Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - iHealthcare, Inc. | ex32.htm |
| EX-31 - EX-31 - iHealthcare, Inc. | ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED February 29, 2016
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 000-55378
Opulent Acquisition, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-3002847 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 141 NE 3rd Avenue, Miami, FL | 33132 | |
| (Address of principal executive offices) | (Zip Code) | |
N/A
(Former name if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X]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 (Section 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). [X]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 | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X]Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 12 , 2016: 20,000,000 shares of common stock.
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OPULENT ACQUISITION, INC.
INDEX
PART I-FINANCIAL INFORMATION
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PART I-FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
OPULENT ACQUISITION, INC.
(UNAUDITED)
| As
of February 29, 2016 |
As of November 30, 2015 | ||||||
| ASSETS | |||||||
| TOTAL ASSETS | $ | - | $ | - | |||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | |||||||
| Current Liabilities | |||||||
| Accrued expenses | $ | 3,500 | $ | 3,446 | |||
| Total Current Liabilities | 3,500 | 3,446 | |||||
| TOTAL LIABILITIES | 3,500 | 3,446 | |||||
| Stockholders’ Deficit | |||||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding) | - | - | |||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of February 29, 2016 and November 30, 2015) | 2,000 | 2,000 | |||||
| Additional Paid in Capital | 10,894 | 6,198 | |||||
| Accumulated Deficit | (16,394 | ) | (11,644) | ||||
| Total Stockholders’ Deficit | (3,500) | (3,446) | |||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | |||
See Accompanying Notes to Unaudited Financial Statements
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opulent Acquisition, INC.
(UNAUDITED)
| Three Months Ended February 29, 2016 | Three Months Ended February 28, 2015 |
||||
| Operating expenses | |||||
| Professional fees | $ | 4,750 | $ | 1,500 | |
| Total operating expenses | 4,750 | 1,500 | |||
| Net loss | $ | (4,750) | $ | (1,500) | |
| Basic and Diluted net loss per common share | $ | (0.00) | $ | (0.00) | |
| Weighted average number of common shares outstanding-Basic and Diluted | 20,000,000 | 20,000,000 |
See Accompanying Notes to Unaudited Financial Statements
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Opulent Acquisition, INC.
(UNAUDITED)
| For
the Three Months Ended February 29, 2016 |
For the Three Months Ended February 28, 2015 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | (4,750) | $ | (1,500) | |
| Adjustment to reconcile net loss to net cash used in operating activities: | |||||
| Expenses contributed to capital | 4,696 | 2,648 | |||
| Changes in current assets and liabilities: | |||||
| Accrued expenses | 54 | (1,148) | |||
| Net cash used in operating activities | - | - | |||
| Increase (Decrease) in cash | - | - | |||
| Beginning cash balance | - | - | |||
| Ending cash balance | $ | - | $ | - | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||
| Interest paid | $ | - | $ | - | |
| Income taxes paid | $ | - | $ | - | |
See Accompanying Notes to Unaudited Financial Statements
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OPULENT ACQUISITION, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Note 1 – Organization and Description of Business
Opulent Acquisition, Inc. (the Company) was incorporated under the laws of the State of Delaware on November 25, 2014. The Company intended to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. The Company has elected November 30th as its year end.
On January 14, 2016, Mr. Jeffrey DeNunzio, the former sole shareholder of Opulent Acquisition, Inc., sold 20,000,000 shares of common stock to iHealthcare, Inc. Following the closing of the share purchase transaction, iHealthcare, Inc. owns a 100% interest in the issued and outstanding shares of our common stock. iHealthcare, Inc. is the controlling shareholder of Opulent Acquisition, Inc. As of February 29, 2016 the Company had not yet commenced any operations.
On January 14, 2016, Mr. Jeffrey DeNunzio resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of Opulent Acquisition, Inc.
On January 14, 2016, Mr. Noel Mijares was appointed as Chairman of the Board of Directors, Chief Executive Officer, and President.
On January 14, 2016, Mr. David A. Bingaman was appointed as Chief Operating Officer, Vice President, and Secretary.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended November 30, 2015 and notes thereto.
The results of operations for the three month period ended February 29, 2016 are not necessarily indicative of the results for the full fiscal year ending November 30, 2016.
Note 3 – Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash flow from operating activities, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 – Accrued Expenses
Accrued expenses totaled $3,500 and $3,446 at February 29, 2016 and November 30, 2015, respectively and consisted solely of professional fees and general and administrative expenses.
Note 5 – Related-Party Transactions
Common stock
On January 14, 2016, Mr. Jeffrey DeNunzio, the former sole shareholder of Opulent Acquisition, Inc., sold 20,000,000 shares of common stock to iHealthcare, Inc. Following the closing of the share purchase transaction, iHealthcare, Inc. owns a 100% interest in the issued and outstanding shares of our common stock. iHealthcare, Inc. is the controlling shareholder of Opulent Acquisition, Inc.
Additional paid in capital
During the three month period ending February 29, 2016, our former sole officer/director/shareholder contributed additional paid in capital in the amount of $4,696 to fund operating expenses.
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENTS
This Quarterly Report of Opulent Acquisition, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
PLAN OF OPERATION
We are working toward a reverse merger of the Company with iHealthcare, Inc., but have no definitive agreements in place with iHealthcare, Inc. at this time. We intend to execute the transaction on terms to be determined next quarter.
iHealthcare, Inc., operates in the healthcare sector and currently has the distribution rights and special pricing to the ILS “UDT Cup” Multi-Panel [16] urinalysis cup through Innovative Laboratory Solutions, which holds the patents and manufacturing rights to the product. The “UDT Cup” is used to screen for certain chemical substances.
RESULTS OF OPERATIONS
For the three months ended February 29/28, 2016 and 2015:
We had no revenue in the three month periods ending February 29, 2016 and February 28, 2015. Our operating expenses totaled $4,750 and $1,500, respectively, and consisted solely of professional fees. Our net loss equaled our operating expenses both years.
LIQUIDITY AND CAPITAL RESOURCES
We have no internal sources of liquidity. Our only external source of liquidity will be our principal shareholder, iHealthcare, Inc., and its officers funding our operating expenses through contributions to capital. There is no assurance of its ability to continue funding our operating expenses. There is no assurance we would be able to secure additional sources of funding.
We have no known demands or commitments and are not aware of any events or uncertainties as of February 29, 2016 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
We had no material commitments for capital expenditures as of February 29, 2016 and November 30, 2015.
As of February 29, 2016 we had no cash and no assets. We had current liabilities of $3,500.
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OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
ITEM 4 |
|
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of November 30, 2015, have concluded that as of such date the Company’s disclosure controls and procedures were inadequate and ineffective in their design to provide reasonable assurance that material information relating to the Company would be made known to such officer on a timely basis.
For a full discussion of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures”, in our 2015 Annual Report on Form 10-K.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended February 29, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None.
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| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None.
| ITEM 6 | EXHIBITS |
| (a) | Exhibits required by Item 601 of Regulation S-K. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation, as filed with the Delaware Secretary of State on November 25, 2014. (1) | |
| 3.2 | By-laws. (1) | |
| 31.1 | Certification of the Company’s Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended February 29, 2016. (2) | |
| 32.1 | Certification of the Company’s Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
____________________
| (1) | Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on February 19, 2015, and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Opulent Acquisition, Inc.
(Registrant)
By: /s/ Noel Mijares
Chief Executive Officer
President
Dated: April 12, 2016
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