1

---

2

---

Investors should be aware that an investment in our company is risky and that investors could lose their entire investment in our company.

 

3

---

5

---

7

---

8

---

9

---

There can be no assurance that we will achieve sustainable profitability.

At December 31, 2014, we had $990,588 in current liabilities and working capital deficit of $510,956. We do not have sufficient reserves to pay the amounts owing. As a result, no assurance can be given that the Company will have the resources to repay any or all of its current obligations. The failure of the Company to pay its obligations will have a material adverse effect on the Company, including the possibility of the Company ceasing to conduct operations.

Our clinics are subject to extensive laws and regulations. If we fail to comply with existing or new laws or regulations, we could suffer civil penalties.

The practice of dentistry is highly regulated. Our operations are subject to extensive laws, regulations, licensing requirements and guidelines set by the Ministry of Health (“MOH”) and the Singapore Dental Council (“SDC”), including regulations pertaining to our operations, the qualifications and conduct of clinical personnel, billing and reimbursement and the privacy and security of protected health information. Although we strive to maintain a legally-compliant business, our operations may not be in compliance with certain laws or regulations, as written or as may be interpreted. Failure to comply with laws and regulations may cause us to incur civil penalties, fines, shutting down of a clinic, revocation of dentist practicing certificate. This would significantly limit our ability to operate our business. In addition, we could be excluded from participating in the Medisave and CHAS reimbursement programs.

Guidelines set by MOH can be changed at the MOH’s discretion, which could result in significant cost and potentially loss of time to service patients.

 

Most of our equipment is subject to guidelines set by the MOH regarding minimum requirements, which can change at the MOH’s discretion. In the event that the MOH’s guidelines are revised, we may be required to replace expensive equipment with new equipment, which would represent a significant new expense incurred by each of our clinics. These changes could occur at any time.

Our business operations could be interrupted by problems with our information systems.

 

Our business is dependent on information systems for operational processes, financial information and our billing operations. Our information system could be vulnerable to damage or interruption from computer viruses, human error, natural disasters, tele-communications failures, intentional acts of vandalism and similar events. A significant or prolonged interruption in our computer network, data center or software applications could have a material adverse effect on our business, financial condition and results of operations.

A catastrophic event may significantly limit our ability to conduct business as normal.

 

We operate a complex, geographically dispersed business. Disruption or failure of networks or systems, or injury or damage to personnel or physical infrastructure, caused by a natural disaster, public health crisis, terrorism, cyber attack or other catastrophic event may significantly limit our ability and that of the affiliated practices to conduct business as normal, including our ability to communicate and transact with the affiliated practices, as well as with suppliers and vendors, and the ability of the affiliated practices to provide dental care to patients. We are not be adequately insured for losses and disruptions caused by catastrophic events, and we may not have a sufficiently comprehensive enterprise-wide disaster recovery plan in place.

11

---

12

---

13

---

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

15

---

16

---

17

---

Approximately USD$175,000 to build two (2) additional clinics in Singapore;

Approximately USD$425,000 to repay existing debt used to expand our operations from three (3) clinics to five (5) clinics; and

The remaining $100,000 for working capital and other general corporate purposes.

If we sell only seventy-five percent (75%) of the shares offered hereunder, resulting in proceeds of $525,000, we intend to use the net proceeds as follows:

Approximately USD$175,000 to build two (2) additional clinics in Singapore;

Approximately USD$250,000 to repay existing debt.

The remaining $100,000 for working capital and other general corporate purposes.

If we sell only fifty percent (50%) of the shares offered hereunder, resulting in proceeds of $350,000, we intend to use the net proceeds as follows:

Approximately USD$175,000 to build two (2) additional clinics in Singapore;

Approximately USD$75,000 to repay existing debt.

The remaining $100,000 for working capital and other general corporate purposes.

In the event we do not sell the entire offering and as a result delay the repayment of our existing debt, we do not believe that such delay will have any impact on our business due to the following factors:

-

the debt is in the form of advances received and therefore no interest is accruing thereon;

-

the advances were received from related parties and there are no formal agreements regarding repayment;

-

these related parties have indicated that they are willing to forego any repayment or payment arrangements until the Company is financially able to start making payments.

18

---

The following table sets forth our capitalization as of September 30, 2015 on:

 

☐	an actual basis;

 

☐	a pro forma as-adjusted basis after giving effect to the sale of  700,000 shares of common stock by us in this offering at an assumed initial public offering price of $1.00 per share.

 

You should read this table in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

If you invest in shares of our common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the net tangible book value per share of common stock after this offering.

 

Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the net tangible book value per share attributable to the shares of common stock held by existing owners.

 

Our net tangible book value as of September 30, 2015 was $(47,025), or $(0.0157) per share of common stock. We calculate net tangible book value per share by taking the amount of our total assets, reduced by the amount of our total liabilities and redeemable convertible preferred stock, and then dividing that amount by the number of shares of common stock outstanding.

19

---

After giving effect to our sale of the shares in this offering at the initial public offering price of $1.00 per share, our net tangible book value as of September 30, 2015 would have been $562,404, or $ per share of common stock. This represents an immediate increase in net tangible book value of $0.17 per share of common stock to our existing owners and an immediate and substantial dilution in net tangible book value of $0.85 per share of common stock to investors in this offering at the assumed initial public offering price.

 

The following unaudited table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:

 

Assumed initial public offering price per share of common stock		$	1.00
Net tangible book value per share of common stock as of September 30, 2015		$	(0.02	)
Increase in net tangible book value per share of common stock attributable to investors in this offering		$	0.17
As-adjusted net tangible book value per share of common stock after the offering		$	0.15
Dilution per share of common stock to investors in this offering		$	0.85

The following table summarizes, as of September 30, 2015, the total number of shares of common stock purchased from us, the total cash consideration paid to us, and the average price per share paid by existing owners and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing owners paid.

 

		Shares of Common							Total								Average Price
		Stock Purchased							Consideration								Per Share of
		Number				Percent			Amount					Percent			Common Stock
Existing owners			3,000,000				81	%		$	72,257				9	%		$	0.02
Investors in this offering			700,000				19	%		$	700,000				91	%		$	1.00
Total			3,700,000				100	%		$	772,257				100	%		$	1.02

The dilution information above is for illustration purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

Plan Of Distribution, Terms Of The Offering

There Is No Current Market for Our Shares of Common Stock

There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

 

The shares you purchase are not traded or listed on any exchange. After the effective date of the registration statement of which this prospectus forms a part, we intend to have a market maker file an application with the Financial Industry Regulatory Authority to have our common stock quoted on the OTC Bulletin Board and the OTCQB. We currently have no market maker who is willing to list quotations for our stock and thus the process for our stock being quoted could be possibly be delayed while we attempt to find a market maker that is willing to submit an application on our behalf. We cannot estimate how long it will take to find a market maker to submit our application.

 

Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.

 

The OTC Bulletin Board is maintained by the Financial Industry Regulatory Authority. The OTCQB is maintained by OTC Market Group, Inc. The securities traded on the Bulletin Board or the OTCQB are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTC Bulletin Board or the OTCQB, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA brokers-dealers who make a market in a "penny stock." A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

The Offering will be Sold by Our Officers and Directors

We are offering up to a total of 700,000 shares of common stock. The offering price is $1.00 per share. The offering will be for nine months unless closed sooner by a sale of all of the shares offered. In our sole discretion, we have the right to terminate the offering at any time, even before we have sold the 700,000 shares. There are no specific events which might trigger our decision to terminate the offering.

The shares are being offered by us on a “best efforts” basis and there can be no assurance that all or any of the shares offered will be subscribed. If less than the maximum proceeds are available to us, our development and prospects could be adversely affected. There is no minimum offering required for this offering to close. All funds received as a result of this offering will be immediately available to us for our general business purposes.

We cannot assure you that all or any of the shares offered under this prospectus will be sold. No one has committed to purchase any of the shares offered. Therefore, we may sell only a nominal amount of shares, in which case our ability to execute our business plan might be negatively impacted. We reserve the right to withdraw or cancel this offering and to accept or reject any subscription in whole or in part, for any reason or for no reason. Subscriptions will be accepted or rejected promptly. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Certificates for shares purchased will be issued and distributed by our transfer agent promptly after a subscription is accepted and "good funds" are received in our account.

If it turns out that we have not raised enough money to effectuate our business plan, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and are not successful, we will have to suspend or cease operations.

We will sell the shares in this offering through our officers and directors. The officers and directors engaged in the sale of the securities will receive no commission from the sale of the shares nor will they register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3(a) 4-1. Rule 3(a) 4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Our officers and directors satisfies the requirements of Rule 3(a) 4-1 in that:

1. They are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his or her participation; and

 2.  They are not compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

 3. They are not, at the time of their participation, an associated person of a broker- dealer; and

4. They meet the conditions of Paragraph (a)(4)(ii) of Rule 3(a)4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) are not brokers or dealers, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

As long as we satisfy all of these conditions, we are comfortable that we will be able to satisfy the requirements of Rule 3(a)4-1 of the Exchange Act.

As our officers and director will sell the shares being offered pursuant to this offering, Regulation M prohibits the Company and its officers and directors from certain types of trading activities during the time of distribution of our securities. Specifically, Regulation M prohibits our officers and directors from bidding for or purchasing any common stock or attempting to induce any other person to purchase any common stock, until the distribution of our securities pursuant to this offering has ended.

Offering Period and Expiration Date

This offering will commence on the effective date of this prospectus, as determined by the Securities and Exchange Commission, and continue for a period of nine months unless closed sooner by a sale of all of the shares offered. In our sole discretion, we have the right to terminate the offering at any time, even before we have sold the 700,000 shares. There are no specific events that may trigger our decision to terminate the offering.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must deliver a check or certified funds for acceptance or rejection. All checks for subscriptions must be made payable to "Medico International Inc.”.

Right to Reject Subscriptions

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

22

---

Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, including those set forth under “Risk Factors” and “Information Regarding Forward-Looking Statements.”

 

23

---

For the Nine Months ended September 30, 2015

For the nine (9) month period ended September 30, 2015, we earned Dental Service Revenue of $3,463,009, compared to $1,286,754 for the period from January 20, 2014 (date of inception) to September 30, 2014 (which period shall be referred to under this heading as the “Comparative Period”). Cost of Services for the nine (9) month period ended September 30, 2015 were $2,644,412, resulting in a gross profit of $818,597, compared to Cost of services of $1,103,872 and gross profit $182,882 from the Comparative Period.  Dental service revenue for the nine (9) month period ended September 30, 2015 increased by $2,176,255 over the Comparative Period due to additional clinics, plus increased activity, patient treatments and patients.

Operating expenses were $823,936 for the  nine (9) month period ended September 30, 2015, compared to $265,254 from the Comparative Period, due to additional clinics, increased operations, patient treatments, professional fees and resulting overhead.  Operating expenses for the period ended  September 30, 2015 were comprised of $96,051 for depreciation, $196,991 for professional fees, $368,060 for rental, $61,164 for staff costs and $101,670 in other expenses.

For the nine (9) month period ended September 30, 2015, we had other income of $28,356 and interest expense of $3,702, compared to $878 in other income and $1,034 in interest expense during the Comparative Period.

For the period from inception through December 31, 2014, net cash used in operating activities was $46,873.  This negative cash flow related to our net loss of $146,584, adjusted for, among other things, certain non-cash items including $113,119 of depreciation, a $252,105 decrease in accounts receivable, a $102,318 decrease in prepaid expenses and deposits and a decrease of $13,610 in supplies, partially offset by an increase of $107,196 in accounts payables and a $247,410 increase in accrued and other payables.

24

---

For the Nine Months ended September 30, 2015 compared to the period of January 20, 2014 to September 30, 2014

 

For the nine (9) month period ended September 30, 2015, net cash provided by operating activities was $442,997.  This positive cash flow related to our net income of $19,315, adjusted for an increase in prepaid expenses and deposits of $61,835, which were offset by depreciation of $249,231, a decrease in accounts receivable in the amount of $45,236, an increase of $228,348 in accounts payables, a decrease in accrued and other payables in the amount of $13,245 and an increase in unearned revenue of $2,952.

This compared to net cash provided in operating activities during the Comparative Period in the amount of $194,428.

 

Since the Company during the nine (9) month period ended September 30, 2015, generated net income in the amount of $19,315 and net cash from operating activities was $442,997, plus having $438,797 in cash and cash equivalents, Management believes that it currently has sufficient liquidity from its existing five (5) operating clinics and capital resources to meet its operating needs for the next twelve (12) months and also on a long-term basis.

For the nine (9) month period ended September 30, 2015, net cash used in investing activities was $462,448, compared to net cash of $416,040 used during the Comparative Period.  The cash used for both periods was primarily driven by the cost of building and opening a total of four (4) dental clinics in Singapore during those periods.

25

---

26

---

27

---

28

---

29

---

30

---

31

---

 

Singapore's increased emphasis on medical tourism has seen the number of tourists traveling to Singapore for healthcare purposes grow significantly. The total medical tourism receipts came in at $832 million in 2013,up from $383 million in 2004, and Singapore's medical tourism market is expected to grow 8.3% per annum from now to 2018.

33

---

Dr. Chew has been the Business Development Director and Chief Operating Officer of Smile Central since April 2014. From January 2007 through February 2012, Dr. Chew worked as a Dental Surgeon at Smile Division Dental Chain (an unrelated entity), a dental clinic located in Singapore. Dr. Chew graduated from the national University of Singapore in 2004, with a B.D.S degree (dentistry).

35

---

CORPORATE GOVERNANCE

Director Independence

Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.  As Dr. Liew, Dr. Chew and Mr. Liew are our executive officers and directors, we have determined that none of them are independent directors within the meaning of Rule 4200(a)(15).

Board Committees

Since we do not have any independent directors, we have not created an Audit Committee.

 

36

---

37

---

Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:

38

---

 

Authorized Capital Stock; Issued and Outstanding Capital Stock

 

We currently have authorized capital stock of 500,000,000 shares of common stock, par value $0.001 per share. We are not authorized to issue any shares of preferred stock. The following is a summary of the rights of our common stock and some of the provisions of our Articles of Incorporation and Bylaws, and the Nevada Revised Statutes, or the NRS. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part, as well as the relevant provisions of the NRS.

We currently have 3,000,000 shares of common stock outstanding. We do not have any outstanding options, warrants or any convertible or derivative securities.

 

Common Stock

 

All of the securities being offered pursuant to the registration statement of which this prospectus is a part are shares of our common stock. The holders of our common stock are entitled to one vote per share on matters on which our stockholders vote. Holders of our common stock have no cumulative voting rights. Holders of our common stock are entitled to receive dividends, if declared by our Board of Directors, out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of our common stock are entitled to share ratably in our assets once our debts are paid. Our Articles of Incorporation do not provide our common stock with any redemption, conversion or preemptive rights. All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable.

 

Dividends and Other Distributions

 

Under NRS 78.288, the directors of a Nevada corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders, but no such distribution may be made if, after giving it effect:

 

The NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized. When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:

·

financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

·

a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or

·

any other method that is reasonable in the circumstances.

Business Combinations and Acquisition of Control Shares

 

Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. An amendment to the NRS, effective October 1, 2015, however, provides that these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. NRS 78.439 has also been amended, effective October 1, 2015, to eliminate the prohibition on stockholder approval by written consent with respect to combinations undertaken after the two-year period prescribed under the statutes. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These laws generally apply to Nevada corporations with 200 or more stockholders of record, but a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws. We have not made such an election in our Articles of Incorporation.

 

Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our Articles of Incorporation, include our election to provide that these statutory provisions shall not apply to us or to any acquisition of our common stock. If our Articles of Incorporation are amended to remove such elective provision, and absent a similar provision included in an amendment to our Bylaws, these laws would then apply to us if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (i) one-fifth or more, but less than one-third, (ii) one-third or more, but less than a majority or (iii) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

In addition, NRS 78.139 also provides that directors may resist a change or potential change in control if the directors, by majority vote of a quorum, determine that the change is opposed to, or not in, the best interest of the corporation.

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors

 

Our Amended and Restated Bylaws provide that, for nominations to the Board of Directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally must be delivered not less than 90 days nor more than 120 days prior to the first anniversary of the previous year’s annual meeting date. For a special meeting, the notice must generally be delivered not earlier than the 90th day prior to the meeting and not later than the later of (i) the 60th day prior to the meeting or (ii) the 10th day following the day on which public announcement of the meeting is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in the Amended and Restated Bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such business will not be conducted at the meeting.

Special Meetings of Stockholders

 

Special meetings of the stockholders may be called only by our Board of Directors pursuant to a resolution adopted by a majority of the total number of directors.

 

Transfer Agent and Registrar

 

41

---

42

---

43

---

44

---

45

---

We intend to apply to have our common stock approved for trading on the OTCQB Venture Marketplace under the symbol “MOTL”. We cannot estimate when if ever we will be approved for trading on the OTCQB or if we will be able to use such ticker symbol.

 

46

---

47

---

Paul Krulisky, Esq. will pass upon the validity of the common stock offered hereby on our behalf.

 

48

---

 

 

 

 

 

49

---

MEDICO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

 (Unaudited)

 

52

---

54

---

59

---

60

---

61

---

SMILE CENTRAL DENTAL GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

SMILE CENTRAL DENTAL GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

64

---

SMILE CENTRAL DENTAL GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

65

---

SMILE CENTRAL DENTAL GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

 

During the normal course of business, the Group may be exposed to litigation.  When the Group becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies.  The Group evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Group determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of December 31, 2014, the Group is not aware of any contingent liabilities that should be reflected in the combined financial statements.

 

 

(b) Financial Statement Schedules