Replies to post #19184 on Omni Health Inc (OMHE)

[grorate25]

Don't want to put a lot if this on Les, but he has been pro both companies. Les, please give us your wisdom thoughts. Omni and MCIG are related when anything happens. What is the next step? Look into your crystal ball, and try to put the negative fire out on these two stocks. Insight please?

[lesgetrich]

Les
What do you know about Form 15 filing.....how does it affect shareholders?

There's a lot of wild speculation going on here. Let's look at the facts.

1.) Omni was apparently having a hard time getting their financials audited. Instead of a formal 10-K they filed an unaudited Annual Report. This ordinarily may or may not indicate that there is a serious problem. However...

2.) They issued a letter from an attorney who independently reviewed their financials and concluded the following...

OMHE — Attorney Letter with Respect to Current Information

In our examination of the documents, we have assumed the genuineness of all signatures, the legal capacity of all-natural persons, authenticity of documents submitted to us as originals, the
conformity with originals of all documents delivered as copies, and the correctness of the facts set forth in such documents when the facts were found to be outside the scope of our examination. For the purposes of rendering this opinion, we have assumed that no person or entity has engaged in fraud or misrepresentation regarding the inducement relating to, or the execution or delivery of, the documents reviewed. Furthermore, we express no opinion as to the validity of any of the
assumptions, form or content of any financial or statistical data contained therein. We have gathered and relied on information obtained from public records, officers of the Issuer and other sources. We also find the following documents, due to their nature and source, to be selfauthenticating: certified records of regularly conducted foreign and domestic business activity, public records and reports, domestic public documents under seal, foreign public documents, official publications, and other acknowledged documents.

In our opinion, the Issuer’s Disclosure Statement and Annual Report for the period ending April 30, 2017, and accompanying unaudited financials published on the OTC Disclosure and News Service on October 27, 2017 and October 26, 2017, respectively:

(i) constitutes “adequate current public information” concerning the securities of the Issuer and “is publicly available” within the meaning of Rule 144(c)(2) under the Securities Act of 1933;
(ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”);
(iii) complies as to form with the OTC Markets Group Guidelines for Providing Adequate Current Information, which is available at:
www.otcmarkets.com/content/doc/DisclosureGuidelines.pdf; and
(iv) has been posted on the OTC Disclosure and News Service.

In our review, we have been cautious to the presence of any information that reasonably indicates the existence of material inaccuracies or any information that would indicate the source of the materials to be unreliable. We cross-referenced the documents listed on the OTC Disclosure and News Service with other documents and information made available to us, as well as with other information we obtained independently from outside sources. Through the exercise of reasonable diligence, nothing came to our attention during the course of the examination that led us to believe that any documents presented to us were not genuine or authentic or that the facts set therein were
untrue.

The unaudited financial statements disclosed by Issuer have been prepared by Andrey Soloviev, the Company’s CEO. Mr. Soloviev is a performance driven seasoned Health Care Executive and Entrepreneur. Having earned his Bachelor of Science degree in 2001 from Touro College in New York, Andrey worked for several years as a staff accountant and later moved on to successfully executing strategic healthcare projects. In 2008 he became the CEO of Malecon Pharmacy, a wholly owned subsidiary of OMHE. Mr. Soloviev, was instrumental in the expansion of services
converting Malecon Pharmacy into a Specialty Pharmacy Service Company. He has expanded the scope of the anti-aging specialty business from regional operations to a large international enterprise.

...It is our opinion that the information contained in documents the Issuer has listed on the OTC Disclosure and News Service satisfies the requirements of OTC Markets. Accordingly, based on our review, it is our opinion that there is reasonable basis to support the belief that the information provided by OMHE is current and accurate, the sources of the aforementioned information are reliable and otherwise in compliance with the requirements of Rule 15c2-11 and OTC Markets Group’s Guidelines for Providing Adequate Current Information.

In other words after extensively analyzing the information and speaking with Omni management,they have no reason to believe that the financials do not accurately reflect the financial condition of the company.

3.) Omni submitted a Form 15 under Rule 12h-3(b)(1)(i) which is a requested Suspension of Duty to File required (10-K and 10-Q) financial reports. This rule deals primarily with the request to suspend the company's requirement to file and does not lead to a conclusion that the company is deregistering any securities.

4.) Omni had until October 31 to file their financial information as an Annual Report in order to qualify for the OTC "Pink - Limited Information" status.

This is all that is known and is fact at this point.

It would make sense that if Omni is having trouble getting auditors to sign off on their financials, they would try to do the next best thing and qualify for "Pink - Limited Information". There are many reasons why auditors would not certify an audit that are not necessarily nefarious or distort the financials, for example, lost expense reports, invoices or receipts. Malecon was a private company for 40+ years and wouldn't have had the stringent accounting standards required of a public company. The letter from the attorney is an indication that the financials are accurate. They have apparently satisfied the OTC Exchange that they are reporting limited information. There is no direct effect to current shareholders.

The main open question is if there are lost documents or other issues, what can the company do to satisfy the auditors and when will this situation be resolved.