OMNI HEALTH, INC. (OTCMKTS:OMHE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 Entry Into a Material Definitive Agreement
On March 27, 2017, Omni Health, Inc. (the Company) offered to it
majority shareholder, LX Retail Group, Inc. to exchange all but
8,109,551 shares of the 565,000,000 currently held by LX Retail
Group, Inc. for 5,600,000 shares of the Series A Preferred as
described in Item 5.3 below. As a result, the current issued and
outstanding number of shares of common capital stock of the
Company is 418,938,292.
ITEM 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On March 1, 2017, the Board of Directors resolved to recommend to
the shareholders an amendment Article 4 of the Articles of
Incorporation of the Company to include an authorization of
5,650,000 shares of Series A Preferred, 1,500,000 shares of
Series B Preferred and 200,000,000 shares of blank check
preferred shares. All preferred shares have a par value of
$0.0001. On March 1, 2017, shareholders representing 64.77% of
all voting rights consented in writing to Nevada Revised Statutes
(N.R.S) 78.320 to the amendment to Article 4 of the Articles of
Incorporation of the Company. On March 27, 2017, the Company
received confirmation from the state of Nevada that the Articles
of Amendment had been filed on March 23, 2017.
Per the terms of the Articles of Amendment, each share of the
Series A Preferred has voting rights equal to 1,000 votes per
share and convert into common at a ratio of 100 shares of common
for each share of Series A Preferred. Additional rights and
obligations are detailed in the Articles of Amendment attached
hereto as Exhibit 3.1.
Per the terms of the Articles of Amendment, each share of the
Series B Preferred has voting rights equal to 100 votes per share
and convert into common at a ratio of 100 shares of common for
each share of Series A Preferred. Additional rights and
obligations are detailed in the Articles of Amendment attached
hereto as Exhibit 3.1.
Per the terms of the Articles of Amendment, 200,000,000 shares of
preferred stock were deemed blank check preferred, the
designations of which shall be at the discretion of the Board of
Directors without additional action from the Shareholders.
Additional rights and obligations are detailed in the Articles of
Amendment attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
| 3.1 |
Articles of Amendment of Omni Health, Inc. filed on March 23, 2017 received March 27, 2017 |
| 10.1 | Letter Exchange Agreement dated March 27, 2017 |
|
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About OMNI HEALTH, INC. (OTCMKTS:OMHE)
Omni Health, Inc., formerly VitaCig, Inc., operates a pharmacy. The Company is a provider of health, wellness and pharmacy services through its pharmacy located in Hialeah, Florida. The Company conducts all of its operations through its subsidiary, Malecon Pharmacy, Inc., which is focused on healthcare and operates in the pharmaceutical, medical and wellness industries. The Company was a technology company that was engaged in the manufacturing and retailing of nicotine-free electronic cigarettes (e-cigs) that are pre-packaged with vitamins, nutrients and generic pharmaceuticals. Generic pharmaceuticals include the dietary supplements, such as Vitamin A1, B1, C, E and anti-oxidant ubidecarenone (CO-Q10). OMNI HEALTH, INC. (OTCMKTS:OMHE) Recent Trading Information
OMNI HEALTH, INC. (OTCMKTS:OMHE) closed its last trading session down -0.0001 at 0.0254 with 1,458,351 shares trading hands.
