UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [√] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2016 Commission file number: 333-195397 OMNI HEALTH, INC. (Exact name of registrant as specified in its charter)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [√] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2016 Commission file number: 333-195397 OMNI HEALTH, INC. (Exact name of registrant as specified in its charter)
NEVADA	46-4597341
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5966 W 16th Avenue, Hialeah, Florida	33012
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	800-709-8742
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 (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [√]
(Do not check if smaller reporting company)

Omni Health, Inc.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of July 31, 2016 (unaudited) and April 30, 2016	4
Condensed Consolidated Balance Sheets as of October 31, 2016 (unaudited) and April 30, 2016	4
Condensed Consolidated Statements of Operations for the three months ended July 31, 2016 and 2015 (Unaudited)	5
Condensed Consolidated Statements of Operations for the three months ended October 31, 2016 and 2015 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2016 and 2015(Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2016 and 2015(Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
Item 4. Controls and Procedures	20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures	21
Item 5. Other Information	21
Item 6. Exhibits	21
SIGNATURES	22
2

PART I – FINANCIAL INFORMATION Item 1. Financial Statements Interim Condensed Financial Statements and Notes to Interim Financial Statements General The accompanying unaudited condensed interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’' ~~equity~~deficit in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’'s annual report on Form 10-K for the year ended April 30, 2016. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months and six months ended ~~July~~October 31, 2016 are not necessarily indicative of the results that can be expected for the year ending April 30, 2017. 3

Omni Health, Inc. and Subsidiaries Consolidated Balance Sheets ASSETS ~~July~~October 31, April 30, 2016 2016 (~~Unaudited~~unaudited) Current Assets Cash and cash equivalents $ ~~233~~ 21,~~460~~858 $ 21,834 Accounts Receivable, Net ~~758~~785,~~616~~780 4,708 Inventory ~~275~~267,~~015~~019 26,641 Other receivables and Prepaid Expenses - 150,000 3,300 Total Current Assets 1,~~267~~224,~~091~~657 56,483 Property, Plant and Equipment, Net ~~318~~311,~~893~~240 ~~- Intangible assets, net amortization of $2,799 for April 30, 2016 -~~ 1,601 Cost Basis Investment 3,430,973 - Total Assets $ 5 4,~~016~~966,~~957~~870 $ 58,084 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes Payable, Current Portion $ ~~698~~ 841,~~920~~309 $ - Accounts Payable and Accrued Expenses ~~302~~228,~~727~~038 2,000 Due to mCig, Inc. ~~96,208~~- 186,276 Due to Related Party - 2,000 Total Current Liabilities 1,~~097~~069,~~855~~347 190,276 Noncurrent Liabilities ~~Notes payable, non-current portion 32,909~~ - Due to ~~related~~Related ~~party~~Party ~~650~~601,~~000~~527 - ~~Total non-current liabilities 682,909~~ - Total Liabilities 1,~~780~~670,~~764~~874 190,276 Stockholders' Equity Common Stock, $0.0001 par value, voting; 2,000,000,000 shares ~~authorized;~~ authorized; 1,~~129~~148,~~551~~328,~~683~~741 and 554,551,683 ~~share~~shares issued, and outstanding, as of ~~July~~October 31, 2016 and April 30, 2016, respectively. ~~112~~114,~~955~~723 55,455 Treasury Stock (1,052,250) - Additional Paid In Capital 3,~~721~~817,~~451~~791 386,450 ~~Retained Earnings (~~Accumulated Deficit) ~~454~~415,~~037~~732 (574,097) Total Stockholders' Equity 3,~~236~~295,~~193~~996 (132,192) Total Liabilities and Stockholders' Equity $ 5 4,~~016~~966,~~957~~870 $ 58,084 See accompanying notes to unaudited consolidated financial statements. 4

Omni Health, Inc. and Subsidiaries Consolidated Statements of Operations (~~unaudited~~Unaudited) Three Months Ended October 31, ~~Three~~Six Months Ended ~~July~~ October 31, 2016 2015 2016 2015 Sales $ ~~514~~ 1,~~448~~285,503 $ 67 11,~~036~~707 $ 1,799,950 $ 78,743 Total Cost of Sales (~~388~~904,~~876~~692) (443,~~466~~616) (1,293,568) (48,082) Gross Profit ~~125~~380,~~572~~811 228,~~570~~091 506,382 30,661 Selling, general, and administrative 64136,~~791~~079 61,079 41200,~~715~~871 102,795 Professional ~~Fees~~fees - 13,750 1,075 -13,750 ~~Consulting Fees~~Payroll 3869,~~933~~874 - ~~Payroll~~114,752 - Consulting fees 44131,~~878~~738 - 170,670 - Amortization and Depreciation -7,653 367 7,653 733 Total Operating Expenses 345,344 ~~149~~75,~~677~~196 495,021 42117,~~082~~278 Net Income(Loss) from operations 35,467 (2467,105) 11,361 (1986,~~512~~617) Other ~~Income~~ (Expense) (73,772) - (28102,~~934~~705) - Net (Loss) from Continuing Operations (5338,~~039~~305) (1967,~~512~~105) (91,344) (86,617) Net Income from Discontinued Operations - - 1,081,173 - Net Income (Loss) $ 1 (38,~~028~~305) $ (67,~~134~~105) $ 989,829 $ (1986,~~512~~617) Basic and Diluted (Loss) Per Share: Income (Loss) per share from Continuing Operations $ (0.00) $ (0.00) $ (0.00) ~~Income~~$ (0.00) Income(Loss) Per Share $ (0.00) $ (0.00) $ 0.00 $ (0.00) Weighted Average Shares Outstanding - Basic and Diluted ~~755~~854,~~366~~959,~~900~~292 ~~500~~503,~~135~~232,~~000~~826 854,959,292 501,683,913 See accompanying notes to unaudited consolidated financial statements. 5

Omni Health, Inc.
and Subsidiaries
Statements of Cash Flows
(unaudited)
(Unaudited)
				For the Three Months Ended July 31,
				For the Six Months Ended October 31,
				2016	2015
Cash Flows From Operating Activities:
Net (Loss)				$ 1989,~~028,134~~829	~~$ (19,512)~~
Adjustments to Reconcile Net Loss to Net
	Cash Provided By (Used In) Operating Activities:
		Depreciation and Amortization		-7,653	~~367~~734
		Common stock issued for services		-	54,300
	Decrease (Increase) in:
		Accounts Receivable, Net		(~~753~~781,~~908~~072)	-(7)
		Inventories		(~~248~~240,~~374~~378)	36,~~020~~637
		Prepaid Expenses		3,300	-
		Other receivables and Prepaid Expenses		(146,700)	-
		Accounts Payable, Accrued Expenses and Taxes Payable		~~300~~226,~~727~~038	(1,500)
		Deferred Revenue		-	(35,700)
	Total Adjustment to reconcile Net Income to Net Cash			(~~698~~934,~~255~~459)	~~(33~~24,~~813)~~464
			Net Cash Provided In Operating Activities	~~329~~55,~~879~~370	(5362,~~325~~153)
Cash Flows From Investing Activities:
	Increase (Decrease) in:
		Net cash received from acquisition		(3,430,973)	-
		Acquisition of property, plant and equipment		(317,292)	-
			Net cash received in investing activities	(3,748,265)	-
Cash Flows From Financing Activities:
		Proceeds from issuance of common stock		2,~~340~~438,~~251~~359
		Notes Payable, Net		~~721~~859,~~829~~836	-
		Proceeds (Repayments) to Related Party		567,932	(2,850)
		Proceeds from (Repayment of) loan with related parties		394,724	(4,996)
			Net Cash Provided By (Used in) Financing Activities	3,~~630~~692,~~012~~919	(24,~~850~~996)
Net Change in Cash				~~211,626~~24	(5667,~~175~~149)
Cash at Beginning of Period				21,834	70,516
Cash at End of Period				$ ~~233~~21,~~460~~858	$ 143,~~341~~367
Supplemental Disclosure of Cash Flows Information:
		Cash paid for interest		$ -	$ -
		Cash paid for income taxes		$ -	$ -
See accompanying notes to unaudited consolidated financial statements. 6

OMNI HEALTH, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 – Organization and Basis of Presentation The accompanying ~~reviewed~~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 ~~The~~We ~~Company~~were ~~was~~ 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. 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 of the Audited Financial Statement). 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 pharmacy that operates in Hialeah, Florida since 1974. On June 22, 2016 VitaCig sold its eCig business element to mCig, Inc., in exchange for the return to treasury stock of 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. On September 9, 2016 the ~~Company~~company changed its name to Omni Health, Inc. The Company currently maintains its corporate office in Miami Beach, Florida. Note 2 – Summary of Significant Accounting Policies The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated: 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. ~~Foreign~~Inventory ~~currency~~Prior ~~translation~~to ~~The~~the ~~Company’s~~acquisition ~~functional~~of ~~currency~~Malecon Pharmacy and ~~its~~the ~~reporting~~discontinued ~~currency~~operations, isinventory ~~the~~consisted ~~United~~of ~~States~~finished ~~Dollar.~~product, ~~Cash~~e-Cig ~~and~~products ~~cash~~valued ~~equivalents~~at ~~The~~the ~~Company~~lower ~~includes~~of incost ~~cash~~ and ~~cash~~net ~~equivalents~~realizable ~~all~~value ~~short~~under the first-~~term~~in, ~~highly~~first-out ~~liquid~~method ~~investments~~of ~~that~~costing. ~~mature~~Upon ~~within~~the ~~three~~acquisition ~~months~~ of ~~their~~Malecon ~~acquisition~~Pharmacy, ~~date.~~the ~~Cash~~inventory ~~equivalents~~consisted ~~consist principally~~ of ~~investments~~prescription indrugs, ~~interest~~non-~~bearing~~prescription ~~demand~~drugs ~~deposit accounts~~ and ~~liquidity~~retail ~~funds~~merchandise. ~~with~~The ~~financial~~Company ~~institutions~~continues ~~and~~to ~~are~~value ~~stated~~its inventory at ~~cost,~~the ~~which~~lower ~~approximates~~of ~~fair~~cost ~~value.~~and ~~For~~net ~~cash~~realizable ~~management~~value ~~purposes~~under the ~~company concentrates its cash holdings~~ first-in, anfirst-out ~~account~~method ~~at Bank~~ of ~~America~~costing. 7

Inventory Prior to the acquisition of Malecon Pharmacy and the discontinued operations, inventory consisted of finished product, e-Cig products valued at the lower of cost and net realizable value under the first-in, first-out method of costing. Upon the acquisition of Malecon Pharmacy, the inventory consisted of prescription drugs, non-prescription drugs and retail merchandise. The Company continues to value its inventory at the lower of cost and net realizable value under the first-in, first-out method of costing.

Item	October 31, 2016	April 30, 2016
Prescription Drugs	$ 119,201	$ -
Non-prescription Drugs	40,559	-
Retail Merchandise	107,259	-
Finished Goods	-	26,641
Total Inventory	$ 267,019	$ 26,641

Item	July 31, 2016	April 30, 2016
Prescription Drugs	$ 120,089	$ -
Non-prescription Drugs	42,015	-
Retail Merchandise	112,911	-
Finished Goods	-	26,641
Total Inventory	$ 275,015	$ 26,641

Accounts Receivable

The Company's accounts receivable is primarily from its contracts associated with healthcare insurance companies. Under various agreements, the Company maintains receivables with 17 companies with accounts ranging from 30-90 days. While the company attempts to collect on all outstanding balances owed, the financial statements do not account for any outstanding receivables beyond 90 days. All receivables beyond 90 days are written off as a drawn down from revenue. Should the company collect at a later date, which it intends to do, the Company reinstates the revenue during the quarter in which it is paid. 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 following table reflects the accounts receivables as of October 31, 2016.

Accounts Receivable The Company’s accounts receivable is primarily from its contracts associated with healthcare insurance companies. Under various agreements, the Company maintains receivables with 17 companies with accounts ranging from 30-90 days. While the company attempts to collect on all outstanding balances owed, the financial statements do not account for any outstanding receivables beyond 90 days. All receivables beyond 90 days are written off as a drawn down from revenue. Should the company collect at a later date, which it intends to do, the Company reinstates the revenue during the quarter in which it is paid. 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.

		Amount
0-30 days		$ 254,282
31-60 days		256,408
61-90 days		275,090
Total		$ 785,780

		Amount
0-30 days		$ 255,045
31-60 days		259,289
61-90 days		244,281
Total		$ 758,615

Intangible Assets

The Company’s intangible assets consist primarily of certain website development costs and are amortized over its estimated useful life of three years.

Revenue Recognition

Pharmacy Services. We sells prescription drugs directly through our mail service pharmacies, home delivery, and through our retail pharmacy. We recognize revenues from prescription drugs sold by our mail service and home delivery and the retail pharmacy through contracts where we are the principal using the gross method at the contract prices negotiated with our customers. Revenue from Pharmacy Services includes: (i) the portion of the price the customer pays directly to us, net of any volume-related or other discounts paid back to the customer, (ii) the portion of the price paid to us in a national retail pharmacy network through the customers insurance plan, and (iii) administrative payments from national retail pharmacy network contracts for incentives and initiatives.

SEC Staff Accounting Bulletin 104, “Revenue Recognition, corrected copy” ( “SAB 104”) provides the general criteria for the timing aspect of revenue recognition, including consideration of whether: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable and (iv) collectability is reasonably assured. The Company has established the following revenue recognition policies in accordance with SAB 104:

· Revenues generated from prescription drugs sold by mail service pharmacies are recognized when the prescription is shipped. At the time of shipment, the Company has performed substantially all of its obligations under its customer contracts and does not experience a significant level of reshipments.

· Revenues generated from prescription drugs sold through national retail pharmacy network and associated administrative fees are recognized at the point-of-sale, which is when the claim is adjudicated by the online claims processing system.

We determine whether we are the principal or agent for our national retail pharmacy network transactions using the indicators set forth in Emerging Issues Task Force (“EITF”) Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent” on a contract by contract basis. In all of our current contracts, we have determined we are the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in establishing the price, changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications and (v) having credit risk. Responsibilities under our customer contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the physician prior to dispensing, suggesting clinically appropriate generic alternatives where appropriate and approving the prescription for dispensing. Although we do not have credit risk with respect to Retail Co-Payments, management believes that all of the other indicators of gross revenue reporting are present.

~~Intangible~~Drug ~~Assets~~Discounts ~~The~~~ ~~Company’s~~We ~~intangible~~deduct ~~assets~~from ~~consist~~our ~~primarily~~revenues ofany ~~certain~~discounts ~~website~~paid ~~development~~to ~~costs~~our ~~and~~customers ~~are~~as ~~amortized~~required ~~over~~by ~~its~~EITF ~~estimated~~No. ~~useful~~01-9, ~~life~~“Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of ~~three~~the ~~years.~~Vendor’s ~~Revenue~~Products)” ~~Recognition~~(“EITF 01-9”). Retail Pharmacy ~~Services.~~Segment ~ We ~~sells~~recognize ~~prescription~~revenue ~~drugs~~from ~~directly~~the ~~through~~sale ~~our~~of ~~mail~~merchandise ~~service~~(other ~~pharmacies,~~than ~~home~~prescription ~~delivery,~~drugs) ~~and~~at ~~through~~the ~~our~~time the merchandise is purchased by the retail ~~pharmacy~~customer. WeRevenue ~~recognize~~from ~~revenues~~the ~~from~~sale of prescription drugs ~~sold~~is byrecognized ~~our~~at ~~mail~~the ~~service~~time ~~and~~the ~~home~~prescription ~~delivery~~is ~~and~~filled, which is or approximates when the retail ~~pharmacy~~customer ~~through~~picks ~~contracts~~up ~~where~~the weprescription. Customer returns are ~~the~~not ~~principal~~material. ~~using~~Revenue generated from the ~~gross~~performance ~~method~~of services is recognized at the ~~contract~~time ~~prices~~the ~~negotiated~~services ~~with~~are ~~our customers~~performed. ~~Revenue~~Cost ~~from~~of ~~Pharmacy~~Goods ~~Services~~Sold ~~includes:~~The ~~(i)~~Company recognizes the ~~portion~~direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the ~~price~~accompanying income statement. Financial Instruments The carrying amounts reflected in the ~~customer~~balance ~~pays~~sheets ~~directly~~for cash and due to ~~us,~~related ~~net~~parties approximate the respective fair values due to the short maturities of these items. The Company does not hold any ~~volume~~investments that are available-~~related~~for-sale. orAs ~~other~~required ~~discounts~~by ~~paid~~the ~~back~~Fair toValue Measurements and Disclosures Topic of the ~~customer~~FASB ASC, ~~(ii)~~fair ~~the~~value ~~portion~~is ofmeasured based on a three-tier fair value hierarchy, which prioritizes the ~~price~~inputs ~~paid~~used toin usmeasuring fair value as follows: (Level 1) observable inputs such as quoted prices in aactive ~~national~~markets; ~~retail~~(Level ~~pharmacy~~2) ~~network~~inputs, ~~through~~other than the ~~customers~~quoted ~~insurance~~prices ~~plan~~in active markets, that are observable either directly or indirectly; and (~~iii~~Level 3) ~~administrative~~unobservable ~~payments~~inputs ~~from~~in ~~national~~which ~~retail~~there ~~pharmacy~~is ~~network~~little ~~contracts~~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 ~~incentives~~identical assets and ~~initiatives~~liabilities in active markets. ~~SEC~~Level ~~Staff~~2—Valuations ~~Accounting~~based ~~Bulletin~~on ~~104,~~observable ~~“Revenue~~inputs ~~Recognition,~~other ~~corrected~~than ~~copy”~~quoted (prices ~~“SAB~~included ~~104”)~~in ~~provides~~Level ~~the~~1, ~~general~~such ~~criteria~~as quoted prices for ~~the~~similar ~~timing~~assets ~~aspect~~and ofliabilities ~~revenue~~in ~~recognition~~active markets, ~~including~~quoted ~~consideration~~prices offor ~~whether:~~identical ~~(i)~~or ~~persuasive~~similar ~~evidence~~assets ofand anliabilities ~~arrangement~~in ~~exists~~markets that are not active, ~~(ii)~~or ~~delivery~~other ~~has~~inputs ~~occurred~~that are observable or ~~services~~can ~~have~~be ~~been~~corroborated ~~rendered,~~by ~~(iii)~~observable ~~the~~market ~~seller’s~~data. ~~price~~Level to3—Valuations ~~the~~based ~~buyer~~on isunobservable ~~fixed~~inputs orreflecting ~~determinable~~our ~~and~~own ~~(iv)~~assumptions, ~~collectability~~consistent iswith reasonably ~~assured~~available assumptions made by other market participants. These valuations require significant judgment. The Company ~~has~~does ~~established~~not ~~the~~have ~~following~~any ~~revenue~~assets ~~recognition~~or ~~policies~~liabilities inthat ~~accordance~~are ~~with~~required ~~SAB~~to ~~104:~~be ·measured ~~Revenues~~and ~~generated~~recorded ~~from~~at ~~prescription~~fair ~~drugs~~value ~~sold~~on bya ~~mail~~recurring ~~service~~basis. ~~pharmacies~~Income Taxes Income taxes are ~~recognized~~accounted ~~when~~for under the ~~prescription~~assets isand ~~shipped~~liability method. AtDeferred tax assets and liabilities are recognized for the ~~time~~estimated future tax consequences attributable to differences between the financial statements carrying amounts of ~~shipment~~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 ~~Company~~opinion ~~has~~of ~~performed~~management, ~~substantially~~it is more likely than not that some portion or all of ~~its~~the ~~obligations~~deferred ~~under~~tax ~~its~~assets ~~customer~~will ~~contracts~~not be realized. Deferred tax assets and ~~does~~liabilities ~~not~~are ~~experience~~measured ausing ~~significant~~enacted ~~level~~tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Basic and Diluted Net Income (Loss) Per Share The Company follows ASC Topic 260 to account for earnings (loss) per share. Basic earnings (loss) per share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of ~~reshipments~~shares of common stock outstanding during the three months. ·Diluted ~~Revenues~~earnings ~~generated~~per ~~from~~share ~~prescription~~calculations ~~drugs~~are ~~sold~~determined ~~through~~by ~~national~~dividing ~~retail~~net ~~pharmacy~~income ~~network~~by the weighted average number of common shares and ~~associated~~dilutive ~~administrative~~common ~~fees~~share equivalents outstanding. During periods when common stock equivalents, if any, are ~~recognized~~anti-dilutive atthey are not considered in the ~~point-~~computation. There is no potential dilutive security as of~~-sale~~ October 31, 2016 or 2015. Concentration of Credit Risk Financial instruments, which ispotentially ~~when~~subject ~~the~~us ~~claim~~to isconcentrations ~~adjudicated~~of bycredit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the ~~online~~clients ~~claims~~that ~~processing~~comprise ~~system~~our customer base and their dispersion across different business and geographic areas. 8We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. 9

WeOur ~~determine~~cash ~~whether~~balances we are ~~the~~maintained ~~principal~~in oraccounts ~~agent~~held ~~for~~by ~~our~~major ~~national~~banks ~~retail~~and ~~pharmacy~~financial ~~network~~institutions ~~transactions~~located ~~using~~in the ~~indicators~~United ~~set~~States. ~~forth~~The inCompany ~~Emerging~~may ~~Issues~~occasionally ~~Task~~maintain ~~Force~~amounts ~~(“EITF”)~~on ~~Issue~~deposit ~~No.~~with ~~99-19, “Reporting Revenue Gross as~~ a ~~Principal~~financial ~~versus~~institution ~~Net~~that asare anin ~~Agent”~~excess onof athe ~~contract~~federally byinsured ~~contract~~limit ~~basis. In all~~ of ~~our~~$250,000. ~~current~~The ~~contracts,~~risk weis ~~have~~managed ~~determined~~by wemaintaining ~~are~~all ~~the~~deposits ~~principal~~in ~~due~~high toquality ~~it:~~financial ~~(i)~~institutions. ~~being~~The ~~the~~Company ~~primary~~had ~~obligor~~no deposits in ~~the~~excess ~~arrangement,~~of ~~(ii)~~federally ~~having~~insured ~~latitude~~limits inat ~~establishing~~October ~~the price~~31, ~~changing~~2016 ~~the~~and ~~product~~April or30, ~~performing~~2015. ~~part~~Impairment of ~~the~~Long-lived ~~service,~~Assets ~~(iii)~~The ~~having~~Company ~~discretion~~accounts infor ~~supplier~~long-lived ~~selection,~~assets ~~(iv)~~in ~~having~~accordance ~~involvement~~with in the ~~determination~~provisions of ~~product~~FASB orTopic ~~service~~360, ~~specifications~~“Accounting ~~and~~for ~~(v)~~the ~~having~~Impairment ~~credit~~of ~~risk~~Long-Lived Assets”. ~~Responsibilities~~This ~~under~~statement ~~our~~requires ~~customer~~that ~~contracts~~long-lived ~~typically~~assets ~~include validating eligibility~~ and ~~coverage~~certain ~~levels,~~identifiable ~~communicating~~intangibles ~~the~~be ~~prescription~~reviewed ~~price~~for ~~and~~impairment ~~the~~whenever ~~co-payments~~events ~~due~~or tochanges ~~the~~in ~~retail~~circumstances ~~pharmacy,~~indicate ~~identifying~~that ~~possible~~the ~~adverse~~carrying ~~drug~~amount ~~interactions~~of ~~for~~an ~~the~~asset ~~pharmacist~~may tonot ~~address~~be ~~with~~recoverable. ~~the~~An ~~physician~~impairment ~~prior~~loss towould ~~dispensing,~~be ~~suggesting~~recognized ~~clinically~~when ~~appropriate~~the ~~generic~~estimated ~~alternatives~~future ~~where~~cash ~~appropriate~~flows ~~and~~from ~~approving~~ the ~~prescription~~use ~~for~~of ~~dispensing.~~the ~~Although~~asset weare doless ~~not~~than ~~have~~the ~~credit~~carrying ~~risk~~amount ~~with~~of ~~respect~~that toasset. ~~Retail~~No ~~Co-Payments,~~impairments ~~management~~were ~~believes~~recorded ~~that~~during ~~all of~~ the ~~other~~periods ~~indicators~~ended ofOctober ~~gross~~31, ~~revenue~~2016 ~~reporting~~and ~~are present~~2015. ~~Drug~~Warranties ~~Discounts~~Warranty ~reserves Weinclude ~~deduct~~management’s ~~from~~best ~~our~~estimate ~~revenues~~of ~~any~~the ~~discounts~~projected ~~paid~~costs to ~~our~~repair ~~customers~~or asto ~~required~~replace byany ~~EITF~~items ~~No.~~under ~~01-9~~warranty, ~~“Accounting~~based ~~for~~on ~~Consideration~~actual ~~Given~~warranty byexperience aas ~~Vendor~~it tobecomes aavailable ~~Customer~~and ~~(Including~~other aknown ~~Reseller~~factors ofthat may impact the ~~Vendor~~Company’s ~~Products)”~~evaluation ~~(“EITF~~of ~~01-9”)~~historical data. ~~Retail~~The ~~Pharmacy~~Company ~~Segment~~did ~not Wehave ~~recognize~~any ~~revenue~~significant ~~from~~warranty ~~the~~expenses ~~sale~~to ofreport ~~merchandise~~for ~~(other~~the ~~than~~three ~~prescription~~months ~~drugs)~~ended atOctober ~~the~~31, ~~time~~2016. ~~the~~Based ~~merchandise~~on isthese ~~purchased~~actual byexpenses, the ~~retail~~warranty ~~customer.~~reserve, ~~Revenue~~as ~~from~~estimated ~~the~~by ~~sale~~management as of ~~prescription~~October ~~drugs~~31, is2016 ~~recognized~~was at ~~the~~$0. ~~time~~Any ~~the~~adjustments ~~prescription~~to iswarranty ~~filled,~~reserves ~~which~~are isto orbe ~~approximates~~recorded ~~when~~in ~~the~~cost ~~retail~~of ~~customer picks up the prescription~~sales. ~~Customer~~Recent ~~returns~~Accounting ~~are~~Pronouncements ~~not~~The ~~material.~~Company ~~Revenue~~evaluated ~~generated~~all ~~from~~recent ~~the~~accounting ~~performance~~pronouncements ofissued ~~services~~and isdetermined ~~recognized~~that at the ~~time~~adoption ~~the~~of ~~services~~these ~~are~~pronouncements ~~performed.~~would ~~Cost~~not ofhave ~~Goods~~a ~~Sold~~material ~~The~~effect ~~Company~~on ~~recognizes~~ the ~~direct~~financial ~~cost of purchasing product for sale~~position, ~~including~~results ~~freight-in~~of ~~and packaging~~operations, asor ~~cost~~cash flows of ~~goods sold in~~ the ~~accompanying income statement~~Company. ~~Financial~~In ~~Instruments~~April ~~The~~2014, ~~carrying~~the ~~amounts~~FASB ~~reflected~~issued inASU ~~the~~2014-08, ~~balance~~Reporting ~~sheets~~Discontinued ~~for~~Operations ~~cash~~ and ~~due~~Disclosures toof ~~related~~Components ~~parties~~of ~~approximate~~an ~~the~~Entity, ~~respective~~which ~~fair~~updates ~~values due to~~ the ~~short~~definition ~~maturities~~ of ~~these~~discontinued ~~items~~operations. ~~The~~Going ~~Company~~forward, ~~does~~only ~~not~~those ~~hold~~disposals ~~any~~of ~~investments~~components ~~that~~of ~~are~~an ~~available-for-sale.~~entity Asthat ~~required~~represent bya ~~the~~strategic ~~Fair~~shift ~~Value~~that ~~Measurements~~has ~~and~~(or ~~Disclosures~~will ~~Topic~~have) ofa ~~the~~major ~~FASB~~effect ~~ASC,~~on ~~fair~~an ~~value~~entity's isoperations ~~measured~~and ~~based~~financial onresults awill ~~three-tier~~be ~~fair~~reported ~~value~~as ~~hierarchy,~~discontinued ~~which~~operations ~~prioritizes~~in the ~~inputs~~financial ~~used~~statements. inPreviously, ~~measuring~~a ~~fair~~component ~~value~~of asan ~~follows:~~entity ~~(Level~~that 1)is ~~observable~~a ~~inputs~~reportable ~~such~~segment, asan ~~quoted~~operating ~~prices~~segment, ina ~~active~~reporting ~~markets;~~unit, ~~(Level~~a ~~2) inputs~~subsidiary, ~~other~~or ~~than~~an ~~the~~asset ~~quoted~~group ~~prices~~was ineligible ~~active~~for ~~markets,~~discontinued ~~that~~operations ~~are~~presentation. ~~observable~~Additionally, ~~either~~the ~~directly~~condition orthat ~~indirectly;~~the ~~and~~entity ~~(Level~~not 3)have ~~unobservable~~any ~~inputs~~significant incontinuing ~~which~~involvement ~~there~~in isthe ~~little~~operations orof nothe ~~market~~component ~~data,~~after ~~which require~~ the ~~reporting~~disposal ~~entity~~transaction tohas ~~develop~~been ~~its own assumptions~~removed. The ~~three~~effective ~~levels~~date offor the ~~fair~~revised ~~value~~standard ~~hierarchy~~is ~~are~~for ~~described~~applicable ~~below:~~transactions ~~Level~~that ~~1—Valuations~~occur ~~based~~within onannual ~~quoted~~periods ~~prices~~beginning ~~for~~on ~~identical~~or ~~assets~~after ~~and~~December ~~liabilities~~15, ~~in active markets~~2014. ~~Level~~We ~~2—Valuations~~do ~~based~~not onexpect ~~observable~~the ~~inputs~~guidance ~~other~~to ~~than~~have ~~quoted~~a ~~prices~~material ~~included~~impact inon ~~Level~~the 1,Company. ~~such~~In asJuly ~~quoted~~2015, ~~prices~~the ~~for~~Financial ~~similar~~Accounting ~~assets~~Standards ~~and~~Board ~~liabilities~~(“FASB”) inissued ~~active~~ASU ~~markets,~~No. ~~quoted~~2015-11 ~~prices~~"Simplifying ~~for~~the ~~identical~~Measurement orof ~~similar~~Inventory"; ~~assets~~guidance ~~and~~which ~~liabilities~~requires ininventory ~~markets~~within ~~that~~the ~~are~~scope ~~not~~of ~~active,~~the orstandard ~~other~~to ~~inputs~~be ~~that~~measured ~~are~~at ~~observable~~the orlower ~~can~~of becost ~~corroborated~~and bynet ~~observable~~realizable ~~market data~~value. ~~Level~~Previous ~~3—Valuations~~guidance ~~based~~required oninventory ~~unobservable~~to ~~inputs~~be ~~reflecting~~measured ~~our~~at ~~own~~the ~~assumptions,~~lower ~~consistent~~of ~~with~~cost ~~reasonably~~or ~~available~~market ~~assumptions~~(where ~~made by other~~ market ~~participants.~~was ~~These~~defined ~~valuations~~as ~~require~~replacement ~~significant~~cost, ~~judgment.~~with ~~The~~a ~~Company~~ceiling ~~does~~of ~~not~~net ~~have~~realizable ~~any~~value ~~assets~~and orfloor ~~liabilities~~of ~~that~~net ~~are~~realizable ~~required~~value toless bea ~~measured~~normal ~~and~~profit ~~recorded~~margin). atThe ~~fair~~updated ~~value~~guidance onis aeffective ~~recurring~~for ~~basis.~~interim ~~Income~~and ~~Taxes~~annual ~~Income~~reporting ~~taxes~~periods ~~are~~beginning ~~accounted~~after ~~for~~December ~~under~~15, ~~the~~2016, ~~assets~~with ~~and~~early ~~liability~~adoption ~~method~~permitted. ~~Deferred~~There ~~tax~~were ~~assets~~various ~~and~~other ~~liabilities~~updates ~~are~~recently ~~recognized~~issued, ~~for~~none ~~the~~of ~~estimated~~which ~~future~~are ~~tax~~expected ~~consequences attributable~~ to ~~differences~~a ~~between~~have ~~the~~a ~~financial~~material ~~statements~~impact ~~carrying~~on ~~amounts~~the ofCompany’s ~~existing~~financial ~~assets~~position, ~~and~~results ~~liabilities~~of ~~and~~operations ~~their~~or ~~respective~~cash ~~tax~~flows. ~~bases~~Note ~~and~~3 ~~operating~~- ~~loss~~Going ~~and~~Concern ~~tax~~The ~~credit~~Company's ~~carry~~financial ~~forwards.~~statements ~~Deferred tax assets~~ are ~~reduced~~prepared byusing agenerally ~~valuation~~accepted ~~allowance~~accounting ~~when~~principles, inwhich contemplate the ~~opinion~~realization of ~~management,~~assets itand isliquidation ~~more~~of ~~likely~~liabilities ~~than~~in ~~not~~the ~~that~~normal ~~some~~course ~~portion~~of orbusiness. ~~all~~Because of the ~~deferred~~business ~~tax~~is ~~assets~~new ~~will~~and ~~not~~has bea ~~realized.~~limited ~~Deferred~~history ~~tax assets~~ and ~~liabilities~~relatively ~~are~~few ~~measured~~sales, ~~using~~no ~~enacted~~certainty ~~tax~~of ~~rates~~continuation incan ~~effect~~be ~~for~~stated. ~~the~~The ~~year~~accompanying infinancial ~~which~~statements ~~those~~for ~~temporary~~the ~~differences~~six ~~are~~months ~~expected~~and tothree bemonths ~~recovered~~ended orOctober ~~settled.~~31, ~~Basic~~2016 and ~~Diluted~~2015 ~~Net~~have ~~Income~~been ~~(Loss)~~prepared ~~Per~~assuming ~~Share~~that ~~The~~the Company ~~follows~~will ~~ASC~~continue ~~Topic~~as ~~260~~a togoing ~~account~~concern, ~~for~~which ~~earnings~~contemplates ~~(loss)~~the ~~per~~realization ~~share.~~of ~~Basic~~assets ~~earnings~~and ~~(loss)~~satisfaction ~~per~~of ~~share~~liabilities ~~(“EPS”)~~in ~~calculations~~the ~~are~~normal ~~determined~~course byof ~~dividing~~business.. ~~net~~The ~~income~~Company ~~(loss)~~has bysuffered ~~the~~losses ~~weighted~~from ~~average~~operations, ~~number~~which ofraises ~~shares~~substantial ofdoubt ~~common~~about ~~stock~~its ~~outstanding~~ability ~~during~~to ~~the~~continue ~~three~~as ~~months.~~a ~~Diluted~~going ~~earnings~~concern. ~~per~~Management ~~share~~is ~~calculations~~taking ~~are~~steps ~~determined~~to byraise ~~dividing~~additional ~~net~~funds ~~income~~to byaddress ~~the~~its ~~weighted~~operating ~~average number of common shares~~ and ~~dilutive~~financial ~~common~~cash ~~share~~requirements ~~equivalents~~to ~~outstanding.~~continue ~~During~~operations ~~periods~~in ~~when~~the ~~common~~next ~~stock~~twelve ~~equivalents,~~months. ifManagement ~~any,~~has ~~are~~devoted ~~anti-dilutive~~a ~~they~~significant ~~are~~amount ~~not~~of ~~considered~~time in the ~~computation.~~raising ~~There~~of iscapital nofrom ~~potential~~additional ~~dilutive~~debt ~~security~~and asequity offinancing. ~~July 31~~However, ~~2016~~the orCompany’s ~~2015.~~ability ~~Concentration~~to ofcontinue ~~Credit~~as ~~Risk~~a ~~Financial~~going ~~instruments,~~concern ~~which~~is ~~potentially~~dependent ~~subject~~upon usraising toadditional ~~concentrations~~funds ofthrough ~~credit~~debt ~~risk,~~and ~~consist~~equity ~~principally~~financing ~~of cash~~ and ~~trade~~generating ~~receivables~~revenue. ~~Concentrations~~There ~~of credit risk with respect to trade receivables~~ are ~~limited~~no ~~due~~assurances to the ~~clients~~Company ~~that~~will ~~comprise~~receive ~~our~~the ~~customer~~necessary ~~base~~funding ~~and~~or ~~their~~generate ~~dispersion~~revenue ~~across~~necessary ~~different~~to ~~business~~fund ~~and geographic areas~~operations. WeThe ~~estimate~~financial ~~and~~statements ~~maintain~~contain anno ~~allowance~~adjustments for ~~potentially~~the ~~uncollectible~~outcome ~~accounts~~of ~~and~~this ~~such~~uncertainty. ~~estimates~~Note ~~have~~4 ~~historically~~- ~~been~~Intangible ~~within management's expectations. 9~~Assets:

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 July 31, 2016 and April 30, 2015. 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. No impairments were recorded during the periods ended July 31, 2016 and 2015. Warranties Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. The Company did not have any significant warranty expenses to report for the three months ended July 31, 2016. Based on these actual expenses, the warranty reserve, as estimated by management as of July 31, 2016 was at $0. Any adjustments to warranty reserves are to be recorded in cost of sales. 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. In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity, which updates the definition of discontinued operations. Going forward, only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results will be reported as discontinued operations in the financial statements. Previously, a component of an entity that is a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. Additionally, the condition that the entity not have any significant continuing involvement in the operations of the component after the disposal transaction has been removed. The effective date for the revised standard is for applicable transactions that occur within annual periods beginning on or after December 15, 2014. We do not expect the guidance to have a material impact on the Company. In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11 "Simplifying the Measurement of Inventory"; guidance which requires inventory within the scope of the standard to be measured at the lower of cost and net realizable value. Previous guidance required inventory to be measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. There were various other updates recently issued, none of which are expected to a have a material impact on the Company’s financial position, results of operations or cash flows. 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 three months ended July 31, 2016 and 2015 have been prepared assuming that the Company 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, 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:

		As of
		April 30, 2016
	Weighted Average Useful Life (in Years)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
		$	$	$
Finite lived intangible assets
Internet website	3	4,400	(2,799)	1,601
Total identifiable intangible assets		4,400	(2,799)	1,601

		As of
		June 22, 2016
	Weighted Average Useful Life (in Years)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
		$	$	$
Finite lived intangible assets
Internet website	3	4,400	(3,057)	1,343
Total identifiable intangible assets		4,400	(3,057)	1,343

Amortization expense on intangible assets was $258 and $0 for the six months and three months period ending ~~July~~October 31, 2016, respectively, and $1,466 for the year ended April 30, 2016. The intangible asset was sold as part of the Company’'s discontinued operation on June 22, 2016. See Note 10. Note 5. - Notes Payable The following table lists the short term and long term notes payable:

Short Term Notes Payable	Original Amount/Assumed Amount	~~Original~~As ~~Amount/Assumed~~of ~~Amount~~October 31, 2016	~~As of July 31, 2016~~
Current portion of the Lending Club	10,070	10,~~070~~866	~~10,460~~
Small Business loan	268,331	~~268~~161,~~331~~935	~~236,339~~
Current portion of Circle Back Lending	5,230	5,~~230~~647	~~5,393~~
Star Capital Loan	1,000,000	~~500~~646,~~000~~110	~~421,438~~
Assumed Assumed Liabilities		20,532	15,289
Assumed Liabilities	20,532	6,750
Due to mCig	95,000	~~95,000~~-	~~96,208~~
Loan from Shareholder	10,000	10,000	~~10,000~~
Total Short Term Notes Payable	1,409,163	~~909~~841,~~163~~308	~~795,127~~
Long Term Notes Payable
The Lending Club	23,376	2318,~~376~~518	~~21,392~~
Circle Back Lending	12,448	1210,~~448~~009	~~11,517~~
Loan from Shareholder	812,000	~~812~~573,000	~~650,000~~
Total Long Term Notes Payable	847,824	~~847~~601,~~824~~527	~~682,909~~
Total Notes Payable	2,256,987	1,~~756~~292,~~987~~835	~~1,478,036~~

As a part of the discontinue operations of VitaCig the company entered into a convertible promissory note with mCig, Inc., in the amount of $95,000 on June 6, 2016. The company accrued $13,~~208~~108 in interest on the promissory note through ~~July~~October 31, 2016 bringing the total balance due to $9698,~~208~~108. On October 31, 2016 mCig, Inc. elected to convert the promissory note into shares of the company's stock. See Note 8. The Lending Club loan was executed by Malecon Pharmacy on April 23, 2016 in the amount of $35,000. The company assumed the remaining balance of $33,446 on June 17, 2016. The note is scheduled to be paid off on March 23, 2019 and has a monthly payment of $1,218. The Small Business loan was executed by Malecon Pharmacy on April 22, 2016 in the amount of $300,000. The company assumed the remaining balance of $~~268~~161,~~331~~935 on June 17, 2016. The payment terms of the note are $1,550 each business day for 240 business days. There was 209 business days left on the note at the time of acquisition and 116 remaining as of October 31, 2016. The Circle Back Lending loan was executed by Malecon Pharmacy on April 21, 2016 in the amount of $18,500. The company assumed the remaining balance of $17,718 on June 17, 2016. The note is scheduled to be paid off on March 21, 2019 and has a monthly payment of $674. The Star Capital loan was executed by the Malecon Pharmacy on June 24, 2016 in the amount of $500,000. The note is scheduled to be paid off on December 23, 2016 and has a monthly payment of $90,833. In September 2016, the company entered into a second loan with Star Capital for up to an additional $500,000 in financing. The company has received $350,000. The company recognizes the remaining amount of $150,000 as other receivable. The company is scheduled to pay off this new loan portion on August 2017 and has a monthly payment of $49,167. The company assumed certain other liabilities and a loan from the shareholder of Malecon Pharmacy in the amount of $30,532 for various obligations associated with the day-to-day operations of the specialty pharmacy. The company paid $5,243 during the period ending ~~July~~October 31, 2016 leaving a remaining balance of $156,~~289~~750 in assumed liabilities and $10,000 due to related party. Note 6. - Related Parties and Related Party Transactions Details of balances between the company and related partied are disclosed below:

	As of July 31, 2016	As of April 30, 2016
	As of October 31, 2016	As of April 30, 2016
Loan from related parties	$ ~~746~~583,~~208~~000	$ 96,208

The following entities have been identified as related parties: LX Retail Group, Inc. Greater than 10% stockholder. Andrey Soloviev Director and CEO mCig, Inc. Greater than 10% stockholder during the reporting period. The Chief Financial Officer of mCig, Inc., is the current Interim CEO and Interim CFO of the Company. On June 22, 2016 when the company acquired Malecon Pharmacy, Inc., it assumed the liability of $812,000 owed to the principal owner of Malecon Pharmacy, Inc~~, LX Retail Group, Inc~~. LXDuring ~~Retail~~the ~~Group,~~three ~~Inc.~~months ~~owns~~and ~~50.9%~~six ofmonths ~~the~~ended ~~company.~~October ~~During~~31, ~~the~~2016, ~~quarter~~ the company ~~has~~ paid $~~162~~77,000 and $239,000 towards that outstanding balance, respectively, leaving a balance of $~~650~~573,000 owed. Note 7. - Commitments and Contingencies The Company has commitments for three leased facilities. In addition, the Company has a lease commitment for its pharmacy software system. - The company office and conference facilities located in Miami Beach, Florida. The office rent is $5,947.41 per month. The lease expires on May 1, 2019. - The Company Pharmacy building and headquarters are in Hialeah, Florida. The rent for the facility is $8,146.74 per month. The lease expires on February 1, 2017. - The Company Warehouse and Distribution Center in Miami Florida. The company pays $1,605 a month as rent, which expires August 1, 2017. - The Company has a lease for its QS/1 Data System. The company pays $527.26 per month, which expires on April 30, 2018. The following chart shows the Company commitments for the next five years:

Year		Amount
2016		$ ~~141~~97,~~293~~359
2017		~~172~~178,~~098~~425
2018		7781,~~790~~127
2019		71,370
2020		5,948
Total		$ ~~468~~434,~~499~~229

Note 8. ~~Common~~- ~~Stock~~Stockholders' Equity (Deficit) Common Stock The authorized capital stock of the Company consists of 2,000,000,000 shares of Common Stock, par value $0.0001 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 - the price evaluate is $441,405. As of April 30, 2016 the total issued and outstanding of common stock was 554,551,683. On June 17, 2016, the Company issued LX ~~Retail Group~~Retailers, ~~Inc.~~LLC 575,000,000 shares of the Company’s common stock as the purchase price for Malecon Pharmacy. On October 31, 2016 mCig elected to convert its promissory note into shares of the company stock. The total amount due at the time of conversion was $98,108. The company issued 17,677,058. Note 9. - Acquisition of Malecon Pharmacy, Inc. On June 17, 2016, the Company and LX Retail Group, Inc. entered into a share exchange agreement whereby the Company acquired 100% of the stock of Malecon Pharmacy, Inc., whereby LX Retail Group, Inc. transferred the assets and operations of the business of Malecon Pharmacy, Inc., to Company in exchange for 575,000,000 shares of the Company’s Common Stock. The purchase price of Malecon Pharmacy, Inc., was $3,392,500. The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, at the date of acquisition:

Purchase Price (575,000,000 shares @ $0.0059)	$	3,392,500
Cash	$	107,276
Accounts Receivable		739,224
Inventory		256,507
Medical Equipment		254,232
Property, plant & equipment		64,661
Cost basis investment		3,~~261~~430,~~269~~973
Total assets acquired	$	4,~~683~~852,~~169~~873
Accounts Payable		359,510
Other Liabilities		1220,~~828~~532
Small Business Loan		268,331
Due to Related Party		~~650~~812,000
Total liabilities assumed		1,~~290~~460,~~669~~373
Net assets acquired	$	3,392,500

In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma to present a summary of the combined results of the Company’s consolidated operations with the acquisition as if the acquisition had been completed as of the beginning of the reporting period.

	For period ending July 31,
	For three month ending October 31,				For six months ending October 31,
CONSOLIDATED STATEMENT of OPERATIONS:	2016		2015		2016		2015
Sales	$	1,~~626~~285,~~687~~503	$	1,~~797~~503,~~616~~330	$	2,912,190	$	3,300,946
Cost of Sales		~~793~~904,~~670~~692		1,~~439~~170,~~053~~735		1,690,366		2,609,788
Gross Profit		~~833~~380,~~017~~811		~~358~~332,~~563~~595		1,221,824		691,158
Operating Expenses		~~249~~345,~~119~~344		1315,~~031,076~~690		578,463		1,346,766
(Loss) from Operations		~~583~~35,~~898~~467		~~(672~~16,~~513)~~905		643,361		(655,608)
Other Income / (Expense)		(2873,~~934~~772)		-		(102,705)		-
Gain from discontinued operations		~~1,078,457~~-		-		1,078,457		-
Net Income (Loss)	$	1(38,~~633,421~~305)	$	~~(672~~16,~~513)~~905	$	1,619,113	$	(655,608)

Note 10. - Discontinued Operations On June 22, 2016, the Company sold off its VitaCig operations. The Company was returned 172,500,000 shares of common stock of the Company’s common stock, par value $0.0001 per share (“Common Stock”), from mCig, Inc., and was forgiven $68,123 in debt owed to MCIG in exchange for the VitaCig operations. The record date for the transaction was June 22, 2016. The transaction was completed for the purpose of legally and structurally separating the VitaCig operation from the newly acquired business and the Company’s change in direction. The selloff of VitaCig has been presented as discontinued operations in our financial statements. The following tables represent the current assets and liabilities associated with the discontinued operations as of ~~July~~October 31, 2016: Assets

Cash	$	44,280
Accounts receivable		10,518
Prepaid expenses		3,300
Inventory		26,607
Intangible assets		1,343
Total assets related to discontinued operations	$	86,048

Liabilities

Current liabilities		12,974
Deferred revenue		31,874
Due to mCig payable		68,123
Due to related party		2,000
Liabilities related to discontinued operations	$	114,971

As of ~~July~~October 31, 2016, the Company has recorded a gain of $1,~~081~~078,~~173~~457 for its discontinued operations. The following table presents the net book value of VitaCig as of the selloff, the pro-rata value received as part of the selloff, and the net gain for the selloff of the VitaCig operations:

Net book value of VitaCig at selloff	$	(28,923)
FMV of stock received as purchase price		1,~~052~~049,~~250~~534
Net gain from selloff	$	1,~~081~~078,~~173~~457

Note 11. Basic Loss per Share

Basic Income (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.

	Three Months Ended
	July 31,
	October 31,
	2016	2015
Net income (loss)	$ 1(14,~~028,135~~308)	$ (1967,~~512~~105)
Basic income (loss) per share	$ (0.00)	$ (0.00)
Basic weighted average number of shares outstanding	~~755~~854,~~366~~959,~~900~~292	~~500~~503,~~135~~232,~~000~~826

The computation of basic income (loss) per common share is based on the weighted average number of shares outstanding during the periods. Note 12. Subsequent Events In September 2016, the company entered into a second loan with Star Capital for up to $500,000 in financing. The company has received $350,000. The company is scheduled to pay off on August 2017 and has a monthly payment of $49,167. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the Company, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended April 30, 2016 filed with the Securities and Exchange Commission. Cautionary Statement Regarding Forward-Looking Statements This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. 14

	Six Months Ended
	October 31,
	2016	2015
Net income (loss)	$ 1,013,824	$ (86,617)
Basic income (loss) per share	$ (0.00)	$ (0.00)
Basic weighted average number of shares outstanding	854,959,292	501,683,913

~~Additional~~The ~~information~~computation ~~concerning~~of ~~these~~basic ~~and~~income ~~other~~(loss) ~~risks~~per ~~and~~common ~~uncertainties~~share is ~~contained~~based inon ~~our~~the ~~filings~~weighted ~~with~~average number of shares outstanding during the ~~Securities~~periods. ~~and~~Note ~~Exchange~~12 ~~Commission~~- Subsequent Events In accordance with ASC 855-10, ~~including~~Company management reviewed all material events through the ~~section~~date ~~entitled~~of ~~“Risk~~this ~~Factors”~~report inand ~~our~~determined ~~Annual~~that ~~Report~~there onare ~~Form~~no ~~10-K~~additional ~~for~~material ~~the~~subsequent ~~year~~events ~~ended~~to ~~April~~report. ~~30,~~Item ~~2016~~2. ~~Unless~~Management’s ~~otherwise~~Discussion ~~indicated~~and orAnalysis ~~the~~of ~~context~~Financial Condition and Results of Operations Unless otherwise ~~requires~~indicated, ~~all~~ references in this Quarterly Report on Form 10-Q to “we,” “us,” ~~“our,”~~and “our ~~company,~~” ~~“Omni~~are ~~Health”~~to or the “Company”, ~~refer~~unless tothe ~~Omni~~context ~~Health,~~requires ~~Inc~~otherwise. ~~Our~~The ~~Ability~~following todiscussion ~~Continue~~and asanalysis aby ~~Going~~our ~~Concern~~management ~~Our~~of ~~independent~~our ~~registered~~financial ~~public~~condition ~~accounting~~and ~~firm~~results ~~has~~of ~~issued~~operations ~~its~~should ~~report~~be ~~dated~~read ~~October 31, 2016,~~ in ~~connection~~conjunction with ~~the~~our ~~audit~~unaudited ofcondensed ~~our~~interim ~~annual~~ financial statements asand ofthe ~~April~~accompanying ~~30,~~related ~~2016,~~notes ~~that~~ included anin ~~explanatory~~this ~~paragraph~~quarterly ~~describing~~report ~~the~~and ~~existence~~our ofaudited ~~conditions~~financial ~~that~~statements ~~raise~~and ~~substantial~~related ~~doubt~~notes ~~about~~and ~~our~~Management’s ~~ability~~Discussion toand ~~continue~~Analysis asof aFinancial ~~going~~Condition ~~concern~~ and ~~Note~~Results 3of toOperations ~~the~~included ~~unaudited~~in ~~financial~~our ~~statements~~Annual Report on Form 10-K for the ~~period~~year ended ~~July~~April 3130, 2016 ~~also~~filed ~~describes~~with the ~~existence~~Securities ofand ~~conditions~~Exchange ~~that~~Commission. ~~raise~~Cautionary ~~substantial~~Statement ~~doubt~~Regarding ~~about~~Forward-Looking ~~our~~Statements ~~ability~~This toreport ~~continue~~may ascontain aforward-looking ~~going~~statements ~~concern.~~within ~~Overview~~the ~~Corporate~~meaning ~~History~~of WeSection ~~were~~27A ~~incorporated~~of inthe ~~Nevada~~Securities onAct ~~January~~and ~~22,~~Section ~~2014.~~21E Weof ~~began~~the asSecurities aExchange ~~technology~~Act, ~~company that was engaged in the manufacturing~~ and ~~retailing~~we ofintend ~~nicotine-free Electronic Cigarettes (“eCigs”)~~ that ~~are~~such ~~pre~~forward-~~packaged~~looking ~~with~~statements ~~vitamins,~~be ~~nutrients,~~subject ~~and~~to ~~generic~~the ~~pharmaceuticals.~~safe Weharbors ~~were~~created ~~originally~~thereby. ~~formed~~These ~~as a wholly~~forward-~~owned~~looking ~~subsidiary~~statements ofare ~~mCig,~~based ~~Inc.~~on Onour ~~February~~management’s ~~24,~~beliefs ~~2014,~~and ~~our~~assumptions ~~company~~and ~~entered~~on ~~into~~information acurrently ~~Contribution~~available ~~Agreement~~to ~~with~~our ~~mCig, Inc~~management. InAny ~~accordance~~such ~~with~~forward-looking ~~this~~statements ~~agreement~~would webe ~~accepted~~contained ~~the~~principally ~~contribution~~in by“Management’s ~~mCig,~~Discussion ~~Inc.~~and Analysis of ~~specific~~Financial ~~assets~~Condition ~~consisting~~and ~~solely~~Results of ~~pending trademarks for the term “VitaCig~~Operations” ~~filed with the USPTO~~ and ~~$500~~“Risk inFactors.” ~~cash~~Forward-looking asstatements ~~contribution~~include ininformation ~~exchange~~concerning ~~for~~our ~~500,135,000~~possible ~~shares~~or ofassumed ~~common~~future ~~capital~~results ~~stock representing 100%~~ of ~~the~~operations, ~~shares~~business ~~outstanding~~strategies, offinancing ~~VitaCig~~plans, ~~Inc.~~competitive Onposition, ~~November~~industry 28environment, ~~2014,~~potential ~~mCig~~growth ~~completed~~opportunities and the ~~spin-off~~effects of 54regulation.1% ofForward-looking ~~VitaCig,~~statements ~~Inc.~~include Onall ~~June~~statements ~~17,~~that ~~2016~~are ~~VitaCig~~not ~~acquired~~historical ~~Malecon~~facts ~~Pharmacy,~~and ~~Inc.,~~can inbe aidentified ~~Stock~~by ~~Exchange~~terms ~~Agreement.~~such ~~VitaCig~~as ~~issued~~“anticipates,” LX“believes,” ~~Retail~~“could,” ~~Group~~“estimates,” ~~LLC~~“expects,” ~~575~~“hopes,~~000~~” “intends,~~000~~” ~~common~~“may,” ~~shares~~“plans,” of“potential,” ~~stock~~“predicts,” ~~in exchange for 100% of the stock of Malecon Pharmacy~~“projects,” ~~Inc. Malecon Pharmacy~~“should,” ~~Inc.~~“will,” ~~operates~~“would” asor asimilar ~~subsidiary of VitaCig, Inc~~expressions. ~~Malecon~~Forward-looking ~~Pharmacy~~statements isinvolve aknown ~~premiere~~and ~~anti-aging~~unknown ~~cream manufacturer~~risks, ~~wholesaler,~~uncertainties and ~~distributor.~~other Onfactors ~~June~~which ~~22,~~may ~~2016~~cause ~~VitaCig~~our ~~sold~~actual ~~its~~results, ~~eCig~~performance ~~business~~or ~~element~~achievements to ~~mCig,~~be ~~Inc.,~~materially indifferent ~~exchange~~from ~~for~~any ~~the~~future ~~return~~results, toperformance ~~treasury~~or ~~stock~~achievements ~~172,500,000~~expressed ~~shares~~or ofimplied ~~VitaCig~~by ~~stock~~the ~~and~~forward-looking ~~the~~statements. ~~reduction~~We discuss many of ~~the~~these ~~outstanding~~risks ~~amount~~in ~~owed~~greater bydetail ~~Vitacig,~~in ~~Inc~~“Risk Factors.,” toGiven ~~mCig,~~these ~~Inc.~~uncertainties, ~~the~~you ~~amount~~should ofnot ~~$122,394.~~place Asundue areliance ~~result~~on ofthese ~~this~~forward-looking ~~transaction,~~statements. ~~VitaCig~~Also, ~~Inc.,~~forward-looking ~~became~~statements arepresent ~~holding~~our ~~company~~management’s inbeliefs ~~which~~and itassumptions ~~has~~only ~~one~~as ~~wholly~~of ~~owned~~the ~~subsidiary,~~date ~~Malecon~~of ~~Pharmacy,~~this ~~Inc~~report. OnYou ~~August~~should 9,read ~~2016~~this ~~the~~report ~~Company~~and ~~changed~~the ~~its~~documents ~~name~~that ~~from~~we ~~“VitaCig,~~reference ~~Inc.”~~in tothis ~~“Omni~~report ~~Health,~~and ~~Inc.”.~~have ~~The~~filed ~~fiscal~~as ~~year~~exhibits ~~end~~to isthe ~~April~~report ~~30.~~completely ~~Our~~and ~~Company~~with ~~The~~the ~~Company~~understanding ~~operates~~that aour ~~pharmacy~~actual infuture ~~Hialeah,~~results ~~Florida.~~may ~~All~~be ofmaterially ~~our~~different ~~operations~~from ~~are~~what ~~conducted~~we ~~through~~expect. ~~our~~Except ~~wholly-owned~~as ~~subsidiaries,~~required ~~Malecon~~by ~~Pharmacy~~law, ~~Inc.~~we ~~Malecon~~assume ~~Pharmacy,~~no ~~Inc.,~~obligation isto aupdate ~~vertically~~these ~~integrated~~forward-looking ~~company~~statements ~~focused~~publicly, onor ~~healthcare~~to ~~and~~update ~~operating in~~ the ~~highly~~reasons ~~lucrative~~actual ~~pharmaceutical,~~results ~~medical~~could ~~and~~differ ~~wellness~~materially ~~industries,~~from ~~since~~those ~~1974.~~anticipated Wein ~~are~~these ~~licensed~~forward-looking ~~provider of innovative health~~statements, ~~wellness~~even ~~and~~if ~~pharmacy~~new ~~services~~information ~~through~~becomes ~~our~~available ~~pharmacy located~~ in ~~Hialeah,~~the ~~Florida~~future. 1514

~~Governmental~~Additional ~~Regulation~~information ~~Our~~concerning ~~business~~these ~~is subject to federal, state~~ and ~~local~~other ~~laws,~~risks ~~regulations,~~ and ~~administrative~~uncertainties ~~practices,~~is ~~including,~~contained ~~among~~in ~~others:~~our ~~federal,~~filings ~~state~~with ~~and~~the ~~local~~Securities ~~licensure~~ and ~~registration~~Exchange ~~requirements~~Commission, ~~concerning~~including the ~~operation~~section ofentitled ~~pharmacies~~“Risk ~~and~~Factors” ~~the~~in ~~practice~~our ofAnnual ~~pharmacy;~~Report ~~the~~on ~~Health~~Form ~~Insurance~~10-K ~~Portability~~for ~~and~~the ~~Accountability~~year ~~Act~~ended ~~(HIPAA);~~April ~~the~~30, ~~Patient~~2016. ~~Protection~~Unless ~~and~~otherwise ~~Affordable~~indicated ~~Care~~or ~~Act~~the ~~and~~context ~~the~~otherwise ~~Health~~requires, ~~Care~~all ~~and~~references ~~Education~~in ~~Reconciliation~~this ~~Act~~Form of10-Q ~~2012~~to ~~(collectively~~“we,” ~~the~~“us,” ~~Health~~“our,” ~~Reform~~“our ~~Law);~~company,” ~~statutes~~“Omni ~~and~~Health” ~~regulations~~or of the ~~FDA,~~“Company” ~~the~~refer ~~U.S.~~to ~~Federal~~Omni ~~Trade Commission~~Health, ~~the U~~Inc.S. ~~Drug~~Our ~~Enforcement~~Ability ~~Administration~~to ~~and~~Continue ~~the~~as ~~U.S.~~a ~~Consumer~~Going ~~Product~~Concern ~~Safety~~Our ~~Commission,~~independent asregistered ~~well~~public asaccounting ~~regulations~~firm ~~promulgated~~has byissued ~~comparable~~its ~~state~~report ~~agencies~~dated ~~concerning~~October ~~the~~31, ~~sale~~2016, ~~advertisement~~in ~~and~~connection ~~promotion~~with of the ~~products~~audit ~~we sell. Below are descriptions~~ of ~~some of the various federal and state laws and regulations which may govern or impact~~ our ~~current~~annual ~~and~~financial ~~planned~~statements ~~operations.~~as ~~Pharmacy~~of ~~Regulation~~April ~~Our~~30, ~~pharmacy~~2016, ~~operations~~that ~~are~~included ~~regulated~~an byexplanatory ~~both~~paragraph ~~individual~~describing ~~states and~~ the ~~federal~~existence ~~government.~~of ~~Every~~conditions ~~state~~that ~~has~~raise ~~laws~~substantial ~~and~~doubt ~~regulations~~about ~~addressing~~our ~~pharmacy~~ability ~~operations, including regulations relating specifically~~ to ~~compounding~~continue ~~pharmacy~~as ~~operations.~~a ~~These~~going ~~regulations~~concern ~~generally include licensing requirements for pharmacists, pharmacy technicians~~ and ~~pharmacies,~~Note as3 ~~well as regulations related~~ to ~~compounding~~the ~~processes,~~unaudited ~~safety~~financial ~~protocols,~~statements ~~purity,~~for ~~sterility,~~the ~~storage,~~period ~~controlled~~ended ~~substances,~~October ~~recordkeeping and regular inspections~~31, ~~among~~2016 ~~other~~also ~~things.~~describes ~~State~~the ~~rules~~existence ~~and~~of ~~regulations~~conditions ~~are~~that ~~updated~~raise ~~periodically,~~substantial ~~generally~~doubt ~~under~~about ~~the~~our ~~jurisdiction~~ability ofto ~~individual~~continue ~~state~~as ~~boards~~a ofgoing ~~pharmacy~~concern. ~~Failure~~Overview toCorporate ~~comply~~History ~~with~~We ~~the~~were ~~state~~incorporated ~~pharmacy~~in ~~regulations~~Nevada ofon aJanuary ~~particular~~22, ~~state~~2014. ~~could~~We ~~result~~began inas a ~~pharmacy~~technology ~~being~~company ~~prohibited~~that ~~from~~was ~~operating~~engaged in ~~that~~the ~~state,~~manufacturing ~~financial penalties~~ and~~/or~~ ~~becoming~~retailing ~~subject~~of tonicotine-free ~~additional~~Electronic ~~oversight~~Cigarettes ~~from~~(“eCigs”) that ~~state’s~~are ~~board~~pre-packaged ofwith ~~pharmacy. In addition~~vitamins, ~~many states are considering imposing~~nutrients, orand ~~have~~generic ~~already begun to impose, more stringent requirements on compounding pharmacies~~pharmaceuticals. IfWe ~~our~~were ~~pharmacy~~originally ~~operations~~formed ~~become~~as ~~subject~~a towholly-owned ~~additional~~subsidiary ~~licensure~~of ~~requirements~~mCig, ~~are~~Inc. ~~unable~~On toFebruary ~~maintain~~24, ~~their required licenses or if states place burdensome restrictions or limitations on pharmacies~~2014, our ~~ability~~company toentered ~~operate~~into ~~could~~a beContribution ~~limited.~~Agreement ~~Certain~~with ~~provisions of the FDCA govern the preparation~~mCig, ~~handling, storage, marketing and distribution of pharmaceutical products~~Inc. ~~The~~In ~~Drug~~accordance ~~Quality~~with ~~and~~this ~~Security~~agreement ~~Act~~we ofaccepted ~~2013 (DQSA) clarifies and strengthens~~ the ~~federal~~contribution ~~regulatory~~by ~~framework~~mCig, ~~governing compounding pharmacies~~Inc. ~~Title 1~~ of ~~the~~specific ~~DQSA,~~assets ~~the~~consisting ~~Compounding~~solely ~~Quality Act, modifies provisions~~ of ~~the~~pending ~~Section~~trademarks ~~503A~~for of the ~~FDCA~~term ~~that~~“VitaCig” ~~were~~filed ~~found~~with tothe beUSPTO ~~unconstitutional~~and by$500 ~~the~~in ~~U.S.~~cash ~~Supreme~~as ~~Court~~contribution in ~~2002.~~exchange Infor ~~general~~500,135,000 ~~Section~~shares ~~503A~~of ~~provides~~common ~~that~~capital ~~pharmacies~~stock ~~are~~representing ~~exempt~~100% ~~from the provisions~~ of the ~~FDCA~~shares ~~requiring~~outstanding ~~compliance~~of ~~with cGMP~~VitaCig, ~~labeling~~Inc. ~~with~~On ~~adequate~~November ~~directions~~28, ~~for~~2014, ~~use~~mCig ~~and~~completed ~~FDA approval prior to marketing if~~ the ~~pharmacy~~spin-off ~~complies~~of ~~with~~54.1% ~~certain~~of ~~other~~VitaCig, ~~requirements~~Inc. ~~Among~~On ~~other~~June ~~things~~17, to2016 ~~comply~~VitaCig ~~with~~acquired ~~Section~~Malecon ~~503A~~Pharmacy, aInc., ~~compounded~~in ~~drug~~a ~~must~~Stock beExchange ~~compounded~~Agreement. byVitaCig aissued ~~licensed~~LX ~~pharmacist~~Retail ~~for~~Group, anLLC ~~identified~~575,000,000 ~~individual~~common ~~patient~~shares ~~on the basis~~ of astock ~~valid prescription. Pharmacies may only compound~~ in ~~limited~~exchange ~~quantities~~for ~~before~~100% ~~receipt~~ of athe ~~prescription~~stock ~~for~~of anMalecon ~~individual~~Pharmacy, ~~patient~~Inc. ~~and~~Malecon ~~are~~Pharmacy, ~~subject~~Inc., tooperates ~~limitations~~as ona ~~anticipatory~~subsidiary ~~compounding~~of ~~for distribution~~VitaCig, ~~which~~Inc. ~~generally~~Malecon ~~permit~~Pharmacy ~~anticipatory~~is ~~compounding~~a ~~only~~premiere ~~based~~anti-aging oncream ~~historical~~manufacturer, ~~prescription volumes. Confidentiality~~wholesaler, ~~Privacy~~ and ~~HIPAA~~distributor. ~~Our~~On ~~pharmacy~~June ~~operations~~22, ~~involve~~2016 ~~the~~VitaCig ~~receipt,~~sold ~~use~~its ~~and~~eCig ~~disclosure~~business ofelement ~~confidential~~to ~~medical~~mCig, ~~pharmacy and other health-related information~~Inc. ~~In addition~~, wein ~~use~~exchange ~~aggregated and blinded (anonymous) data~~ for ~~research and analysis purposes. The federal privacy regulations under HIPAA are designed to protect~~ the ~~medical~~return ~~information of a healthcare patient or health plan enrollee that could be used~~ to ~~identify~~treasury ~~the~~stock ~~individual. Among other things~~172,500,000 ~~HIPAA~~shares ~~limits certain uses and disclosures~~ of ~~protected~~VitaCig ~~health~~stock ~~information~~ and ~~requires compliance with federal security regulations regarding~~ the ~~storage,~~reduction ~~utilization and transmission~~ of ~~and~~the ~~access~~outstanding toamount ~~electronic~~owed ~~protected~~by ~~health~~Vitacig, ~~information~~Inc., ~~The~~to ~~requirements~~mCig, ~~imposed by HIPAA are extensive~~Inc. ~~In addition~~, ~~most~~the ~~states~~amount ~~have~~of ~~enacted~~$122,394. ~~privacy~~As ~~and~~a ~~security~~result ~~laws~~of ~~that~~this ~~protect~~transaction, ~~identifiable~~VitaCig, ~~patient information that is not health-related~~Inc. ~~Further~~, ~~several~~became ~~states~~a ~~have~~holding ~~enacted~~company ~~more~~in ~~protective~~which ~~and~~it ~~comprehensive~~has ~~pharmacy-related~~one ~~privacy~~wholly ~~legislation~~owned ~~that~~subsidiary, ~~not~~Malecon ~~only~~Pharmacy, ~~applies~~Inc. toOn ~~patient~~August ~~records~~9, ~~but~~2016 ~~also prohibits~~ the ~~transfer~~Company orchanged ~~use~~its ~~for~~name ~~commercial~~from ~~purposes~~“VitaCig, ofInc.” ~~pharmacy~~to ~~data~~“Omni ~~that~~Health, ~~identifies prescribers~~Inc.”. ~~These~~The ~~regulations~~fiscal ~~impose~~year ~~substantial~~end ~~requirements~~is onApril ~~covered~~30. ~~entities~~Our ~~and~~Company ~~their~~The ~~business~~Company ~~associates~~operates ~~regarding~~a ~~the~~pharmacy ~~storage~~in Hialeah, ~~utilization~~Florida. ~~and~~All ~~transmission~~ of ~~and~~our ~~access~~operations toare ~~personal~~conducted ~~health~~through ~~and~~our ~~non~~wholly-~~health~~owned ~~information.~~subsidiaries, ~~Many~~Malecon ofPharmacy, ~~these~~Inc. ~~laws~~Malecon ~~apply~~Pharmacy, ~~to our business~~Inc., ~~Medicare and Medicaid Reimbursement Medicare~~ is a ~~federally~~vertically ~~funded~~integrated ~~program~~company ~~that~~focused ~~provides~~on ~~health~~healthcare ~~insurance coverage for qualified persons age 65 or older~~ and ~~for~~operating ~~some~~in ~~disabled~~the ~~persons~~highly ~~with~~lucrative ~~certain~~pharmaceutical, ~~specific conditions. State-funded Medicaid programs provide~~ medical ~~benefits to groups of low-income~~ and ~~disabled~~wellness ~~individuals~~industries, ~~some~~since ~~of whom may have inadequate or no medical insurance~~1974. ~~Currently,~~We ~~most of our commercially available formulations~~ are ~~sold~~licensed inprovider ~~cash~~of ~~transactions~~innovative ~~and our customers may choose to seek reimbursement opportunities from Medicare~~health, ~~Medicaid~~wellness and ~~other~~pharmacy ~~third~~services ~~parties~~through ~~to the extent that they exist. As part of~~ our ~~initiative,~~pharmacy welocated ~~work~~in ~~with third-party insurers~~Hialeah, ~~pharmacy benefit managers and buying groups to offer patient-specific customizable compounded formulations at accessible prices~~Florida. 1615

WeGovernmental ~~plan~~Regulation toOur ~~continue~~business is subject to ~~devote~~federal, ~~time~~state and ~~other~~local ~~resources~~laws, toregulations, ~~seek~~and ~~reimbursement~~administrative ~~and~~practices, ~~patient~~including, ~~pay~~among ~~opportunities~~others: ~~for~~federal, ~~these~~state and ~~other~~local ~~compounded~~licensure ~~formulations~~and registration requirements concerning the operation of pharmacies and wethe ~~have~~practice ~~hired~~of pharmacy; ~~billers~~the toHealth ~~process~~Insurance ~~certain~~Portability ~~existing~~and ~~reimbursement~~Accountability ~~opportunities~~Act ~~for~~(HIPAA); ~~certain~~the ~~formulations.~~Patient ~~However,~~Protection weand ~~may~~Affordable beCare ~~unsuccessful~~Act inand ~~achieving~~the ~~these~~Health ~~goals,~~Care asand ~~many~~Education ~~third-party~~Reconciliation ~~payors~~Act ~~have~~of ~~imposed~~2012 ~~significant~~(collectively, ~~restrictions~~the onHealth ~~reimbursement~~Reform ~~for~~Law); ~~compounded~~statutes ~~formulations~~and inregulations ~~recent~~of ~~years~~the FDA, the U.S. ~~Moreover~~Federal Trade Commission, ~~third-party~~the ~~payors~~U.S. Drug Enforcement Administration and the U.S. Consumer Product Safety Commission, ~~including~~as ~~Medicare~~well as regulations promulgated by comparable state agencies concerning the sale, advertisement and promotion of the products we sell. Below are ~~increasingly~~descriptions ~~attempting~~of tosome ~~contain~~of ~~health~~the ~~care~~various ~~costs~~federal and state laws and regulations which may govern or impact our current and planned operations. Pharmacy Regulation Our pharmacy operations are regulated by ~~limiting~~both ~~coverage~~individual states and the ~~level~~federal ofgovernment. ~~reimbursement~~Every ~~for~~state ~~new~~has ~~drugs~~laws and byregulations ~~refusing~~addressing pharmacy operations, inincluding ~~some~~regulations ~~cases,~~relating specifically to ~~provide~~compounding ~~coverage~~pharmacy ~~for~~operations. ~~uses~~These ofregulations ~~approved~~generally ~~products~~include licensing requirements for ~~disease~~pharmacists, ~~indications~~pharmacy ~~for~~technicians ~~which~~and ~~the~~pharmacies, ~~FDA~~as ~~has~~well ~~not~~as ~~granted~~regulations ~~labeling~~related ~~approval.~~to ~~Further~~compounding processes, ~~the~~safety ~~Health~~protocols, ~~Reform~~purity, ~~Law~~sterility, ~~may~~storage, ~~have~~controlled asubstances, ~~considerable~~recordkeeping ~~impact~~and onregular ~~the~~inspections, ~~existing~~among Uother things.S. ~~system~~State ~~for~~rules ~~the~~and ~~delivery~~regulations ~~and~~are ~~financing~~updated periodically, generally under the jurisdiction of ~~health~~individual ~~care~~state ~~and~~boards ~~could~~of ~~conceivable~~pharmacy. ~~have~~Failure ato ~~material~~comply ~~effect~~with onthe ~~our~~state ~~business.~~pharmacy Asregulations of a particular state could result, ~~reimbursement~~in a pharmacy being prohibited from ~~Medicare~~operating in that state, ~~Medicaid~~financial penalties and/or ~~other~~becoming ~~third-party~~subject ~~payors~~to ~~may~~additional ~~never~~oversight befrom ~~available~~that ~~for~~state’s ~~any~~board of ~~our~~pharmacy. ~~products~~In oraddition, ifmany ~~available,~~states ~~may~~are ~~not~~considering beimposing, ~~sufficient~~or tohave ~~allow~~already usbegun to ~~sell~~impose, ~~the~~more ~~products~~stringent requirements on acompounding ~~competitive~~pharmacies. ~~basis~~If ~~and~~our atpharmacy ~~desirable~~operations ~~price~~become ~~points.~~subject Toto ~~the~~additional ~~extent~~licensure werequirements, ~~obtain~~are ~~third-party~~unable ~~reimbursement~~to ~~for~~maintain ~~our~~their ~~compounded~~required ~~formulations,~~licenses weor ~~may~~if ~~become~~states ~~subject~~place toburdensome ~~Medicare~~restrictions or limitations on pharmacies, ~~Medicaid~~our ~~and~~ability ~~other~~to ~~publicly~~operate ~~financed~~could ~~health~~be ~~benefit~~limited. ~~plan~~Certain ~~regulations~~provisions ~~prohibiting~~of ~~kickbacks~~the FDCA govern the preparation, ~~beneficiary~~handling, ~~inducement~~storage, marketing and ~~the~~distribution ~~submission~~ of ~~false~~pharmaceutical ~~claims~~products. ~~Critical~~The ~~Accounting~~Drug ~~Policies~~Quality and ~~Estimates~~Security ~~Our~~Act ~~discussion~~of 2013 (DQSA) clarifies and ~~analysis~~strengthens ofthe ~~our~~federal ~~financial~~regulatory ~~condition~~framework ~~and~~governing ~~results~~compounding ofpharmacies. ~~operations~~Title ~~are~~1 ~~based~~of ~~upon~~the ~~our~~DQSA, ~~financial~~the ~~statements~~Compounding Quality Act, ~~which~~modifies ~~have~~provisions ~~been~~of ~~prepared~~the inSection ~~accordance~~503A ~~with~~of ~~accounting~~the ~~principles~~FDCA ~~generally~~that ~~accepted~~were infound to be unconstitutional by the ~~United~~U.S. ~~States~~Supreme Court in 2002. ~~The~~In ~~preparation~~general, Section 503A provides that pharmacies are exempt from the provisions of ~~these~~the ~~financial~~FDCA ~~statements~~requiring ~~requires~~compliance uswith tocGMP, ~~make~~labeling ~~estimates~~with adequate directions for use and ~~judgments~~FDA ~~that~~approval ~~affect~~prior to marketing if the ~~reported~~pharmacy ~~amounts~~complies ofwith ~~assets~~certain other requirements. Among other things, ~~liabilities~~to comply with Section 503A, ~~revenues~~a ~~and~~compounded ~~expenses.~~drug Onmust be compounded by a licensed pharmacist for an ~~ongoing~~identified ~~basis,~~individual wepatient ~~evaluate~~on ~~our~~the ~~estimates,~~basis ~~including~~of ~~those~~a ~~related~~valid toprescription. ~~uncollectible~~Pharmacies ~~receivables,~~may ~~inventory~~only ~~valuation,~~compound ~~deferred~~in ~~compensation~~limited ~~and~~quantities ~~contingencies.~~before Wereceipt ~~base~~of ~~our~~a ~~estimates~~prescription onfor ~~historical~~an ~~performance~~individual patient and are subject to limitations on ~~various~~anticipatory ~~other~~compounding ~~assumptions~~for ~~that~~distribution, wewhich ~~believe~~generally topermit beanticipatory ~~reasonable~~compounding ~~under~~only ~~the~~based ~~circumstances~~on historical prescription volumes. ~~These~~Confidentiality, ~~estimates~~Privacy ~~allow~~and usHIPAA toOur ~~make~~pharmacy ~~judgments~~operations ~~about~~involve the ~~carrying~~receipt, ~~values~~use and disclosure of ~~assets~~confidential medical, pharmacy and ~~liabilities~~other ~~that~~health-related ~~are~~information. ~~not~~In ~~readily~~addition, ~~apparent~~we ~~from~~use ~~other~~aggregated ~~sources.~~and Weblinded ~~believe~~(anonymous) ~~the~~data ~~following~~for ~~accounting~~research ~~policies~~and ~~are~~analysis ~~our~~purposes. ~~critical~~The ~~accounting~~federal ~~policies~~privacy ~~because~~regulations ~~they~~under HIPAA are ~~important~~designed to protect the ~~portrayal~~medical information of ~~our~~a ~~financial~~healthcare ~~condition~~patient or health plan enrollee that could be used to identify the individual. Among other things, HIPAA limits certain uses and ~~results~~disclosures of ~~operations~~protected health information and ~~they~~requires ~~require~~compliance ~~critical~~with ~~management~~federal ~~judgments~~security regulations regarding the storage, utilization and ~~estimates~~transmission ~~about~~of ~~matters~~and ~~that~~access ~~may~~to beelectronic ~~uncertain~~protected health information. IfThe ~~actual~~requirements ~~results~~imposed orby ~~events~~HIPAA ~~differ~~are ~~materially~~extensive. ~~from~~In ~~those~~addition, ~~contemplated~~most bystates ushave inenacted ~~making~~privacy ~~these~~and ~~estimates~~security laws that protect identifiable patient information that is not health-related. Further, ~~our~~several ~~reported~~states ~~financial~~have ~~condition~~enacted more protective and ~~results~~comprehensive ofpharmacy-related ~~operations~~privacy legislation that not only applies to patient records but also prohibits the transfer or use for ~~future~~commercial ~~periods~~purposes ~~could~~of bepharmacy ~~materially~~data ~~affected.~~that ~~Pharmacy~~identifies ~~Services~~prescribers. WeThese ~~sells~~regulations ~~prescription~~impose ~~drugs~~substantial ~~directly~~requirements ~~through~~on ~~our~~covered ~~mail~~entities ~~service~~and ~~pharmacies,~~their ~~home~~business ~~delivery~~associates regarding the storage, utilization and ~~through~~transmission ~~our~~of ~~retail~~and ~~pharmacy.~~access Weto ~~recognize~~personal ~~revenues~~health ~~from~~and ~~prescription~~non-health ~~drugs~~information. ~~sold~~Many byof these laws apply to our ~~mail~~business. ~~service~~Medicare and ~~home~~Medicaid ~~delivery~~Reimbursement ~~and~~Medicare ~~the~~is ~~retail~~a ~~pharmacy~~federally ~~through~~funded ~~contracts~~program ~~where~~that weprovides ~~are~~health ~~the~~insurance ~~principal~~coverage ~~using~~for ~~the~~qualified ~~gross~~persons ~~method~~age at65 ~~the~~or ~~contract~~older ~~prices~~and ~~negotiated~~for some disabled persons with ~~our~~certain ~~customers~~specific conditions. ~~Revenue~~State-funded ~~from~~Medicaid ~~Pharmacy~~programs ~~Services~~provide ~~includes:~~medical ~~(i)~~benefits ~~the~~to ~~portion~~groups of ~~the~~low-income ~~price~~and ~~the~~disabled ~~customer~~individuals, ~~pays~~some ~~directly~~of towhom usmay have inadequate or no medical insurance. Currently, ~~net~~most of ~~any~~our ~~volume-related~~commercially oravailable ~~other~~formulations ~~discounts~~are ~~paid~~sold ~~back~~in cash transactions and our customers may choose to ~~the~~seek ~~customer~~reimbursement opportunities from Medicare, ~~(ii)~~Medicaid ~~the~~and ~~portion~~other ofthird parties to the ~~price~~extent ~~paid~~that tothey usexist. inAs apart ~~national~~of ~~retail~~our initiative, we work with third-party insurers, pharmacy ~~network~~benefit ~~through~~managers ~~the~~and ~~customers~~buying ~~insurance~~groups to offer patient-specific customizable compounded formulations at accessible prices. We plan, to continue to devote time and ~~(iii)~~other ~~administrative~~resources ~~payments~~to ~~from~~seek ~~national~~reimbursement ~~retail~~and ~~pharmacy~~patient ~~network~~pay ~~contracts~~opportunities for ~~incentives~~these and ~~initiatives.~~other ~~SEC~~compounded ~~Staff~~formulations ~~Accounting~~and ~~Bulletin~~we ~~104,~~have ~~“Revenue~~hired ~~Recognition,~~pharmacy ~~corrected~~billers ~~copy”~~to (process ~~“SAB~~certain ~~104”)~~existing ~~provides~~reimbursement ~~the~~opportunities ~~general~~for ~~criteria~~certain ~~for~~formulations. ~~the~~However, ~~timing~~we ~~aspect~~may ofbe ~~revenue~~unsuccessful ~~recognition,~~in ~~including~~achieving ~~consideration~~these ofgoals, ~~whether:~~as ~~(i)~~many ~~persuasive~~third-party ~~evidence~~payors ofhave animposed ~~arrangement~~significant ~~exists,~~restrictions ~~(ii)~~on ~~delivery~~reimbursement ~~has~~for ~~occurred~~compounded orformulations ~~services~~in ~~have~~recent ~~been~~years. ~~rendered~~Moreover, ~~(iii)~~third-party ~~the~~payors, ~~seller’s~~including ~~price~~Medicare, are increasingly attempting to ~~the~~contain ~~buyer~~health iscare ~~fixed~~costs orby ~~determinable~~limiting coverage and ~~(iv)~~the ~~collectability~~level isof ~~reasonably~~reimbursement ~~assured.~~for ~~The~~new ~~Company~~drugs ~~has~~and ~~established~~by ~~the~~refusing, ~~following~~in ~~revenue~~some ~~recognition~~cases, ~~policies~~to inprovide ~~accordance~~coverage ~~with~~for ~~SAB~~uses ~~104:~~of ·approved ~~Revenues~~products ~~generated~~for ~~from~~disease ~~prescription~~indications ~~drugs~~for ~~sold~~which bythe ~~mail~~FDA ~~service~~has ~~pharmacies~~not ~~are~~granted ~~recognized~~labeling ~~when~~approval. Further, the ~~prescription~~Health isReform ~~shipped~~Law may have a considerable impact on the existing U.S. Atsystem for the ~~time~~delivery and financing of ~~shipment,~~health ~~the~~care ~~Company~~and ~~has~~could ~~performed~~conceivable ~~substantially~~have ~~all~~a ofmaterial ~~its~~effect ~~obligations~~on ~~under~~our ~~its~~business. ~~customer~~As ~~contracts~~a result, reimbursement from Medicare, Medicaid and ~~does~~other ~~not~~third-party ~~experience~~payors amay ~~significant~~never ~~level~~be available for any of ~~reshipments.~~our ·products ~~Revenues~~or, ~~generated~~if ~~from~~available, ~~prescription~~may ~~drugs~~not ~~sold~~be ~~through~~sufficient ~~national~~to ~~retail~~allow ~~pharmacy~~us ~~network~~to ~~and~~sell ~~associated~~the ~~administrative~~products ~~fees~~on ~~are~~a ~~recognized~~competitive basis and at desirable price points. To the ~~point~~extent we obtain third-~~of-sale~~party reimbursement for our compounded formulations, ~~which~~we ismay ~~when~~become ~~the~~subject ~~claim~~to isMedicare, ~~adjudicated~~Medicaid byand other publicly financed health benefit plan regulations prohibiting kickbacks, beneficiary inducement and the ~~online~~submission ~~claims~~of ~~processing~~false ~~system~~claims. 1716

Critical Accounting Policies and Estimates 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. Pharmacy Services. We sells prescription drugs directly through our mail service pharmacies, home delivery, and through our retail pharmacy. We recognize revenues from prescription drugs sold by our mail service and home delivery and the retail pharmacy through contracts where we are the principal using the gross method at the contract prices negotiated with our customers. Revenue from Pharmacy Services includes: (i) the portion of the price the customer pays directly to us, net of any volume-related or other discounts paid back to the customer, (ii) the portion of the price paid to us in a national retail pharmacy network through the customers insurance plan, and (iii) administrative payments from national retail pharmacy network contracts for incentives and initiatives. SEC Staff Accounting Bulletin 104, “Revenue Recognition, corrected copy” ( “SAB 104”) provides the general criteria for the timing aspect of revenue recognition, including consideration of whether: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable and (iv) collectability is reasonably assured. The Company has established the following revenue recognition policies in accordance with SAB 104: · Revenues generated from prescription drugs sold by mail service pharmacies are recognized when the prescription is shipped. At the time of shipment, the Company has performed substantially all of its obligations under its customer contracts and does not experience a significant level of reshipments. · Revenues generated from prescription drugs sold through national retail pharmacy network and associated administrative fees are recognized at the point-of-sale, which is when the claim is adjudicated by the online claims processing system. We determine whether we are the principal or agent for our national retail pharmacy network transactions using the indicators set forth in Emerging Issues Task Force (“EITF”) Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent” on a contract by contract basis. In all of our current contracts, we have determined we are the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in establishing the price, changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications and (v) having credit risk. Responsibilities under our customer contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the physician prior to dispensing, suggesting clinically appropriate generic alternatives where appropriate and approving the prescription for dispensing. Although we do not have credit risk with respect to Retail Co-Payments, management believes that all of the other indicators of gross revenue reporting are present. Drug Discounts ~ We deduct from our revenues any discounts paid to our customers as required by EITF No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products)” (“EITF 01-9”). Retail Pharmacy Segment ~ We recognize revenue from the sale of merchandise (other than prescription drugs) at the time the merchandise is purchased by the retail customer. Revenue from the sale of prescription drugs is recognized at the time the prescription is filled, which is or approximates when the retail customer picks up the prescription. Customer returns are not material. Revenue generated from the performance of services is recognized at the time the services are performed. Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue. ~~Our~~ operating results for the three months ended July 31, 2016 and 2015 are summarized as follows: For the Three Months Ended July 31, 2016 2015 Revenue $ 514,448 $ 67,036 Cost of Goods Sold 388,876 44,466 Gross Profit 125,572 22,570 Expenses 149,677 42,082 Net Loss from operations (24,105) (19,512) Results of Operations Three Months Ended July 31, 2016 Compared to Three Months Ended July 31, 2015 Revenue Our revenue from operations for the three months ended July 31, 2016 was $514,448 compared to $67,036, an increase of $447,412, for the three months ended July 31, 2015. This increase is primarily due to an increase in sales upon the acquisition of Malecon Pharmacy on June 22, 2016. Revenues consist primarily of results from the sales of prescription drugs, non-prescription drugs, and specialty products and related accessories. Cost of Goods Sold Our cost of goods sold for the three months ended July 31, 2016 was $388,876 compared to $44,466 for the three months ended July 31, 2015. This increase is primarily due to the increase in sales. 18 17

~~Gross Profit~~ Our ~~gross~~operating ~~profit~~results for the three months ended October ~~July~~ 31, 2016 ~~was~~and ~~$125,572~~2015 ~~compared~~are tosummarized ~~$22,570~~as ~~for~~follows: For the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~July~~October 31, 2016 2015. Revenue $ 1,285,503 $ 11,707 Cost ~~The~~of ~~gross~~Goods ~~profit~~Sold 904,692 3,616 Gross ~~of $125~~Profit 380,~~572~~811 8,091 Expenses 345,344 75,196 Net ~~for~~Income(Loss) from operations 35,467 (67,105) For the ~~three~~Six ~~months~~Months ~~ended~~Ended ~~July~~October 31, 2016 2015 Revenue $ 1,799,950 $ 78,743 Cost ~~represents~~of ~~approximately~~Goods ~~24.4%~~Sold 1,293,568 48,082 Gross asProfit 506,382 30,661 Expenses 495,021 117,278 a Net ~~percentage~~Income(Loss) offrom ~~total~~operations 11,361 (86,617) Results ~~revenue.~~of ~~The~~Operations Three ~~gross~~Months ~~profit~~Ended October ~~of $22~~31,~~570~~ ~~for~~2016 ~~the~~Compared ~~three~~to ~~months~~Three ~~ended~~Months ~~July~~Ended October 31, 2015 Revenue Our ~~represents approximately 34% as a percentage of total~~ revenue. ~~This~~from ~~decrease~~operations infor the ~~gross~~three ~~profit~~months ~~percentage~~ended isOctober ~~primarily attributed to the pricing policies of the company’s new subsidiary~~31, ~~Malecon~~2016 ~~Pharmacy.~~was ~~Operating Expenses Our operating expenses increased by~~ $~~107~~1,~~595~~285,503 compared to $~~149~~11,~~677~~707, ~~for~~an ~~the~~increase ~~three~~of ~~months ended July 31~~$1, ~~2016~~273, ~~from $42~~796,~~082~~ for the three months ended ~~July~~October 31, 2015. This ~~The~~ increase ~~was~~is primarily due to ~~the~~an increase in ~~selling,~~sales ~~general~~upon ~~and~~the ~~administrative~~acquisition ~~expenses~~ of ~~$23,076,~~Malecon anPharmacy ~~increase~~on inJune ~~payroll of $44~~22,~~878,~~ an2016. Revenues ~~increase~~consist inprimarily ~~consulting~~ of ~~$38,933,~~results afrom ~~decrease~~the insales ~~amortization~~ of ~~$367~~prescription drugs, non-prescription drugs, and anspecialty ~~increase~~products inand ~~professional~~related ~~fees~~accessories. Cost of ~~$1,075.~~Goods Sold Our ~~total~~cost ~~operating~~of ~~expenses~~goods sold for the three months ended ~~July~~October 31, 2016 ofwas $~~149~~904,~~677~~692 ~~consisted~~compared ofto $643,~~791~~616 offor ~~selling,~~the ~~general~~three ~~and~~months ~~administrative~~ended ~~expenses,~~October ~~$44~~31,~~878~~ in2015. ~~payroll~~This ~~expenses,~~increase ~~$38,933~~is inprimarily ~~consulting~~due ~~fees,~~to ~~and~~the ~~$1,075~~increase in ~~professional fees~~sales. Gross Profit Our ~~general~~gross ~~and~~profit ~~administrative~~for ~~expenses~~the ~~consist~~three ofmonths ~~salaries,~~ended ~~bank~~October ~~charges~~31, ~~telephone~~2016 ~~expenses~~was $380,811 ~~meals~~compared ~~and~~to ~~entertainments~~$8,091 ~~computer~~for ~~and~~the ~~internet~~three ~~expenses,~~months ~~postage~~ended ~~and~~October ~~delivery~~31, ~~office supplies and other expenses~~2015. ~~Net~~The ~~Loss~~gross ~~Our~~profit ~~net~~of ~~loss increased by~~ $33380,~~527~~811 ~~to $53,039~~ for the three months ended ~~July~~October 31, 2016 ~~compared~~represents toapproximately 29.6% as a ~~net~~percentage ~~loss~~of total revenue. The gross profit of $198,~~512~~091 for the three months ~~ending~~ended ~~July~~October 31, 2015 represents approximately 69.1% ~~The~~as ~~increase~~a inpercentage ~~net~~of ~~loss~~total ~~compared~~revenue. toThis decrease in the ~~prior~~gross ~~period~~profit percentage is primarily aattributed ~~result~~to of the ~~increase~~pricing inpolicies ~~operating expenses~~ of ~~$107,595,~~ the ~~increase~~company’s innew ~~gross profit of $103~~subsidiary,~~002~~ ~~and~~Malecon ~~the~~Pharmacy. Operating ~~increase~~Expenses Our inoperating ~~other~~ expenses ofincreased by $28270,~~934.~~148 ~~Liquidity~~to ~~and~~$345,344 ~~Capital~~for ~~Resources Introduction During~~ the three months ended ~~July~~October 31, 2016, ~~because~~from of$75,196 for the ~~acquisition~~three ofmonths ~~Malecon~~ended ~~Pharmacy~~October 31, ~~we generated positive operating cash flows~~2015. The ~~net~~increase ~~cash provided by operating activities~~ was ~~$329,879,~~primarily ~~and~~due ~~our~~to ~~cash~~the onincreases ~~hand~~in aspayroll of ~~July 31, 2016 was~~ $~~233~~69,~~460.~~874, ~~Cash~~consulting ~~Requirements~~fees ~~We had cash available~~ of $~~233~~131,~~460 as of July 31~~738, ~~2016. Based on our revenues~~selling, ~~cash~~general ~~on hand~~ and ~~current~~administrative ~~monthly~~expenses ~~burn~~of ~~rate, around~~ $1775,000, ~~we believe that our operations are sufficient to fund operations through April 2017. Sources~~ and ~~Uses~~depreciation of ~~Cash~~$7,286, ~~Operations~~and Wea ~~had~~decrease ~~net cash provided~~ in ~~operating~~professional ~~activities~~fees of $~~329~~13,~~879~~750. ~~for~~ Our ~~the~~total ~~three~~operating ~~months~~expenses ~~ended July 31, 2016, as compared to cash used of $53,325~~ for the three months ended ~~July~~October 31, ~~2015.~~2016 ~~Net cash provided in operations consisted primarily~~ of ~~the net income of~~ $1345,~~028,134.~~344 ~~Changes in assets and liabilities~~ consisted of ~~increases~~$136,079 ~~in inventory~~ of ~~$248~~selling,~~374,~~ general ~~accounts~~and ~~receivable~~administrative ofexpenses, $~~753~~69,~~908,~~874 ~~a decrease~~ in ~~prepaid~~payroll expenses, of $3131,~~300,~~738 ~~and an increase~~ in ~~accounts~~consulting ~~payable~~fees, ofand $~~300~~7,~~727.~~653 ~~Investments~~in Wedepreciation ~~had~~expenses. ~~net~~Our ~~cash~~general ~~used~~and inadministrative ~~investing~~expenses ~~activities~~consist of $3rent,~~748,265~~ ~~for~~bank ~~the~~charges, ~~three~~telephone ~~months~~expenses, ~~ended~~meals ~~July~~and 31entertainments, ~~2016~~computer and $0internet inexpenses, ~~cash~~postage ~~used~~and indelivery, ~~investing~~office ~~activities~~supplies ~~for~~and ~~the~~other ~~three months ended July 31, 2015~~expenses. 19 18

~~Financing~~Net WeIncome ~~had~~Our net ~~cash~~loss ~~provided~~decreased inby ~~financing~~$28,800 ~~activities~~to of $338,~~630,012~~305 for the three months ended ~~July~~October 31, 2016, as compared to a net ~~cash~~loss ~~used~~ of $267,~~850~~105 for the three months ~~ended~~ending ~~July~~October 31, 2015. ~~Our~~The ~~financing~~decrease ~~activities~~in ~~consisted~~net ~~primary~~income ofcompared ~~proceeds~~to ~~from~~ the ~~issuance~~prior ofperiod ~~stock~~is ofprimarily ~~$2,340,251,~~a ~~loans~~result of ~~$567,932~~the ~~from~~increase toin ~~related~~operating ~~party~~expenses of $270,148 and anthe increase in ~~notes~~gross ~~payable~~profit of $~~721~~372,~~829~~720. ~~Off-Balance~~Six ~~Sheet~~Months ~~Arrangements~~Ended WeOctober ~~have~~31, no2016 ~~off-balance~~Compared ~~sheet~~to ~~arrangements~~Six ~~that~~Months ~~have~~Ended orOctober ~~are~~31, ~~reasonably~~2015 ~~likely~~Revenue toOur ~~have~~revenue afrom ~~current~~operations orfor ~~future~~the ~~effect~~six onmonths ~~our~~ended ~~financial~~October ~~condition~~31, ~~changes~~2016 inwas ~~financial condition~~$1,799,950 ~~revenues~~compared orto ~~expenses~~$78,743, ~~results~~an increase of ~~operations~~$1, ~~liquidity~~721,207, ~~capital~~for ~~expenditures~~the orsix ~~capital~~months ~~resources~~ended ~~that~~October we31, ~~consider material~~2015. ~~Going~~This ~~Concern~~increase ~~Our~~is ~~financial~~primarily ~~statements~~due ~~are~~to ~~prepared~~an ~~using~~increase ~~generally~~in ~~accepted~~sales ~~accounting~~upon ~~principles, which contemplate~~ the ~~realization~~acquisition of ~~assets~~Malecon ~~and~~Pharmacy ~~liquidation~~on ofJune ~~liabilities~~22, in2016. ~~the~~Revenues ~~normal~~consist ~~course~~primarily of ~~business.~~results ~~Because~~from the ~~business~~sales isof ~~relatively~~prescription ~~new~~drugs, ~~and~~non-prescription ~~has~~drugs, aand ~~short~~specialty ~~history~~products and ~~relatively~~related ~~few~~accessories. ~~sales,~~Cost ~~no certainty~~ of ~~continuation~~Goods ~~can~~Sold beOur ~~stated.~~cost ~~The~~of ~~accompanying~~goods ~~financial~~sold ~~statements~~ for the ~~three~~six months ended ~~July~~October 31, 2016 ~~and~~was ~~2015~~$1,293,568 ~~have~~compared ~~been~~to ~~prepared~~$48,082 ~~assuming~~for ~~that~~the wesix ~~will~~months ~~continue~~ended asOctober ~~a going concern~~31, ~~which~~2015. ~~contemplates~~This ~~the~~increase ~~realization~~is ofprimarily ~~assets~~due ~~and~~to ~~satisfaction~~the ofincrease ~~liabilities~~ in ~~the normal course of business~~sales. ~~The~~Gross ~~Company~~Profit ~~has~~Our ~~incurred~~gross ~~losses~~profit ~~from~~for ~~operations~~the ~~and~~six ~~has~~months aended ~~working~~October ~~capital deficit~~31, ~~which~~2016 ~~raises~~was ~~substantial~~$506,382 ~~doubt~~compared ~~about~~to ~~its~~$30,661 ~~ability~~for tothe ~~continue~~six asmonths aended ~~going~~October ~~concern~~31, ~~Item 3~~2015. ~~Quantitative~~The ~~and~~gross ~~Qualitative~~profit ~~Disclosures~~of ~~about~~$506,382 ~~Market~~for ~~Risk~~the Wesix ~~are~~months aended ~~smaller~~October ~~reporting company and therefore~~31, we2016 ~~are~~represents ~~not~~approximately ~~required~~28.1% toas ~~provide~~a ~~information~~percentage ~~required by this Item~~ of ~~Form~~total ~~10-Q~~revenue. ~~Item~~The 4.gross ~~Controls~~profit ~~and Procedures Evaluation~~ of ~~Disclosure~~$30,661 ~~Controls~~for ~~and~~the ~~Procedures~~six ~~Disclosure~~months ~~controls~~ended ~~and~~October ~~procedures~~31, ~~(as~~2015 ~~defined~~represents inapproximately ~~Rules~~38.9% ~~13a-15(e)~~as ~~and~~a ~~15d-15(e)~~percentage ~~under~~of ~~the~~total ~~Exchange~~revenue. ~~Act)~~This ~~are~~decrease ~~designed to ensure that information required to be disclosed~~ in ~~reports filed or submitted under~~ the ~~Exchange~~gross ~~Act~~profit percentage is ~~recorded,~~primarily ~~processed,~~attributed ~~summarized~~to ~~and reported within~~ the ~~time~~pricing ~~periods~~policies ~~specified~~of inthe ~~SEC~~company’s ~~rules~~new ~~and~~subsidiary, ~~forms~~Malecon Pharmacy. ~~Disclosure~~Operating ~~controls~~Expenses ~~and~~Our ~~procedures~~operating ~~are~~expenses ~~also~~increased ~~designed~~by $377,923 to ~~ensure~~$495,021 ~~that~~for ~~such~~the ~~information~~six ismonths ~~accumulated~~ended ~~and~~October ~~communicated~~31, to2016, ~~management~~from $117,278 ~~including~~for the ~~principal~~six ~~executive~~months ~~officer~~ended ~~and~~October ~~principal financial officer~~31, to2015. ~~allow~~The ~~timely~~increase ~~decisions~~was ~~regarding~~primarily ~~required~~due ~~disclosures.~~to Wethe ~~carried~~increase ~~out~~in ~~an evaluation~~selling, ~~under~~general ~~the supervision~~ and ~~with~~administrative ~~the~~expenses ~~participation~~ of ~~management~~$98,076, ~~including~~an ~~our~~increase ~~principal~~in ~~executive~~payroll ~~officer~~of ~~and~~$114,752, ~~principal~~an ~~financial~~increase ~~officer,~~in ofconsulting ~~the~~fees ~~effectiveness~~ of ~~the~~$170,670, ~~design~~an ~~and~~increase ~~operation~~in depreciation of ~~our~~$6,920, ~~disclosure~~and ~~controls~~a ~~and~~decrease ~~procedures~~in asprofessional fees of ~~July 31~~$12, ~~2015~~675. InOur ~~designing~~total ~~and~~operating ~~evaluating~~expenses for the ~~disclosure~~six ~~controls~~months ~~and~~ended ~~procedures~~October 31, ~~management~~2016 ~~recognizes~~of ~~that~~$495,021 ~~there~~consisted ~~are inherent limitations to the effectiveness~~ of ~~any~~$200,871 ~~system~~ of ~~disclosure~~selling, ~~controls~~general and ~~procedures~~administrative expenses, ~~including~~$114,752 ~~the~~in ~~possibility~~payroll ofexpenses, ~~human~~$1,075 ~~error~~in ~~and~~professional ~~the~~fees, ~~circumvention~~$170,670 orin ~~overriding~~consulting offees, ~~the controls~~ and ~~procedures. Accordingly~~$7,653 ~~even~~in ~~effective~~depreciation ~~disclosure~~expenses. ~~controls~~Our general and ~~procedures~~administrative ~~can~~expenses ~~only~~consist ~~provide~~of ~~reasonable~~salaries, ~~assurance~~bank ofcharges, ~~achieving~~telephone ~~their~~expenses, ~~desired~~meals ~~control~~and ~~objectives. Additionally~~entertainments, incomputer ~~evaluating~~ and ~~implementing~~internet ~~possible~~expenses, ~~controls~~postage and ~~procedures~~delivery, ~~management~~office issupplies ~~required~~and toother ~~apply~~expenses. ~~its~~Net ~~reasonable~~Income ~~judgment.~~Our ~~Based~~net onincome ~~the~~increased ~~evaluation~~by ~~described above~~$1,076,446 ~~our~~to ~~principal~~$989,829 ~~executive~~for ~~officer~~the ~~and~~six ~~principal~~months ~~financial~~ended ~~officer~~October ~~concluded~~31, ~~that~~2016 ~~our~~compared ~~disclosure~~to ~~controls~~a ~~and~~net ~~procedures~~loss ~~were~~of ~~not~~$86,617 ~~effective~~for asthe ofsix ~~the~~months ~~end~~ending ofOctober ~~the~~31, ~~period~~2015. ~~covered~~The byincrease ~~this~~in ~~report~~net ~~because~~income wecompared ~~did~~to ~~not~~the ~~document~~prior ~~our~~period ~~Sarbanes-Oxley~~is ~~Act~~primarily ~~Section~~a ~~404~~result ~~internal~~of ~~controls~~the ~~and~~increase ~~procedures.~~in Asgain ~~funds~~from ~~become~~discontinued ~~available~~operation toof us$1,081,173, wethe ~~expect~~increase toin ~~implement~~operating ~~additional~~expenses ~~measures~~of to$377,743 ~~improve disclosure controls~~ and ~~procedures~~the ~~such~~increase asin ~~implementing~~gross ~~and~~profit ~~documenting~~of ~~our internal controls procedures~~$475,721. 2019

~~Changes~~Liquidity inand ~~internal~~Capital ~~controls~~Resources ~~over~~Introduction ~~financial~~During ~~reporting~~the ~~There~~six ~~have~~months ~~been~~ended noOctober ~~changes~~31, in2016 ~~our~~because ~~internal~~of ~~control~~the ~~over~~acquisition ~~financial~~of ~~reporting~~Malecon ~~during~~Pharmacy, ~~the~~we ~~quarter~~generated ~~ended~~positive ~~July~~operating ~~31,~~cash ~~2015~~flows. ~~that~~The ~~has~~net ~~materially~~cash ~~affected,~~provided orby isoperating ~~reasonably~~activities ~~likely~~was ~~to materially affect~~$55,370, and our ~~internal~~cash ~~control~~on ~~over~~hand ~~financial~~as ~~reporting~~of October 31, 2016 was $21,858. ~~Limitations~~Cash onRequirements ~~the~~We ~~Effectiveness~~had cash available of ~~Controls~~$21,858 Aas ~~control~~of ~~system~~October 31, no2016. ~~matter~~Based ~~how~~on ~~well~~our ~~designed~~revenues, ~~and~~cash ~~operated,~~on ~~can~~hand ~~provide~~and ~~only~~current ~~reasonable,~~monthly ~~not~~burn ~~absolute~~rate, ~~assurance~~we believe that ~~the~~our ~~control~~operations ~~system’s~~are ~~objectives~~sufficient ~~will~~to befund ~~met~~operations through April 2017. ~~The~~Sources ~~Company’s~~and ~~management,~~Uses ~~including~~of ~~its~~Cash ~~Principal~~Operations ~~Executive~~We ~~Officer~~had ~~and~~net ~~its~~cash ~~Principal~~provided ~~Financial~~in ~~Officer,~~operating doactivities ~~not~~of ~~expect~~$55,370 ~~that~~for the ~~Company’s~~six ~~disclosure~~months ~~controls~~ended ~~will~~October ~~prevent~~31, or2016, ~~detect~~as ~~all~~compared ~~errors~~to ~~and~~cash ~~all~~used ~~fraud.~~of ~~Further~~$62,153 for the ~~design~~six ofmonths aended ~~control~~October ~~system~~31, ~~must~~2015. ~~reflect~~Net ~~the~~cash ~~fact~~provided ~~that~~in ~~there~~operations ~~are~~consisted ~~resource~~primarily ~~constraints,~~of ~~and~~ the ~~benefits~~net income of ~~controls~~$989,829. ~~must~~Changes bein ~~considered~~assets ~~relative~~and toliabilities ~~their~~consisted ~~costs. Because~~ of ~~the~~increases ~~inherent limitations~~ in ~~all~~inventory ~~control~~of ~~systems~~$240,378, noaccounts ~~evaluation~~receivable of ~~controls~~$781,072, ~~can~~an ~~provide~~increase ~~absolute~~in ~~assurance~~Other ~~that~~receivable ~~all~~of ~~control~~$146,700, ~~issues~~ and ~~instances~~an increase in accounts payable of ~~fraud~~$240,378. ifInvestments ~~any,~~We ~~within~~had ~~the~~net ~~Company~~cash ~~have~~used ~~been~~in ~~detected.~~investing ~~These~~activities ~~inherent~~of ~~limitations~~$3,748,265 ~~include~~for the ~~realities~~six ~~that~~months ~~judgments~~ended inOctober ~~decision-making~~31, ~~can~~2016 beand ~~faulty,~~$0 ~~and~~in ~~that~~cash ~~breakdowns~~used ~~can~~in ~~occur~~investing ~~because~~activities offor ~~simple~~the ~~error~~six ormonths ~~mistake~~ended October 31, 2015. ~~Controls~~Financing ~~can~~We ~~also~~had benet ~~circumvented~~cash byprovided ~~the~~in ~~individual~~financing ~~acts~~activities of ~~some persons~~$3,692,919 byfor ~~collusion~~the ofsix ~~two~~months orended ~~more~~October ~~people~~31, or2016, byas ~~management~~compared ~~override~~to net cash used of $4,996 for the ~~controls~~six months ended October 31, 2015. ~~The~~Our ~~design~~financing activities consisted primary of ~~any~~cash ~~system~~proceeds from issuance of ~~controls~~common isstock ~~based~~of in$2,438,359, ~~part~~cash ~~upon~~proceeds ~~certain~~from ~~assumptions~~loan ~~about~~with ~~the~~related ~~likelihood~~parties of ~~future events~~$394,724 and ~~there~~an ~~can~~increase beof nonotes ~~assurance~~payable ~~that~~of ~~any~~$859,836. ~~design~~As ~~will~~part ~~succeed~~of inthe ~~achieving~~discontinued ~~its~~operations, ~~stated~~the ~~goals~~company ~~under~~purchased ~~all~~$1,052,250 ~~potential~~of ~~future~~its ~~conditions.~~company ~~Over~~stock ~~time,~~held ~~controls~~in ~~may~~treasury. ~~become~~Off-Balance ~~inadequate~~Sheet ~~because~~Arrangements ofWe ~~changes~~have inno ~~conditions~~off-balance orsheet ~~deterioration~~arrangements inthat ~~the~~have ~~degree~~or ofare ~~compliance~~reasonably ~~with~~likely ~~associated~~to ~~policies~~have a current or ~~procedures.~~future ~~Because~~effect ofon ~~the~~our ~~inherent~~financial ~~limitations~~condition, changes in afinancial ~~cost-effective~~condition, ~~control~~revenues ~~system~~or expenses, ~~misstatements~~results ~~due~~of tooperations, ~~error~~liquidity, orcapital ~~fraud~~expenditures ~~may~~or ~~occur~~capital ~~and~~resources ~~not~~that bewe ~~detected~~consider material. ~~PART~~Going IIConcern –Our ~~OTHER~~financial ~~INFORMATION~~statements ~~Item~~are 1.prepared ~~Legal~~using ~~Proceedings~~generally ~~From~~accepted ~~time~~accounting ~~to time~~principles, wewhich ~~may~~contemplate ~~become~~the ~~involved~~realization inof ~~various~~assets ~~lawsuits~~ and ~~legal~~liquidation ~~proceedings~~of ~~that~~liabilities ~~arise~~ in the ~~ordinary~~normal course of business. ~~However,~~Because ~~litigation~~the business is ~~subject~~relatively tonew ~~inherent uncertainties~~ and anhas ~~adverse~~a ~~result~~short inhistory ~~these~~and orrelatively ~~other~~few ~~matters~~sales, ~~may~~no ~~arise~~certainty ~~from~~of ~~time~~continuation tocan ~~time~~be ~~that~~stated. ~~may~~The ~~harm~~accompanying ~~our~~financial ~~business.~~statements ~~Except~~for asthe ~~set~~three ~~forth~~months ~~below~~and wesix ~~are~~months ~~currently~~ended ~~not~~October ~~aware~~31, of2016 ~~any~~and ~~such~~2015 ~~legal~~have ~~proceedings~~been orprepared ~~claims~~assuming that we ~~believe~~ will ~~have~~continue as a ~~material~~going ~~adverse~~concern, ~~effect~~which oncontemplates ~~our~~the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses from operations and has a working capital deficit, ~~financial~~which ~~condition~~raises orsubstantial ~~operating~~doubt ~~results~~about its ability to continue as a going concern. Item 1A3. Quantitative and Qualitative Disclosures about Market Risk ~~Factors~~We Asare a smaller reporting company and therefore, we are not required to provide ~~the~~ information required by this Item of Form 10-Q. Item 24. ~~Unregistered~~Controls ~~Sales~~and Procedures Evaluation of ~~Equity~~Disclosure ~~Securities~~Controls and ~~Use~~Procedures ofDisclosure ~~Proceeds~~controls Inand ~~the~~procedures ~~three~~(as ~~months~~defined ~~ended~~in ~~July~~Rules ~~31,~~13a-15(e) ~~2016,~~and we15d-15(e) ~~have~~under ~~not~~the ~~issued~~Exchange ~~any~~Act) ~~shares~~are ofdesigned ~~stock.~~to ~~Item~~ensure 3.that ~~Defaults~~information ~~Upon~~required ~~Senior~~to ~~Securities~~be ~~There~~disclosed ~~have~~in ~~been~~reports nofiled ~~events~~or ~~that~~submitted ~~are~~under ~~required~~the toExchange beAct is recorded, processed, summarized and reported ~~under~~within ~~this~~the ~~Item.~~time ~~Item~~periods 4.specified ~~Mine~~in ~~Safety~~SEC ~~Disclosures~~rules ~~There~~and ~~have~~forms. ~~been~~Disclosure nocontrols ~~events~~and ~~that~~procedures are ~~required~~also designed to beensure ~~reported~~that ~~under~~such ~~this~~information ~~Item.~~is ~~Item~~accumulated 5.and ~~Other~~communicated ~~Information~~to ~~There~~management, ~~have~~including ~~been~~the noprincipal ~~events~~executive ~~that~~officer ~~are~~and ~~required~~principal tofinancial beofficer, ~~reported~~to ~~under~~allow ~~this~~timely ~~Item.~~decisions ~~Item~~regarding 6required disclosures. ~~Exhibits~~20

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 October 31, 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.

Changes in internal controls over financial reporting

There have been no changes in our internal control over financial reporting during the quarter ended October 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In the three months ended October 31, 2016, we have not issued any shares of stock.

Item 3. Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

Item 4. Mine Safety Disclosures

There have been no events that are required to be reported under this Item.

Item 5. Other Information

There have been no events that are required to be reported under this Item.

Item 6. Exhibits

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.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
		* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Omni Health, Inc.
Dated: January 23, 2017		/s/ Andrey Soloviev
Dated: February 1, 2017		/s/ Andrey Soloviev
	By:	Andrey Soloviev
	Its:	Chief Executive Officer (Principal Executive Officer)

Dated: January 23, 2017		/s/ Michael W. Hawkins
Dated: February 1, 2017		/s/ Michael W. Hawkins
	By:	Michael W. Hawkins
	Its:	Chief Financial Officer (Principal Financial Officer)

Filing Compare · OMNI HEALTH, INC.