off). During the twelve months ended April 30, 2015, there have been no issuances of common stock. Note 10. Stock Option and Warrant Activity As of April 30, 2015 and 2014, there were no warrants or options issued or outstanding to acquire any additional shares of common stock. F-12

Note 11. Income Taxes The Company’s income tax expense for the periods presented in the statements of operations represents minimum California franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:
Year		Amortization
	2015		2014
2016		$ 1,467
Statutory federal income tax rate	34.0%		34.0%
2017		134
State income taxes, net of federal taxes	6.0%		6.0%
2018		-
Non-deductible items	(1.0)%		(1.0)%
2019		-
Valuation allowance	(39.0)%		(39.0)%
2020		-
Effective income tax rate	0.0%		0.0%
Total		$ 1,601
The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.
The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:	2015		2014
Deferred tax asset	12,955		2,220
Valuation allowance	(12,955)		(2,220)
Net deferred taxes	-		-
At April 30, 2015 and 2014, the Company had net operating loss carry forwards available to offset future taxable income of approximately $12,955 and $2,220, respectively. These carry forwards will begin to expire in the year ending December 31, 2026. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a change in ownership analysis since its inception in 2007 and, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from past ownership changes, and ownership changes occurring after April 30, 2015, that could result in the expiration of the loss carry forwards before they are utilized. The nature of the components of the deferred tax asset is entirely attributable to the Net operating loss carry-forwards incurred by the Company less any permanent differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $12,955 on the deferred tax assets relating to these NOL carryforwards. F-13

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors. At April 30, 2015 and 2014, deferred tax assets have been fully offset by a valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction, and with the State of California. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 2014 through 2015 due to net operating losses that are being carried forward for tax purposes. The Company does not have any uncertain tax positions or unrecognized tax benefits at April 30, 2015 or 2014. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. Note 12. Basic Loss per Share Basic Loss Per Share - The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period.
	April 30
		2015		2014
Net loss	$	(33,720)	$	(6,345)
Basic loss per common share	$	(0.00)	$	(0.00)
Basic weighted average
Number of shares outstanding		500,135,000		500,135,000
The computation of basic loss per common share is based on the weighted average number of shares outstanding during the year. Note 13. Subsequent Events As of the date of this filing, there are no subsequent events to report. F-14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2015. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures. As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
28

Note 5. Deferred Revenue

Deferred revenue was $0 and $35,700 for the fiscal year ended April 30, 2016 and April 30, 2015, respectively. Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue.

Note 6. Related Parties and Related Party Transactions

As of April 30, 2016, mCig, Inc. advanced the Company the amount of $186,276 for professional fees and inventory purchase, and it was recorded as due to related party.

As of April 30, 2016, Paul Rosenberg advanced the Company the amount of $2,000 for accounting fees. It was recorded as due to related party.

As of April 30, 2015, mCig, Inc. advanced the Company the amount of $100,264 for professional fees and inventory purchase, and it was recorded as due to related party.

As of April 30, 2015, Paul Rosenberg advanced the Company the amount of $3,000 for accounting fees. It was recorded as due to related party.

Note 7. Commitments and Contingencies

As of April 30, 2016 there were no commitments and contingencies.

Note 8. Trademarks and Patents

On January 18, 2014, the Company applied for trademark name registration, “VitaCig”, with the United States Patent and Trademark Office. TEAS plus application's serial number: 86169368. On August 19, 2014 the application was approved and published.

On October 28, 2015 the Company applied for trademark name registration, “VitaCBD”, with the United States Patent and Trademark Office, application number 86802151. The Company has received comments and is further pursuing this registration.

The trademarks were transferred to mCig, Inc., on June 22, 2016 as part of the sale of the VitaCig e-Cig business.

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of April 30, 2015 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective due to our limited accounting staff. We intend to strengthen these internal controls over the next few months by augmenting our accounting staff. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report in this annual report Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended April 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. On July 27, 2015, Maury Winnick was appointed as our Interim Chief Executive Officer. (See Item 10). 29

Note 9. Stockholders’ Equity (Deficit)

The authorized capital stock of the Company consists of 2,000,000,000 shares of Common Stock, par value $.0001 per share.

On February 24, 2014, the Company entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement, VitaCig, Inc. accepted the contribution by mCig, Inc. of specific assets consisting solely of pending trademarks for the term “VitaCig” filed with the USPTO on January 18, 2014, and $500 in cash as contribution in exchange for 500,135,000 shares of common capital stock representing 100% of the shares outstanding of the Company.

On November 28, 2014, mCig completed the spin-off of 54.1% of VitaCig, Inc. (the “Spin-off).

As of April 30, 2016, the Company was authorized to issue 560,000,000 common shares at a par value of $0.0001. As of April 30, 2015 the Company had issued 500,135,000 common shares. During the year the Company issued 54,416,683 shares of common stock for services rendered. As of April 30, 2016 the total issued and outstanding of common stock was 554,551,683.

Note 10. Stock Option and Warrant Activity

As of April 30, 2016 and 2015, there were no warrants or options issued or outstanding to acquire any additional shares of common stock.

Note 11. Income Taxes

The Company’s income tax expense for the periods presented in the statements of operations represents minimum California franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:

PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The following table sets forth certain information concerning our executive officers and directors as of the date hereof:
		2016	2015
	Name		Age	Position(s)
Statutory federal income tax rate		34.0%	34.0%
	Maury Winnick		48	Interim Chief Executive Officer
State income taxes, net of federal taxes		6.0%	6.0%
	Charles Mathews		51	Chief Financial Officer
Non-deductible items		(1.0)%	(1.0)%
	Paul Rosenberg		46	Director
Valuation allowance		(39.0)%	(39.0)%
Our officers and directors are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal. Maury Winnick has been our Interim Chief Executive Officer since July 2015. From August 2013 to May 2014, Mr. Winnick served as Vice President of Global Sales at Vape World, a reseller of vapor and e-cig products. From February 2010 to June 2013, Mr. Winnick served as Director of International Sales and Domestic Retail for Keratin Complex, a manufacturer and distributor of hair products. From June 2007 to January 2010, Mr. Winnick served as Vice President of Sales for Island Stuff, a consumer products and apparel company. Mr. Winnick earned his diploma in Production Management from the Fashion Institute of Technology in New York and his diploma in Design from the Savannah College of Art and Design in Savannah, Georgia. Charles Mathews has been our Chief Financial Officer since April 7, 2015. Since 2000, Mr. Mathews has been the Managing Partner of Mathews & Mann, LLC, an accounting and business consulting firm in Phoenix, Arizona. On April 7, 2015, Mr. Mathews was appointed as chief Financial Officer of mCig, Inc., a controlling shareholder of the Company. Mr. Mathews is currently the Chief Financial Officer of Café Serendipity Holdings, Inc., a publically traded company providing upscale turnkey retail store solutions. Mr. Mathews has recently held executive financial management positions for a number of public companies in the oil and gas sector. From October 2010 to April 2011, Mr. Mathews was Chief Financial Officer for Global Entertainment Corporation, a publicly traded integrated event and entertainment company that is engaged, through its wholly owned subsidiaries, in sports management, multipurpose events center development, facility and venue management and marketing, and venue ticketing. From December 2007 to March 2009, Mr. Mathews was Chief Financial Officer of Education 2020, a virtual education company focused on students in grades 6-12. From March 2004 to November 2007, Mr. Mathews was Executive Vice President and Chief Financial Officer of Quepasa Corporation, a publicly traded leading Hispanic internet portal. Mr. Mathews, a Certified Public Accountant, earned his B.A. in Business Administration from Alaska Pacific University and an M.B.A. from Arizona State University. 30
Effective income tax rate		0.0%	0.0%

Paul Rosenbergwas appointed as a director of VitaCig, Inc. on January 23, 2014. Mr. Rosenberg, aged 46 is the Founder, CEO, and Chairman of mCig, Inc. formerly known as Lifetech Industries since April 2013. For the past 5 years Mr. Rosenberg has been a private investor focusing on the technology space where he has over two decades of experience as a software engineer specializing in complex distributed systems in C++, Delphi, VB, Java, and Oracle DB projects via his consulting company: PR Data Consulting. Since 1997, Mr. Rosenberg has worked as an independent consultant with both private and public enterprises including: The Federal Deposit Insurance Company (FDIC), The Zennstrom/Friis Group (Kazaa/Skype/Atomico Ventures), and Trust Digital (later sold to Mcafee in 2010), Dell, Inc., Boeing, and Microsoft Inc. as well as several other notable companies. Family Relationships There are no family relationships between or among the above directors, executive officers or persons nominated or charged by us to become directors or executive officers. Board Leadership Structure Mr. Rosenberg currently serves as our chairman of our Board of Directors. Conflicts of Interest Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs. Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations. Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions. 3134

Involvement in Certain Legal Proceedings None of the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any director or officer of the Company:
	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
			a.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
			b.	Engaging in any type of business practice; or
			c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 32

The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.


The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:	2016	2015

Deferred tax asset	91,160	12,955
Valuation allowance	(91,160)	(12,955)
Net deferred taxes	-	-

At April 30, 2016 and 2015, the Company had net operating loss carry forwards available to offset future taxable income of approximately $104,115 and $12,955, respectively. These carry forwards will begin to expire in the year ending December 31, 2026. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a change in ownership analysis since its inception in 2014 and, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from past ownership changes, and the ownership change that occurred on June 22, 2016 and any other ownership changes that may occur after April 30, 2016, that could result in the expiration of the loss carry forwards before they are utilized.

The nature of the components of the deferred tax asset is entirely attributable to the Net operating loss carry-forwards incurred by the Company less any permanent differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $104,115 and $12,955, for the fiscal years ending April 30, 2016 and April 30, 2015, respectively, on the deferred tax assets relating to these NOL carryforwards.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors. At April 30, 2016 and 2015, deferred tax assets have been fully offset by a valuation allowance.

The Company files income tax returns in the U.S. federal jurisdiction, and with the State of California. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 2014 through 2016 due to net operating losses that are being carried forward for tax purposes.

	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
	a.	Any Federal or State securities or commodities law or regulation; or
	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	c.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Committees Our Board of Directors as a whole acts as the audit and compensation committees. Code of Ethics We intend to adopt a code of ethics that applies to our officers, directors and employees. Upon adoption, our code of ethics will be available on our website and will be provided without charge upon request to us. Indemnification of Directors and Officers. Under the Nevada General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our amended and restated articles of incorporation provide that, pursuant to Nevada law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the articles of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director directly or indirectly derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. 33

Company does not have any uncertain tax positions or unrecognized tax benefits at April 30, 2016 or 2015. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively.

Note 12. Basic Loss per Share

Basic Loss Per Share - The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period.

Our bylaws, as amended, provide for the indemnification of our directors and officers to the fullest extent permitted by the Nevada General Corporation Law. We are not, however, required to indemnify any director or officer in connection with any (a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or on behalf of us in the performance of his or her duties as a director or officer. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or officer in connection with that proceeding on receipt of any undertaking by or on behalf of that director or officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under our bylaws or otherwise. We have been advised that, in the opinion of the SEC, any indemnification for liabilities arising under the Securities Act of 1933 is against public policy, as expressed in the Securities Act, and is, therefore, unenforceable. ITEM 11. EXECUTIVE COMPENSATION. The Company was formed on January 22, 2014. No officer or director has received any compensation from the Company since the inception of the Company. Until the Company acquires additional capital, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. The Company has no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future. We have no employment agreements with our officers, although we may enter into such agreements following our receipt of additional capital. The Company does not have a standing compensation committee, audit committee, nomination committee, or committees performing similar functions. We anticipate that we will form such committees of the Board of Directors once we have a full Board of Directors. Employment Agreements We have an employment agreement with the Chief Financial Officer whereby he will be compensated $1,000 per month and receive restricted stock valued at $3,500 per quarter. Other than the Chief Financial Officer, there are no other employment agreements with ourofficers, although we may enter into such agreements following our receipt of additional capital. Director Compensation We currently do not compensate our directors. No director has received any compensation from the Company since the inception of the Company. 34


	April 30,
	2016		2015
Net loss	$	(529,057)	$	(33,720)
Basic loss per common share	$	(0.00)	$	(0.00)
Basic weighted average
Number of shares outstanding		554,551,683		500,135,000

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Under Rule 13d-3 under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. The following table indicates beneficial ownership of VitaCig’s common stock, as of April 30, 2015 by: • Each person or entity known by VitaCig to beneficially own more than 5% of the outstanding shares of VitaCig’s common stock; • Each executive officer and director of VitaCig; and • All executive officers and directors of VitaCig as a group. • Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Percentage of beneficial ownership is based on 500,135,000 shares of common stock outstanding as of April 30, 2015. Unless other indicated, the address of each beneficial owner listed below is c/o VitaCig, Inc., 433 North Camden Drive, 6th Floor, Beverly Hills, California 90210.
	Shareholder	Shares After Distribution	%
	mCig, Inc.1	230,000,000	45.99
	Paul Rosenberg1,2	9,299,068	1.86
	All Other Shares	260,835,932	52.15
	All Officers and Directors as a Group Total	9,299,068	1.86
1mCig is controlled by Mr. Paul Rosenberg as the holder of more than 50% of the voting rights thereto such that the combined voting power of Mr. Rosenberg in VitaCig, Inc. includes himself and mCig, Inc. As a result Mr. Rosenberg currently controls 47.85% of the voting rights of VitaCig, Inc. 2Paul Rosenberg is a director of the Company. Review, Approval or Ratification of Transactions with Related Persons. All future related party transactions will be approved, if possible, by a majority of our directors who do not have an interest in the transaction and who will have access, at our expense, to our independent legal counsel. 35

The computation of basic loss per common share is based on the weighted average number of shares outstanding during the year.

Note 13. Subsequent Events

On May 31, 2016, the Company issued 1,100,000 shares of common stock for services valued at $8,030.

On June 2, 2016 the Company amended its Articles of Incorporation to increase the number of common shares authorized from 560,000,000 to 2,000,000,000.

On June 6, 2016, the Company issued 575,000,000 shares of common stock for the acquisition of Malecon Pharmacy valued at $3,392,500.

On June 22, 2016, the Company and VitaCig, Inc., entered into a Separation and Share Transfer Agreement whereby VitaCig transferred the assets and operations of the business of VitaCig, Inc., to Company in exchange for the return of 172,500,000 shares of VitaCig Common Stock to the treasury of VitaCig, Inc., and for a reduction of the amount owed to the Company in excess of $95,000. The note is due in full in twelve months. The Company determined to sell the VitaCig operation on June 22, 2016 and that going forward it will be shown as discontinued operations.

Since June 22, 2016 the company relocated its headquarters to 400 W 41^st Street, Suite 506, Miami Beach, Florida. The office rent is $5,947.41 per month. The lease expires on May 1, 2019. Currently we sublease a portion of the corporate office for $3,550 per month.

The Company operates its Pharmacy in Hialeah at 5966 W 16th Ave, Hialeah, Florida. The rent for the facility is $8,146.74 per month. The lease expires on February 1, 2017.

The Company operates a Warehouse and Distribution Center at 300 NW 54^th Street, Miami Florida. The company pays $1,605 a month as rent, which expires August 1, 2017.

~~Description~~ITEM of9. ~~Capital~~CHANGES ~~Structure~~IN ~~General~~AND ~~Our~~DISAGREEMENTS ~~authorized~~WITH ~~capital~~ACCOUNTANTS ~~stock~~ON ~~consists~~ACCOUNTING ofAND ~~560,000,000~~FINANCIAL ~~shares~~DISCLOSURE. ofNot ~~common~~applicable ~~stock,~~ITEM ~~par~~9A. ~~value~~CONTROLS $AND 0PROCEDURES.~~0001.~~ ~~Common~~Evaluation ~~Stock~~of ~~The~~Disclosure ~~shares~~Controls ofand ~~our~~Procedures. ~~common~~Disclosure ~~stock~~controls ~~presently~~and ~~outstanding,~~procedures ~~and~~(as ~~any~~defined ~~shares~~in ofRules ~~our~~13a-15(e) ~~common~~and ~~stock~~15d-15(e) ~~issues~~under ~~upon~~the ~~exercise~~Exchange ofAct) ~~common~~are ~~stock~~designed ~~purchase~~to ~~options~~ensure ~~and/or~~that ~~warrants,~~information ~~will~~required to be ~~fully~~disclosed ~~paid~~in ~~and~~reports ~~non-assessable.~~filed ~~Each~~or ~~holder~~submitted ofunder ~~common~~the ~~stock~~Exchange Act is ~~entitled~~recorded, toprocessed, ~~one~~summarized ~~vote~~and ~~for~~reported ~~each~~within ~~share~~the ~~owned~~time onperiods ~~all~~specified ~~matters~~in ~~voted~~SEC ~~upon~~rules ~~by shareholders,~~ and aforms. ~~majority~~Disclosure ~~vote~~controls isand ~~required~~procedures ~~for~~are ~~all~~also ~~actions~~designed to beensure ~~taken~~that bysuch ~~shareholders.~~information Inis ~~the~~accumulated ~~event~~and wecommunicated ~~liquidate~~to management, ~~dissolve~~including orthe ~~wind-up~~principal ~~our~~executive ~~operations,~~officer ~~the~~and ~~holders~~principal offinancial ~~the~~officer, ~~common~~to ~~stock~~allow ~~are~~timely ~~entitled~~decisions toregarding ~~share~~required ~~equally~~disclosures. ~~and~~We ~~ratably~~carried inout ~~our~~an ~~assets~~evaluation, ifunder ~~any,~~the ~~remaining~~supervision ~~after~~and with the ~~payment~~participation of ~~all~~management, including our ~~debts~~principal ~~and~~executive ~~liabilities~~officer and ~~the~~principal ~~liquidation~~financial ~~preference~~officer, of ~~any~~the ~~shares~~effectiveness of ~~preferred~~the ~~stock~~design ~~that~~and ~~may~~operation ~~then~~of beour ~~outstanding.~~disclosure ~~The~~controls ~~common~~and ~~stock~~procedures ~~has~~as noof ~~preemptive~~April ~~rights~~30, no2016. ~~cumulative~~In ~~voting~~designing ~~rights,~~ and noevaluating ~~redemption,~~the ~~sinking~~disclosure ~~fund,~~controls orand ~~conversion~~procedures, ~~provisions.~~management ~~Holders~~recognizes ofthat ~~common~~there ~~stock~~ are ~~entitled~~inherent limitations to ~~receive~~the ~~dividends,~~effectiveness ifof ~~and~~any ~~when~~system ~~declared~~of bydisclosure ~~the~~controls ~~Board~~and ~~of Directors~~procedures, ~~out~~including the possibility of ~~funds~~human ~~legally~~error ~~available~~and ~~for~~the ~~such~~circumvention ~~purpose,~~or ~~subject~~overriding toof the ~~dividend~~controls and ~~liquidation~~procedures. ~~rights~~Accordingly, ofeven ~~any~~effective ~~preferred~~disclosure ~~stock~~controls ~~that~~and ~~may~~procedures ~~then~~can beonly ~~outstanding.~~provide ~~Voting~~reasonable ~~Rights~~assurance ~~Each holder~~ of ~~Common~~achieving ~~Stock~~their isdesired ~~entitled~~control toobjectives. ~~one~~Additionally, ~~vote~~in ~~for~~evaluating ~~each~~and ~~share~~implementing ofpossible ~~Common~~controls ~~Stock~~and ~~held~~procedures, onmanagement ~~all~~is ~~matters~~required ~~submitted~~ to aapply ~~vote~~its ofreasonable ~~stockholders~~judgment. ~~Dividends~~Based ~~Subject~~on tothe ~~preferences~~evaluation ~~that~~described ~~may~~above, beour ~~applicable~~principal toexecutive ~~any~~officer ~~then-outstanding~~and ~~securities~~principal ~~with~~financial ~~greater~~officer ~~rights,~~concluded ifthat ~~any,~~our ~~and~~disclosure ~~any~~controls ~~other~~and ~~restrictions,~~procedures ~~holders~~were ofnot ~~Common~~effective ~~Stock~~as ~~are~~of ~~entitled~~the toend ~~receive~~of ~~ratably~~the ~~those~~period ~~dividends,~~covered ifby ~~any,~~this asreport ~~may~~because bewe ~~declared~~did ~~from~~not ~~time~~document toour ~~time~~Sarbanes-Oxley byAct ~~the~~Section ~~Company’s~~404 ~~board~~internal ofcontrols ~~directors~~and ~~out~~procedures. ofAs ~~legally~~funds become available ~~funds.~~to ~~The~~us, ~~Company~~we ~~and~~expect ~~its~~to ~~predecessors~~implement ~~have~~additional ~~not~~measures ~~declared~~to ~~any~~improve ~~dividends~~disclosure incontrols ~~the~~and ~~past~~procedures ~~and~~such ~~does~~as ~~not~~implementing ~~presently~~and ~~contemplate~~documenting ~~that~~our ~~there~~internal ~~will~~controls beprocedures. ~~any~~Management’s ~~future~~Report ~~payment~~on ofInternal ~~any~~Control ~~dividends~~over onFinancial ~~Common~~Reporting ~~Stock.~~Our ~~ITEM~~management ~~13.~~is ~~CERTAIN~~responsible ~~RELATIONSHIPS~~for ~~AND~~establishing ~~RELATED~~and ~~TRANSACTIONS,~~maintaining ~~AND~~adequate ~~DIRECTOR~~internal ~~INDEPENDENCE~~control ~~Certain~~over ~~Relationships~~financial ~~and~~reporting. ~~Related~~Internal ~~Transactions~~control ~~Until~~over ~~November~~financial ~~28,~~reporting ~~2014,~~is ~~the~~defined ~~Company~~in ~~was~~Rule a13a-15(f) ~~part~~promulgated ofunder the ~~operations~~Securities Exchange Act of ~~mCig,~~1934 ~~Inc.~~as Ona ~~November~~process ~~28,~~designed ~~2014~~by, ~~mCig,~~or ~~Inc.~~under ~~completed~~ the ~~spin-off~~supervision of ~~VitaCig~~, ~~Inc.~~our ~~mCig~~principal isexecutive ~~controlled~~officer byand ~~Mr.~~principal ~~Paul~~financial ~~Rosenberg~~officer asand ~~the~~effected ~~holder~~by our board of ~~more~~directors, ~~than~~management ~~50%~~and ofother ~~the~~personnel, ~~voting~~to ~~rights~~provide ~~thereto~~reasonable ~~such~~assurance ~~that~~regarding the ~~combined~~reliability ~~voting power~~ of ~~Mr.~~financial ~~Rosenberg~~reporting inand ~~VitaCig,~~the ~~Inc.~~preparation ~~includes~~of ~~himself~~financial ~~and~~statements ~~mCig,~~for ~~Inc.~~external Aspurposes ain ~~result~~accordance ~~Mr.~~with ~~Rosenberg~~accounting ~~currently~~principles ~~controls~~generally ~~majority~~accepted ofin the ~~voting~~United ~~rights~~States of ~~VitaCig,~~America ~~Inc~~and 36includes those policies and procedures that: 37

As of April 30, 2015, mCig, Inc. advanced the Company the amount of $100,264 for professional fees and inventory purchase, and it was recorded as due to related party. As of April 30, 2015, Paul Rosenberg advanced the Company the amount of $3,000 for accounting fees. It was recorded as due to related party. Director Independence Our Board of Directors is comprised of 2members,neither are “independent” within the meaning of Marketplace Rule 5605 of the NASDAQ Stock Market. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. On April 1, 2015, we engaged, Sadler, Gibb & Associates, LLP (“Sadler Gibb”) to serve as our independent registered public accounting firm for the year ending April 30, 2015. Since inception and for the year ended April 30, 2014, De Joya Griffith served as our independent registered public accounting firm. The following table shows the fees that were billed for the audit and other services provided for 2015 and 2014.
		2015		2014
	Audit Fees	$	11,250	$	3,500
	Audit-Related Fees		-		-
	Tax Fees		-		-
	All Other Fees		-		-
	Total	$	11,250	$	3,500
Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. Audit-Related Fees — this category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting services. Tax Fees — this category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. 37

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

~~All~~● ~~Other~~Provide ~~Fees~~reasonable —assurance ~~this~~that ~~category~~transactions ~~consists~~are ofrecorded ~~fees~~as ~~for~~necessary ~~other~~to ~~miscellaneous~~permit ~~items.~~preparation ~~Our Board~~ of ~~Directors~~financial ~~has~~statements ~~adopted~~in aaccordance ~~procedure~~with ~~for~~accounting ~~pre-approval~~principles ofgenerally ~~all~~accepted ~~fees~~in ~~charged~~the byUnited ~~our~~States ~~independent~~of ~~registered~~America ~~public~~and ~~accounting~~that ~~firm.~~our ~~Under~~receipts ~~the~~and ~~procedure,~~expenditures ~~the~~are ~~Board~~being ~~approves~~made ~~the~~only ~~engagement~~in ~~letter~~accordance with ~~respect~~authorizations toof ~~audit,~~our ~~tax~~management and ~~review~~board ~~services.~~of ~~Other~~directors; ~~fees~~and ~~are~~● ~~subject~~Provide toreasonable ~~pre-approval~~assurance byregarding ~~the~~prevention ~~Board,~~ or, intimely ~~the~~detection ~~period~~of ~~between~~unauthorized ~~meetings~~acquisition, byuse aor ~~designated~~disposition ~~member~~ of ~~Board.~~our ~~The~~assets ~~audit~~that ~~and~~could ~~tax~~have ~~fees~~a ~~paid~~material toeffect ~~the~~on ~~auditors with respect to 2015 were pre-approved by~~ the ~~Board~~financial ~~of Directors~~statements. 38

PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by reference to the Registrants filing of the Form S-1 on April 21, 2014.)
3.2		Bylaws (incorporated by reference to the Registrants filing of the Form S-1 on April 21, 2014.)
3.3		Amended Bylaws (Incorporated by reference to the Registrants filing of the Form S-1 on August 25, 2014)
10.1		Contribution Agreement as of February 24, 2014 be and among the Registrant and mCig, Inc. (incorporated by reference to the Registrants filing of the Form S-1 on April 21, 2014.)
31.1**		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith **Furnished herewith 39

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of April 30, 2016 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective due to our limited accounting staff. We intend to strengthen these internal controls over the next few months by augmenting our accounting staff.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report in this annual report

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting during the fiscal year ended April 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

On April 8, 2016, Michael Hawkins was appointed as our Interim Chief Financial Officer. On June 6, 2016 he became the Interim Chief Executive Officer and Chief Financial Officer. (See Item 10).

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VITACIG, INC.
August 13, 2015	By: /s/ Maury Winnick
	Maury Winnick Chief Executive Officer (Principal Executive Officer)
August 13, 2015	By: /s/ Charles B. Mathews
	Charles B. Mathews Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name		Position	Date
/s/ Maury Winnick		Chief Executive Officer	August 13, 2015
Maury Winnick		(Principal Executive Officer)
/s/ Charles B. Mathews		Chief Financial Officer and Chief Accounting Officer	August 13, 2015
Charles B. Mathews		(Principal Financial Officer)
/s/ Paul Rosenberg		Director	August 13, 2015
Paul Rosenberg
40

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth certain information concerning our executive officers and directors as of the date hereof:

Name

Age

Position(s)

Michael Hawkins

Director, Interim Chief Executive Officer and

Interim Chief Financial Officer

Andrey Solovyev

Director

Our officers and directors are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal.

Michael Hawkins has been our Chief Financial Officer since April 8, 2016 and has served as our Chief Executive Officer since June 6, 2016. Prior to fulfilling this role, Mr. Hawkins is the Managing Member of Epic Industry, LLC and the Chief Financial Officer for ICA Solutions, Inc. Mr. Hawkins has worked in the hospitality and entertainment industry and construction industry, providing executive level services as CEO, CFO, and COO to multiple nanotech public and privately held companies.. Mr. Hawkins earned his B.S. in Computer Science and Business Administration from University of Maryland, University College.

Family Relationships

There are no family relationships between or among the above directors, executive officers or persons nominated or charged by us to become directors or executive officers.

Board Leadership Structure

Andrey Solovyev currently serves as our chairman of our Board of Directors.

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

Involvement in Certain Legal Proceedings

None of the following events have occurred during the past five years and are material to an evaluation of the ability or integrity of any director or officer of the Company:


	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:


	a.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	b.	Engaging in any type of business practice; or
	c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
40


	a.	Any Federal or State securities or commodities law or regulation; or
	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	c.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


	8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees

Our Board of Directors as a whole acts as the audit and compensation committees.

Code of Ethics

We intend to adopt a code of ethics that applies to our officers, directors and employees. Upon adoption, our code of ethics will be available on our website and will be provided without charge upon request to us.

Indemnification of Directors and Officers.

Under the Nevada General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our amended and restated articles of incorporation provide that, pursuant to Nevada law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the articles of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director directly or indirectly derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

We have been advised that, in the opinion of the SEC, any indemnification for liabilities arising under the Securities Act of 1933 is against public policy, as expressed in the Securities Act, and is, therefore, unenforceable.

ITEM 11. EXECUTIVE COMPENSATION.

The Company was formed on January 22, 2014. Until the Company acquires additional capital, it is not anticipated that any officer or director will receive cash compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.

The Company has no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future.

We have no employment agreements with our officers, although we may enter into such agreements following our receipt of additional capital.

The Company does not have a standing compensation committee, audit committee, nomination committee, or committees performing similar functions. We anticipate that we will form such committees of the Board of Directors once we have a full Board of Directors.

The following table sets forth certain compensation information for: (i) the person who served as the Chief Executive Officer of mCig, Inc., during the year ended April 30, 2016, regardless of the compensation level, and (ii) each of our other executive officers, serving as an executive officer at any time during 2016. The foregoing persons are collectively referred to in this prospectus as the “Named Executive Officers.” Compensation information is shown for the year ended April 30, 2016 and April 30, 2015:

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Comp ($)		Non- Qualified Deferred Comp Earnings ($)	All Other Comp ($)		Totals ($)
Paul Rosenberg,		2016		0		0		261,855		0		0	0		0	261,855
CEO		2015		0		0		0		0		0	0		0	0

Michael Hawkins		2016		0		0		125,655		0		0	0		0	125,655
Interim CEO, CFO		2015		0		0		0		0		0	0		0	0

Agreements

We have a consulting agreement with the Interim Chief Executive Officer/Chief Financial Officer whereby he will be compensated $5,000 per month until such time as the Company elects a new Board of Directors and appoints new officers in anticipation of the ongoing business.

Director Compensation

We currently do not compensate our directors. No director has received any compensation from the Company since the inception of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Under Rule 13d-3 under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

The following table indicates beneficial ownership of Omni Health’s common stock, as of April 30, 2016 by:

• Each person or entity known by Omni Health to beneficially own more than 5% of the outstanding shares of Omni Health’s common stock;

• Each executive officer and director of VitaCig; and

• All executive officers and directors of VitaCig as a group.

• Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Percentage of beneficial ownership is based on 554,551,683 shares of common stock outstanding as of April 30, 2016.

Unless other indicated, the address of each beneficial owner listed below is c/o Omni Health, Inc., 433 North Camden Drive, 6^th Floor, Beverly Hills, California 90210.

Shareholder	Shares After Distribution	%
mCig, Inc.¹	230,000,000	41.47
Paul Rosenberg^1,2	45,450,000	8.20
Michael Hawkins	15,850,000	2.86
All Other Shares	263,251,683	47.47
All Officers and Directors as a Group Total	291,300,000	52.53

¹mCig is controlled by Mr. Paul Rosenberg as the holder of more than 49.67% of the voting rights thereto such that the combined voting power of Mr. Rosenberg in VitaCig, Inc. includes himself and mCig, Inc. As a result Mr. Rosenberg currently controls 49.67% of the voting rights of VitaCig, Inc.

²Paul Rosenberg was a director of the Company.

Review, Approval or Ratification of Transactions with Related Persons.

All future related party transactions will be approved, if possible, by a majority of our directors who do not have an interest in the transaction and who will have access, at our expense, to our independent legal counsel.

Description of Capital Structure

General

Our authorized capital stock consists of 2,000,000,000 shares of common stock, par value $0.0001.

Common Stock

The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of common stock purchase options and/or warrants, will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

Dividends

Subject to preferences that may be applicable to any then-outstanding securities with greater rights, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past and does not presently contemplate that there will be any future payment of any dividends on Common Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

Until November 28, 2014, the Company was a part of the operations of mCig, Inc. On November 28, 2014, mCig, Inc. completed the spin-off ofVitaCig, Inc.

mCig is controlled by Mr. Paul Rosenberg as the holder of more than 50% of the voting rights thereto such that the combined voting power of Mr. Rosenberg in VitaCig, Inc. includes himself and mCig, Inc. As a result Mr. Rosenberg currently controls majority of the voting rights of VitaCig, Inc

As of April 30, 2016, mCig, Inc. advanced the Company the amount of $191,044 for professional fees and inventory purchase, and it was recorded as due to related party.

As of April 30, 2016, Paul Rosenberg advanced the Company the amount of $2,000 for accounting fees. It was recorded as due to related party.

Director Independence

Our Board of Directors is comprised of 2 members, neither are “independent” within the meaning of Marketplace Rule 5605 of the NASDAQ Stock Market.

On June 6, 2016, we engaged, Weinstein & Co. to serve as our independent registered public accounting firm for the year ending April 30, 2016. For the year ended April 30, 2015, Saddler Gibb LP served as our independent registered public accounting firm. The following table shows the fees that were billed for the audit and other services provided for 2016 and 2015.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

	2016		2015
Audit Fees	$	15,250	$	11,250
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	15,250	$	11,250

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — this category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting services.

Tax Fees — this category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — this category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. The audit and tax fees paid to the auditors with respect to 2015 were pre-approved by the Board of Directors.

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit No.		Description

3.1		Amended Articles of Incorporation (name change.)

23.1**		Consent of Independent Registered Public Accounting Firm





31.1**		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
		Filed herewith
		Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VITACIG, INC.

November 25, 2016	By: /s/ Michael W. Hawkins
	Michael W. Hawkins Chief Executive Officer (Principal Executive Officer)

November 25, 2016	/s/ Michael W. HawkinsBy:
	Chief Financial Officer (Principal Financial Officer) Michael W. Hawkins

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Name	Position	Date

/s/ Michael W. Hawkins	Chief Executive Officer and Director	November 25, 2016
Michael W. Hawkins	(Principal Executive Officer)

/s/ Michael W. Hawkins	Chief Financial Officer and Chief Accounting Officer	November 25, 2016
Michael W. Hawkins	(Principal Financial Officer)

/s/ Andrey Soloviev	Director	November 25, 2016
Andrey Soloviev

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