Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2016.
Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “
Omni Health
” or the “Company” refer to
Omni Health
, Inc.
Our Ability to Continue as a Going Concern
Our independent registered public accounting firm has issued its report dated
October 31
, 201
6
, in connection with the audit of our annual financial statements as of April 30, 201
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, that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 3 to the unaudited financial statements for the period ended July 31, 201
6
also describes the existence of conditions that raise substantial doubt about our ability to continue as a going concern.
O
verview
Corporate History
We were incorporated in Nevada on January 22, 2014. We began as a technology company that was engaged in the manufacturing and retailing of nicotine-free Electronic Cigarettes (“eCigs”) that are pre-packaged with vitamins, nutrients, and generic pharmaceuticals.
We were originally formed as a wholly-owned subsidiary of mCig, Inc. On February 24, 2014, our company entered into a Contribution Agreement with mCig, Inc. In accordance with this agreement we accepted the contribution by mCig, Inc. of specific assets consisting solely of pending trademarks for the term “VitaCig” filed with the USPTO and $500 in cash as contribution in exchange for 500,135,000 shares of common capital stock representing 100% of the shares outstanding of VitaCig, Inc.
On November 28, 2014, mCig completed the spin-off of 54.1% of VitaCig, Inc.
On June 17, 2016 VitaCig acquired Malecon Pharmacy, Inc., in a Stock Exchange Agreement. VitaCig issued LX Retail Group, LLC 575,000,000 common shares of stock in exchange for 100% of the stock of Malecon Pharmacy, Inc. Malecon Pharmacy, Inc., operates as a subsidiary of VitaCig, Inc. Malecon Pharmacy is a premiere anti-aging cream manufacturer, wholesaler, and distributor.
On June 22, 2016 VitaCig sold its eCig business element to mCig, Inc., in exchange for the return to treasury stock 172,500,000 shares of VitaCig stock and the reduction of the outstanding amount owed by Vitacig, Inc., to mCig, Inc., the amount of
$122,394. As a result of this transaction, VitaCig, Inc., became a holding company in which it has one wholly owned subsidiary, Malecon Pharmacy, Inc.
On August 9, 2016 the Company changed its name from “VitaCig, Inc.” to “Omni Health, Inc.”.
The fiscal year end is April 30.
Our Company
The Company operates a pharmacy in Hialeah, Florida. All of our operations are conducted through our wholly-owned subsidiaries, Malecon Pharmacy, Inc.
Malecon Pharmacy, Inc., is a vertically integrated company focused on healthcare and operating in the highly lucrative pharmaceutical, medical and wellness industries, since 1974. We are licensed provider of innovative health, wellness and pharmacy services through our pharmacy located in Hialeah, Florida.
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