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 May 31, 2018

[ ] 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. [ ] Yes [X] 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). [ ] Yes [X] 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 February 20, 2019: 1,086,080 shares of common stock.

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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

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PART I-FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

IHEALTHCARE, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		As of May 31, 2018		As of November 30, 2017
ASSETS
Current Assets
Cash	$	45	$	198
Inventory		-		285
Loan to Related Party		-		2,536
TOTAL ASSETS	$	45	$	3,019

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	7,215	$	9,465
Due to related party		49,937		30,743
Total Current Liabilities		57,152		40,208

TOTAL LIABILITIES		57,152		40,208

Stockholders’ Deficit
Series A Preferred stock ($.0001 par value, 1,500,000 shares authorized; none issued and outstanding as of May 31, 2018 and November 30, 2017)		-		-
Series B Preferred stock ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding as of May 31, 2018 and November 30, 2017)		-		-
Common stock ($.0001 par value 143,500,000 shares authorized and 1,086,080 outstanding as of May 31, 2018 and November 30, 2017)		109		109
Subscription receivable		-		(5,500)
Stock payable		530,400		-
Additional paid in capital		68,135		65,109
Accumulated deficit		(655,751)		(96,907)

Total Stockholders’ Deficit		(57,107)		(37,189)

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	45	$	3,019

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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iHealthcare, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended May 31, 2018		Three Months Ended May 31, 2017		Six Months Ended May 31, 2018		Six Months Ended May 31, 2017
Revenues	$	-	$	841	$	420	$	1,386
Cost of goods sold		-		285		592		570
Gross Profit	$	-	$	556	$	(172)	$	816

Operating Expenses:
Organization and related expenses	$	536,942	$	5,339	$	555,646	$	22,892
Total Operating Expenses		536,942		5,339		555,646		22,892
Other Expense:
Interest expense		3,026		-		3,026		-
Total Other Expense		3,026		-		3,026		-
Net loss	$	(539,968)	$	(4,783)	$	(558,844)	$	(22,076)
Basic and diluted net loss per common share	$	(0.50)	$	(0.00)	$	(0.51)	$	(0.02)

Weighted average number of common shares outstanding - basic and diluted		1,086,080		1,081,056		1,086,080		1,050,916

See Accompanying Notes to Interim Unaudited Consolidated Financial Statements.

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iHealthcare, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the Six Months Ended May 31, 2018		For the Six Months Ended May 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(558,844)	$	(22,076)
Adjustment to reconcile net loss to net cash used in operating activities:
Imputed interest	$	3,026	$	-
Write off of subscription receivable		5,500	$	-
Inventory impairment		285		-
Stock based compensation		530,400		-
Changes in current assets and liabilities:
Accrued expenses		(2,250)		3,931
Net cash used in operating activities	$	(21,883)	$	(18,145)

CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from related party advance, net	$	2,536	$	(4,491)
Net cash provided by (used in) investing activities	$	2,536	$	(4,491)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans, net		19,194		2,643
Proceeds from the sale of common shares		-		21,275
Net cash provided by Financing Activities	$	19,194	$	23,918

Increase (Decrease) in cash		(153)		1,282
Beginning cash balance		198		33
Ending cash balance	$	45	$	1,315

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION:
Expenses paid by related party on behalf of the Company	$	-	$	6,410

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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IHEALTHCARE, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2018

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 October 25, 2017, the Company entered into an agreement with John Cook for the term of thirty-six months. Under the terms of the agreement John Cook will act as a part time consultant for iHealthcare, Inc. His 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 shall be compensated for his part time assistance as a consultant through a combination of cash and stock incentives. Compensation for Mr. Cook will occur under four phases, with the first three to occur within 365 days of the execution of the agreement, and the fourth to occur subsequently. Upon the first phase, and upon the acquisition by the Company, Mr. Cook will receive 5.0% equity in the Company. In the second phase Mr. Cook will receive 1.666% equity in the Company for the second and third acquisitions, and 1.668% equity upon acquisition of the fourth entity. In the third phase, Mr. Cook will receive 2.00% equity for each of the fifth through ninth acquisitions. If, at any point within the first 365 days, the Company’s gross revenue reaches $58,500,000 or more, then phases one, two and three shall be deemed to be vested not withstanding that nine acquisitions have occurred. Phase four shall occur if the Company’s revenue, at any point, should exceed $200,000,000 there shall be an additional 5.0% equity issued to Mr. Cook. Phase one, two and three rewards shall be Series B Preferred stock, whereas Phase four will be a new class of preferred stock. Mr. Cook shall also be paid cash compensation on all acquisitions and receive a Single Percentage Lehman of 6% for the first $1,000,000, 5% for the second, 4% for the third, 3% for the fourth and 2% thereafter for every million. In addition to all other compensation, Mr. Cook shall be paid a bonus of an additional 2% of all cash components of any acquisition which has occurred, which shall be payable three years from the execution of the agreement, or upon termination of the agreement. As of May 31, 2018, no acquisitions have occurred and no compensation has been paid pursuant to this agreement.

On November 20, 2017, iHealthcare, Inc., incorporated Empower IHCC, Inc., a Florida Company, herein referred to as, “Empower IHCC.” Empower IHCC has conducted no business activity to date. iHealthcare, Inc., intends to use the entity for potential, future, unidentified acquisitions. iHealthcare, Inc., owns 50% of Empower IHCC, Inc., and Empower H.I.S., LLC, a Florida Limited Liability Company, owns the remaining 50% of the Company. Empower H.I.S., LLC is not a related party to iHealthcare, Inc., and does not share any of the same officers, or directors as iHealthcare, Inc. Per the aforementioned ASC 808 does not apply since the entity, is setup as a wholly owned subsidiary and ASC 323 would not apply since there is no consideration paid as of May 31, 2018.

On May 30, 2018 we entered into an Asset Purchase Agreement with Empower Holdings Group (“Empower”), a Florida Limited Liability Company, to purchase certain information technology and intellectual property platforms of Empower’s wholly owned subsidiaries, “Empower HIS of India” and “Nagata Technologies, LTD.,” for the total purchase price of $2,500,000. This agreement pertains to all USA and India business operations of Empower HIS of India and Nagata Technologies, LTD., and all intellectual property belonging to Jorge Perez and Ricardo Perez. Pursuant to the agreement on May 30, 2018, the Company entered into and consummated a promissory note, effective June 1, 2018, to pay Perez-Tio Family Trust, LLC the sum of $2,500,000 with interest from June 1, 2018, on the unpaid principal at the rate of 4% per annum.

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, 2017 and notes thereto.

The results of operations for the six month period ended May 31, 2018 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. During the six months ended May 31, 2018, $285 of inventory was expensed to cost of goods sold.

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. The transition to AS 606 revenue recognition guidelines will not have a material effect on the Company’s revenue recognition accounting.

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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. Unisource Discovery advanced the Company $9,769 to pay operating expenses and was repaid $770. The total amount owed by the Company to The Unisource Discovery is $8,999 at May 31, 2018. This is listed as due to related party in the balance sheet. The loan is unsecured, noninterest-bearing and is payable on demand.

The Subpoena Company is a related party and is controlled by our CEO. During the year ended November 30, 2017 The Subpoena Company paid $3,376 in expenses on behalf of the Company. During the six months ended May 31, 2018, The Subpoena Company paid an additional $9,298 in expenses on behalf of the Company and the Company repaid The Subpoena Company $2,020. The total amount owed by the Company to The Subpoena Company is $10,654. This loan is listed as due to related party in the balance sheet and is unsecured, noninterest-bearing and is payable on demand.

At November 30, 2017, the Company owed $27,367 to its CEO for payment of expenses on behalf of the Company. During the six months ended May 31, 2018, the CEO paid expenses on behalf of the Company totaling $2,917. The total amount owed by the Company to its CEO is $30,284. This loan is listed as due to related party in the balance sheet and is unsecured, noninterest-bearing and is payable on demand.

During the six months ended May 31, 2018 the Company imputed interest of $3,026 on related party loans.

Loan to related party

During the six months ended May 31, 2018 the Company advanced $500 and Unisource Discovery Inc. repaid the Company $3,036 for full payment of amounts owed by the related party.

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, 2017, $5,500, was deemed uncollectible and written off to general and administrative expenses on February 28, 2018.

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

On April 25, 2018 it was resolved in a board of directors meeting to issue a total of 1,500,000 Series A preferred shares to the founders of the Company. 62,500 shares of Series A preferred shares will be issued to our CEO, Noel Mijares, and 37,500 Series A preferred shares will be issued to our CFO, David Bingaman. These shares were valued by an independent valuation specialist at a fair value of $.304 per share for a total of $30,400. That amount was recorded as share-based compensation.

As additional consideration for the asset purchase agreement with Empower, it was agreed that a total of 500,000 preferred series C shares will be issued to prospective shareholders to be designated by the Perez family. These shares will be issued as convertible notes to each shareholder. These shares are convertible into common stock at a conversion value of $1 per preferred share; therefore, the Company recorded $500,000 of stock based compensation at May 31, 2018. As of the date of filing, these shares have not yet been issued.

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to May 31, 2018, a related party, The Subpoena Company, paid expenses on behalf of the Company totaling $1,860.

Pursuant to the purchase agreement with Empower on May 30, 2018, the Company entered into and consummated a promissory note, effective June 1, 2018, to pay Perez-Tio Family Trust, LLC the sum of $2,500,000. Interest will accrue from June 1, 2018 on the unpaid principal at the rate of 4% per annum. The unpaid principal and accrued interest shall be payable in annual installments of $250,000 plus 4% interest on the unpaid balance beginning on June 1, 2019, and continuing annually until June 1, 2028, at which time the remaining unpaid principal and interest shall be due in full.

On June 15, 2018, we incorporated several entities (listed below) which we have acquired in their entirety without any consideration. We created each entity as a wholly owned subsidiary of the Company. The date of inception of each entity is included below:

1. iHealthcare Management Company, a Florida Company, date of inception: June 15, 2018

2. iHealthcare Management II Company, a Florida Company, date of inception: June 15, 2018

3. iHealthcare Software Services, Inc., a Florida Company, date of inception: June 15, 2018

We intend to use these entities for various business activities, however, there is the possibility that some may not conduct any business activities for the foreseeable future.

On November 14, 2018, the Company and John Cook mutually agreed to terminate our consulting agreement, entered into and consummated on October 25, 2017. There were no business activities or actions carried out pursuant to the consulting agreement and no compensation of any kind was paid to John Cook in connection with this agreement. John Cook is not entitled to any compensation of any kind to be paid by the Company going forward.

Effective January 7, 2019, iHealthcare Management Company and iHealthcare Management Company II, both wholly owned subsidiaries of the Company, entered into a total of thirteen "Business Development Agreements" with Jorge Perez. Per the terms of the agreements, Mr. Perez will be compensated in exchange for facilitating the execution of exclusive hospital management contracts on behalf of the respective subsidiaries of the Company. Each of the agreements identifies, and is constrained to, contracts Mr. Perez will facilitate with a specific, and unique, medical facility. Mr. Perez will be compensated through a promissory note, the value of which varies in each agreement, and is identified as a 'success fee'.

Effective January 7, 2019, iHealthcare Management Company and iHealthcare Management Company II, both wholly owned subsidiaries of the Company, entered into a total of thirteen “Management and Administrative Services Agreements” with thirteen different medical facilities. In each of these agreements, the respective subsidiary of the company agrees to provide hospital management and administrative services to the respective medical facility.

Effective January 7, 2019, iHealthcare Management Company and iHealthcare Management Company II, both wholly owned subsidiaries of the Company, entered into a total of thirteen “Promissory Note Agreements” with Jorge Perez. These agreements pertain to the services fully described in the “Business Development Agreements” referenced above. The value of each promissory note varies based upon the medical facility to which the agreement pertains.

Effective January 7, 2019, iHealthcare Software Services, Inc., a Florida Company and wholly owned subsidiary of the Company, entered into a total of thirteen “EHR and RCM Agreements” with thirteen respective medical facilities. In each of the thirteen agreements, iHealthcare Software Services, Inc. agrees to provide a hosted proprietary revenue cycle management software platform, a hosted proprietary electronic medical records software platform, IHCC RCM interface and various additional services.

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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 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

As of May 31, 2018, and presently, our primary business activities consist of, and revolve around, providing management and administrative services to healthcare facilities. We will continue to pursue management and administrative services as our primary business objective.

RESULTS OF OPERATIONS

For the three months ended May 31, 2018 and May 31, 2017:

We had revenues in the three month period ending May 31, 2018 of $0 and $841 for the three month period ending May 31, 2017. All of our revenues to date have been a result of sales of the UDT Cup.

Our operating expenses totaled $536,942 for the three months ended May 31, 2018 and $5,339 for the three months ended May 31, 2017. 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 organizational fees for the three months ended May 31, 2018. Our net loss for the three months ended May 31, 2018 was $539,968 and was $4,783 for the three months ended May 31, 2017.

For the six months ended May 31, 2018 and May 31, 2017:

We had revenues in the six month period ending May 31, 2018 of $420 and $1,386 for the six month period ending May 31, 2017. All of our revenues to date have been a result of sales of the UDT Cup.

Our operating expenses totaled $555,646 for the six months ended May 31, 2018 and $22,892 for the six months ended May 31, 2017. 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 organizational fees for the six months ended May 31, 2018. Our net loss for the six months ended May 31, 2018 was $558,844 and was $22,076 for the six months ended May 31, 2017.

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.

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 May 31, 2018 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 May 31, 2018 and November 30, 2017.

As of May 31, 2018, we had total assets of $45 consisting of cash. As of May 31, 2018 we had current liabilities of $57,152.

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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

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 May 31, 2018 , 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 2017 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 May 31, 2018 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		Restated Certificate of Incorporation. (1)

3.2		By-laws. (1)

10.1		Merger Agreement. (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 May 31, 2018. (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: February 20, 2019

By: /s/ David A. Bingaman

David A. Bingaman, Chief Financial Officer

Dated: February 20, 2019

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iHealthcare, Inc. 10-Q