Attached files
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EX-31.1 - EXHIBIT 31.1 - MEDICUS HOMECARE INC. | exhibit31-1.htm |
EX-32.1 - EXHIBIT 32.1 - MEDICUS HOMECARE INC. | exhibit32-1.htm |
EX-31.2 - EXHIBIT 31.2 - MEDICUS HOMECARE INC. | exhibit31-2.htm |
EX-32.2 - EXHIBIT 32.2 - MEDICUS HOMECARE INC. | exhibit32-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333 -191251
MEDICUS HOMECARE INC.
(Exact name of registrant as specified in its charter)
Nevada | 33-1227048 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
Waiblingerstrasse 34 | |
Stuttgart, Germany | 70372 |
(Address of principal executive offices) | (Zip code) |
+49 157 894 69537
(Registrants telephone
number, including area code)
n/a
(Former name, former address and
former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the last 90
days.
YES [ X ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller Reporting Company [ X ] |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ]
NO [ X ]
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 72,960,000 as of February 2, 2016.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited consolidated interim financial statements of Medicus Homecare Inc. as at March 31, 2015, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three month period ended March 31, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.
As used in this Quarterly Report, the terms we, us, our, Medicus, and the Company mean Medicus Homecare Inc. and its subsidiary, Beatmungspflege 24 GmbH (GmbH), unless otherwise indicated. All dollaramounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.
MEDICUS HOMECARE INC.
(FORMERLY OVERTECH CORP.)
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
December 31, | ||||||
March 31, 2015 | 2014 | |||||
(unaudited) | ||||||
ASSETS | ||||||
Current assets | ||||||
Cash | $ | 2,338 | $ | 299 | ||
Accounts receivable | 2,161 | 1,618 | ||||
Prepaids | 10,455 | 11,404 | ||||
Due from related parties | 750,045 | 784,727 | ||||
764,999 | 798,048 | |||||
Property and equipment | 132,215 | 155,323 | ||||
$ | 897,214 | $ | 953,371 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||
Current liabilities | ||||||
Bank indebtedness | $ | 81,395 | $ | 188,143 | ||
Accounts payable and accrued liabilities | 147,004 | 159,686 | ||||
Payroll liabilities | 135,575 | 159,558 | ||||
Other liabilities | 56,160 | 107,693 | ||||
Due to related parties | 219,368 | 213,095 | ||||
Income taxes | 56,942 | 6,869 | ||||
696,444 | 835,044 | |||||
Long-term loan | 118,153 | 133,107 | ||||
Total liabilities | 814,597 | 968,151 | ||||
Stockholders' deficit | ||||||
Common stock
$0.001 par value, 75,000,000 common shares authorized, 72,560,000 issued and outstanding at March 31, 2015 and December 31, 2014 |
72,975 | 72,975 | ||||
Additional paid-in capital | 1,658,000 | 1,658,000 | ||||
Comprehensive loss | (29,022 | ) | (11,378 | ) | ||
Accumulated deficit | (1,619,336 | ) | (1,734,377 | ) | ||
82,617 | (14,780 | ) | ||||
$ | 897,214 | $ | 953,371 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
(EXPRESSED IN US DOLLARS)
(unaudited)
Three Months | |||
Ended March 31, | |||
2015 | |||
Revenue from services | $ | 1,360,834 | |
Cost of sales | (1,138,505 | ) | |
Net revenue | 222,329 | ||
Operating expenses | |||
Administrative fees | 9,000 | ||
Audit and accounting fees | 15,803 | ||
Depreciation | 5,926 | ||
Facility rent and maintenance costs | 637 | ||
Foreign exchange | (3,353 | ) | |
Legal fees | 26,033 | ||
Other operating expenses | 364 | ||
Regulatory fees | 3,288 | ||
Total operating expenses | 57,698 | ||
Net income before taxes and interest | 164,631 | ||
Other income or expenses | (3,677 | ) | |
Net income before tax | 168,308 | ||
Provision for income tax | 53,267 | ||
Net Income | $ | 115,041 | |
Other comprehensive loss | |||
Exchange differences on translation | (17,644 | ) | |
Net and comprehensive income | $ | 97,397 | |
Net income per share - basic and diluted | $ | 0.00 | |
Weighted average number of shares outstanding - basic and diluted | 72,560,000 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
The Company has no transactions for the period from January 30,
2014 (inception) to March 31, 2014. Accordingly,
no comparative information
has been presented.
MEDICUS HOMECARE INC.
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(EXPRESSED IN US DOLLARS)
(Unaudited)
Three Months Ended | |||
March 31, 2015 | |||
Cash flows generated by operating activities | |||
Net income | $ | 115,041 | |
Non cash items | |||
Amortization | 5,926 | ||
Changes in operating assets and liabilities | |||
Accounts receivable | (760 | ) | |
Related party receivables | (56,033 | ) | |
Prepaids | (348 | ) | |
Accounts payable and accrued liabilities | (8,557 | ) | |
Payroll liabilities | (6,344 | ) | |
Other liabilities | (41,312 | ) | |
Related party payables | 30,979 | ||
Income taxes | 53,267 | ||
Net cash provided by operating activities | 91,859 | ||
Cash flows used in financing activities | |||
Bank indebtedness | (89,688 | ) | |
Net cash used in financing activities | (89,688 | ) | |
Effects of foreign currency exchange | (132 | ) | |
Net increase in cash | 2,039 | ||
Cash, beginning | 299 | ||
Cash, ending | $ | 2,338 | |
Cash paid for: | |||
Income tax | $ | - | |
Interest | $ | - |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
The Company has no transactions for the period from January 30, 2014 (inception) to March 31, 2014. Accordingly, no comparative information has been presented.
MEDICUS HOMECARE INC.
(FORMERLY OVERTECH CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2015
(EXPRESSED IN US DOLLARS)
NOTE 1 ORGANIZATION
Medicus Homecare Inc. (formerly Overtech Corp.) (the Company) was incorporated in the state of Nevada on November 13, 2012. On September 2, 2014, the Company established a wholly owned subsidiary, Medicus Homecare Inc. (the Subsidiary) under the laws of the state of Nevada.
On November 12, 2014, the Company completed the acquisition of Beatmungspflege 24 GmbH (GmbH), which was incorporated on January 30, 2014. GmbH provides in-home nursing care services in Germany. The acquisition of the GmbH was accounted for as a reverse takeover and these unaudited interim consolidated financial statements reflect the transactions and activity of GmbH.
Unaudited Interim Financial Statements
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2014, included in the Companys Transition Report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
Going Concern
The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to maintain profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. If necessary, management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.
NOTE 2 COOPERATION AGREEMENT
On July 1, 2014, GmbH entered into a cooperation agreement (the Cooperation Agreement) with Medicus Intensivpflege GmbH (MI GmbH), a company owned by the President, CEO and Director of the Company. MI GmbH has been granted a Versorgungsvertrag with AOK license (the License) by the German statutory health insurance fund that allows MI GmbH to bill its services to the public health insurance funds rather than to patients or private health insurances. Based on the Cooperation Agreement, MI GmbH agreed to provide medical in-home nursing care services under MI GmbH License exclusively to the Companys patients in exchange for 15% fee on the gross revenues generated from the services.
The Cooperation Agreement may be terminated at any time upon the Company being granted a License. Please refer to the Note 3 for details on the revenue and costs associated with the Cooperation Agreement.
NOTE 3 RELATED PARTY TRANSACTIONS
Amounts due to/from related parties at March 31, 2015:
March 31, 2015 | December 31, 2014 | |||||
Due to the spouse of the President, Chief Executive Officer (CEO) and Director | $ | 189,761 | $ | 210,734 | ||
Due to a company owned by the President, CEO and Director | 10,689 | 2,361 | ||||
Due to the President, CEO and Director | 18,918 | - | ||||
Amounts due to related parties | 219,368 | 213,095 | ||||
Due from the President, CEO and Director | - | 2,926 | ||||
Due from MI GmbH | 739,991 | 770,557 | ||||
Due from a company owned by the President, CEO and Director | 10,054 | 11,243 | ||||
Amounts due from related parties | 750,045 | 784,726 | ||||
Net amount due from related parties | $ | 530,677 | $ | 571,631 |
During the period ended March 31, 2015, the Company incurred the following transactions with MI GmbH under the Cooperation Agreement (Note 2):
March 31, 2015 | |||
Net proceeds from nursing care services generated | $ | 1,360,834 | |
Cost of nursing care services incurred | 854,109 | ||
Fee payable by the Company | 204,125 |
NOTE 4 PROPERTY AND EQUIPMENT
Effect of | ||||||||||||
December 31, | Foreign | |||||||||||
2014 | Depreciation | Exchange | March 31, 2015 | |||||||||
Land | $ | 33,155 | $ | - | $ | (3,725 | ) | $ | 29,430 | |||
Buildings | 68,588 | (360 | ) | (7,690 | ) | 60,538 | ||||||
Vehicles | 51,395 | (4,989 | ) | (5,548 | ) | 40,858 | ||||||
Computer hardware | 254 | - | (29 | ) | 225 | |||||||
Furniture and fixtures | 1,931 | (577 | ) | (190 | ) | 1,164 | ||||||
Total property and equipment | $ | 155,323 | $ | (5,926 | ) | $ | (17,182 | ) | $ | 132,215 |
The buildings include two offices which are used by the Company to provide outpatient care and other regular business operations. To acquire these premises the Company secured a long-term debt for the total of EUR 110,000 (USD $118,153). The loan bears interest at 4.8% per annum, due in November 2018 and is secured by their principal executive office.
NOTE 5 - SHARE CAPITAL
Effective August 4, 2014, the Company completed a 23-for-1 stock split. All number of share and per-share disclosures have been retroactively restated to reflect the effect of the share split.
NOTE 6 - SUBSEQUENT EVENTS
On April 17, 2015, the Company entered into an agreement to acquire all issued and outstanding shares of Medicus Intensive Care GmbH for the total consideration of EUR 35,000 (USD $37,730).
On November 25, 2015, the Company completed a private placement of common shares for an aggregate of 250,000 shares of common stock at EUR 0.32 per share for total proceeds of EUR 80,000.
On January 11, 2016, the Company completed a private placement with its CFO and issued 150,000 units at $0.20 per unit for gross proceeds of $30,000. Each unit is comprised of one common share and one warrant that is exercisable for a period of 2 years from issuance at $0.30.
On January 12, 2016, the Company entered into a loan agreement for $20,000. The loan is due on demand, unsecured and non-interest bearing.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports we file with the United States Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Overtech,” and the “Company” mean Medicus Homecare Inc. (formerly “Overtech Corp.”), and our subsidiary, Beatmungspflege 24 GmbH (“GmbH”), unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.
OVERVIEW
We were incorporated on November 13, 2012, under the laws of the State of Nevada. Our principal offices are located at Waiblingerstrasse 34, Stuttgart, Germany. Our telephone number is +49 157 894 69537.
On November 12, 2014, we completed the acquisition of GmbH, which was incorporated on January 30, 2014. As a result of the acquisition, we have changed our business to providing medical in-home care services in Germany including ventilation for patients that suffer from debilitating diseases such as Amyotrophic Lateral Sclerosis (ALS), Muscular Dystrophy (MD), Guillain-Barre syndrome (GBS), and Chronic Obstructive Pulmonary Disease (COPD). Other services provided by GmbH include acute post-patient care, respiration optimization and monitoring of long-term home respiration.
Over the next two years we plan to open additional local checkpoints which will affect our assets, liabilities, liquidity and working capital.
Our revenue is recognized on a monthly basis by invoicing the services provided in that month. Services are invoiced by Medicus Intensivpflege GmbH (MI GmbH), pursuant to our cooperation agreement dated July 1, 2014, to the public health insurance funds, private health insurance or the customer directly. Our services are provided on an hourly basis and the services billed are at a determined price by health insurance companies.
Approximately 85% of our services are billed and paid by the public health insurance, 10% by private health insurance and 5% paid directly by the customers. The customers are billed if the insurance provider does not cover the service or only covers a percentage of the service.
Approximately 10% of the amounts invoiced monthly are written off. This may be due to:
| customers not having funds available to pay; | |
| the insurance companies disputing some of the services rendered (which is rare); or | |
| if the private health insurance only covers a portion of the service and the customer does not have the |
available funds to cover the balance.
Generally, all payments are received within 28 days of invoicing as the insurance funds have the duty to pay within 28 days of being invoiced. The only time the insurance payments will take longer is if there is a dispute regarding the services provided (which is uncommon).
GmbH currently operates in Stuttgart area with two facilities, one of which serves as an office and the other is an acute post care facility with 3 beds outfitted with respiration equipment. GmbH also has 7 local checkpoints in the Stuttgart area and plans to open additional checkpoints throughout Germany. The checkpoints are locations where nurses pick up medication, supplies and equipment prior to visiting the patients in their homes.
At present time, MI GmbH has 103 employees and contractors of which 80 are nurses responsible for maintenance and care of patients (which includes 60 full-time nurses and 20 part-time nurses).
Ambulatory care services and nursing care is estimated to be a 27 billion EUR annual market in Germany.
Corporate Developments
The following corporate developments occurred during the quarter ended March 31, 2015, and up to the date of the filing of this report:
Acquisition of MI GmbH
On April 17, 2015, we entered into an agreement to acquire all issued and outstanding shares of MI GmbH. Pursuant to the agreement, we acquired all issued and outstanding shares of MI GmbH for the total consideration of $37,730 (EUR 35,000). Pursuant to the April 17, 2015 agreement, certain funds of our company were held in trust by related party to effect the purchase of equipment on behalf of the GmbH (the Funds). The equipment included, but was not limited to, respirators and medical accessories required for the operations and business of the GmbH. On June 30, 2015, the related party closed the purchase and transferred certain medical equipment to the GmbH (the Equipment). However, as a result of the purchase of the Equipment not having been completed and the application of certain accounting rules, the Funds held in trust were classified as a related party loan.
Change in Management
Effective January 5, 2016, Dr. Elmedina Adzemovic resigned as our Chief Financial Officer and Leon Nowek delivered his consent to act as our Chief Financial Officer. Dr. Adzemovics resignation was not the result of any disagreements with us regarding our operations, policies, practices or otherwise.
Mr. Leon Nowek has held numerous management positions with various resource and technology start-up companies including Henfrey & Co. and Nexus Resource group. From 1994 to 2002, Mr. Nowek was co-founder, officer and director of Turbodyne Technologies Inc. He was responsible for financing and completing the companys listing on the NASDAQ exchange and all of its regulatory filings in the USA, Canada and Europe. From 2002 to 2014, Mr. Nowek was involved in numerous start-up technology companies in USA, Germany and China, as an investor, consultant (on finance, mergers, regulatory filings) and strategic advisor to these young companies. Mr. Nowek is also President, CFO and Director of a small holding and consulting company, Krystal Holdings Inc., since its incorporation in 2006 in Nassau, Bahamas. He is also President, Director, CFO and an investor of a private start-up oil and gas exploration company called Sunspot Energy Corp., a Canadian registered company since April, 2013.
On January 8, 2016, GmbH entered into a consulting agreement with Leon Nowek. Pursuant to this agreement, Mr. Nowek shall assist us with the respect to the financial record keeping and regulatory filings for a term of one year. In exchange for the services, we agreed to compensate Mr. Nowek 4,000 EUR per month, grant him an option to acquire up to 1,000,000 common shares of our company at an exercise price of $0.20 for a period of two years expiring on January 8, 2018.
Private Placements
On November 25, 2015, we completed a private placement of common shares for an aggregate of 250,000 shares of common stock at 0.32 EUR per share for total proceeds of 80,000 EUR to be used as general working capital.
On January 11, 2016, we completed a private placement with Mr. Nowek and issued to Mr. Nowek 150,000 units of our common stock at $0.20 per unit for gross proceeds of $30,000. Each Unit comprises of one common share of our common stock and one whole warrant that is exercisable for a period of 24 months from issuance at an exercise price of $0.30.
Debt Financing
On January 12, 2016, we entered into a loan agreement with an unrelated third party for the total proceeds of $20,000. The loan is due on demand and carries no interest.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014
Our operating results for the three month period ended March 31, 2015 are summarized in the table below.
Three Months Ended | |||
March 31, | |||
2015 | |||
Revenue from services | $ | 1,360,834 | |
Cost of sales and other services | (1,138,505 | ) | |
Net revenue | 222,329 | ||
Operating expenses | |||
Administrative fees | 9,000 | ||
Audit and accounting fees | 15,803 | ||
Depreciation | 5,926 | ||
Facility rent and maintenance costs | 637 | ||
Foreign Exchange | (3,353 | ) | |
Legal fees | 26,033 | ||
Other operating expenses | 364 | ||
Regulatory fees | 3,288 | ||
Total operating expenses | 57,698 | ||
Net income before taxes and interest | 164,631 | ||
Other income or expenses | 3,677 | ||
Provision for income taxes | (53,267 | ) | |
Net income | $ | 115,041 |
Revenues
Our revenue during the three month period ended March 31, 2015 was $1,360,834 and was generated from the medical in-home care services we provide in Germany. The cost of providing the services amounted to $1,138,505 and resulted in overall net revenue from services of $222,329.
GmbH was incorporated on January 30, 2014 and did not have any operations during the first two fiscal quarters, as such we have no comparable transactions during the three month period ended March 31, 2014.
Operating Expenses
We recorded $57,698 in operating expenses during the three months ended March 31, 2015. These expenses were primarily attributable to audit and accounting fees, legal and administrative fees and other operating expenses.
GmbH was incorporated on January 30, 2014 and did not have any operations during the first two fiscal quarters, as such we did not incur any operating expenses during the comparable period.
Net Income
Our net income during the three month period ended March 31, 2015 was $115,041. We did not record any income or loss during the three month period ended March 31, 2014, as GmbH did not have any operations during the comparable period.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital | |||||||||
As at | As at | ||||||||
March 31, | December 31, | Percentage | |||||||
2015 | 2014 | Change | |||||||
Current assets | $ | 764,999 | $ | 798,048 | (4.1% | ) | |||
Current liabilities | 696,444 | 835,044 | (16.6% | ) | |||||
Working capital (deficit) | $ | 68,555 | $ | (36,996 | ) | (285.3% | ) |
As of March 31, 2015, we had a cash balance of $2,338, a working capital of $68,555 and cash flows generated from our operations of $91,859 for the three month period then ended.
Cash Flows | |||
Three Months Ended | |||
March 31, | |||
2015 | |||
Cash flows generated by operating activities | $ | 91,859 | |
Cash flows used in financing activities | (89,688 | ) | |
Effects of foreign currency exchange on cash | (132 | ) | |
Net increase in cash during the period | $ | 2,039 |
Cash Flows Generated by Operating Activities
During the three month period ended March 31, 2015, we have generated $91,859 from our operating activities. This cash was generated from net cash income of $115,041 we realized during the period as well as $30,979 increase in due to related parties and $53,267 increase in income taxes payable. These changes were offset in part by increases in our accounts receivable and prepaid expenses of $760 and $348, respectively, and by $56,033 increase in receivables from MI GmbH, pursuant to our cooperation agreement dated July 1, 2014. In addition, we used total of $56,213 to reduce our current and payroll liabilities.
GmbH did not have any operations during the first two fiscal quarters, as such we did not generate any cash during the comparative period in fiscal 2014.
Cash Flows used in Financing Activities
During the three month period ended March 31, 2015, we used $89,688 to reduce our bank indebtedness. We did not have any financing activities during the comparative period in fiscal 2014.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of our Company.
Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commissions rules and forms.
During the quarter ended March 31, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 1A. RISK FACTORS
As a smaller reporting company we are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On November 25, 2015, we completed a private placement of common shares for an aggregate of 250,000 shares of common stock at 0.32 EUR per share for total proceeds of 80,000 EUR to be used as general working capital.
On January 11, 2016, we completed a private placement with Mr. Nowek and issued to Mr. Nowek 150,000 units of our common stock at $0.20 per unit for gross proceeds of $30,000. Each Unit comprises of one common share of our common stock and one whole warrant that is exercisable for a period of 24 months from issuance at an exercise price of $0.30.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits:
Exhibit | Description of Exhibit |
(3) |
Articles of Incorporation; Bylaws |
3.1 |
Articles of Incorporation of Registrant. |
3.2 |
Bylaws of the Registrant. |
3.3 |
Certificate of Merger (incorporated by reference to our companys current report on Form 8-K as filed with the SEC on December 12, 2014 as exhibit 3.1). |
3.4 |
Articles of Merger between Medicus Homecare Inc. (as surviving company) and Medicus Homecare Inc. (as merging entity), with surviving entity changing its name to Medicus Homecare Inc. effective December 12, 2014 (incorporated by reference to our companys current report on Form 8-K as filed with the SEC on December 12, 2014 as exhibit 3.2). |
(10) |
Material Contracts |
10.1 |
Mobile Application Development and Intellectual Property Assignment Agreement, dated August 22, 2013, by and between Medicus Homecare Inc. and Murad Guseinov (incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on September 19, 2013). |
10.2 |
Share Purchase Agreement dated September 3, 2014, among Medicus Homecare Inc., its wholly-owned subsidiary, Medicus Homecare Inc., Dr. Orhan Karahodza, Beatmungspflege 24 GmbH and Dr. Elmedina Adzemovic (incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 8, 2014). |
10.3 |
Contribution Agreement (Das Pflegeland) effective July 1, 2014 between Beatmungspflege 24 GmbH and Dr. Orhan Karahodza (and Dzenana Karahodza as communal property ownership in accordance with Bosnian law) (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2014). |
10.4 |
Contribution Agreement (Premium-Pflegedienst Pflegeland) effective July 1, 2014 between Beatmungspflege 24 GmbH and Mrs. Dzenana Karahodza (and Dr. Orhan Karahodza as communal property ownership in accordance with Bosnian law) (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2014). |
10.5 |
Cooperation Agreement between our company and Medicus Intensivpflege GmbH effective July 1, 2014. |
10.6 |
Agreement and Deed of Transfer (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2014). |
10.7 |
Form of Subscription Agreement between our company and Leon Nowek (incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 14, 2016). |
10.8 |
Form of Loan Agreement between our company and Aladdin Saracevic (incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 14, 2016). |
(14) |
Code of Ethics |
14.1 |
Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 29, 2014). |
(16) |
Letter re Change in Certifying Accountant |
16.1 |
Letter of Dale Matheson Carr-Hilton Labonte, L.L.P. Chartered Accountants (former principal independent accountants) (incorporated by reference to our companys current report on Form 8-K as filed with the SEC on February 17, 2015 as exhibit 16.1). |
16.2 |
Letter of RBS RoeverBroennerSusat GmbH & Co.KG. (former principal independent accountants) (incorporated by reference to our companys current report on Form 8-K as filed with the SEC on February 17, 2015 as exhibit 16.2). |
(31) |
Rule 13a-14(a) / 15d-14(a) Certifications |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEDICUS HOMECARE INC. | |
Dated: February 4, 2016 | By: /s/Orhan Karahodza |
Dr. Orhan Karahdza | |
President, Secretary, Treasurer, Chief Executive | |
Officer and Director | |
(Principal Executive Officer) | |
By: /s/Leon Nowek | |
Leon Nowek | |
Chief Financial Officer | |
(Principal Accounting Officer) |