10-Q

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 August 31, 2017

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

 

iHealthcare, 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.)
3901 NW 28th Street, 2nd Floor, Miami, FL	33142
(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  ☒	Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of October 16, 2017: 1,086,080 shares of common stock.

-1-

TABLE OF CONTENTS 

IHEALTHCARE, INC. 

INDEX

PART I-FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS
CONSOLIDATED Balance Sheets (unaudited)		F1
consolidated Statements of Operations (unaudited)		F2
CONSOLIDATED Statements of Cash Flows (unaudited)		F3
Notes to Unaudited consolidated Financial Statements		F4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4	CONTROLS AND PROCEDURES	4
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	4
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5
SIGNATURES		5

-2-

PART I-FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

IHEALTHCARE, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		As of August 31, 2017		As of November 30, 2016
ASSETS
Current Assets
Cash	$	69	$	33
Inventory		285		285
Loan to Related Party		2,091		-
TOTAL ASSETS	$	2,445	$	318
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	2,199	$	4,629
Due to related party		24,725		13,855
Total Current Liabilities		26,924		18,484
TOTAL LIABILITIES		26,924		18,484
Stockholders’ Deficit
Series A Preferred stock ($.0001 par value, 1,500,000 shares authorized; none issued and outstanding)		-		-
Series B Preferred stock ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding)		-		-
Common stock ($.0001 par value 143,500,000 shares authorized and 1,085,100 and 1,000,000 outstanding as of August 31, 2017 and November 30, 2016, respectively)		109		100
Subscription receivable		(5,500)		(5,500)
Additional paid in capital		64,864		43,598
Accumulated deficit		(83,952)		(56,364)
Total Stockholders’ Deficit		(24,479)		(18,166)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	2,445	$	318

See Accompanying Notes to Interim Unaudited Consolidated Financial Statements.

-F1-

iHealthcare, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended August 31, 2017		Three Months Ended August 31, 2016		Nine Months Ended August 31, 2017		Nine Months Ended August 31, 2016
Revenues	$	-	$	619	$	1,386	$	619
Cost of Goods Sold		-		285		570		285
Gross Profit	$	-	$	334	$	816	$	334
Operating Expenses
Organization and Related Expenses	$	296	$	379	$	1,847	$	2,594
Professional fees		5,216		10,856		26,557		37,967
Total operating expenses		5,512		11,235		28,404		40,561
Net loss	$	(5,512)	$	(10,901)	$	(27,588)	$	(40,227)
Basic and Diluted net loss per common share	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.04)
Weighted average number of common shares outstanding - Basic and Diluted		1,085,100		1,000,000		1,075,519		1,000,000

See Accompanying Notes to Interim Unaudited Consolidated Financial Statements. 

-F2-

iHealthcare, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the Nine Months Ended August 31, 2017		For the Nine Months Ended August 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(27,588)	$	(40,227)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in current assets and liabilities:
Increase in inventory		-		(285)
Increase in accrued expenses		7,739		16,869
Net cash used in operating activities	$	(19,849)	$	(23,643)
CASH FLOW FROM INVESTING ACTIVITIES:
Overpayment accounted for as loan to related party	$	(4,941)	$	-
Repayment from loan to related party	$	2,850	$	-
Net cash used in investing activities	$	(2,091)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		5,702		6,015
Payments made on related party loans		(5,001)		(3,805)
Subscription Receivable		-		21,980
Proceeds from the sale of common shares		21,275		-
Net cash provided by Financing Activities	$	21,976	$	24,190
Increase in cash		36		547
Beginning cash balance		33		-
Ending cash balance	$	69	$	547
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION:
Netting of subscription receivable against related party loan	$	-	$	7,500
Subscription receivable contributed in merger		-		34,980
Due to related party for expenses paid on behalf of the Company		10,169		16,275
Forgiveness of related party loan into converted capital		-		500

See Accompanying Notes to Interim Unaudited Consolidated Financial Statements. 

-F3-

iHealthcare, Inc.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2017

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

iHealthcare Inc. (formerly 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 elected November 30th as its year end.

On February 23, 2017 iHealthcare, Inc. entered into an agreement with John Cook and Paul Pereira. Under the terms of the agreement John Cook and Paul Pereira will act as part time consultants for iHealthcare, Inc. Their role shall pertain to assisting the Company with obtaining and structuring institutional financing from various commercial banks, investment banking firms, private equity firms and related financial and business issues. John Cook and Paul Pereira shall be compensated for their part time assistance as consultants through a combination of cash and stock incentives. John Cook and Paul Pereira shall be awarded a total of 10%, respectively, of Series B Preferred stock based upon acquisition milestones. The 10% to that point shall be Series B Preferred Stock, however, if they assist the Company in achieving gross revenues exceeding $200,000,000 then they will each be awarded an extra 2.5% of the Preferred Stock in a new class with the same rights as Series B. This would bring their total equity interest to 12.50% each, and 25% total. No milestones have been achieved and no shares of preferred stock issued as of August 31, 2017 and through the date of this filing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

These financial statements include the accounts of the Company’s wholly owned subsidiary iHealthcare, all material intercompany balances and transactions have been eliminated. 

Basis of Presentation

The accompanying unaudited consolidated 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 unaudited consolidated financial statements should be read in conjunction with the financial statements for the year ended November 30, 2016 and notes thereto.

The results of operations for the three and nine month period ended August 31, 2017 are not necessarily indicative of the results for the full fiscal year. 

Inventories

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires iHealthcare, Inc. to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

-F4-

NOTE 3 - GOING CONCERN

The Company’s unaudited interim consolidated 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 significant 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 unaudited interim consolidated 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 - RELATED-PARTY TRANSACTIONS

Due to related party

Unisource Discovery, Inc., is a related party and is controlled by our Chief Executive Officer, Noel Mijares. During the year ending November 30, 2016 Unisource Discovery Inc. advanced the Company $6,115 and the Company made payment of $3,805 on these advances. The total due to the Unisource Discovery Inc. as November 30, 2016 was $2,310. During the period ending August 31, 2017, Unisource Discovery Inc. advanced the Company $650, paid $1,941 in expenses on behalf of the Company and the Company made payments of $4,901 on these advances to pay the balance owed in full. In addition, monies were transferred from the Company to Unisource Discovery Inc. totaling $4,941 and the Company was subsequently paid back $2,850 for a total overpayment balance of $2,091 as of August 31, 2017. This is listed as a loan to related party in the balance sheet. The loan is unsecured, noninterest-bearing and is payable on demand.

The Subpeona Company is a related party and is controlled by our CEO. During the nine months ended August 31, 2017 The Subpeona Company paid $1,698 in expenses on behalf of the Company. This loan is listed as due to related party in the balance sheet. The loan is unsecured, noninterest-bearing and is payable on demand.

During the year ending November 30, 2016, the Company borrowed $19,545 from its CEO to pay for expenses on behalf of the company in the current year and $7,500 of these payments were posted as a reduction to subscription receivable. As of November 30, 2016, the Company was indebted to the Chief Executive Officer of the Company in the amount of $11,545. During the nine months ended August 31, 2017, our CEO advanced $5,052 and paid $6,530 in expenses on behalf of the Company totaling $11,582 and was paid back $100 for a total loan balance of $23,027 as of August 31, 2017. This loan is unsecured, noninterest-bearing and is payable on demand.

Subscription Receivable

As a result of the merger in 2016, a subscription receivable was contributed by the principal shareholders in the amount of $34,980. The Company has collected $21,980 from the subscription receivable and converted advances of $7,500 due to the Company’s CEO as of November 30, 2016. The balance as of November 30, 2016 and August 31, 2017 is $5,500 owed by the Company’s CFO.

Office Space

Our office space is located at 3901 NW 28th Street, 2nd Floor, Miami, FL 33142 . This space is provided to the Company rent free by Noel Mijares, who leases the office space on his personal behalf.

NOTE 5 - EQUITY

During the nine months ended August 31, 2017, 85,100 shares of common stock were sold to 30 purchasers at a share price of $0.25 per share. The proceeds from the sale of stock totaled $21,275 which is recorded as $21,266 in additional paid-in capital and $9 in common stock.

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to August 31, 2017, the company sold 980 shares at a share price of $0.25 per share. 

-F5-

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Quarterly Report of iHealthcare, 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

At present our primary business activities consist of, and revolve around, the sale of the UDT Cup which is a urinalysis device used for drug screening. Our sales of the UDT Cup have resulted in our current sole revenue stream. We will continue to pursue the sale of the UDT Cup as our primary business objective. In addition to our principal business activities we, and our subsidiary iHealthcare Surgical LLC, have entered into various business agreements with third party entities as disclosed in our business plan on Form 10-K filed March 14, 2017. Although we have yet to achieve any revenue from these activities we are attempting to diversify our revenue streams by acting as a sales agent for entities in the healthcare industry, and to pursue potential joint ventures.

RESULTS OF OPERATIONS

For the three months ended August 31, 2017 and August 31, 2016:

We had revenues in the three month period ending August 31, 2017 of $0 and $619 for the three month period ending August 31, 2016. All of our revenues to date have been a result of sales of the UDT Cup. Our operating expenses totaled $5,512 for the three months ended August 31, 2017 and $11,235 for the three months ended August 31, 2016. Our operating expenses consisted primarily of professional fees for both periods. The variance in operating expenses is due to the fact that we incurred greater consulting fees for the three months ended August 31, 2016. Our net loss for the three months ended August 31, 2017 was $5,512 and was $10,901 for the three months ended August 31, 2016.

For the nine months ended August 31, 2017 and August 31, 2016:

We had revenues in the nine month period ending August 31, 2017 of $1,386 and $619 for the nine month period ending August 31, 2016. All of our revenues to date have been a result of sales of the UDT Cup. Our operating expenses totaled $28,404 for the nine months ended August 31, 2017 and $40,561 for the nine months ended August 31, 2016. Our operating expenses consisted primarily of professional fees for both periods. The variance in operating expenses is due to the fact that we incurred greater consulting fees for the nine months ended August 31, 2016. Our net loss for the nine months ended August 31, 2017 was $27,588 and was $40,227 for the nine months ended August 31, 2016.

LIQUIDITY AND CAPITAL RESOURCES

We have no internal sources of liquidity at this time.

Our only external sources of liquidity at this time are from funds contributed by our officers/directors and from funds raised from the sale of our common stock.

During the nine months ended August 31, 2017, 85,100 shares of common stock were sold to 30 purchasers at a share price of $0.25 per share. The proceeds from the sale of stock totaled $21,275 which is recorded as $21,266 in additional paid-in capital and $9 in common stock.

There is no assurance our officers and directors will be willing to or able to fund our operations for any duration of time. There is also no assurance we will be able to secure additional sources of funding. Our ability to to continue to operate is a going concern.

We have no known demands or commitments and are not aware of any events or uncertainties as of August 31, 2017 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 August 31, 2017 and November 30, 2016.

As of August 31, 2017, we had total assets of $2,445 consisting of a combination of cash, inventory, and loans to a related party. As of August 31, 2017 we had current liabilities of $26,924.

-3-

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 CONTROLS AND PROCEDURES

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 August 31, 2017, 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 2016 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 August 31, 2017 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.

-4-

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	Restated Certificate of Incorporation. (1)
3.2	By-laws. (1)
10.1	Merger Agreement. (1)
10.2	Distribution Agreement with ILS (1)
31	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 August 31, 2017. (2)
32	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 Form 8-K/A filed on September 8, 2016.
(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.

SIGNATURES

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.

iHealthcare, Inc.

(Registrant)

By: /s/ Noel Mijares

Chief Executive Officer

Dated: October 16, 2017

By: /s/ David A. Bingaman

David A. Bingaman, Chief Financial Officer

Dated: October 16, 2017

-5-

EX-31

EXHIBIT 31.1

iHealthcare, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Noel Mijares, the Principal Executive Officer of iHealthcare, Inc., certify that:

1.   I have reviewed this Quarterly Report “Form 10-Q” of iHealthcare, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

Dated: October 16, 2017

By: /s/ Noel Mijares

Noel Mijares,

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

iHealthcare, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, David A. Bingaman, the Principal Financial Officer of iHealthcare, Inc., certify that:

1.   I have reviewed this Quarterly Report “Form 10-Q” of iHealthcare, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

Dated: October 16, 2017

By: /s/ David A. Bingaman

David A. Bingaman,

Chief Financial Officer

(Principal Financial Officer)

EX-32

EXHIBIT 32.1

iHealthcare, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of iHealthcare, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Noel Mijares, Principal  Executive  Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Noel Mijares and will be retained by iHealthcare, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: October 16, 2017

By: /s/ Noel Mijares

Noel Mijares,

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

iHealthcare, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of iHealthcare, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David A. Bingaman, Principal  Financial Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to David A. Bingaman and will be retained by iHealthcare, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: October 16, 2017

By: /s/ David A. Bingaman

David A. Bingaman,

Chief Financial Officer

(Principal Financial Officer)

XML

Document and Entity Information - USD ($)	9 Months Ended
	Aug. 31, 2017	Oct. 16, 2017
Document And Entity Information
Entity Registrant Name	iHealthcare, Inc.
Entity Central Index Key	0001634291
Document Type	10-Q
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 9
Entity Common Stock Shares Outstanding		1,086,080
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Aug. 31, 2017	Nov. 30, 2016
Current Assets
Cash	$ 69	$ 33
Inventory	285	285
Loan to Related Party	2,091
Total Assets	2,445	318
Current Liabilities
Accrued Expenses	2,199	4,629
Due to related party	24,725	13,855
Total Current Liabilities	26,924	18,484
Total Liabilities	26,924	18,484
Stockholders' Deficit
Series A Preferred stock ($.0001 par value, 1,500,000 shares authorized; none issued and outstanding)
Series B Preferred stock ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding)
Common stock ($.0001 par value 143,500,000 shares authorized and 1,085,100 and 1,000,000 outstanding as of August 31, 2017 and November 30, 2016, respectively)	109	100
Subscription receivable	(5,500)	(5,500)
Additional Paid In Capital	64,864	43,598
Accumulated Deficit	(83,952)	(56,364)
Total Stockholders' Deficit	(24,479)	(18,166)
Total Liabilities & Stockholders' Deficit	$ 2,445	$ 318

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2017	Nov. 30, 2016
StockholdersEquity
Preferred Stock Par Or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock Shares Authorized	6,500,000	6,500,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Par Or Stated Value Per Share	$ 0.0001	$ .0001
Common Stock Shares Authorized	143,500,000	143,500,000
Common Stock Shares Issued	1,085,100	1,000,000
Common Stock Shares Outstanding	1,085,100	1,000,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
Income Statement [Abstract]
Revenues		$ 619	$ 1,386	$ 619
Cost of Good Sold		285	570	285
Gross Profit		334	816	334
Organization and Related Expenses	296	379	1,847	2,594
Professional Fees	5,216	10,856	26,557	37,967
Total Operating Expenses	5,512	11,235	28,404	40,561
Net Loss	$ (5,512)	$ (10,901)	$ (27,588)	$ (40,227)
Basic and Diluted net loss per share of common stock	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.04)
Weighted Average Number of Common Shares Outstanding-Basic and Diluted	1,085,100	1,000,000	1,075,519	1,000,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (27,588)	$ (40,227)
Increase in inventory		(285)
Increase in accrued expenses	7,739	16,869
Net cash used in operating activities	(19,849)	(23,643)
CASH FLOW FROM INVESTING ACTIVITIES:
Overpayment accounted for as loan to related party	(4,941)
Repayment from loan to related party	2,850
Net cash used in investing activities	(2,091)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans	5,702	6,015
Payments made on related party loan	(5,001)	(3,805)
Subscription Receivable		21,980
Proceeds from the sale of common shares	21,275
Net cash provided by financing activities	21,976	24,190
Increase in cash	36	547
Beginning cash balance	33
Ending Cash Balance	69	547
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION
Netting of subscription receivable against related party loan		7,500
Subscription receivable contributed in merger		34,980
Due to related party for expenses paid on behalf of the Company	10,169	16,275
Forgiveness of related party loan into converted capital		$ 500

XML

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Aug. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

iiHealthcare Inc. (formerly 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 elected November 30th as its year end.

On February 23, 2017 iHealthcare, Inc. entered into an agreement with John Cook and Paul Pereira. Under the terms of the agreement John Cook and Paul Pereira will act as part time consultants for iHealthcare, Inc. Their role shall pertain to assisting the Company with obtaining and structuring institutional financing from various commercial banks, investment banking firms, private equity firms and related financial and business issues. John Cook and Paul Pereira shall be compensated for their part time assistance as consultants through a combination of cash and stock incentives. John Cook and Paul Pereira shall be awarded a total of 10%, respectively, of Series B Preferred stock based upon acquisition milestones. The 10% to that point shall be Series B Preferred Stock, however, if they assist the Company in achieving gross revenues exceeding $200,000,000 then they will each be awarded an extra 2.5% of the Preferred Stock in a new class with the same rights as Series B. This would bring their total equity interest to 12.50% each, and 25% total. No milestones have been achieved and no shares of preferred stock issued as of August 31, 2017 and through the date of this filing.

XML

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Aug. 31, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

These financial statements include the accounts of the Company’s wholly owned subsidiary iHealthcare, all material intercompany balances and transactions have been eliminated. 

Basis of Presentation

The accompanying unaudited consolidated 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 unaudited consolidated financial statements should be read in conjunction with the financial statements for the year ended November 30, 2016 and notes thereto.

The results of operations for the three and nine month period ended August 31, 2017 are not necessarily indicative of the results for the full fiscal year. 

Inventories

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires iHealthcare, Inc. to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

XML

NOTE 3 - GOING CONCERN

9 Months Ended

Aug. 31, 2017

Going Concern

Going Concern

NOTE 3 - GOING CONCERN

The Company’s unaudited interim consolidated 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 significant 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 unaudited interim consolidated 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.

XML

NOTE 4 - RELATED PARTY TRANSACTIONS

9 Months Ended

Aug. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 4 - RELATED-PARTY TRANSACTIONS

Due to related party

Unisource Discovery, Inc., is a related party and is controlled by our Chief Executive Officer, Noel Mijares. During the year ending November 30, 2016 Unisource Discovery Inc. advanced the Company $6,115 and the Company made payment of $3,805 on these advances. The total due to the Unisource Discovery Inc. as November 30, 2016 was $2,310. During the period ending August 31, 2017, Unisource Discovery Inc. advanced the Company $650, paid $1,941 in expenses on behalf of the Company and the Company made payments of $4,901 on these advances to pay the balance owed in full. In addition, monies were transferred from the Company to Unisource Discovery Inc. totaling $4,941 and the Company was subsequently paid back $2,850 for a total overpayment balance of $2,091 as of August 31, 2017. This is listed as a loan to related party in the balance sheet. The loan is unsecured, noninterest-bearing and is payable on demand.

The Subpeona Company is a related party and is controlled by our CEO. During the nine months ended August 31, 2017 The Subpeona Company paid $1,698 in expenses on behalf of the Company. This loan is listed as due to related party in the balance sheet. The loan is unsecured, noninterest-bearing and is payable on demand.

During the year ending November 30, 2016, the Company borrowed $19,545 from its CEO to pay for expenses on behalf of the company in the current year and $7,500 of these payments were posted as a reduction to subscription receivable. As of November 30, 2016, the Company was indebted to the Chief Executive Officer of the Company in the amount of $11,545. During the nine months ended August 31, 2017, our CEO advanced $5,052 and paid $6,530 in expenses on behalf of the Company totaling $11,582 and was paid back $100 for a total loan balance of $23,027 as of August 31, 2017. This loan is unsecured, noninterest-bearing and is payable on demand.

Subscription Receivable

As a result of the merger in 2016, a subscription receivable was contributed by the principal shareholders in the amount of $34,980. The Company has collected $21,980 from the subscription receivable and converted advances of $7,500 due to the Company’s CEO as of November 30, 2016. The balance as of November 30, 2016 and August 31, 2017 is $5,500 owed by the Company’s CFO.

Office Space

Our office space is located at 3901 NW 28th Street, 2nd Floor, Miami, FL 33142 . This space is provided to the Company rent free by Noel Mijares, who leases the office space on his personal behalf.

XML

NOTE 5 - EQUITY

9 Months Ended

Aug. 31, 2017

Equity [Abstract]

Equity

NOTE 5 - EQUITY

During the nine months ended August 31, 2017, 85,100 shares of common stock were sold to 30 purchasers at a share price of $0.25 per share. The proceeds from the sale of stock totaled $21,275 which is recorded as $21,266 in additional paid-in capital and $9 in common stock.

XML

NOTE 6 - SUBSEQUENT EVENTS

9 Months Ended

Aug. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

NOTE 6 - SUBSEQUENT EVENTS

Subsequent to August 31, 2017, the company sold 980 shares at a share price of $0.25 per share. 

XML

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Aug. 31, 2017

Accounting Policies [Abstract]

Principles of Consolidation

Principals of Consolidation

These financial statements include the accounts of the Company’s wholly owned subsidiary iHealthcare, all material intercompany balances and transactions have been eliminated. 

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated 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 unaudited consolidated financial statements should be read in conjunction with the financial statements for the year ended November 30, 2016 and notes thereto.

The results of operations for the three and nine month period ended August 31, 2017 are not necessarily indicative of the results for the full fiscal year. 

Inventories

Inventories

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires iHealthcare, Inc. to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.