S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 2  

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Exquisite Acquisition, Inc.

(Exact Name of registrant in its charter)

Delaware	6770	47-3003188
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

780 Reservoir Avenue, #123

Cranston, RI 02910

(401) 641-0405

(Address and telephone number of principal executive offices)

Copies to:

Thomas DeNunzio

780 Reservoir Avenue, #123

Cranston, RI 02910

Telephone (401) 641-0405

Electronic Fax (401) 633-7300

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨.

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨. (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per share (1)		Proposed maximum aggregate offering price		Amount of registration fee (2)
Common Stock-New Issue		4,000,000	$	0.025	$	100,000.00	$	12.88

(1) This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

Prospectus

Exquisite Acquisition, Inc.

1,000,000 minimum up to 4,000,000 maximum Shares of Common Stock, $0.025 per share

Exquisite Acquisition, Inc. (“Exquisite Acquisition, Inc.” or the "Company") is offering on a best-efforts basis a minimum of 1,000,000 and a maximum of 4,000,000 shares of its common stock at a price of $0.025 per share. The shares are intended to be sold directly through the efforts of our sole officer and director who is acting as sales agent for this offering. The intended methods of communication include, without limitation, telephone and personal contacts. For more information, see the section titled "Plan of Distribution" herein. This offering constitutes the initial public offering of Exquisite Acquisition, Inc.

The proceeds from the sale of the shares in this offering will be payable to Adam S. Tracy, Esq. for the benefit of (“fbo”) Exquisite Acquisition, Inc. All subscription funds will be held in trust in a non-interest bearing Trust Account at Fifth Third Bank. 10 percent of the offering proceeds will be available to, exclusive of interest or dividends, as those proceeds are deposited into the trust account. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. See the section entitled "Plan of Distribution” herein. Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held. The offering may terminate on the earlier of: (i) the date when the sale of all 4,000,000 shares to be sold by the issuer is completed, (ii) any time after the minimum offering of 1,000,000 shares of common stock is achieved at the discretion of the Board of Directors, or (ii) 180 days from the effective date of this document.

Prior to this offering, there has been no public market for Exquisite Acquisition, Inc.'s common stock. The Company is a development stage company which currently has no operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors must be deposited in an account (non-interest bearing) (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. 10 percent of the offering proceeds will be available to, exclusive of interest or dividends, as those proceeds are deposited into the trust account. Except for this amount, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. It is a requirement under Rule 419(e) of the Securities Act that the net assets or fair market value of any business to be acquired must represent at least 80% of the maximum offering proceeds. This acquisition may be consummated using proceeds of this offering, loans or equity. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds (minus up to 10% which may be release to the registrant) and none of the deposited securities will be issued to investors. The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors. Until 90 days after the date funds and securities are released from the trust account pursuant to Rule 419, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS” HEREIN ON PAGE 9.

	Number of Shares		Offering Price		Proceeds to the Company
Per Share		1	$	0.025	$	0.025
Minimum		1,000,000	$	25,000.00	$	25,000.00
Maximum		4,000,000	$	100,000.00	$	100,000.00

*Any Trust Fees incurred or other offering fees will be paid by the Company and will not be deducted from any proceeds from the sale of shares in this offering.

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, dated July 20, 2015

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TABLE OF CONTENTS

	PAGES
PART I – INFORMATION REQUIRED IN THE PROSPECTUS
Item 3. Summary Information, Risk Factors, and Ratio of Earnings to Fixed Charges	3
Item 4. Use of Proceeds	14
Item 5. Determination of Offering Price	14
Item 6. Dilution	15
Item 7.Selling Security Holders	16
Item 8. Plan of Distribution	16
Item 9. Description of Securities to be Registered	18
Item 10. Interests of Named Experts and Counsel	19
Item 11. Information with Respect to the Registrant	20
Description of Business	20
Description of Property	21
Legal Proceedings	21
Market price and Dividends on the Issuer’s Common Stock	21
Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Quantitative and Qualitative Disclosures about Market Risk
Directors and Executive Officers	25
Executive Compensation and Corporate Governance	27
Security Ownership of Certain Beneficial Owners and Management	27
Transactions with Related Persons, Promoters and Certain Control Persons, Corporate Governance	28
Reports to Security Holders	28
Item 11A.  Material Changes
Item 12.  Incorporation of Certain Information by Reference.
Item 12A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities	28
Financial Statements – Audited Financial Statements for the period ended November 30, 2014	F1-F15
PART II – INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution	II-1
Item 14. Indemnification of Directors and Officers	II-1
Item 15. Recent Sales of Unregistered Securities	II-2
Item 16. Exhibits and Financial Statement Schedules	II-2
Item 17. Undertakings	II-3, II-4
SIGNATURES	II-5

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PART I: INFORMATION REQUIRED IN PROSPECTUS

ITEM 3 - SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES

SUMMARY INFORMATION

Rights and Protections under Rule 419

The net proceeds of this offering will be placed in an trust account until the completion of a merger or acquisition as detailed herein (other than up to ten percent (10.0%) of the proceeds that may be released to the company upon completion of the offering, which is expected to occur prior to entry into an acquisition agreement). The registrant may not be successful in the offering or a merger or acquisition. Such trust funds may not be used for salaries or reimbursable expenses.

Adam S. Tracy, Esq. is acting as Trust Agent for this offering. The offering proceeds from the sale of securities to be will be deposited promptly into the trust account. Additionally, the securities to be issued will be deposited promptly into the trust account.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors must be deposited in a trust account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred. Except for an amount up to ten per cent (10.0%) of the deposited funds otherwise releasable, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. If funds and securities are released from the trust account to us pursuant to Rule 419(e), the prospectus shall be supplemented to indicate the amount of funds and securities released and the date of release. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. The funds from the sale of shares in this offering will be returned promptly to these investors regardless of whether they are being returned to individual investors or all investors. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds and none of the deposited securities will be issued to investors. The funds returned to investor(s) will be returned by first class mail or other equally prompt means within five business days. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company. In the event an acquisition is not consummated within eighteen (18) months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors.

The reconfirmation offer must commence within five (5) business days after the effective date of the post-effective amendment. The post-effective amendment will contain information about the acquisition/merger candidate including their financials. The reconfirmation is for the protection of the investors as investors will have an opportunity to review information on the merger/acquisition entity and to have their subscriptions canceled and payment refunded or reconfirm their subscriptions. A prospectus contained in a post-effective amendment in connection with a reconfirmation offer will be sent to each investor whose securities are held in the trust account by first class mail or other equally prompt means. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:

(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the trust account within five business days after the effective date of the post-effective amendment;

2) Each investor will have no fewer than twenty (20), and no more than forty five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

(3) If the Company does not receive written notification from any investor within forty five (45) business days following the effective date, the pro rata portion of the Deposited Funds held in the trust account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means; (The pro rata portion to be received by investors will not include the ten percent (10%) of proceeds which may be released to the company.)

(4) The acquisition(s) will be consummated only if sufficient investors elect to reconfirm their investments so that the remaining funds are adequate to allow the Acquisition to be consummated; and

(5) If a consummated acquisition(s) has not occurred within eighteen (18) months from the date of this prospectus, the Deposited Funds held in the trust account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means minus up to ten percent (10%) that may be released to the registrant. The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.

Note: If, during any period in which offers or sales are being made, a significant acquisition becomes probable, we shall file promptly a post-effective amendment disclosing the information specified by the applicable registration statement form and Industry Guides, including financial statements of us (the registrant) and the company to be acquired as well as pro forma financial information required by the form and applicable rules and regulations. Where warrants, rights or other derivative securities issued in the initial offering are exercisable, there is a continuous offering of the underlying security.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed information appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor is urged to read this Prospectus, and the attached Exhibits, in their entirety.

THE COMPANY

Business Overview

Exquisite Acquisition, Inc. ("Exquisite Acquisition, Inc." or the "Company"), incorporated in the State of Delaware on September 29, 2014, is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL"). The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.

The Company was formed by Thomas DeNunzio, the initial director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition. Mr. DeNunzio serves as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director.

Mr. DeNunzio, the President and Director, elected to commence implementation of the Company's principal business purpose, described below under "Plan of Operation". As such, the Company is defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale securities of "blank check" companies in their prospective jurisdictions. Our sole officer and director, Mr. DeNunzio, does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. Mr. DeNunzio as the sole officer and director and sole signatory on this registration statement is bound thereby by Rule 419 as it relates to the sale of his shares.

As of the date of this prospectus, the Company has 8,000,000 shares of $0.0001 par value common stock issued and outstanding and are all held by Thomas DeNunzio our sole officer, director and shareholder.

Exquisite Acquisition, Inc.’s operations and corporate offices are located at 780 Reservoir Avenue, Cranston RI 02910, with a telephone number of (401) 641-0405.

Exquisite Acquisition, Inc.’s fiscal year end is November 30th.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of—

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000.00 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000.00) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

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As an emerging growth company, we are exempt from Sections 14A and B of the Exchange Act accordingly. An emerging growth company is exempt from Exchange Act Sections 14A(a) and (b).

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

THE OFFERING

Exquisite Acquisition, Inc. is offering, on a best efforts basis, a minimum of 1,000,000 and a maximum of 4,000,000 shares of its common stock at a price of $0.025 per share. The proceeds from the sale of the shares in this offering will be payable to "

Adam S. Tracy, Esq . fbo, Exquisite Acquisition, Inc.” and will be deposited in a non-interest bearing bank account until the trust conditions are met and thus no interest shall be paid to any investor or to the Company. The offering proceeds from the sale of securities will be deposited promptly into the trust account. The funds will also be utilized to acquire an operating business or businesses. The trust conditions are as follows:

(1) The Trust Agent has received written certification from the Company and any other evidence acceptable by the Trust Agent that the Company has executed an agreement for the acquisition(s) of a business(es) the value of which represents at least eighty percent (80.0%) of the maximum offering proceeds, (the acquisition to be completed through the use of the proceeds of this offering, loans or equity) and has filed the required post-effective amendment, the post-effective amendment has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed, and the Company has satisfied all of the prescribed conditions of the reconfirmation offer (sufficient individuals must have elected in favor of reconfirmation so that the remaining funds are adequate to allow the acquisition to be consummated); and

(2) The acquisition(s) of the business(es) the value of which represents at least eighty percent (80.0%) of the maximum offering proceeds ($80,000) is (are) consummated or

(3) The deposited funds shall be returned to investors in the event that the minimum offering amount is not raised within one hundred eighty (180) days, in which case the securities are returned to the company.

All subscription agreements and checks are irrevocable and should be delivered to Exquisite Acquisition, Inc., at the address provided on the Subscription Agreement. Failure to do so will result in checks being returned to the investor who submitted the check. Any such irrevocability is subject to an investor’s rights of reconfirmation and, in the event applicable conditions are satisfied, return of proceeds.

All subscription funds will be held in trust and no funds shall be released to Exquisite Acquisition, Inc. until such a time as the trust conditions are met (see the section titled "Plan of Distribution" herein) other than ten percent (10.0%) which may only be released to Exquisite Acquisition Inc. upon completion of the offering. (See the section titled "Plan of Distribution" herein). The offering may terminate at any time after the minimum is reached at the discretion of the Board of Directors up to the time that the offering is filled or a maximum of one hundred eighty (180) days. days from the effective date of this document. If the Minimum Offering is not achieved within one hundred eighty (180) days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees. The amount of funds actually collected in the trust account from checks that have cleared the interbank payment system, as reflected in the records of the insured depository institution, is the only factor assessed in determining whether the minimum offering condition has been met. Such minimum must be reached prior to the expiration of the offering. The Company will cause to be issued stock certificates of common stock purchased within five (5) day of the receipt of subscription to allow for the clearance of funds and will within one (1) day of issuance cause such shares to be delivered to the trust agents account at Fifth Third Ban k. The identity of the purchaser of the securities will be included on the stock certificates or other documents that evidence the company’s securities. The books and records of Adam S. Tracy, Esq. will indicate the name, address, and interest for each purchaser who submitted funds.

Mr. DeNunzio, our sole officer and director may not purchase any shares covered by this registration statement.

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The offering proceeds and the securities to be issued to investors must be deposited in an trust account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the trust account, the deposited securities may not be traded or transferred. Except for an amount up to ten percent (10.0%) of the deposited funds otherwise releasable upon completion of the offering, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (See Plan of Distribution) has been consummated and sufficient investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds and none of the deposited securities will be issued to investors. In the event an acquisition is not consummated within eighteen (18) months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company.

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The reconfirmation offer must commence within five (5) business days after the effective date of the post-effective amendment. The post-effective amendment will contain information about the acquisition/merger candidate including their financials. The reconfirmation is for the protection of the investors as investors will have an opportunity to review information on the merger/acquisition entity and to have their subscriptions canceled and payment refunded or reconfirm their subscriptions. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:

(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the trust account within five business days after the effective date of the post-effective amendment;

2) Each investor will have no fewer than twenty (20), and no more than forty five (45) business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

(3) If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the Deposited Funds held in the trust account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means; (The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company.)

(4) The acquisition(s) will be consummated only if sufficient investors elect to reconfirm their investments so that the remaining funds are adequate to complete the acquisition; and

(5) If a consummated acquisition(s) has not occurred within eighteen (18) months from the date of this prospectus, the Deposited Funds held in the trust account shall be returned to all investors on a pro rata basis within five (5) business days by first class mail or other equally prompt means minus up to ten percent (10.0%) that may be released to the registrant after reaching the minimum offering. The pro rata portion to be received by investors will not include the ten percent (10%) of proceeds which may be released to the company.

The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

Exquisite Acquisition, Inc. has secured Mountain Share Transfer of Atlanta, Georgia as its transfer agent. The Company expects to seek quotations for its securities upon completion of the offering and a merger/acquisition and the reconfirmation offering.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

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SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

Audited Statement of Operations Data

	Year Ended November 30, 2014
Revenue	$	-
Expenses:
General and administrative expenses		948
Professional fees		3,000
Total Expenses		3,948
Net Income (Loss)	$	(3,948)

Audited Balance Sheet Data

	As of November 30, 2014
ASSETS
Current Assets
Cash	$	-
Total current assets		-
Total assets	$
LIABILITIES AND STOCKHOLDER DEFICIT
Liabilities
Current Liabilities	$	3,000
Total Liabilities	$	3,000
Stockholder’s Deficit
Common stock		800
Additional Paid in Capital		148
Retained Earnings		(3,948)
Total stockholder deficit		(3,000)
Total liabilities and stockholder deficit	$	-

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RISK FACTORS

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock. This section discloses all of the material risks of an investment in this Company.

HAVING A SOLE OFFICER AND DIRECTOR MAY HINDER OPERATIONS RESULTING IN THE FAILURE OF THE BUSINESS. Exquisite Acquisition, Inc.’s operations depend solely on the efforts of Thomas DeNunzio, the sole officer and director of the Company. Because of this, the Company may be unable to offer and sell the shares in this offering, develop our business or manage our public reporting requirements should Mr. DeNunzio be left unable to fulfill these tasks successfully. The Company cannot guarantee that it will be able overcome any such obstacles. While seeking a business combination, our sole officer and director, Mr. DeNunzio anticipates devoting ten hours per month to the business of the Company. The Company's officer has not entered into a written employment agreement with the Company and is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of our sole officer and director, Mr. DeNunzio, loss of the services of this individual would adversely affect development of the Company's business and its likelihood of continuing operations. The Company has no other full or part time employees. See "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

POTENTIAL CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Thomas DeNunzio is involved in other employment opportunities and may periodically face a conflict in selecting between Exquisite Acquisition, Inc. and other personal and professional interests. The Company has not formulated a policy for the resolution of such conflicts should they occur. If the Company loses Thomas DeNunzio to other pursuits without a sufficient warning, the Company may, consequently, go out of business.

RULE 419 LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Rule 419 requires that the securities to be issued and the funds received in this offering be deposited and held in a trust account pending the completion of a qualified acquisition. Before the acquisition can be completed and before the funds and securities can be released, the Company will be required to update its registration statement with a post-effective amendment. After the effective date of any such post-effective amendment, the Company is required to furnish investors with the new prospectus containing information, including audited financial statements, regarding the proposed acquisition candidate and its business. Investors must decide to remain investors or require the return of their investment funds. Any investor not making a decision within 45 days of the effectiveness of the post-effective amendment will automatically receive a return of his investment funds. Up to 10% of the proceeds from the offering may be released to the Company and therefore may not be returned to investors.

Although investors may request the return of their funds in connection with the reconfirmation offering required, the Company's shareholders will not be afforded an opportunity to approve or disapprove any particular transaction.

NO FACT THAT NO AUDITED FINANCIAL STATEMENTS ARE BEING REQUIRED PRIOR TO BUSINESS COMBINATION BEING DEEMED PROBABLE MAY DECREASE CONFIDENCE IN AVAILABLE FINANCIALS. The Company shall not require the business combination target to provide audited financial statements until it is probable that an agreement for merger or acquisition may be reached, thus there is the risk that the unaudited statements which are provided to the Company during its due diligence may contain errors that an audit would have found thus exposing the investors to the risk that the business combination target may not be as valuable as it appears during the combination approval process. It is anticipated that any acquisition will not be deemed probable until the point of the signing of either a Letter of Intent (“LOI”) or agreement. The audits will be required at this time in order to be included in the post-effective amendment required by Rule 419. The Issuer does not anticipate seeking such acquisition until the point that the minimum offering has been exceeded and sales have ceased.

PROHIBITION TO SELL OR OFFER TO SELL SHARES IN TRUST ACCOUNT MAY LIMIT LIQUIDITY FOR A SIGNIFICANT PERIOD OF TIME. It shall be unlawful for any person to sell or offer to sell Shares held in the trust account other than pursuant to a qualified domestic relations order or by will or the laws of descent and distribution. As a result investors may be unable to sell or transfer their shares for a significant period of time.

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All subscription agreements are irrevocable. Because of this you may face a risk of not receiving any interest or dividends as we attempt to find a suitable acquisition that meets the minimum requirements of Rule 419.

All subscription agreements are irrevocable. There is a risk that you may be making an investment on which you will receive no interest or dividends as we attempt to raise the minimum offering proceeds necessary to make a business acquisition with an operating entity or entities within the requirements of Rule 419 for up to 18 months.

THE FACT THAT THE COMPANY HAS DISCRETIONARY USE OF PROCEEDS IN THIS "BLANK CHECK" OFFERING MAY LEAD TO UNCERTAINTY AS TO FUTURE BUSINESS SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. As a result our sole officer and director, Mr. DeNunzio's broad discretion with respect to the specific application of the net proceeds of this offering, this offering can be characterized as a "blank check" offering. Although substantially all of the net proceeds of this offering are intended generally to be applied toward affecting a Business Combination, such proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in the Company without an opportunity to evaluate the specific merits or risks of any one or more business combinations. There can be no assurance that determinations ultimately made by the Company relating to the specific allocation of the net proceeds of this offering will permit the Company to achieve its business objectives. See "Description of Business."

MR. DENUNZIO’S LACK OF EXPERIENCE MAY RESULT IN THE ACQUISITION OR ATTEMPTED ACQUISITION WITHOUT DISCOVERY OF ADVERSE FACTS WHICH MAY RESULT IN A FAILED ACQUISITION.

The company may not discover or adequately evaluate adverse facts about a potential opportunity or business acquisition given Mr. DeNunzio’s lack of experience in the acquisition field. Mr. DeNunzio plans to devote approximately 10 hours per month to the issuer. Basic review of any acquisition candidate will include googling the officers and directors, and determining if the listed assets on the financials are adequate to complete a merger/acquisition under Rule 419. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided, the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.

AN ACQUISITION CANDIDATE MAY BE IN THE EARLY STAGES OF DEVELOPMENT OR MAY BE FINANCIALLY UNSTABLE WHICH MAY RESULT IN A FAILED ACQUISITION OR IN FAILURE OF THE BUSINESS AFTER AN ACQUISITION. 

A target company may be financially unstable, or may be in its early stages of development or growth without established records of sales or earnings. Thus it is possible that any such acquisition will fail or that the company’s business may fail after completion of an acquisition resulting in a complete loss of the investor’s investment.

THE COMPANY’S SECURITIES ARE SUBJECT TO THE PENNY STOCK RULES WHICH MAY LIMIT INVESTMENT.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than five dollars ($5.00) (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all. Investors in penny stocks may be entitled to cancel the purchase and receive a refund if a sale is in violation of the penny stock rules or other federal or states securities laws and if a penny stock is sold to the investor in a fraudulent manner, investors may be able to sue the persons and firms that committed the fraud for damages.

MR. DENUNZIO MAY NOT PAY ALL THE EXPENSES OF THE OFFERING RESULTING IN THE FAILURE TO COMPLETE THIS OFFERING WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Mr. DeNunzio has agreed to pay all the expenses of this offering however there is no enforceable agreement to this effect and thus in the event that Mr. DeNunzio fails to pay all the expenses of this offering, the offering may not be completed resulting in the lack of success of the Company’s business plan.

REGULATIONS CONCERNING "BLANK CHECK" ISSUERS MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The ability to register or qualify for sale the Shares for both initial sale and secondary trading is limited because a number of states have enacted regulations pursuant to their securities or "blue sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank check" issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, may not register the Shares for sale in their states. Because of such regulations and other restrictions, the Company's selling efforts, and any secondary market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the Shares have been registered.

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NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has had no operating history nor any revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. This may lessen the possibility of finding a suitable acquisition or merger candidate as such loss would be inherited on their financial statements. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination.

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS RESULTS IN NO ASSURANCE OF SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The success of the Company's proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While our sole officer and director, Mr. DeNunzio intends to seek business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company's operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond the Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY LIMIT POSSIBLE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company is and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisition of small private entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisition of companies which may be desirable target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or Acquisition candidates with numerous other small public companies.

SINCE THERE IS NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND NO STANDARDS FOR BUSINESS COMBINATION THE INVESTORS MAY NOT APPROVE THE TRANSACTION WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, an entity. There can be no assurance the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Our sole officer and director have not identified any particular industry or specific business within an industry for evaluations. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities. There is no assurance the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which the Company would not consider a business combination in any form with such business opportunity. It is a requirement under Rule 419(e) of the Securities Act that the net assets or fair market value of any business to be acquired must represent at least 80.0% of the maximum offering proceeds. The acquisition may be consummated through the use of the offering proceeds, loans or equity.

THE COMPANY’S REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company will be required to provide certain information about significant acquisition, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

THE COMPANY’S LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has neither conducted, nor have others made available to it, results of market research indicating that market demand exists for the transactions contemplated by the Company. Moreover, the Company does not have, and does not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

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THE COMPANY’S LACK OF DIVERSIFICATION MAY LIMIT FUTURE BUSINESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company's proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business opportunity. Consequently, the Company's activities will be limited to those engaged in by the business opportunity which the Company merges with or acquires. The Company's inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

THE COMPANY MAY FALL UNDER POSSIBLE INVESTMENT COMPANY ACT REGULATION WHICH MAY INCREASE COSTS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Although the Company will be subject to regulation under the Securities Exchange Act of 1933, our sole officer and director, Mr. DeNunzio, believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the Company to material adverse consequences.

THE PROBABLE CHANGE IN CONTROL AND MANAGEMENT UPON A BUSINESS COMBINATION MAY RESULT IN UNCERTAIN MANAGEMENT FUTURE WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. A business combination involving the issuance of the Company's common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in the Company. Any such business combination may require our sole officer and director, Mr. DeNunzio, to sell or transfer all or a portion of the Company's common stock he currently holds, or resign as a member of the Board of Directors of the Company. The resulting change in control of the Company could result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.

THE REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY RESULT IN DILUTION. The Company's primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in the Company issuing securities to shareholders of such private company. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by present and prospective shareholders of the Company and would most likely result in a change in control or management of the Company.

THE DISADVANTAGES OF A BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company may enter into a business combination with an entity that desires to establish a public trading market for its shares. A potential business combination candidate may find it more beneficial to go public directly rather than through a combination with a blank check company and the requirements of a post-effective amendment and having to clear its application to trade using information provided by the Company rather than its own internal information.

THE POSSIBLE FEDERAL AND STATE TAXATION OF A BUSINESS COMBINATION MAY DISCOURAGE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax- free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction, reduce the future value of the shares and potentially discourage a business combination.

BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES RESULTING IN A LONGER TIME TO COMPLETION OF THE OFFERING OR FAILURE OF THE OFFERING ALL TOGETHER. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, and the Company has no current plans to register or qualify its shares in any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon the ability of new investors to purchase the securities which could reduce the size of the potential market. As a result of recent changes in federal law, non-issuer trading or resale of the Company's securities is exempt from state registration or qualification requirements in most states. However, some states may continue to attempt to restrict the trading or resale of blind-pool or "blank-check" securities. Accordingly, investors should consider any potential secondary market for the Company's securities to be a limited one.

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SINCE THERE IS NO ASSURANCE SHARES WILL BE SOLD THIS MAY RESULT IN LIMITING FUTURE OPERATING CAPITAL. The 4,000,000 Common Shares to be sold by the issuer are to be offered directly by the Company, and no individual, firm, or corporation has agreed to purchase or take down any of the shares. No assurance can be given that any or all of the Shares will be sold.

THE COMPANY’S BUSINESS ANALYSIS BEING DONE BY A NON PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Analysis of business operations will be undertaken by our sole officer and director who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.

THE ARBITRARY OFFERING PRICE MEANS THE SHARES MAY NOT REFLECT FAIR MARKET VALUE. The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that, even if a public trading market develops for the Company's securities, the Shares will attain market values commensurate with the Offering Price.

IF THE COMPANY LACKS SUCCESSFUL MARKETING EFFORTS THIS MAY RESULT IN FAILURE OF THE BUSINESS. The methods the Company will use to find potential merger or acquisition candidates include but are not limited to utilizing personal contacts, contacts gained through social networking, and online advertising through business platforms that the Company has not yet identified. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. Lack of identification and completion of a successful merger/acquisition will render the shares sold hereunder worthless.

SINCE THERE IS NO PUBLIC MARKET FOR COMPANY'S SECURITIES THE LIQUIDITY OF THE SHARES MAY BE LIMITED. Prior to the Offering, there has been no public market for the Shares being offered. There can be no assurance that an active trading market will develop or that purchasers of the Shares will be able to resell their securities at prices equal to or greater than the respective initial public offering prices. No trading of our common stock will be permitted until following our consummation of a business combination meeting the requirements of Rule 419(e)(1)(ii). The market price of the Shares may be affected significantly by factors such as announcements by the Company or its competitors, variations in the Company's results of operations, and general market conditions. No trading in our common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419. Movements in prices of stock may also affect the market price in general. As a result of these factors, purchasers of the Shares offered hereby may not be able to liquidate an investment in the Shares readily or at all.

THE SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE MARKET DILUTING THE VALUE OF THE SHARES PURCHASED HEREUNDER. All of the 8,000,000 Shares, which are held by our sole officer and director, Mr. DeNunzio, have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended (the "Act"). Such Shares will not be available for sale in the open market except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell such shares. This offering will make a substantial number of the Shares owned by our sole officer and director, Mr. DeNunzio eligible for sale in the future which may adversely affect the market price of the Common Stock. Mr. DeNunzio, our sole officer and director’s shares will remain bound by the affiliate resale restrictions enumerated in Rule 144 of the Securities Act of 1933.

THE COMPANY’S COMPLIANCE WITH THE CURRENT AND PERIODIC REPORTING REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 MAY PROVE TOO BURDENSOME, WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Upon the effectiveness of this registration and the filing of the Form 8A, the Company will be fully reporting and subject to the current and periodic reporting requirements under the Securities and Exchange Act of 1934. The burden of the time and expense of these reporting requirements may be beyond the capabilities of the Company which may result in the failure of the business.

INVESTORS WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION. Assuming the maximum shares offered herein are sold, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.017 per share while our present stockholders will receive an increase of $0.008 per share in the net tangible book value of the shares they hold. This will result in a sixty eight percent (68.00%) dilution for purchasers of stock in this offering. Assuming the minimum shares offered herein are sold, giving effect to the receipt of the minimum estimated offering proceeds of this offering net of the offering expenses, our net book value will be $20,600.00 or $0.00 per share. Therefore the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.025 per share while our present stockholders will receive an increase of $0.00 per share in the net tangible book value of the shares they hold. This will result in a one hundred percent (100.00%) dilution for the purchasers of stock in this offering.

RATIO OF EARNINGS TO FIXED CHARGES.

Not applicable as we are a smaller reporting company.

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Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our sole officer and director, Mr. DeNunzio's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

There may be risks and circumstances that management may be unable to predict. When used in this document, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

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ITEM 4 - USE OF PROCEEDS

Without realizing the minimum offering proceeds, the Company will not be able to commence planned operations and implement our business plan. Please refer to the section, herein, titled "Management's Discussion and Plan of Operation" for further information.

The Company intends to use the proceeds from this offering as follows:

	Minimum								50% of Maximum								Maximum
Application Of Proceeds	$		% of total			% of net proceeds			$		% of total			% of net proceeds			$		% of total			% of net proceeds
Total Offering Proceeds	$	25,000		100	%				$	50,000		100	%				$	100,000		100.00	%
Net Offering Proceeds(2)	$	23,500		94	%		100	%	$	48,500		97	%		100	%	$	98,500		99	%		100	%
Amount Released to Company at close of offering(4)	$	2,350		9	%		10	%	$	4,850		9	%		10	%	$	9,850		9	%		10	%
Net Held in Trust(3)	$	21,150		85	%		90	%	$	43,650		87	%		90	%	$	88,650		89	%		90	%
Working Capital(1) -	$	21,150		85	%		90	%	$	43,650		87	%		90	%	$	88,650		89	%		90	%
Total Use of Proceeds	$	25,000		100.00	%				$	50,000		100.00	%				$	100,000		100.00	%

Notes:

(1) Working capital includes the remaining funds released to the Company after a probably acquisition candidate has been discovered and the Company intends to move forward with the acquisition. The category of General Working Capital may include, but not be limited to, printing costs, postage, communication services, overnight delivery charges, additional professional fees, consulting fees, and other general operating expenses, including the costs associated with effectuating a merger or acquisition. Working capital may be also utilized for legal, accounting and other similar costs.

Completion of this offering is defined as: the date when the sale of all 4,000,000 shares to be sold by the issuer is completed, (ii) any time after the minimum offering of 1,000,000 shares of common stock is achieved at the discretion of the Board of Directors, or (ii) 180 days from the effective date of this document.

(2) Deducting for the ten percent (10.0%) which may be releasable to the company upon completion of the offering.

(3) Limited to use in expenses of locating and consummating an acquisition or reimbursement of such expenses.

ITEM 5 - DETERMINATION OF OFFERING PRICE

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

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ITEM 6 – DILUTION

DILUTION

"Dilution" represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of our issued and outstanding stock. Assuming all shares offered herein are sold, giving effect to the receipt of the maximum estimated proceeds of this offering net of the offering expenses, our net book value will be $95,500 or $0.008 per share. Therefore, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.017 per share while our present stockholders will receive an increase of $0.017 per share in the net tangible book value of the shares they hold. This will result in a sixty eight percent (68.00%) dilution for purchasers of stock in this offering. If in the event 50% of the shares are sold our net book value will be $45,500 or $0.005 per share. Therefore, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.020 per share while our present stockholders will receive an increase of $0.005 per share in the net tangible book value of the shares they hold. This will result in a eighty four percent (80.00%) dilution for purchasers of stock in this offering. Assuming the minimum shares offered herein are sold, giving effect to the receipt of the minimum estimated offering proceeds of this offering net of the offering expenses, our net book value will be $20,500.00 or $0.002 per share. Therefore the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.023 per share while our present stockholders will receive an increase of $0.002 per share in the net tangible book value of the shares they hold. This will result in a ninety two percent (92.00%) dilution for the purchasers of stock in this offering.

The current net tangible book value per share is (3,000). Following the distribution (sale of shares) if we sell the minimum number (25%) of the shares which is 1,000,000 the increase in net tangible book value attributable to the cash payments made by purchasers will be $0.002 or zero if rounded to the nearest penny. If in the event we sell 50% of the shares which is 2,000,000 the increase in net tangible book value attributable to the cash payments made by purchasers will be $.005 or $0.01 (one penny) if rounded to the nearest penny. If in the event we sell the maximum number of shares (100%) which is 4,000,000 the increase in net tangible book value attributable to the cash payments made by purchasers will be $0.008 or $0.01 (one penny) if rounded to the nearest penny.

The following table illustrates the dilution to the purchasers of the common stock in this offering:

		Minimum Offering (25% of shares sold)		(50% of the shares sold in offering		Maximum Offering (100% of shares sold)
Offering Price Per Share	$	0.025	$	0.025	$	0.025
Book Value Per Share Before the Offering	$	0.000	$	0.000	$	0.000
Book Value Per Share After the Offering	$	0.002	$	0.005	$	0.008
Net Increase to Original Shareholder	$	0.002	$	0.005	$	0.008
Decrease in Investment to New Shareholders	$	0.023	$	0.020	$	0.017
Dilution to New Shareholders (%)		92.00%		80%		68%

Net Value Calculation

If 100% of the shares in the offering are sold (Maximum Offering)

Numerator:
Net tangible book value before the offering	$	(3,000)
Net proceeds from this offering		98,500
	$	95,500
Denominator:
Shares of common stock outstanding prior to this offering		8,000,000
Shares of common stock to be sold in this offering (100%)		4,000,000
		12,000,000

Net Value Calculation

If 50% of the shares in the offering are sold

Numerator:
Net tangible book value before the offering	$	(3,000)
Net proceeds from this offering		48,500
	$	45,500
Denominator:
Shares of common stock outstanding prior to this offering		8,000,000
Shares of common stock to be sold in this offering (50%)		2,000,000
		10,000,000

Net Value Calculation

If 25% of the shares in the offering are sold (Minimum Offering)

Numerator:
Net tangible book value before the offering	$	(3,000)
Net proceeds from this offering		23,500
	$	20,500
Denominator:
Shares of common stock outstanding prior to this offering		8,000,000
Shares of common stock to be sold in this offering (25%)		1,000,000
		9,000,000

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ITEM 7 – SELLING SECURITY HOLDERS

None.

ITEM 8 - PLAN OF DISTRIBUTION

There is no public market for our common stock. Our common stock is currently held by one shareholder. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. Other than pursuant to certain exemptions permitted by Rule 419, no trading in our common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. The Company has not identified or approached any broker/dealers with regard to assisting us to apply for such listing. The Company is unable to estimate when we expect to undertake this endeavor or that we will be successful. In the absence of listing, no market is available for investors in our common stock to sell their shares. The Company cannot guarantee that a meaningful trading market will develop or that we will be able to get our common stock listed for trading.

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

This offering will be conducted on a best-efforts basis utilizing the efforts of our sole officer and director as sales agent. The intended methods of communication include, without limitation, telephone and personal contact. In their endeavors to sell this offering, they will not use any mass advertising methods such as the internet or print media. Every potential purchaser will be provided with a prospectus at the same time as the subscription agreement.

In connection with the Company’s selling efforts in the offering, Thomas DeNunzio will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Thomas DeNunzio is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Thomas DeNunzio will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. DeNunzio is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. DeNunzio will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Thomas DeNunzio will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Checks payable as disclosed herein received by the sales agent in connection with sales of our securities will be transmitted immediately into Trust account until the offering is closed. There can be no assurance that all, or any, of the shares will be sold.

Thomas DeNunzio, our sole officer and director is an underwriter for the purposes of this offering.

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

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The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The offering proceeds and the securities to be issued to investors must be deposited in an trust account (the "Deposited Funds" and "Deposited Securities," respectively). Securities purchased in this offering will be held in the trust account and are to remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights with respect to securities held in their names, as provided by applicable state law.

While held in the trust account, the deposited securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. 10 percent of the offering proceeds will be available to us, exclusive of interest or dividends, as those proceeds are deposited into the trust account. Except for this amount, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria (having a value of at least eighty percent (80.0%) of the amount raised in this offering) has been consummated and a sufficient number of investors reconfirm their investment in accordance with the procedures set forth in Rule 419 so that the remaining funds are adequate to allow the acquisition to be consummated. The acquisition may be consummated through the use of the proceeds of this offering, loans or equity. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless sufficient investors elect to remain investors so that the remaining funds are adequate to allow the acquisition to be consummated, all investors will be entitled to the return of a pro rata portion of the deposited funds and none of the deposited securities will be issued to investors. In the event an acquisition is not consummated within eighteen (18) months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors (ten percent (10.0%) may have been released to the Company upon completion of the offering). The pro rata portion to be received by investors will not include the 10% of proceeds which may be released to the company.

The proceeds from the sale of the shares in this offering will be payable to Adam S. Tracy, Esq. fbo Exquisite Acquisition, Inc. ("TrustAccount") and will be deposited in a non-interest bearing bank account at Fifth Third Bank until the trust conditions are met. No interest will be paid to any shareholder or the Company. All subscription agreements and checks are irrevocable. Any such irrevocability is subject to an investor’s rights of reconfirmation and, in the event applicable conditions are satisfied, return of proceeds. All subscription funds will be held in the Trust Account until the earlier of: (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated and no funds shall be released to Exquisite Acquisition, Inc., Inc. until such a time as the trust conditions are met other than up to ten percent (10%) as disclosed herein. In the event that eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated funds shall be returned pro rata to investors. Securities will be released to investors upon the consummation of an acquisition meeting the requirements of Rule 419. The pro rata portion to be received by investors will not include the ten percent (10.0%) of proceeds which may be released to the company. The trust agent will continue to receive funds and perform additional disbursements until either (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) eighteen (18) months have passed from the date of the prospectus and no such acquisition has been consummated. Thereafter, this trust agreement shall terminate. If the Minimum Offering is not achieved within one hundred eighty (180) days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees upon the expiration of one hundred eighty (180) days. The amount of funds actually collected in the trust account from checks that have cleared the interbank payment system, as reflected in the records of the insured depository institution, is the only factor assessed in determining whether the minimum offering condition has been met. Adam S. Tracy, Esq. (whom has a net cap. of $25,000.00 or more as required under Rule 419 for a broker to act as an trust agent for a Rule 419 offering ) as trust agent acting as trustee for the separate investors will make the determination based solely on the account records of the insured depository institution (Fifth Third Bank ).

Investors can purchase common stock in this offering by completing a Subscription Agreement [attached hereto as Exhibit 99(b)] and sending it together with payment in full. All payments must be made in United States currency either by personal check, bank draft, or cashier’s check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within five (5) business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

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ITEM 9 - DESCRIPTION OF SECURITIES TO BE REGISTERED

*Our sole director can not change the vote per share and or other rights of stockholders without consent.

COMMON STOCK

Exquisite Acquisition, Inc. is authorized to issue 500,000,000 shares of common stock, $0.0001 par value. The company has issued 8,000,000 shares of common stock to date held by one (1) shareholder of record.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The Common Stock does not have cumulative voting rights.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than five dollars ($5.00) (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

The Company has no current plans to either issue any preferred stock or adopt any series, preferences or other classification of preferred stock.

PREEMPTIVE RIGHTS

No holder of any shares of Exquisite Acquisition, Inc. stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

NON-CUMULATIVE VOTING

Holders of Exquisite Acquisition, Inc. common stock do not have cumulative voting rights, which means that the holders of more than 50.0% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any directors.

CASH DIVIDENDS

As of the date of this prospectus, Exquisite Acquisition, Inc. has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and our financial position, general economic conditions, and other pertinent conditions. The Company does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.

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REPORTS

After this offering, Exquisite Acquisition, Inc. will make available to its shareholders annual financial reports certified by independent accountants, and will, furnish unaudited quarterly financial reports.

ITEM 10 - INTEREST OF NAMED EXPERTS AND COUNSEL

INTEREST OF NAMED EXPERTS AND COUNSEL

The company has employed Adam Tracy to provide an opinion on the validity of the common stock to be issued pursuant to this Registration Statement.

The report of RLB Certified Public Accountant, PLLC is included in reliance upon the firm’s authority as an expert in accounting and auditing.

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ITEM 11 - INFORMATION WITH RESPECT TO THE REGISTRANT

DESCRIPTION OF BUSINESS

Exquisite Acquisition, Inc. (the "Company"), was incorporated on September 29, 2014 under the laws of the State of Delaware, to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL"). Other than issuing shares to its original shareholder, the Company never commenced any operational activities.

The Company was formed by Thomas DeNunzio, the initial director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition. Mr. DeNunzio serves as President, Secretary, Treasurer and Director. Mr. DeNunzio determined next to proceed with filing a Form S-1.

Mr. DeNunzio, the President and Director, elected to commence implementation of the Company's principal business purpose, described below under “Plan of Operation". As such, the Company is defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Our sole officer and director, Mr. DeNunzio, does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of:

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000.00 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(B) the last day of the fiscal year of the issuer following the fifth (5^th) anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C) the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

Number of Total Employees and Number of Full Time Employees

We plan to rely exclusively on the services of our sole officer and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal. Mr. DeNunzio plans to devote approximately ten hours per month to the Company’s business affairs.

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DESCRIPTION OF PROPERTY

We do not hold ownership or leasehold interest in any property. 

LEGAL PROCEEDINGS

Thomas DeNunzio, our officer and director has not been convicted in a criminal proceeding.

Thomas DeNunzio, our officer and director has not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

There are no known pending legal or administrative proceedings against the Company.

No officer, director, significant employee or consultant has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy filing or within two years prior to that time.

MARKET PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK

Market Price

As of the date of this prospectus, there is no public market in Exquisite Acquisition, Inc. common stock. This prospectus is a step toward creating a public market for our stock, which may enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will develop. Exquisite Acquisition, Inc. and its sole officer and director, Mr. DeNunzio makes no representation about the present or future value of our common stock. Other than pursuant to certain exceptions permitted by Rule 419, no trading in your common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419.

As of the date of this prospectus,

1. There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Exquisite Acquisition, Inc.;

2. There are currently 8,000,000 shares of our common stock held by our officer and director that are not eligible to be sold pursuant to Rule 144 under the Securities Act;

3. Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to the current shareholder.

All of the presently outstanding shares of common stock (8,000,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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HOLDERS

As of the date of this prospectus, Exquisite Acquisition, Inc. has 8,000,000 shares of $0.0001 par value common stock issued and outstanding held by one shareholder of record.

DIVIDENDS

We have neither declared nor paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.

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

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

Our cash balance as of November 30, 2014 is $0. We anticipate that we will incur ongoing costs related to finding a suitable acquisition and subsequently making the acquisition. We expect our cash requirements for the next twelve months following the date of our financial statements herein to be in total a minimum of $35,000.

As of November 30, 2015 we have generated no revenues and have a net loss of $3,948. Our operating expenses thus far have included $3,000 of accounting fees, and $148 in fees relating to filing our certificate of incorporation in Delaware ($98) coupled with paying our Resident Agent Fee ($50). We also have share based compensation totalling $800 from the 8,000,000 shares issued to Mr. DeNunzio in exchange for developing the Company’s business concept and plan. The par value of each share of common stock is .0001

PLAN OF OPERATION

Exquisite Acquisition, Inc. was incorporated on September 29, 2014.

The Registrant intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. The Registrant has no acquisition in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company's sole officer and director, nor any promoter or affiliates thereof, have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.

The Company will obtain audited financial statements of a target entity. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided, the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.

The Registrant has no full time employees. The Registrant's officer has agreed to allocate a portion of his time to the activities of the Registrant, without compensation. Our sole officer and director, Mr. DeNunzio anticipates that the business plan of the Company can be implemented by our officer devoting approximately ten (10) hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. See "DIRECTORS, EXECUTIVE OFFICERS"

The Company is filing this registration statement on a voluntary basis because the primary attraction of the Registrant as a merger partner or acquisition vehicle will be its status as an SEC reporting company. The company will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act and also the company is filing a form 8A registering the company under Section 12G of the Exchange Act concurrently with this registration statement which will register the Company’s common shares under the Exchange Act and upon the effectiveness of such registration statement, the company will be required to report pursuant to Section 13 of the Exchange Act. Any business combinations or transactions will likely result in a significant issuance of Company shares and a substantial dilution to the present stockholders of the Registrant.

At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The company will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act and also the company is filing a form 8A registering the company under Section 12G of the Exchange Act concurrently with this registration statement which will register the Company’s common shares under the Exchange Act and upon the effectiveness of such registration statement, the company will be required to report pursuant to Section 13 of the Exchange Act.

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The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Our sole officer and director, Mr. DeNunzio, anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See "Financial Statements." This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.

The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

One of the methods the Company will use to find potential merger or acquisition candidates will be to run advertisements in electronic business publications that we have not yet identified at this time. We believe that there is an abundant source of business websites that allow paying customers to advertise their Company’s intent on seeking a merger or acquisition. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful and we cannot be sure that we will be able to find such a site to advertise on.

The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Our sole officer and director, Mr. DeNunzio, believes based upon the number of filings which continue to be made on the SEC’s EDGAR website that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, our sole officer and director, Mr. DeNunzio, believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The costs of an initial public offering may include substantial attorney and auditor fees and the time factor can vary widely (could be as short as a month or take several years for example) and is unpredictable. A business combination with the Company may eliminate some of those unpredictable variables as the initial review process on a large active business could easily extend over a period of one (1) year or more requiring multiple audits and opinions prior to clearance. On the other hand a business combination with the Company may raise other variables such as the history of the Company having been out of the targets control and knowledge. Thus they have to rely on the representations of the Company in their future filings and decisions. In addition, the additional step of a business combination may increase the time necessary to process and clear an application for trading. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. If an entity is deemed a Shell Company the 8-K which must be filed upon the completion of a merger or acquisition requires all of the information normally disclosed in the filing of a Form 10. Once deemed a Shell Company, Rule 144 imposes additional restrictions on securities sought to be sold or traded under Rule 144. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, the officer and director of the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the supervision of, the officer and director of the Company, who is not a professional business analyst. Our sole officer and director, Mr. DeNunzio, intends to concentrate on identifying preliminary prospective business opportunities which may be brought to its attention through present associations of the Company's sole officer and shareholder. In analyzing prospective business opportunities, our sole officer and director, Mr. DeNunzio, will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Our sole officer and director, Mr. DeNunzio, will meet personally with management and key personnel of the business opportunity as part of his investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merger with any company for which audited financial statements cannot be obtained.

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Our sole officer and director, Mr. DeNunzio, while not experienced in matters relating to the new business of the Company, will rely upon his own efforts in accomplishing the business purposes of the Company. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as the Company has no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, the Company's sole officer and director, Mr. DeNunzio, has never used outside consultants or advisors in connection with a merger or acquisition.

The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present sole officer and director and shareholder of the Company, Thomas DeNunzio, will no longer be in control of the Company. In addition, the Company's director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders. Mr. DeNunzio has agreed to pay all the expenses of the offering estimated at $4,512.88 and has in fact paid most of those fees prior to the filing of this prospectus. Mr. DeNunzio has also agreed to pay all expenses of finding, doing due diligence and completing an acquisition. It is management’s belief that these expenses will be between $2,000.00 and $5,000.00 . Mr. DeNunzio will pay any expenses not covered by the amounts raised in the offering or which cannot be released until after the offering is completed.

The above due diligence or “basic review” of a potential acquisition candidate will include but may not be limited to:

-Discovering if the potential acquisition has any debt or liens that would make it less attractive for purchase

-Learning more about the acquisition candidate to see if it has a viable and existing business plan

-Evaluating the potential acquisition’s current financial condition

-Discovering if the acquisition candidate is profitable making it more appealing for purchase

-Obtaining a list of any physical or intangible assets of the acquisition candidate that may make it more or less appealing.

-Ensuring there are no pending litigations against the potential acquisition candidate. 

It is anticipated that the Company's principal shareholder may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction at a price not to exceed $0.25 per share. No transfer or sales of any shares held in trust shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax- free" reorganization under Sections 368a or 351 of the Internal Revenue Code (the "Code").

With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then shareholders.

-24- 

The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

As stated herein above, the Company will not acquire or merge with any entity which cannot provide independent audited financial statements. The Company will need to file such audited statements as part of its post-effective amendment (reconfirmation). The Company is filing a Form 8a concurrently with this registration statement and thus will be subject to all of the reporting requirements included in the 34 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable).

The Company's sole officer and shareholder has verbally agreed that he will advance to the Company any additional funds which the Company needs for operating capital and for costs in connection with searching for or completing an acquisition or merger. He has also agreed that such advances will be made interest free without expectation of repayment. There is no dollar cap on the amount of money which he may advance to the Company. The Company will not borrow any funds from anyone for the purpose of repaying advances made by the shareholder, and the Company will not borrow any funds to make any payments to the Company's promoters, sole officer and director, Mr. DeNunzio or his affiliates or associates.

COMPETITION

The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our director is elected by the stockholders to a term of one year and serve, until a successor is elected and qualified. Our officer is appointed by the Board of Directors to a term of one year and serve, until a successor is duly elected and qualified, or until removed from office. Our Board of Directors does not have any nominating, auditing or compensation committees.

The following table sets forth certain information regarding our executive officer and director as of the date of this prospectus:

Name	Age	Position	Period of Service(1)
Thomas DeNunzio (2)	53	President, Secretary, Treasurer, and Director	Incorporation - Current

Notes:

⁽¹⁾ Our director will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. Mr. DeNunzio is the sole director and he appointed himself as the company’s sole officer and will hold office until resignation or removal from office.

⁽²⁾ Thomas DeNunzio has outside interests and obligations other than Exquisite Acquisition, Inc. He intends to spend approximately ten (10) hours per month on our business affairs. At the date of this prospectus, Exquisite Acquisition, Inc. is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

-25- 

BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Thomas DeNunzio, CEO, CFO, President, Secretary, Treasurer, Director, Sole Shareholder, age 53. 

Thomas DeNunzio, age 53, acts as CEO, CFO, President, Secretary, Treasurer and Director for the Company since its formation on September 29, 2014. From 2000 to Present he has been involved in the business of real estate for personal investment. From March 2009 to present, Mr. DeNunzio has served as a consultant for management of Z Holdings Group, Inc. FKA LMIC, Inc.(“ZHLD”) in which he resurrected ZHLD’s defunct corporate charter bringing ZHLD back into good standing with the Delaware Secretary of State. Mr. DeNunzio has also acted as consultant for management in the origination of Form 10 blank check shell company Big Time Acquisition, Inc., an SEC Delaware reporting Company. Mr. DeNunzio assisted with the merger of ZHLD into Big Time Acquisition, Inc. Additionally, in 2013 he originated Form 10 blank check shell Company, Go Public, Inc., Go Public I Inc., and Go Public II Inc. Mr. DeNunzio has since resigned as an Officer and Director of Go Public Inc., and Go Public I, Inc. He remains CEO and Director of Go Public II, Inc. Mr. DeNunio also originated form 10 blank check shell Company, Brilliant Acquisition, Inc. on November 25^th2015 and has served as President, CEO, and Director since its formation.

Prior and Current Blank Check Company Experience

Thomas DeNunzio, our sole officer and director, is not an officer or director of any other blank check company except for Go Public II Inc. and Brilliant Acquisition, Inc.

The business purpose of this blank check company as well as the others Mr. DeNunzio has originated is to engage in a business merger or acquisition with an unidentified company or companies.

Additionally, Mr. DeNunzio is also the consultant for Z Holdings Group, Inc., (“ZHLD”) a publicly traded SEC reporting blank check company. ZHLD is timely in their reporting obligations. Mr. DeNunzio has no compensation structure with ZHLD and has not received any remuneration to date. Mr. DeNunzio is not the legal owner of any securities of ZHLD.

As consultant for Big Time Acquisition, Inc., a blank check company, Mr. DeNunzio originated a Form 10 registration statement for the founders Mr. Scheer and Mr. DeNunzio. Mr. DeNunzio subsequently merged ZHLD into Big Time Acquisition, Inc. whereas ZHLD became the surviving entity and continued on with the same business plan as Big Time Acquisition, Inc. and ZHLD remains a shell company. 

The information in the table below summarizes all of the blank check companies, which Mr. DeNunzio currently serves or has served as an officer of within the past five years. In all instances that a business combination is transacted with one of these companies, it is required to file a Current Report on Form 8-K describing the transaction. All of the below blank check Companies in the chart filed a Form 10 Registration Statement.

All of the below disclosed “Business Combinations” were for the sale of 100% of the common stock of each Company which Mr. DeNunzio sold to the buyer of each in exchange for cash consideration. The column titled, “Compensation” includes the amount of funds that Mr. DeNunzio received for the respective sale.

The following table should be read in accordance with the following notes:

(1) The share purchase agreement of Go Public, Inc. is an exhibit to the 8-K filed on behalf of Go Public, Inc. October 10, 2013.

(2) The share purchase agreement of Go Public I, Inc. is an exhibit to the 8-K filed on behalf of Go Public I, Inc. September 4, 2014.

(3) Mr. DeNunzio does not have any interest in the below blank check companies except for Go Public II, Inc. which he remains the sole officer and director.

Name	Filing Date Registration Statement	Operating Status	SEC File Number	Business Combinations	Compensation
Go Public, Inc. Date of incorporation: January 24, 2013	2/7/2013	Effective	000-1567865	Share Purchase Agreement was executed between Mr. Thomas DeNunzio and Mr. Andre Difelice. (1)	$25,000 (1)
Go Public I, Inc. Date of incorporation: July 22, 2013	8/22/2013	Effective	000-1582576	Share Purchase Agreement was executed between Mr. Thomas DeNunzio and Jean-Francois St. Laurent. (2)	$34,900(2)
Go Public II, Inc. Date of incorporation: July 22, 2013	8/22/2013	Effective	000-1582586	None (3)	None (3)

The registrant currently has no independent directors as the sole director of the company is Thomas DeNunzio.

Our officer and director is not a full time employee of our company and is actively involved in other business pursuits. He also intends to form additional blank check companies in the future that will have corporate structures and business plans that are similar or identical to ours. Accordingly, he may be subject to a variety of conflicts of interest. Since our officer and director is not required to devote any specific amount of time to our business, he will experience conflicts in allocating his time among his various business interests. Moreover, any future blank check companies that are organized by our officer and director may compete with our company in the search for a suitable target.

To minimize potential conflicts of interest arising from multiple corporate affiliations, our officer and director will not ordinarily make affirmative decisions to allocate a particular business opportunity to a particular acquisition vehicle. Instead, he will provide the available due diligence information on all available acquisition vehicles to the potential target, and ask the potential target to make a final selection. There is no assurance that a potential target will conclude that our company is best suited to its needs or that an acquisition will ever occur.

Legal

Board Committees

Exquisite Acquisition, Inc. has not yet implemented any board committees as of the date of this prospectus.

Directors

The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Although we anticipate appointing additional directors, the Company has not identified any such person or any time frame within which this may occur.

[Balance of this Page Intentionally Left Blank]

-26- 

EXECUTIVE COMPENSATION

Summary Compensation Table

Name and principal position (a)	As of November 30, 2014 (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Non-qualified deferred compensation earnings ($) (h)	All other compensation ($) (i)	Total ($) (j)
Thomas DeNunzio Officer and Director	2014	-	-	$800	-	-	-	-	$800

DIRECTOR’S COMPENSATION

Our director is not entitled to receive compensation for services rendered to Exquisite Acquisition, Inc., or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

EMPLOYMENT CONTRACTS AND OFFICER’S COMPENSATION

Since Exquisite Acquisition, Inc.’s incorporation on September 29, 2014, we have not paid any compensation to any officer, director or employee. We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as it maintains a positive cash flow.

STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN

Exquisite Acquisition, Inc. currently does not have existing or proposed option or SAR grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than five percent (5.0%) of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.

				Percent of Class
Title Of Class	Name, Title and Address of Beneficial Owner of Shares(1)	Amount of Beneficial Ownership(2)		Before Offering			After Offering(3)
Common	Thomas DeNunzio, CEO, CFO, President, Secretary, Treasurer and Director		8,000,000		100.00	%		66.66	%
	All Directors and Officers as a group (1 person)		8,000,000		100.00	%		66.66	%

Footnotes

⁽¹⁾ The address of our CEO, CFO, President, Secretary, Treasurer, and Director is Thomas DeNunzio, 780 Reservoir Avenue, #123 Cranston, RI 02910.

⁽²⁾ As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

⁽³⁾ Assumes the sale of the maximum amount of this offering (4,000,000 shares of common stock). The aggregate amount of shares to be issued and outstanding after the offering is 12,000,000.

-27- 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On or about September 29, 2014, Thomas DeNunzio, our officer and director, paid for expenses involved with the incorporation of Exquisite Acquisition, Inc. with personal funds on behalf of Exquisite Acquisition, Inc., in exchange for 8,000,000 shares of common stock each, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act. The value of the stock provided to Mr. DeNunzio, based on the par value of $.0001 per share of common stock, is valued at $800.

The price of the common stock issued to Thomas DeNunzio was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, the Company was recently formed or in the process of being formed and possessed no assets.

Thomas DeNunzio, the company’s sole shareholder, officer and director is the only promoter of the company.

REPORTS TO SECURITY HOLDERS

1. After this offering, Exquisite Acquisition, Inc. will furnish shareholders with audited annual financial reports certified by independent accountants, and will furnish unaudited quarterly financial reports.

2. After this offering, Exquisite Acquisition, Inc. will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status. The Company is filing a Form 8A concurrently with this registration.

3. The public may read and copy any materials Exquisite Acquisition Inc. files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Exquisite Acquisition, Inc.’s SEC filings will also be available on the SEC's Internet site. The address of that site is: http://www.sec.gov

ITEM 11A – MATERIAL CHANGES

Not applicable.

ITEM 12 – INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Not applicable.

ITEM 12A – DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Securities and Exchange Commission’s Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, Exquisite Acquisition, Inc. has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Exquisite Acquisition Inc. of expenses incurred or paid by a director, officer or controlling person of Exquisite Acquisition, Inc. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Exquisite Acquisition, Inc. will, unless in the opinion of Exquisite Acquisition, Inc. legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

-28- 

EXQUISITE ACQUISITION, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F2
Financial Statements:
Balance Sheet as of November 30, 2014	F3
Statement of Operations for the year ended November 30, 2014	F4
Statement of Changes in Stockholders (Deficit) for the period September 29, 2014 (date of inception) to November 30, 2014	F5
Statement of Cash Flows for the year ended November 30, 2014	F6
Notes to Financial Statements	F7-F8

-F1- 

RLB Certified Public Accountant PLLC

6314 11th Avenue South

Gulfport, FL 33707-3002

Cell 727-452-4803 Email robin@rlbcpa.biz

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sole Director of:

EXQUISITE ACQUISITION, INC.

780 Reservoir Avenue

Cranston, RI 02910-4425

I have audited the accompanying balance sheet of Exquisite Acquisition, Inc. as of November 30, 2014 and the related statements of operations, stockholder equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Exquisite Acquisition, Inc. as of November 30, 2014 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no source of revenue, a net operating loss, and negative cash flow from operating activities. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RLB Certified Public Accountant PLLC

Gulfport, Florida

January 23, 2015

-F2- 

Exquisite Acquisition, Inc.
Balance Sheet
			As of
			November 30,
			2014
ASSETS
	Current Assets
	Total Current Assets
	TOTAL ASSETS	$
LIABILITIES & STOCKHOLDER (DEFICIT)
	Current Liabilities
	Accrued expenses	$	3,000
	Total Current Liabilities		3,000
	TOTAL LIABILITIES		3,000
	COMMITMENTS AND CONTINGENCIES
	Stockholder (Deficit)
	Preferred stock, ($.0001 par value, 20,000,000
	shares authorized; none issued and outstanding.)		-
	Common stock ($.0001 par value, 500,000,000
	shares authorized; 8,000,000 shares issued and outstanding as of November 30, 2014)		800
	Additional paid in capital		148
	Retained Earnings		(3,948)
	Total Stockholder (Deficit)		<3,000>
	TOTAL LIABILITIES & STOCKHOLDER (DEFICIT)	$	0

The accompanying notes are an integral part of the audited financial statements.

-F3- 

Exquisite Acquisition, Inc.
Statement of Operations
Year Ended November 30, 2014
	Revenues
	Revenues	$	-
	Total Revenues		-
	General & Administrative Expenses
	Professional fees		3,000
	Share-based compensation		800
	Administrative expenses		148
	Total General & Administrative Expenses		3,948
	Net Loss	$	(3,948)
	Net loss per share: Basic	$	(0.00)
	Weighted average number of
	common shares outstanding		8,000,000

The accompanying notes are an integral part of the audited financial statements.

-F4- 

Exquisite Acquisition, Inc.
Statement of Changes in Stockholder (Deficit)
November 30, 2014
		Common	Additional
	Common	Stock	Paid-in	Retained
	Stock	Amount	Capital	Earnings	Total
September 29, 2014
Shares issued for services at $.0001 per share	8,000,000	$800	-		800
Contribution of expenses-Related party			148		148
Net loss, November  30, 2014				($3,948)	(3,948)
Balance,  November 30, 2014	8,000,000	$800	148	($3,948)	(3,000)

The accompanying notes are an integral part of the audited financial statements.

-F5- 

Exquisite Acquisition, Inc.
Statement of Cash Flows
November 30, 2014
	CASH FLOW FROM OPERATING ACTIVITIES
	Net (loss)	$	(3,948)
	Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
	Share-based compensation		800
	Additional paid in capital in exchange for expenses paid by related party		148
	Changes in Current Assets and Liabilities:
	Accrued expenses		3,000
			-
	Net cash used by operating activities		0
	Net increase (decrease) in cash		0
	Cash at beginning of year		0
	Cash at end of year	$	0

The accompanying notes are an integral part of the audited financial statements.

-F6- 

Exquisite Acquisition, Inc.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2014

Note 1 – Organization and Description of Business

Exquisite Acquisition, Inc. (the Company) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

The Company has elected November 30th as its year end.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2014 were $0.

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

-F7- 

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of November 30, 2014.

Basic Earnings (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutive instruments as of November 30, 2014 and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

Share-based Expense

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

The company had no stock-based compensation plans November 30, 2014.

Share-based expense for the year ended November 30, 2014 was $800.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  

Note 3 – Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash flow from operating activities, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.

Note 5 – Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of November 30, 2014.

Note 6 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of November 30, 2014, the Company has incurred a net loss of approximately $3,900 which resulted in a net operating loss for income tax purposes. NOLs begin expiring in 2034. The loss results in a deferred tax asset of approximately $1,365 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.

	November 30, 2014
Deferred tax asset, generated from net operating loss at statutory rates	$	1,365
Valuation allowance		(1,365)
	$	—

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate	35.0	%
Increase in valuation allowance	(35.0)	%
Effective income tax rate	0.0	%

Note 7 – Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares as of November 30, 2014.

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of November 30, 2014.

The Company does not have any potentially dilutive instruments as of November 30, 2014 and, thus, anti-dilution issues are not applicable.

On September 29, 2014 the Company issued 8,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $800 to the sole director and shareholder of the Company in exchange for developing the Company’s business concept and plan.

Pertinent Rights and Privileges

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

Additional Paid In Capital

Our sole officer and director paid operating expenses in the amount of $148 which is recorded as additional paid in capital.

Note 8 – Related-Party Transactions

Equity

On September 29, 2014 the Company issued 8,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $800 to the sole director and shareholder of the Company in exchange for developing the Company’s business concept and plan.

During the period ending November 30, 2014 expenses totaling $148 were paid by our sole officer and shareholder and are considered contributions to capital.

Note 9 – Subsequent Events 

Management has evaluated subsequent events through January 23, 2015, the date the financial statements were available to be issued.

Based on our evaluation no events have occurred requiring adjustment or disclosure.

-F8- 

EXQUISITE ACQUISITION, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements:
Condensed Balance Sheets at May 31, 2015 (unaudited) and November 30, 2014	F10
Condensed Statement of Operations for the Three Months Ended May 31, 2015 and the Six Months Ended May 31, 2015 (unaudited)	F11
Condensed Statements of Changes in Stockholder (Deficit) through May 31, 2015	F12
Condensed Statement of Cash Flows for the Six Months ended May 31, 2015 (unaudited)	F13
Notes to Financial Statements	F14-F15

-F9-

Exquisite Acquisition, INC.

CONDENSED BALANCE SHEETS 

	As of May 31, 2015 (unaudited)		As of November 30, 2014 (audited)
ASSETS
Current Assets
Total Current Assets		-		-
TOTAL ASSETS	$	-	$	-
LIABILITIES & STOCKHOLDER EQUITY (DEFICIT)
Current Liabilities
Accrued expenses		1,800		3,000
Total Current Liabilities		1,800		3,000
TOTAL LIABILITIES		1,800		3,000
COMMITMENTS AND CONTINGENCIES (Note 5)
Stockholder’s Equity (Deficit)
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)		-		-
Common stock ($.0001 par value, 500,000,000 shares authorized, 8,000,000 shares issued and outstanding as of May 31, 2015 and November 30, 2014)		800		800
Additional Paid in Capital		4,898		148
Accumulated Deficit		(7,498)		(3,948)
Total Stockholder  (Deficit)		(1,800)		(3,000)
TOTAL LIABILITIES & STOCKHOLDER (DEFICIT)	$	-	$	-

See Accompanying Notes to Unaudited Condensed Financial Statements

-F10-

Exquisite Acquisition, INC.

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

		Three Months Ended May 31, 2015		Six Months Ended May 31, 2015
Revenues	$	—		—
Total Revenues		—		—
General & Administrative Expenses	$	550	$	550
Organization and Related Expenses
Professional fees	$	1,250	$	3,000
Total General & Administrative Expenses	$	1,800	$	3,550
Net Loss	$	(1,800)	$	(3,550)
Basic and Diluted Loss Per Share	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding		8,000,000		8,000,000

See Accompanying Notes to Unaudited Condensed Financial Statements

-F11-

Exquisite Acquisition, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER (DEFICIT)

	Common Stock		Amount		Additional Paid-In Capital		Accumulated Deficit		Total
November 25, 2014— Shares issued for services rendered at $.0001 per share		8,000,000	$	800	$	—	$	—	$	800
Contributions in kind		—		—		148		—		148
Net loss for the period ending November 30, 2014		—		—		—		(3,948)		(3,948)
Balance November 30, 2014 (audited)		8,000,000		800		148		(3,948)		(3,000)
Contributed expenses		—		—		3,500		—		3,500
Net loss for the period from December 1, 2014 through February 28, 2015		—		—		—		(1,750)		(1,750)
Balance February 28, 2015 (unaudited)		8,000,000		800		3,648		(5,698)		(1,250)
Net loss for the period from March 1,2015 Through May 31, 2015		—		—		—		(1,800)		(1,500)
Contributed expenses		—		—		1,250		—		1,250
Balance May 31, 2015 (unaudited)		8,000,000		800		4,898		(7,498)		(1,250)

 See Accompanying Notes to Unaudited Condensed Financial Statements

-F12-

Exquisite Acquisition, INC.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

		For the Six Months Ended May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$		(3,550)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Expenses contributed to capital			4,750
Changes in current assets and liabilities:
Prepaid expenses	$
Accounts payable-Related party	$
Accrued expenses	$		(1,200)
Net cash provided by (used in) operating activities
Beginning Cash Balance			—
Increase/(Decrease) in Cash			—
Ending Cash Balance			—
NONCASH FINANCING AND INVESTING INFORMATION:
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$		—
Income taxes paid	$		—

 See Accompanying Notes to Unaudited Condensed Financial Statements 

-F13- 

Note 1 – Organization and Description of Business

Exquisite Acquisition, Inc. (the Company) was incorporated under the laws of the State of Delaware on September 29, 2014. The Company intends 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. As of May 31, 2015 the Company had not yet commenced any operations.

The Company has elected November 30th as its year end.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended November 30, 2014 and notes thereto.

The results of operations for the six month period ended May 31, 2015 are not necessarily indicative of the results for the full fiscal year ending November 30, 2015.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Due to the minimal level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. These financial statements should be read in conjunction with the financial statements for the year ended November 30, 2014.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at May 31, 2015 and November 30, 2014 were $0.

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

-F14- 

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at May 31, 2015 or November 30, 2014.

Basic Earnings (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutive instruments as of May 31, 2015 and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Share-based Expense

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

The company had no stock-based compensation plans May 31, 2015.

Share-based expense for the six months ended May 31, 2015 was $0.

Note 3 – Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash flow from operating activities, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

In June 2015, FASB issued Accounting Standards Update (ASU) No. 2015-10, Technical Corrections and Updates. The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, but not required; at this time we are not early adopting. As the objectives of this standard are to clarify the codification; correct unintended application of guidance; eliminate inconsistencies; and, to improve the codification’s presentation of guidance, the adoption of this standard is not expected to impact our financial position or results of operations.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. At this time, we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financial statements, the adoption of this standard is not expected to impact our financial position or results of operations.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.

Note 5 – Accrued Expenses

Accrued expenses totaled $1,800 and $3,000 at May 31, 2015 and November 30, 2014, respectively, and consisted primarily of professional fees and general and administrative expenses.

Note 6 – Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of May 31, 2015.

Note 7 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of May 31, 2015, the Company has incurred a net loss of approximately $7,500 which resulted in a net operating loss for income tax purposes. NOLs begin expiring in 2034. The loss results in a deferred tax asset of approximately $2,600 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.

	May 31, 2015
Deferred tax asset, generated from net operating loss at statutory rates	$	2,600
Valuation allowance		(2,600)
	$	—

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate	35.0	%
Increase in valuation allowance	(35.0)	%
Effective income tax rate	0.0	%

Note 8 – Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares as of May 31, 2015.

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 8,000,000 shares of common stock issued and outstanding as of May 31, 2015.

The Company does not have any potentially dilutive instruments as of May 31, 2015 and, thus, anti-dilution issues are not applicable.

On September 29, 2014 the Company issued 8,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $800 to the sole director and shareholder in exchange for developing the Company’s business concept and plan.

Pertinent Rights and Privileges

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholder(s’) meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

Additional Paid In Capital

During the six month period ending May 31, 2015 our sole officer/director/shareholder paid operating expenses in the amount of $4,750 which is recorded as additional paid in capital.

Note 9 – Related-Party Transactions

Equity

On September 29, 2014 the Company issued 8,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $800 to the sole officer/director/shareholder of the Company in exchange for developing the Company’s business concept and plan.

During the six month period ending May 31, 2015, $4,750 in expenses were paid by our sole officer/director shareholder and are considered contributions to capital.

During the fiscal year ended November 30, 2014 our sole officer/director/shareholder contributed additional paid in capital in the amount of $148 to fund operating expenses.

Note 10 – Subsequent Events 

Management has evaluated subsequent events through June 27, 2015, the date the financial statements were available to be issued. Based on our evaluation no events have occurred requiring adjustment or disclosure. 

-F15-

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by Exquisite Acquisition, Inc. in connection with the sale of the common stock being registered. Exquisite Acquisition, Inc. has agreed to pay all costs and expenses in connection with this offering of common stock. Mr. DeNunzio will pay any expenses not covered by the amounts raised in the offering or which cannot be released until after the offering is completed. Thomas DeNunzio is the source of the funds for the costs of the offering. Mr. DeNunzio has no agreement in writing to pay the expenses of this offering on behalf of Exquisite Acquisition, Inc. and thus, such agreement to do so is not enforceable. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.

Legal and Professional Fees	$	1,000.00
Audit and Review Fees	$	2,000.00
Trust Fees	$	1,500.00
Registration Fee	$	13.00
Total	$	4,513.00

ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Exquisite Acquisition, Inc.’s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted by Delaware law, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.

Our directors and officers are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Under the General Corporation Law of the State of Delaware, or DGCL Section, a corporation is required to indemnify both the current and former directors or officers of the corporation against expenses actually and reasonably incurred if the particular current or former director or officer seeking indemnification is successful on the merits or otherwise in defense of any action, suit or proceeding brought by reason of the fact that such person was a director or officer of the corporation. In addition, a corporation may indemnify its current or former directors or officers against (i) judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, in the case of a third-party action, and (ii) expenses, including attorneys’ fees (but not amounts paid in settlement or judgments), in the case of an action by the corporation or a derivative action brought by a stockholder, in each case incurred in any actual or threatened litigation brought by reason of the fact that such person was serving in one of the previously mentioned capacities. In order for an individual to qualify for what is generally referred to as “permissive indemnification,” an appropriate body, such as the board’s disinterested directors, must determine that such individual has met the requisite standard of conduct.

However, the weakness of indemnification, whether required or permitted by statute, is that the current or former director or officer must either prevail in the action or have met the requisite standard of conduct. This means that the director or officer must fund a defense to reach the required result. In recognition of this, the DGCL permits a corporation to advance the expenses incurred by a current or former director or officer in defending third-party or derivative actions without regard to a standard of conduct. As a condition precedent to the advancement of expenses, a corporation is required to obtain from a director or officer to whom expenses are advanced an undertaking to repay any amounts advanced in the event that it is later determined that such person is not entitled to indemnification.

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ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES

During the past three (3) years, Exquisite Acquisition, Inc. issued the following unregistered securities in private transactions without registering the securities under the Securities Act:

On or about September 29, 2014, Thomas DeNunzio, our sole officer and director was issued 8,000,000 restricted shares of our common stock at par value and totaling $800 in exchange for services provided.

At the time of the issuance, Thomas DeNunzio was in possession of all available material information about us, as he is the only officer and director. On the basis of these facts, Exquisite Acquisition, Inc. claims that the issuance of stock to its founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933. Exquisite Acquisition, Inc. believes that the exemption from registration for these sales under Section 4(2) was available because:

· Thomas DeNunzio is an executive officer of Exquisite Acquisition, Inc. and thus had fair access to all material information about Exquisite Acquisition, Inc. before investing;

· There was no general advertising or solicitation; and,

· The shares bear a restrictive transfer legend.

All shares issued to Thomas DeNunzio were at a price per share of $0.0001 which is also the par value.

The price of the common stock issued to him was arbitrarily determined and bore no relationship to any objective criterion of value.

ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

INDEX OF EXHIBITS

Exhibit No.	Name/Identification of Exhibit
3.1	Articles of Incorporation
3.2	Bylaws adopted on September 29, 2014
5.1	Legal Opinion Letter
23.1	Consent of Independent Auditor
99.1	Trust Agreement
99.2	Subscription Agreement

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ITEM 17 - UNDERTAKINGS

UNDERTAKINGS

a. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20.0% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, that:

A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

a. The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

[Balance of this Page Intentionally Left Blank]

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Cranston, RI on July 20^th, 2015.

Exquisite Acquisition, Inc.
(Registrant)
By:	/s/ Thomas DeNunzio
Thomas DeNunzio, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas DeNunzio	President, Secretary and Director	July 20, 2015
Thomas DeNunzio	Chief Executive Officer
/s/ Thomas DeNunzio	Treasurer	July 20, 2015
Thomas DeNunzio	Chief Financial Officer
/s/ Thomas DeNunzio	Controlling Shareholder	July 20, 2015
Thomas DeNunzio	Principal Accounting Officer

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EX-3.1

CERTIFICATE OF INCORPORATION

OF

EXQUISITE ACQUISITION, INC.

(Pursuant to Section 102 of the Delaware General Corporation Law)

1. The name of the corporation is Exquisite Acquisition, Inc. (the "Corporation").

2. The address of its registered office in the State of Delaware is 16192 Coastal Highway, Lewes Delaware, 19958, County of Sussex. The name of its registered agent at such address is Harvard Business Services, Inc.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "DGCL").

4. The Corporation is to have perpetual existence.

5. The total number of shares of capital stock which the Corporation shall have authority to issue is: five hundred twenty million (520,000,000). These shares shall be divided into two classes with five hundred million (500,000,000) shares designated as common stock at $.0001 par value (the "Common Stock") and twenty million (20,000,000) shares designated as preferred stock at $.0001 par value (the "Preferred Stock").

The Preferred Stock of the Corporation shall be issuable by authority of the Board of Director(s) of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time. The authority of the Board of Directors with respect to each class or series shall include all designation rights conferred by the DGCL upon directors, including, but not limited to, determination of the following:

(a) The number of shares constituting of that class or series and the distinctive designation of that class or series;

(b) The dividend rate on the share of that class or series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights or priorities, if any, of payment of dividends on shares of that class or series;

(c) Whether the shares of that class or series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of conversion rate(s) in relation to such events as the Board of Directors shall determine;

(d) Whether the shares of that class or series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which amount they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(e) Whether there shall be a sinking fund for the redemption or purchase of shares of that class or series, and, if so, the terms and amount of such sinking fund;

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(f) The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series; and

(g) Any other relative rights, preferences and limitations of that class or series now or hereafter permitted by law.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class or series shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or series, or of securities convertible into shares of stock of any class or series, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend,

6. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal the by-laws of the Corporation.

7. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL. Neither any amendment to or repeal of this Article 7, nor the adoption of any provision hereof inconsistent with this Article 7, shall adversely affect any right or protection of any director of the Corporation existing at the time of, or increase the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to or at the time of such amendment.

8. The Corporation shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, each person that such section grants the Corporation the power to indemnify.

9. The election of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

10. The name and mailing address of the incorporator is Thomas J. DeNunzio, 780 Reservoir Avenue, #123 Cranston, RI 02910

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 29 ^th day of September, A.D. 2014.

BY: /s/ Thomas DeNunzio 

 (Incorporator)

 NAME: Thomas DeNunzio

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EX-3.2

BYLAWSOF

ExquisiteAcquisition, Inc.

ADelawareCorporation AsofSeptember29,2014ARTICLEI

MeetingsofStockholders

Section1.1TimeandPlace.Anymeetingofthestockholdersmaybeheldatsuchtimeandsuchplace,eitherwithinorwithouttheStateofDelaware,asshallbedesignatedfromtimetotimebyresolutionoftheboardofdirectors orasshallbe statedin adulyauthorized notice of the meeting.

Section1.2 AnnualMeeting.Theannualmeetingofthestockholdersshallbeheldonthedateandatthetimefixed,fromtimetotime,by theboardofdirectors.Theannual meeting shall be for the purpose of electing a board of directors and transacting such other business as may properly be brought before the meeting.

Section1.3SpecialMeetings.Specialmeetingsofthestockholders,foranypurposeorpurposes,unlessotherwiseprescribedbystatuteorbythearticlesofincorporation,maybecalledby thepresident andshallbecalledby thepresidentorsecretary if requested in writingby theholdersofnot lessthanone-tenth (1/10)ofall the sharesentitled tovoteat themeeting. Such request shall state the purpose or purposes ofthe proposed meeting.

Section1.4 Notices.Written notice statingthe place,date and hourofthemeeting and,incaseofaspecialmeeting,thepurposeorpurposesforwhichthemeetingiscalled,shallbegivennotlessthantennormorethansixty daysbeforethedateofthemeeting,exceptasotherwiserequiredbystatuteorthearticlesof incorporation,either personally,bymailorby a formof electronic transmission consented toby the stockholder,to eachstockholderof record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the official government mail of the United States or any other country, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to be given when either handed to the stockholder or delivered to the stockholder’s address as it appearson the records of the Corporation.

Section1.5RecordDate.Inorder thattheCorporationmaydeterminethestockholdersentitledtonoticeofortovoteatanymeeting,oratanyadjournmentofameeting,ofstockholders;orentitledtoreceivepaymentofanydividendorotherdistributionor allotment of anyrights; or entitled to exercise any rights in respect of any change,conversion, orexchangeofstock; orforthepurpose of any otherlawfulaction; theboard of directors may fix, in advance, a record date, which record date shall not precede the date

uponwhichtheresolutionfixingtherecorddateisadoptedbytheboardof directors.Therecorddatefordeterminingthestockholdersentitledtonoticeofortovoteatanymeetingofthestockholdersoranyadjournmentthereofshallnotbemorethansixtynorlessthanten daysbefore thedate ofsuch meeting.The recorddatefor determiningthe stockholders entitledtoconsenttocorporateaction inwritingwithouta meetingshallnotbemorethan tendaysafterthedate upon whichtheresolutionfixingthe record dateisadoptedby the boardofdirectors.Therecorddateforanyotheractionshallnot bemorethansixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholdersentitledtonoticeofortovoteatany meetingshallbeatthecloseofbusiness on the daynext preceding the dayon which notice is given or, if notice is waived byallstockholders, at the close of business on thedaynext preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directorsisrequired,shallbe the firstdateonwhich asignedwrittenconsent settingforththe action taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the close of business on the day on which the boardof directorsadoptsthe resolutiontakingsuch prioraction; and(iii)therecorddatefordeterminingstockholders for any other purpose shallbe attheclose ofbusinessonthe day on whichtheboardofdirectors adoptstheresolutionrelatingto suchotherpurpose.Adetermination of stockholders of recordentitled to noticeof or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the boardofdirectorsmay fixanewrecorddatefor theadjournedmeeting.

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Section1.6 VotingList.IftheCorporationshallhavemorethanfive(5)shareholders,thesecretaryshallprepareandmake,atleasttendaysbeforeeverymeetingofstockholders,acompletelist of thestockholders entitledto voteatthe meeting, arrangedin alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germanetothe meeting,duringordinary businesshours,fora periodofatleasttendays prior tothemeeting,attheCorporations principaloffices. Thelistshall beproducedand kept at the place of the meeting during the whole time thereof and may be inspected by any stockholder who ispresent.

Section1.7Quorum.The holdersofamajorityofthe stock issuedandoutstandingandentitledtovoteatthemeeting,presentinpersonorrepresentedbyproxy,shallconstituteaquorumatall meetingsof thestockholders forthe transactionof business, except as otherwiseprovidedby statuteorby thearticlesof incorporation. If,however,sucha quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting fromtimeto time, without notice if the timeand place areannouncedat themeeting, until a quorumshall be present. At such adjournedmeeting at which a quorumshall be present,

anybusinessmaybetransactedwhichmighthavebeentransactedattheoriginalmeeting.Iftheadjournmentisformorethanthirtydaysorifaftertheadjournmentanewrecorddateisfixedfortheadjournedmeeting,anoticeof theadjourned meeting shall be givento each stockholder ofrecord entitledto voteat themeeting.

Section1.8VotingandProxies.Ateverymeetingofthestockholders,eachstockholdershallbeentitledtoonevote,inpersonorbyproxy,foreachshareofthecapitalstockhavingvotingpowerheldby suchstockholder,butnoproxy shallbevotedonaftersixmonthsfromitsdateunlesstheproxyprovidesforalongerperiod,whichmaynotexceed sevenyears. When a specifieditemof businessis requiredto be votedon by a classorseries of stock, the holders of a majority of the shares of such class or series shall constitute a quorumfor the transaction ofsuch item of business by that class or series. Ifa quorumispresentata properlyheld meeting of the shareholders, the affirmativevote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the subject matter under consideration, shall be the act of the shareholders, unless the vote of agreaternumberorvotingbyclasses(i)isrequiredbythearticlesofincorporation,or(ii)has been provided for in an agreement amongall shareholders entered into pursuant to andenforceable under Delaware General Laws.

Section1.9 Waiver. Attendanceof astockholderoftheCorporation,eitherinpersonorbyproxy,atanymeeting,whetherannualorspecial,shallconstituteawaiverof notice ofsuchmeeting,exceptwhereastockholderattendsameetingfortheexpresspurposeofobjecting,atthebeginningof themeeting,to thetransaction of any businessbecausethemeeting is not lawfully called or convened. A written waiver of notice of any such meeting signed byastockholderorstockholdersentitledtosuchnotice,whetherbefore,atorafter the time for notice or the time of the meeting, shall be equivalent to notice. Neither the businessto be transacted at,nor the purposeof, any meetingneedbe specified in any written waiver ofnotice.

Section1.10StockholderActionWithoutaMeeting.Exceptasmayotherwisebeprovided byanyapplicableprovisionoftheDelawareGeneralLaws,anyactionrequiredorpermittedtobetakenatameetingofthestockholdersmaybetakenwithoutameeting if, before or after the action, awrittenconsent theretois signedby stockholdersholding atleast a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting,then that proportionofwritten consents is required. In no instance where action is authorized bywritten consent need a meeting of stockholders be called or noticed.

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ARTICLEII

Directors

Section2.1 Number.Thenumberofdirectorsshallbeoneormore,asfixedfromtimetotimebyresolutionoftheboardofdirectors;provided,however,thatthenumberofdirectorsshallnotbereducedsoastoshortenthetenure of any directoratthetimeinoffice.

Section2.2Elections.ExceptasprovidedinSection2.3ofthisArticleII,theboardofdirectorsshallbeelectedattheannualmeetingofthestockholdersorataspecialmeetingcalledforthatpurpose.Eachdirectorshallholdsuchofficeuntilhissuccessoriselectedandqualifiedor untilhis earlier resignation or removal.

Section2.3Vacancies.Anyvacancyoccurringontheboardofdirectorsandanydirectorshiptobefilledbyreasonof anincreaseintheboardofdirectorsmaybefilledbytheaffirmativevoteofamajorityoftheremainingdirectors,althoughlessthanaquorum, or by a sole remainingdirector. Such newly elected director shall hold such office until his successoris electedand qualifiedor untilhisearlierresignation orremoval.

Section2.4Meetings.Theboardofdirectorsmay,by resolution,establishaplaceandtimeforregularmeetingswhichmaybeheldwithoutcallornotice.

Section2.5NoticeofSpecialMeetings.Specialmeetingsmaybecalledbythechairman,thepresidentoranytwomembersoftheboardofdirectors.Noticeofspecialmeetings shall be given to each member of the board of directors: (i) by mail by the secretary, thechairman or the members of the board calling the meeting by depositing the same in the officialgovernmentmailoftheUnitedStates or any othercountry,postageprepaid, atleastsevendaysbeforethemeeting,addressedtothedirectoratthelastaddresshehasfurnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time when mailed; or (ii) in person, bytelephone or byelectronic transmissionaddressedas stated above at least forty-eighthoursbefore themeeting, andsuchnotice shall be deemed to have been given when such personal or telephone conversation occurs or at the time when such electronic transmission is delivered to such address.

Section2.6Quorum.Atallmeetingsoftheboard,amajorityofthetotalnumberofdirectorsshallconstituteaquorumforthetransactionofbusiness,andtheactofamajorityofthedirectors presentatany meetingatwhichaquorum ispresentshallbe theactof the board of directors, except as otherwise specifically required by statute, the articles ofincorporationor these bylaws.Iflessthan a quorum is present, thedirector or directors present may adjourn themeeting from time to time withoutfurther notice. Voting by proxy is not permitted atmeetings ofthe board of directors.

Section2.7Waiver.Attendanceofadirectoratameetingoftheboardofdirectorsshallconstituteawaiverofnoticeofsuchmeeting,exceptwhereadirectorattendsameetingfortheexpresspurposeofobjecting,atthebeginningofthemeeting,tothetransactionofany business becausethe meeting isnot lawfully called or convened. A written waiverof notice

signedbyadirectorordirectorsentitledtosuchnotice,whetherbefore,atorafterthetimefornoticeorthetimeofthemeeting,shallbeequivalenttothegivingofsuchnotice.

Section2.8ActionWithoutMeeting.Anyactionrequiredorpermittedtobetakenatameetingoftheboardofdirectorsmaybetakenwithoutameetingifaconsentinwritingsettingforththeactionsotakenshallbesignedbyallofthedirectorsandfiled with the minutes of proceedings of the board of directors. Any such consent may be in counterparts andshall beeffectiveonthedateofthelastsignaturethereonunlessotherwiseprovided therein.

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Section2.9 AttendancebyTelephone.Membersoftheboardofdirectorsmayparticipateinameetingofsuchboardbymeansofconferencetelephoneorsimilarcommunicationsequipmentbymeansof which allpersonsparticipating in themeetingcan hear each other, andsuchparticipation ina meeting shallconstitutepresence inperson atsuch meeting.

ARTICLEIII

Officers

Section3.1Election.TheCorporationshallhavesuchofficers,withsuchtitlesandduties,astheboardofdirectorsmaydeterminebyresolution,whichmustincludeachairmanoftheboard,apresident,asecretaryanda treasurerandmayincludeoneormorevice presidents and one or more assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments and stockcertificates complying with Section 6.1 ofthese bylaws, and one of the officers shall have the duty to record the proceedings of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors; provided, however, that the chairman mayappoint one or more assistant secretaries and assistant treasurers and such other subordinate officers as he deems necessary, who shall hold their offices for such terms andshall exercisesuchpowers and perform such dutiesas areprescribedin the bylawsor as may bedetermined from timeto timeby theboardofdirectors orthechairman. Any two or more offices may be held by the same person.

Section3.2RemovalandResignation.Anyofficerelectedorappointedbytheboardofdirectorsmayberemovedatanytimebytheaffirmativevoteofamajorityoftheboardofdirectors.Anyofficer appointedby the chairmanmaybe removedat anytimeby the board of directors or the chairman. Any officer mayresign at any time bygiving written notice of his resignation to the chairman or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any office of chairman of the board, president, vice president, secretary ortreasurer shall be filled by the board of directors. Any vacancy occurring in any other office maybe filled bythechairman.

Section3.3ChairmanoftheBoard.Thechairmanoftheboardshallpresideatallmeetingsofshareholdersandoftheboardofdirectors,andshallhavethepowersandperformthe duties usually pertaining to such office, and shall have such other powers andperform such other duties as may be from time to time prescribed by the board of directors..

Section3.4President.ThepresidentshallbethechiefexecutiveofficeroftheCorporation,andshall havegeneralandactive management of thebusiness andaffairsoftheCorporation,underthedirectionoftheboardofdirectors.Unlesstheboardofdirectorshas appointed another presiding officer, the president shall preside at all meetings of the shareholders.

Section3.5VicePresident.Thevicepresidentor,ifthereismorethanone,thevicepresidentsintheorderdeterminedbytheboardofdirectorsor,inlieuofsuchdetermination,intheorderdeterminedbythepresident,shallbetheofficerorofficersnext in seniority after thepresident. Each vice president shall also perform such duties and exercise such powers asare appropriate and such as are prescribed by the board ofdirectorsor, in lieuofor in addition tosuch prescription, suchas are prescribedby thepresident from timetotime.Uponthedeath,absence or disabilityofthepresident,thevicepresident or, if there is more than one, the vice presidents in the order determined by the board of directorsor,inlieuofsuchdetermination, intheorderdeterminedbythepresident,or,in lieu of such determination, in the order determined by the chairman, shall be the officer orofficers next in seniority after the president. in the order determined by the and shallperform the duties and exercise the powers of the president.

Section3.6AssistantVicePresident.Theassistantvicepresident,ifany,or,ifthereismorethanone,theassistantvicepresidentsshall,underthesupervisionofthepresidentoravicepresident,performsuchdutiesandhavesuchpowersasareprescribedbytheboardofdirectors,thepresidentoravicepresidentfromtimetotime.

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Section3.7Secretary.Thesecretaryshallgive,orcausetobegiven,noticeofallmeetingsofthestockholdersandspecialmeetingsoftheboardofdirectors,keeptheminutesofsuchmeetings,havechargeofthecorporate sealand stockrecords,beresponsiblefor themaintenance of all corporate files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal toanyinstrumentrequiringit(and, when soaffixed,attestit byhissignature),andperform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section3.8AssistantSecretary.The assistantsecretary, ifany,or,ifthere ismorethanone,theassistantsecretariesintheorderdeterminedbytheboardofdirectorsor,inlieuof

suchdetermination,bythepresidentorthesecretaryshall,intheabsenceordisabilityofthesecretaryorincasesuchdutiesarespecificallydelegatedtohimbytheboardofdirectors,thechairman, or the secretary, perform the duties and exercise the powers ofthesecretary and shall,underthesupervision of thesecretary, performsuchotherdutiesand have such other powers as are prescribed by the board of directors, the chairman, or the secretary from time to time.

Section3.9Treasurer.Thetreasurershallhavecontrolofthefundsandthecareandcustodyofallthestocks,bondsandothersecuritiesoftheCorporationandshallberesponsible for the preparation and filing of tax returns. He shall receive all moneys paid to the Corporation and shall have authority to give receipts and vouchers, to sign and endorsechecks andwarrants in its nameand onits behalf, and give fulldischarge forthe same. He shall also have charge of the disbursement of the funds of the Corporation andshall keep full and accurate records ofthe receipts and disbursements. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the board of directors and shall performsuch otherdutiesandhavesuchotherpowersas are appropriateandsuchas areprescribedbythe board of directors or the president from time to time.

Section3.10AssistantTreasurer.Theassistanttreasurer,ifany,or,ifthereismorethanone,theassistanttreasurersintheorderdeterminedbytheboardofdirectorsor,inlieuofsuchdetermination,bythechairmanorthetreasurershall,intheabsenceordisabilityof the treasurer or in case such duties are specifically delegated to him by the board of directors,thechairmanorthetreasurer,performthedutiesandexercisethepowers of the treasurer and shall, under the supervision of the treasurer, perform such other duties and have such other powers as are prescribed by the board of directors, the president or thetreasurer from time to time.

Section3.11Compensation.Officersshallreceivesuchcompensation,ifany,fortheirservicesasmaybeauthorizedorratifiedbytheboardofdirectors.Electionorappointmentasanofficer shallnotofitself create arighttocompensation forservicesperformedas such officer.

ARTICLEIV

Committees

Section4.1DesignationofCommittees.Theboardofdirectorsmayestablishcommitteesfortheperformanceofdelegatedordesignatedfunctionstotheextentpermittedbylaw, each committee toconsist ofoneormoredirectors of the Corporation, andifthe board ofdirectors so determines, one or more persons who are not directors of the Corporation. Inthe absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they

constituteaquorum,may unanimously appointanothermemberoftheboardofdirectorstoactatthemeetingintheplaceofsuchabsentordisqualifiedmember.

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Section4.2CommitteePowersandAuthority.Theboardofdirectorsmayprovide,byresolutionorbyamendmenttothesebylaws,foranExecutiveCommitteetoconsistofoneor moredirectors of the Corporation(but no persons who are not directors oftheCorporation) thatmay exercise all the powerand authorityofthe board of directors in the management ofthe businessand affairsof theCorporation,and may authorize theseal of theCorporationtobeaffixedtoallpaperswhichmay requireit;provided,however,that an Executive Committee maynot exercise the power or authorityof the board of directors inreference toamending thearticles of incorporation (except that an ExecutiveCommittee may, to the extent authorized inthe resolution or resolutions providing for the issuance of shares of stock adopted bythe board of directors, pursuant to Article 3(3) of the articles of incorporation, fix the designations and any of the preferences or rights of shares of preferredstock relating to dividends,redemption, dissolution, anydistribution of property or assets oftheCorporation, or theconversion into,ortheexchangeofsharesfor, shares of anyother class or classes or anyother series of the same or anyother class or classes of stock of the Corporation or fix the number of shares of anyseries of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporations property and assets, recommending to the stockholders a dissolution of the Corporationor a revocationof a dissolution, oramending thesebylaws; and, unless the resolution expressly so provides, no an Executive Committee shall have the power or authorityto declare a dividend or to authorize the issuance of stock.

Section4.3CommitteeProcedures.Totheextenttheboardofdirectorsorthecommitteedoesnotestablishotherproceduresforthecommittee,eachcommitteeshallbegovernedbytheprocedures establishedin Section 2.4 (exceptastheyrelate toanannual meeting of the board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as if thecommittee were theboard ofdirectors.

ARTICLEV

Indemnification

Section5.1ExpensesforActionsOtherThanByorIntheRightoftheCorporation.TheCorporationshallindemnifyanypersonwhowas orisapartyoristhreatenedtobemadeapartytoanythreatened,pendingorcompletedaction,suitorproceeding,whethercivil, criminal, administrativeorinvestigative (otherthan an action by orinthe rightof the Corporation)byreasonof thefactthatheisorwasadirector orofficeroftheCorporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporationasa director,officer,employeeor agentofanother corporation, partnership,

jointventure,trust,associationorotherenterprise,againstexpenses(includingattorneysfees),judgments,finesandamountspaidinsettlementactuallyandreasonablyincurredbyhiminconnectionwithwhichaction, suitorproceeding,ifhe acted in goodfaith andin a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action,suit or proceeding by judgment,order,settlement, convictionor uponplea ofnolocontendere or its equivalent, shall not,of itself, createa presumptionthat the person didnot act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of theCorporationand, withrespect toany criminal actionorproceeding,that he had reasonable cause to believe that his conduct was unlawful.

Section5.2ExpensesforActionsByorIntheRightoftheCorporation.TheCorporationshallindemnifyanypersonwhowasorisapartyoristhreatenedtobemadeapartytoanythreatened,pendingorcompletedactionorsuit by or in theright ofthe Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request ofthe Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust, association or other enterprise, against expenses (includingattorneysfees)actuallyandreasonablyincurred byhiminconnection withthe defense or settlement ofsuch actionor suit, if he acted ingood faith and in amanner he reasonably believed to be in or not opposed to the best interests of the Corporation,exceptthatno indemnificationshall bemade inrespect ofany claim,issueor matter as to which such person shall have been adjudged to be liable to the Corporation unlessand only to the extent that the courtin whichsuch action or suitwas brought shall determine upon applicationthat,despite theadjudication ofliability but inview ofall the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which thecourt shall deemproper.

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Section5.3SuccessfulDefense.TotheextentthatanypersonreferredtointheprecedingtwosectionsofthisArticleVhasbeensuccessfulonthe merits orotherwiseindefenseofanyaction, suit or proceeding referred to in such sections, or in defense of anyclaim issue, or matter therein, he shall be indemnified against expenses (including attorneys fees) actually andreasonably incurred by him in connection therewith.

Section5.4DeterminationtoIndemnify.AnyindemnificationunderthefirsttwosectionsofthisArticleV(unlessorderedbyacourt)shallbemadebytheCorporationonlyas authorized in the specific case upon a determination that indemnification of the director orofficerisproperinthecircumstancesbecausehehasmettheapplicablestandard ofconduct set forth therein. Such determination shall be made (i) bythe stockholders, (ii) bythe board of directors by majority vote of a quorum consisting of directors who were not parties to

suchaction,suitorproceeding,or(iii)ifsuchquorumisnotobtainableor,ifaquorumofdisinteresteddirectorssodirects,byindependentlegalcounselinawrittenopinion.

Section5.5ExpenseAdvances.Expensesincurredbyanofficerordirectorindefendinganycivilorcriminalaction,suitorproceedingmaybepaidbytheCorporationinadvanceofthefinaldispositionofsuchaction,suitorproceedinguponreceiptofanundertakingbyor on behalf of the director or officer to repay such amount if it shall ultimately be determined thathe isnot entitled tobe indemnified by theCorporation as authorizedin this ArticleV.

Section5.6ProvisionsNonexclusive.Theindemnificationandadvancementofexpensesprovidedby,orgrantedpursuantto,theothersectionsofthisArticleVshallnotbedeemedexclusiveofanyotherrightstowhichanypersonseekingindemnificationoradvancement of expenses maybe entitled under the articles of incorporation or under anyother bylaw, agreement, insurance policy, vote of stockholders or disinterested directors, statute or otherwise, both as toaction in his official capacity and asto actionin another capacity whileholdingsuchoffice.

Section5.7 Insurance. Byactionoftheboard ofdirectors,notwithstanding anyinterestofthedirectorsintheaction,theCorporationshallhavepowertopurchaseandmaintaininsurance,insuchamountsastheboardofdirectorsdeemsappropriate,onbehalfofanypersonwhoisorwasadirectororofficeroftheCorporation,orisorwasservingatthe request of the Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, associationor other enterprise,against anyliability asserted against him andincurredby himinany such capacity,orarising outofhis status as such, whether or not he is indemnified against such liability or expense under theprovisionsofthis Article V and whether or not the Corporation would have the power or would berequiredto indemnify him against such liability under the provisions ofthis Article Vor of theDelaware GeneralLaws or by any other applicablelaw.

Section5.8SurvivingCorporation.TheboardofdirectorsmayprovidebyresolutionthatreferencestotheCorporationinthisArticleVshallinclude,inadditiontothisCorporation,allconstituentcorporationsabsorbedina merger withthisCorporationsothat any person who was a director or officer of such a constituent corporation or is or was serving at the requestof such constituent corporation as a director,employee or agent ofanother corporation, partnership, joint venture, trust, association or other entity shall standin the same position under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity or is or was so serving such other entity at the request of this Corporation, as the case may be.

Section5.9 Inurement.Theindemnificationandadvancementofexpensesprovidedby,orgranted pursuantto,thisArticleV shall continueas toa personwho hasceasedtobea

directororofficerandshallinuretothebenefitof theheirs,executors,andadministratorsofsuchperson.

Section5.10EmployeesandAgents.Tothesameextentasitmaydoforadirectororofficer,theCorporation mayindemnifyandadvanceexpensestoa personwho isnot andwasnotadirector orofficerof theCorporationbutwhoisorwasan employeeoragentof the Corporation or who is or was serving at the request of the Corporation as a director,officer,employee or agentof anothercorporation, partnership, jointventure,trust, association or other enterprise.

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ARTICLEVI

Stock

Section6.1Certificates.EveryholderofstockintheCorporationrepresentedbycertificatesand,uponrequest,everyholderofuncertificatedsharesshallbeentitledtohave acertificate, signedby orinthe nameof the Corporation by thePresidentor chairmanof the board of directors, or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of theCorporation, certifying the number of shares owned by him in the Corporation.

Section6.2FacsimileSignatures.Whereacertificateofstockiscountersigned(i)byatransferagentotherthantheCorporationoritsemployeeor(ii)byaregistrarotherthantheCorporationoritsemployee,any othersignature on the certificate may befacsimile.In caseanyofficer,transferagent or registrarwhohas signed,orwhosefacsimilesignature or signatures have been placed upon, anysuch certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate is issued, the certificate maynevertheless be issued by the Corporation with the same effect as ifhe were such officer, transfer agent or registrar atthe date ofissue.

Section6.3TransferofStock.TransfersofsharesofstockoftheCorporationshallbemadeonthebooks of theCorporation onlyupon presentationof thecertificateorcertificatesrepresentingsuchsharesproperly endorsedoraccompaniedby aproper instrumentofassignment,exceptasmay otherwisebeexpresslyprovidedby thelawsof the State of Delawareor by order by a court of competent jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guarantybefore making any transfer.

Section6.4LostCertificates.Theboardofdirectors maydirectthatanewcertificateofstockbeissuedinplaceofanycertificateissuedbytheCorporationthatisallegedtohavebeenlost,stolen or destroyed, upon the making of an affidavitof thatfactby the personclaimingthe certificate to be lost, stolen, or destroyed. When authorizing such issue of a

newcertificate,theboardofdirectorsmay,initsdiscretionandasaconditionprecedenttotheissuanceofanewcertificate,requiretheownerofsuchlost,stolen,ordestroyedcertificate,orhislegalrepresentative,togivetheCorporationabondinsuchsumasitmay reasonably direct as indemnity against any claim that may be made against the Corporation onaccountoftheallegedloss,theftordestructionofany suchcertificateortheissuanceof suchnewcertificate.

ARTICLEVII

Seal

Theboardofdirectorsmay,butarenotrequiredto,adoptandprovideacommonsealorstampwhich,whenadopted,shallconstitutethecorporatesealoftheCorporation.Thesealmaybeusedbycausingitorafacsimilethereoftobeimpressedoraffixedormanuallyreproduced.

ARTICLEVIII

FiscalYear

Theboard ofdirectors,byresolution,haveadoptedNovember30th asitsfiscalyear endfortheCorporation.

ARTICLEIX

Amendment

Thesebylawsmayatanytimeandfromtimetotimebeamended,alteredorrepealedexclusivelybytheboardofdirectors,as providedin thearticles ofincorporation.

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EX-5.1

Exhibit 5.1

Adam S. Tracy, Esq.

Securities Compliance Group, Ltd.

800 W. Fifth Ave. Suite 201a

Naperville, IL 60563

Tel. (888) 978.9901

December 8, 2014

Exquisite Acquisition, Inc.

780 Reservoir Avenue #123

Cranston, RI 02910

Re: Registration Statement on Form S-1 for common shares of Exquisite Acquisition, Inc.

Dear Ladies and Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 4,000,000 shares for public sale of the Company's common stock, $.0001 par value, to be sold by the issuer.

In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:

i. The Certificate of Incorporation of the Company;

ii. The Registration Statement and the Exhibits thereto; and

iii. Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.

In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.

Based on the foregoing, I am of the opinion that the Shares will upon the effectiveness of the registration and the issuance of the shares be duly and validly issued, duly authorized and are fully paid and non-assessable.

This opinion is limited to the laws of the State of Delaware and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.

Yours very truly,

/s/ Adam S. Tracy

_________________________

Adam S. Tracy

EX-10.1

Contract for Funds to EXQUISITE ACQUISITION, INC.

The following agreement is made between Thomas DeNunzio and Exquisite Acquisition, Inc.

I, Thomas DeNunzio, agree and state my intention to pay for the offering costs and any subsequent fees to the offering or relating to the offering of Exquisite Acquisition, Inc. in the amount of up to $10,000 so long as it is it financial feasible for me to do so. It is expected that the offering costs and any subsequent fees to the offering or relating to the offering will not exceed this amount.

This should not be taken as a guarantee of future funds in any amount, and should merely be taken as a statement that so long as my financial situation allows me to, I will provide funds to the Company to cover the previously mentioned costs up to $10,000. “Financially feasible” for the purposes of this contract is defined as being in a financial position in which other debts would be able to be paid due while still being able to pay the debts of the offering or other related costs.

Signature: /s/ Thomas DeNunzio

Name: Thomas DeNunzio

President & CEO

Date: January 26, 2015

EX-23.1

RLB Certified Public Accountant PLLC

6314 11th Avenue South

Gulfport, FL 33707-3002

Cell 727-452-4803 Email robin@rlbcpa.biz

Consent of Independent Registered Public Accounting Firm

I consent to the incorporation by reference in this Form S-1, Amendment No.2 of my audit report dated January 23, 2015 relative to the financial statements of Exquisite Acquisition, Inc. as of November 30, 2014 and the related statements of operations, stockholders' equity and cash flows for the year then ended.

I also consent to the reference to the firm under the caption "Experts" in such Registration Statement.

Gulfport, FL

July 20, 2015

EX-99.1

RULE 419 ESCROW AGREEMENT

Letter of Escrow Instructions

To: Adam S. Tracy, Esq.

Adam S. Tracy IOLTA Trust Act No. x6131

520 W. Roosevelt Road, Suite 201

Wheaton, IL 60187

Exquisite Acquisitions, Inc. – Rule 419 escrow

Fifth Third Bank IOLTA Trust Act. No. x6131

This Letter of Escrow Instructions to Adam S. Tracy, as trustee of the Adam S. Tracy IOLTA Trust Account No. x6131 held on deposit at Fifth Third Bank, N.A., hereinafter called Escrow Agent, shall become immediately and automatically become operative and effective upon the successful completion of a public offering of certain securities of Exquisite Acquisitions, Inc. (the "Company") which is described more fully in the Company’s Form S-1 Registration Statement under the Securities Act of 1933 (Registration No. 333-___________). The Company and the Escrow Agent have previously entered into a Letter of Escrow Instructions dated May __, 2015 which relates to the creation, operation and termination of the Exquisite Acquisition, Inc. Corporation - Subscription Escrow, Fifth Third Bank, N.A., Adam S. Tracy IOLTA Trust Act. No. x6131 (the "Subscription Escrow"). The terms and conditions of the Subscription Escrow are incorporated herein by this reference.

1. ESCROW PURPOSE

a. This escrow is a single party holding escrow established by Exquisite Acquisition, Inc. a Delaware corporation, (the "Company"). There are no other parties to this escrow.

b. The purpose of this escrow is to receive, hold and ultimately distribute, in accordance with the terms of this agreement:

i.The cash proceeds (“Offering Proceeds”) of the Company’s registered public offering of securities; and

ii.The stock certificates representing beneficial ownership of the securities that will be sold to the public and issued as compensation as a result of the Company’s registered public offering of securities.

c. This escrow agreement constitutes an essential element of the Company’s proposed public offering of securities and is required by Securities and Exchange Commission Rule 419. The parties to this Agreement shall at all times conduct all of their activities relating to the Rule 419 escrow created hereby in strict compliance with the letter and spirit of Rule 419. In the event of any inconsistencies between the terms of this Agreement and the requirements of Rule 419, the requirements of Rule 419 shall have priority.

2. ESCROW DEPOSITS

a. Upon successful completion of the Company’s offering, the escrow agent for the Subscription Escrow will:

i.Prepare a detailed schedule that identifies each person who has purchased shares of the Company’s Common Stock, states the number of shares purchased by each subscriber; and

ii.Directly transfer to the Rule 419 escrow created by this agreement all funds then on deposit in the Subscription Escrow, including any interest previously earned thereon.

b. As soon as practicable after the successful completion of the Company’s offering, the Company will deliver, or cause to be delivered, to the Escrow Agent, Stock Certificates representing the ownership of _________ shares of common stock that have been sold to the public in connection with the Company’s public offering of securities. All stock certificates delivered to the Escrow Agent shall be registered in the name of the owner thereof and contain such information as the Company and the Escrow Agent deem necessary or desirable to comply with the requirements of Securities and Exchange Commission Rule 419 or otherwise provide for the efficient performance of the Escrow Agent’s duties hereunder.

c. When the Escrow Agent has received the subscription funds specified in Section 2(a) and the stock certificates specified in Section 2(b), it shall examine the stock certificates delivered by the Company to confirm that the information on the stock certificates agrees in all particulars with the information in the detailed schedule prepared by the subscription escrow agent. In the event of any discrepancy between the records of the subscription escrow agent and the records of the Company, the records of the subscription escrow agent shall have priority.

d. When the Escrow Agent has confirmed the receipt of $__________ in cash subscription proceeds, together with any interest previously earned thereon, and confirmed that the stock certificates delivered by the Company agree in all particulars with the information in the detailed schedule prepared by the subscription escrow agent, the Escrow Agent shall promptly disburse the sum of ________________ to the Company. All remaining subscription funds shall be deposited in the Rule 419 escrow and be treated for all purposes of this agreement as the "Escrow Funds."

e. The Escrow Funds and all stock certificates delivered to the Escrow Agent pursuant to Sections 2(b) and 2(d) shall be held and disposed of by Escrow Agent in accordance with the following instructions and upon the terms and conditions hereinafter set forth.

3. INVESTMENT OF ESCROW FUNDS

4.

a. The Escrow Funds may only be invested in (i) an obligation that constitutes a “deposit” as that term is defined in section 3(1) of the Federal Deposit Insurance Act, (ii) securities of an open-end investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act, or (iii) securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

b. All interest earned with respect to the Escrow Funds shall be added to the principal thereof and treated as Escrow Funds for all purposes of this Agreement.

c. The Escrow Agent, in consultation with the Company, shall allocate the Escrow Funds in such a manner as will, in the judgment of the Escrow Agent, maximize the annual return on the Escrow Funds, maximize the amount that is insured by the United States and/or guaranteed as to principal and interest by the United States, and minimize the potential for loss of principal through market fluctuations.

d. The Escrow Funds, shall not be invested in any securities that have a schedule maturity of more than six months from the date of acquisition.

5. TERMINATION AND DISBURSEMENTS

a. If the Company has not negotiated a business combination, filed a post-effective amendment to its registration statement, completed a reconfirmation offering meeting the requirements of Rule 419 and closed on the business combination agreement on or before ("Termination Date") the Escrow Agent shall:

i.Promptly forward a refund check to each person who purchased shares of the Company’s common stock for cash in connection with the original offering. Notwithstanding any other provision of this agreement, the owners of the compensation shares referred to in Section 2.5 shall not be entitled to participate in any cash distributions. For purposes of this Agreement, all refunds shall be allocated among the purchasers of the Company’s common stock on a per share basis and the Escrow Agent shall not be obligated to separately account for interest earned on the subscription escrow. Instead, the Escrow Agent is specifically authorized to determine the available balance in the Escrow Account and divide such balance by _________ shares to calculate the amount of cash per share to be distributed to the purchasers. Refund checks shall be rounded up to the nearest whole cent and any overpayment resulting from such rounding shall be payable in cash by the Company.

ii.Promptly return all stock certificates to the Company for cancellation.

When all stock certificates and all Escrow Funds deposited with the Escrow Agent have been disbursed in accordance with the provisions of this Section 4(a), the Rule 419 escrow will terminate.

b. If the Company negotiates a business combination, files post-effective amendment to its registration statement, completes a reconfirmation offering meeting the requirements of Rule 419 and closes on the business combination agreement on or before the Termination Date, the Company shall promptly deliver, or cause to be delivered, to the Escrow Agent.

i.A copy of the definitive prospectus included in its post-effective amendment and used in connection with the reconfirmation offering;

ii.A schedule setting forth the identity of each person who purchased shares of the Company’s common stock for cash in connection with the original offering;

iii.A schedule setting forth the identity of each person who received shares of the Company’s common stock as a compensation in connection with the original offering;

iv.A copy of each subscription reconfirmation agreement received from a person who purchased shares of the Company’s common stock for cash in connection with the original offering;

v.A copy of each subscription reconfirmation agreement received from a person who received shares of the Company’s common stock as compensation in connection with the original offering;

vi.A schedule setting forth the identity of each person who refused or otherwise failed to execute a reconfirmation agreement within the time limits specified in Rule 419 and the definitive prospectus; and

vii.A certificate signed by the President and Secretary of the Company that all conditions precedent to the termination of the Rule 419 escrow have been satisfied.

c. Upon receipt of the notice and documentation specified in Section 4(b), the Escrow Agent shall:

i.Promptly forward a refund check to each person who purchased shares of the Company’s common stock for cash in connection with the original offering and subsequently refused or otherwise failed to execute a reconfirmation agreement within the time limits specified in Rule 419 and the definitive prospectus. For purposes of this Agreement, all refund checks shall be rounded up to the nearest cent and any overpayment resulting from such rounding shall be deducted from the amount payable to the Company;

ii.Promptly forward a stock certificate to each person who purchased shares of the Company’s common stock for cash in connection with the original offering and subsequently executed a reconfirmation agreement;

iii.Promptly forward a stock certificate to each person who received shares of the Company’s common stock as compensation in connection with the original offering and subsequently executed a reconfirmation agreement;

iv.Promptly return all remaining stock certificates to the Company for cancellation; and

v.Promptly forward all remaining Escrow Funds to the Company;

When all stock certificates and all Escrow Funds deposited with the Escrow Agent have been disbursed in accordance with the provisions of this section 4©, the Rule 419 escrow will terminate.

d. If the Company conducts a reconfirmation offering and the terms of such offering are not accepted by the holders of the number of shares specified in the definitive prospectus included in the Company’s post-effective amendment, the Escrow Agent shall:

i.Promptly forward a refund check to each person who purchased shares of the Company’s common stock for cash in connection with the original offering. For purposes of this Agreement, all refund checks shall be rounded up to the nearest cent and any overpayment resulting from such rounding shall be deducted from the amount payable to the Company.

ii.Promptly return all stock certificates to the Company for cancellation.

When all stock certificates and all Escrow Funds deposited with the Escrow Agent have been disbursed in accordance with the provisions of this Section 4(d), the Rule 419 escrow will terminate.

6. NO MODIFICATION

a. After the deposit of the Escrow Funds, these instructions shall not be modified, rescinded or amended.

7. GENERAL PROVISIONS

a. All parties understand and agree that Escrow Agent is not a principal, participant, or beneficiary of the underlying transaction that necessitates this Agreement. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the property party or parties, their officers, representatives or agents. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby, nor for action taken or omitted in accordance with the advice of its counsel. Escrow Agent shall be responsible for holding, investing and disbursing the Escrowed Assets pursuant to the Agreement, but in no event shall be liable for any exemplary or consequential damages in excess of Escrow Agent’s fee hereunder.

b. Unless otherwise provided herein, the Escrow Agent shall accept the Escrowed Assets pursuant to the Agreement and invest such assets at the written request of the parties hereto specifying with particularity or by accompanying schedule the type and identity of the assets to be deposited. Acceptance of the Escrowed Assets shall be communicated by Escrow Agent to parties by account statement or otherwise in writing as soon as practicable after receipt, and any discrepancies shall be noted to Escrow Agent by parties in writing within forty-five (45) says of receiving such communication. Failure to note any discrepancies shall be deemed confirmation of the description of Escrowed Assets listed on the report regardless of any variations form the original schedule. Any request to invest assets shall be in writing or facsimile and specify the type of investment to be made, the maturity date, and the principal amount to be invested. The Escrow Agent shall not be liable for the delay or failure to invest funds without written instructions or for losses on any investments made by it pursuant to and in compliance with such instructions.

c. Should any controversy arise between the undersigned with respect to this Escrow Agreement or with respect to the right to receive the Escrowed Assets, Escrow Agent shall have the right to consult counsel and/or to institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties. In the event it is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should such actions be necessary, or should Escrow Agent become involved in litigation in any manner whatsoever on account of this Escrow Agreement of the Escrowed Assets made hereunder, the undersigned hereby bind and obligate themselves, their heirs and legal representatives to pay Escrow Agent, in addition to any charge made hereunder for acting as Escrow Agent, reasonable attorney’s fees incurred by Escrow Agent, and any other disbursements, expenses, losses, costs and damages in connection with and resulting from such action.

d. The Escrow Agent shall have no liability under, or duty to inquire beyond the terms and provisions of the Agreement, and it is agreed that its duties are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Escrow Agreement unless the same shall be in writing and signed by all of the other parties hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given prior written consent thereto.

e. The Escrow Agent may at any time resign hereunder by giving written notice of its resignation to the other parties hereto, at their address set forth herein, at least ten (10) days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation, the Escrowed Assets hereunder shall be delivered to such person as may be designated in writing by the appropriate parties executing this Escrow Agreement, whereupon all the Escrow Agent’s obligations hereunder shall cease and terminate. The Escrow Agent’s sole responsibility until such termination shall be to keep safely all Escrowed Assets and to deliver the same to a person designated by the appropriate parties executing this Escrow Agreement or in accordance with the directions of a final order or judgment of a court of competent jurisdiction.

f. The parties agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance or appointments as Escrow Agent hereunder, including costs and expenses of defending itself against any claim or liability in connection with its performance hereunder.

g. The parties jointly and severally agree to pay to the Escrow Agent its fees for the services rendered pursuant to the provisions of this Escrow Agreement and will reimburse the Escrow Agent for reasonable expenses, including reasonable attorney’s fees incurred in connection with the negotiations, drafting and performance of such services. Except as otherwise noted, this fee covers account acceptance, set up and termination expenses, plus usual and customary related administrative services such as safekeeping, investment and payment of funds specified herein or in the exhibits attached. Activities requiring excessive administrator time or out-of-pocket expenses such as option substitution of collateral or securities shall be deemed extraordinary expenses for which related costs, transaction charges, and additional fees will be billed at Escrow Agent’s standard charges for such items. A fee schedule has been provided to all parties to this Escrow.

h. Escrow Agent is hereby given a lien on all Escrowed Assets for all indebtedness that may become owing to Escrow Agent hereunder, which lien may be enforced by Escrow Agent by setoff or appropriate foreclosure proceedings.

i. The parties warrant to the Escrow Agent that there are no Federal, State or local tax liability or filing requirements whatsoever concerning the Escrow Agent’s actions contemplated hereunder and warrant and represent to the Escrow Agent that the Escrow Agent has no duty to withhold or file and report of any tax liability under and Federal or State income tax, local or State property tax, local or State sales or use tax, or any other tax by any taxing authority. The parties hereto agree to jointly and severally indemnify the Escrow Agent full for any tax liability, penalties or interest incurred by the Escrow Agent arising hereunder and agree to pay in full and such tax liability together with penalty and interest if any tax liability is ultimately assessed against the Escrow Agent for any reason as a result of its action hereunder (except for the Escrow Agent’s individual income tax liability arising from its income fees).

j. The Escrow Agent shall have no liability for loss arising from any cause beyond its control, including, but not limited to, the following:

i.The act, failure or neglect of any agent or correspondent selected by the Escrow Agent or the parties hereto;

ii.Any delay, error, omission or default connected with the remittance of funds,

iii.Any delay, error, omission or default of mail, telegraph, cable or wireless agency or operator,

iv.The acts or edicts of any government or governmental agency or other group or entity exercising governmental powers.

k. This Escrow Agent shall be governed by and construed in accordance with the laws of the State of Illinois. The parties hereto expressly waive such duties and liabilities, it being their intent to create solely an agency relationship and hold the Escrow Agent liable only in the event of its gross negligence or willful misconduct in order to obtain the lower fee schedule rates as specifically negotiated with the Escrow Agent.

8. NOTICES

a. All notices, demands, request, or payments provided for or given pursuant to this Escrow must be in writing or facsimile. All such notices shall be deemed to have been property given or served by personal delivery or depositing the same in the United States mail addressed to the person entitled to receive such notice at the address set forth below.

Dated: May ___, 2015

Adam S. Tracy, by and for Adam S. Tracy IOLTA Trust Account No. x6131

______________________

By: Adam S. Tracy

Exquisite Acquisitions, Inc.

______________________

By:

Its:

EX-99.2

Subscription Agreement

Exquisite Acquisition, Inc.

1. Investment:

(a)The undersigned (“Buyer”) subscribes for _________ Shares of Common Stock of Exquisite Acquisition, Inc. at $0.025 per share.

(b) Total subscription price ($0.025 x Number of Shares): = $ ____________

PLEASE MAKE CHECKS PAYABLE TO: UNDERHILL SECURITIES CORP. FBO Exquisite Acquisition, Inc.

2. Investor Information:
Name (type or print)	SSN/EIN/Taxpayer I.D.

E-mail address:

Address:

Joint Name (type or print) SSN/EIN/Taxpayer I.D.

E-mail address:

Address:

Mailing Address (if different from above):
	Street	City/State	Zip

Business Phone: (    ) Home Phone:   (   )

3.  Type of ownership:  (You must check one box)

¨  Individual
	¨	Custodian for: ______________________
¨  Tenants in Common
	¨	Uniform Gifts to Minors Act of the State of: ___________
		Corporation (Inc., LLC, LP) Please List all officers,
		directors, partners, managers, etc.:

¨  Joint Tenants with rights of Survivorship

¨  Partnership (Limited Partnerships use “Corporation”)

¨  Trust

¨  Community Property

¨  Other (please explain): ______________________________

4.Further Representations, Warrants and Covenants.  Buyer hereby represents, warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares.  The Shares are being purchased solely for Buyer’s   own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part.  Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

(c) Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, ne worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely.

(d) If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the Offering.

(e) Buyer has been furnished with the Prospectus.  Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the Offering.

5.Acceptance of Subscription

It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion.  If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder.  In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. In the event that the subscription is rejected by the Company, the subscriber’s funds shall be fully returned to investor within 5 business days.

6.Governing Law

This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

Signature of Buyer
	Investor’s Subscription
	Accepted this ___ day of ________, 201_
Printed Name
	Exquisite Acquisition, Inc.
Date:
	Accepted by:
	Title:

Deliver completed subscription agreements and checks to:

Exquisite Acquisition, Inc.

780 Reservoir Avenue, #123

Cranston, RI

02910

CORRESP

July 20, 2015

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporations Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Exquisite Acquisition, Inc.

Registration Statement of Form S-1/A

Filed March 12, 2015

File No. 333-201697

To the men and women of the SEC:

On behalf of Exquisite Acquisition, Inc. (“we”, “us”, or the “Company”), are responding to comments contained in the Staff letter, dated March 25, 2015 addressed to Mr. Thomas DeNunzio, the Company’s President, and CEO, with respect to the Company’s filing of its S-1/A on March 12, 2015.

The Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which it applies.

Note: We have amended our financials to include the financials for the period ended May 31, 2015. Additionally, as evidenced in our responses to the comments below we are no longer utilizing the services of Underhill Securities Corp. but rather Adam S. Tracy Esquire. 

SEC Comment(s) /Analysis 

Item 3 - Summary Information, Risk Factors, and Ratio of Earnings to Fixed Charges, page 3

1. We note your revised disclosure in response to comment 5 and we reissue in part. Please revise your disclosure to indicate that the securities to be issued will be deposited promptly into the trust account.

COMPANY RESPONSE

The following was added on page 3: Additionally, the securities to be issued will be deposited promptly into the trust account.

2. We note your revised disclosure in response to comment 6 of our letter dated February 21, 2015. Please further revise to clarify that funds will be returned promptly to investors regardless of whether they are being returned to individual investors or all.

COMPANY RESPONSE

The following was added on page 3: The funds from the sale of shares in this offering will be returned promptly to these investors regardless of whether they are being returned to individual investors or all investors.

The Offering, page 5

3. We note your revised disclosure in response to comment 9 of our letter dated February 21, 2015 and we reissue the comment. Please provide this offering’s numerical equivalent to the referenced 80% threshold.

COMPANY RESPONSE

We have added the numerical value which in this case would be a value of $80,000 in item 2 of “The Offering.”

Use of Proceeds, page 14

4. We note your revised disclosure in response to comment 16 of our letter dated February 21, 2015. Please provide your analysis of how release of your proceeds for working capital upon discovery of a probable acquisition is consistent with Rule 419(e).

COMPANY RESPONSE

We have amended the table on page one and added the following on page 1: *Any Trust Fees incurred or other offering fees will be paid by the Company and will not be deducted from any proceeds from the sale of shares in this offering. On page two we have also removed reference to commission fees being subtracted from the proceeds in the offering. Number (5) on page 3 has also been amended appropriately to remove any implication that trust fees or escrow fees will be deducted.

Page 6, 14, 17 and have also been amended to remove any implication that trust fees or escrow fees will be deducted from the proceeds of the offering.

5. We note your response to comment 17 and we reissue the comment. Please revise to clarify the circumstances under which the proceeds would be released from the trust account to the company.

COMPANY RESPONSE

The circumstance would be that of a business combination as highlighted throughout the Registration Statement.

Dilution, page 15

6. We note your revised disclosure in response to comment 18 of our letter dated February 21, 2015. We further note your revised disclosure is based on a net tangible book value of $0. Please revise this section accordingly, depending upon any changes made to your prospectus in response to comment 7 below.

COMPANY RESPONSE

Please see our response below to comment number 7 which should be read also as our response to this comment.

Net Value Calculation, page 16

7. We note the revisions to your filing in response to prior comment 20. You disclose that your net tangible book value at November 30, 2014, before this offering, was $0. However, the balance sheet on page F-2 reflects a net tangible book value of ($3,000). Please revise or advise.

COMPANY RESPONSE

Our net tangible book value is ($3,000). This was a clerical error. We have amended the net value calculation accordingly and the other effected values in the table(s).

Plan of Distribution, page 16

8. We note your revised disclosure in response to comment 23 of our letter dated February 21, 2015 and we partially reissue the comment. Please tell us how you determined the net capital of Underhill Securities Corp. We again note the net capital disclosed in Underhill’s most recent filing with the Commission.

COMPANY RESPONSE

Due to Underhill Securities Corp having insufficient net capital we have instead engaged the services of Adam S. Tracy Esquire to act as our escrow agent. We will not be moving forward with Underhill Securities Corp in any nature pertaining to this offering. We also acknowledge that we will file with the SEC a consummated signed “Escrow Agreement.”

Prior and Current Blank Check Company Experience, page 26

9. We note your statement that “Thomas DeNunzio, our sole officer and director, is not an officer or director of any other blank check company except for Go Public II Inc.” We note that Thomas DeNunzio is an officer and director of Brilliant Acquisitions, Inc. Please revise your disclosure as appropriate.

COMPANY RESPONSE

We have amended the above to include disclosure of Mr. DeNunzio’s position an an officer and director of Brilliant Acquisition, Inc. on page 26.

10. We note your response to and your revised disclosure in response to comment 29 of our letter dated February 21, 2015 and we partially reissue the comment. Please revise your prospectus to indicate that each entity filed a Form 10 registration statement and that there is no public market for any of the noted entities in the table. Please also revise to briefly indicate the terms of the purchase agreements and the compensation paid to Mr. Thomas DeNunzio.

COMPANY RESPONSE

The following statement was added above the chart on page 26: All of the below blank check Companies in the chart filed a Form 10 Registration Statement.

The following was also added above the chart on page 26: All of the below disclosed “Business Combinations” were for the sale of 100% of the common stock of each Company which Mr. DeNunzio sold to the buyer of each in exchange for cash consideration. The column titled, “Compensation” includes the amount of funds that Mr. DeNunzio received for the respective sale.

Lastly, the chart was amended to add a column disclosing the compensation Mr. DeNunzio received for each transaction.

Exhibit 23.1

11. Please amend you filing to provide a currently dated consent of your independent accountant.

COMPANY RESPONSE

The filing has been amended to provide a currently dated consent of our independent accountant.

Exhibit 99.1

12. We partially reissue comment 33 of our letter dated February 21, 2015 as we continue to note that section 3ii indicates that the “deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the Client/Beneficiary.” Please note that Rule 419(b)(2)(ii) requires that the deposited proceeds be payable to the order of the escrow agent or trustee. Please revise.

COMPANY RESPONSE

The above trust agreement no longer exists and has been replaced with the attached “Escrow Agreement.”

13. We note your response to comment 33 that you have changed ‘escrow agreement’ to ‘trust agreement’ throughout the Trust Agreement. We note that the Trust Agreement continues to reference ‘escrow agreement’ throughout the document.

COMPANY RESPONSE

The above comment is no longer applicable. Please refer to Company Response, number 12.

*We are not requesting acceleration but do acknowledge the following:

-Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

-The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

-The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Date: July 20, 2015

/s/ Thomas DeNunzio

Thomas DeNunzio

President & CEO