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EX-32.2 - EXHIBIT 32.2 - MEDICUS HOMECARE INC.exhibit32-2.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-31.1 - EXHIBIT 31.1 - MEDICUS HOMECARE INC.exhibit31-1.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 JUNE 30, 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
(Registrant’s 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 issuer’s classes of common equity, as of the latest practicable date: 73,850,000 as of May 30, 2016.


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 4
ITEM 1. FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 16
ITEM 4. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION 17
ITEM 1. LEGAL PROCEEDINGS 17
ITEM 1A. RISK FACTORS   17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS 18


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated interim financial statements of Medicus Homecare Inc. as at June 30, 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 June 30, 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 dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.


MEDICUS HOMECARE INC.
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)

    June 30, 2015     December 31, 2014  
    (unaudited)        
ASSETS            
             
Current assets            
   Cash $  61,569   $  -  
   Accounts receivable   897,819     1,618  
   Prepaids   22,535     11,404  
   Due from related parties   210,839     784,727  
    1,192,762     797,749  
             
Property and equipment   1,401,316     155,323  
  $  2,594,078   $  953,072  
             
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)            
             
Current liabilities            
   Bank indebtedness $  72,850   $  187,844  
   Accounts payable and accrued liabilities   376,620     159,686  
   Payroll liabilities   470,128     159,558  
   Other liabilities   65,988     107,693  
   Due to related parties   407,641     213,095  
   Income taxes   271,507     6,869  
    1,664,734     834,745  
             
Long-term loan   122,672     133,107  
Total liabilities   1,787,406     967,852  
             
Stockholders' equity(deficit)            
   Common stock $0.001 par value, 75,000,000 common shares 
   authorized, 72,560,000 issued and outstanding at June 30, 2015 and December 31, 2014
  72,975     72,975  
   Additional paid-in capital   2,183,419     1,658,000  
   Comprehensive income (loss)   3,827     (11,378 )
   Accumulated deficit   (1,453,549 )   (1,734,377 )
    806,672     (14,780 )
  $  2,594,078   $  953,072  

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


MEDICUS HOMECARE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(unaudited)

    Three Months     Six Months  
    Ended June 30,     Ended June 30,  
    2015     2015  
             
Revenue from services $  2,346,320   $  3,707,154  
Cost of sales   (1,825,136 )   (2,963,641 )
Gross profit   521,184     743,513  
             
Operating expenses            
         Administrative fees   9,000     18,000  
         Advertising fees   7,799     7,799  
         Audit and accounting fees   51,876     67,679  
         Automobile expenses   3,014     3,014  
         Depreciation   9,528     15,454  
         Facility rent and maintenance costs   3,865     4,502  
         Foreign exchange   2,237     (1,116 )
         Legal fees   51,584     77,617  
         Other operating expenses   63,677     64,041  
         Regulatory fees   4,188     7,476  
Total operating expenses   206,768     264,466  
             
Net income before taxes and interest   314,416     479,047  
         Other income or expenses   (681 )   2,996  
Net income before tax   313,735     482,043  
             
         Provision for income tax   147,948     201,215  
Net Income $  165,787   $  280,828  
             
Other comprehensive loss            
         Exchange differences on translation   2,439     (15,205 )
Net and comprehensive income $  168,226   $  265,623  
             
Net income per share - basic and diluted $  0.00   $  0.01  
             
Weighted average number of shares outstanding - basic and diluted   72,560,000     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 June 30, 2014. Accordingly, no comparative information has been presented.


MEDICUS HOMECARE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(Unaudited)

    Six Months Ended June  
    30, 2015  
       
Cash flows generated by operating activities      
       
   Net income $  280,828  
       
   Non-cash items      
         Amortization   15,454  
       
   Changes in operating assets and liabilities      
         Accounts receivable   (363,438 )
         Prepaids   (12,026 )
         Accounts payable and accrued liabilities   91,960  
         Due from related party   (124,708 )
         Payroll liabilities   126,623  
         Other liabilities   (38,667 )
         Income taxes   203,364  
Net cash provided by operating activities   179,390  
       
Cash flows used in financing activities      
   Bank indebtedness   (100,310 )
Net cash used in financing activities   (100,310 )
       
Cash flows used in investing activities      
   Cash acquired on acquisition   748  
Net cash provided by investing activities   748  
       
Effects of foreign currency exchange   (18,259 )
       
Net increase in cash   61,569  
Cash, beginning   0  
Cash, ending $  61,569  
       
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 June 30, 2014. Accordingly, no comparative information has been presented.


MEDICUS HOMECARE INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2015
(EXPRESSED IN US DOLLARS)

NOTE 1 – ORGANIZATION

Medicus Homecare Inc. (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.

On April 17, 2015, the Company completed the acquisition of Medicus Intensivpflege (“MI GmbH”), which was incorporated on April 15, 2014. MI GmbH provides in-home nursing care services in Germany. The acquisition of the MI GmbH was accounted for as a transaction between parties subject to common control and these unaudited interim consolidated financial statements reflect the transactions and activity of MI GmbH from the date of acquisition. See Note 2 for the details of the assets and liabilities acquired.

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 Company’s 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 and six month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

NOTE 2 – COOPERATION AGREEMENT

Prior to the share purchase agreement MI GmbH, on July 1, 2014, GmbH entered into a cooperation agreement (the “Cooperation Agreement”) with MI GmbH. 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 Company’s patients in exchange for 15% fee on the gross revenues generated from the services.

The Company incurred the following transactions with MI GmbH under the Cooperation Agreement:

    June 30, 2015  
Fee payable by the Company   207,790  

NOTE 4 – ACQUISITION OF SUBSIDIARY

On April 17, 2015, the Company entered into an agreement to acquire all issued and outstanding shares of MI GmbH for the total consideration of EUR 35,000 (USD $37,741).

The Company and MI GmbH were under common control and therefore the transaction was accounted for as a contribution of assets from a shareholder of the Company. The shares of MI GmbH were held by the President, CEO and Director of the Company who holds 56.23% of the common shares of the Company. The difference between the carrying value of the net assets acquired and the consideration paid was credited to additional paid-in-capital. Details of the assets and liabilities of MI GmbH on the date of acquisition are as follows:



    Euro     USD  
Cash  694   $  748  
Accounts receivable   708,451     763,923  
Related party receivables   865,352     933,109  
Total assets acquired   1,574,497     1,697,780  
             
Accounts payable & accrued liabilities   (119,597 )   (128,961 )
Payroll liabilities   (182,320 )   (196,596 )
Other liabilities   (5,000 )   (5,392 )
Income taxes   (57,431 )   (61,928 )
Intercompany accounts   (687,882 )   (741,743 )
Total liabilities assumed   (1,052,230 )   (1,134,620 )
Net assets acquired   522,267     563,160  
             
Fair value of consideration paid   35,000     37,741  
Additional paid in capital  487,267   $  525,419  

NOTE 5 – RELATED PARTY TRANSACTIONS

Amounts due to/(from) related parties at June 30, 2015 and December 31, 2014:

    June 30, 2015     December 31,  
          2014  
             
Due to the spouse of the President, Chief Executive Officer (“CEO”) and Director $  132,487   $  210,734  
Due to the companies owned by the President, CEO and Director   54,087     2,361  
Due to the President, CEO and Director   187,952     -  
Due to Daniel Kaufmann   33,115        
Amounts due to related parties   407,641     213,095  
             
Due from the President, CEO and Director   -     2,927  
Due from MI GmbH   -     770,557  
Due from the companies owned by the President, CEO and Director   210,839     11,243  
Amounts due from related parties   210,839     784,727  
Net amount due from (to) related parties $  (196,802 ) $  571,632  

NOTE 6 – PROPERTY AND EQUIPMENT

                      Effect of        
    December                 Foreign     June  
    31, 2014     Additions     Depreciation       Exchange     30, 2015  
   $                          
Land   33,155   $  -   $  -   $  (2,599 ) $  30,556  
Buildings   68,588     -     (4,083 )   (3,773 )   60,732  
Vehicles   51,395     -     (9,882 )   (2,199 )   39,314  
Computer hardware   254     -     (244 )   24     34  
Furniture and fixtures   1,931     -     (1,245 )   79     765  
Ventilators   -     1,269,915     -     -     1,269,915  
Total property and equipment $  155,323   $  1,269,915   $  (15,454 ) $  (8,468 ) $ 1,401,316  


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 $122,672). The loan bears interest at 4.8% per annum, due in November 2018 and is secured by their principal executive office.

NOTE 7 - 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 8 - SUBSEQUENT EVENTS

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 and for total proceeds of EUR 80,000 to be used as general working capital.

On January 8, 2016, the Company entered into a consulting agreement with its CFO, with a term of 1 year, expiring on December 31, 2016. As per the agreement, the Company will pay EUR 4,000 per month, payable on the 1st day of each month. Additionally, the CFO will receive stock options for 1,000,000 vested shares with an expiry date of 2 years, at USD $0.20 per share, which were granted on January 8, 2016.

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.

On March 3, 2016, the Company entered into a loan agreement for $30,000 with its CFO. The loan is due on demand, unsecured and non-interest bearing.

On April 28, 2016, the Company completed a private placement and issued 890,000 shares at EUR 0.056 per share for gross proceeds of EUR 50,000.


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 June 30, 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 $37,741 (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. Adzemovic’s 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 company’s 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.


On April 28, 2016, we completed a private placement and issued 890,000 shares at 0.056 EUR per share for gross proceeds of 50,000 EUR.

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.

On March 3, 2016, our company entered into a loan agreement with Leon Nowek, our Chief Financial Officer. Pursuant to this loan agreement, our company received $30,000 that is due on demand of Mr. Nowek and carries no interest. These funds are to be used for our general working capital.

Results of Operations for the Three and Six Months Ended June 30, 2015

Our operating results for the three and six month period ended June 30, 2015 are summarized in the table below.

    Three Months     Six Months  
    Ended June 30,     Ended June 30,  
    2015     2015  
             
Revenue from services $  2,346,320   $  3,707,154  
Cost of sales   (1,825,136 )   (2,963,641 )
Net revenue   521,184     743,513  
             
Operating expenses            
           Administrative fees   9,000     18,000  
           Advertising fees   7,799     7,799  
           Audit and accounting fees   51,876     67,679  
           Automobile expenses   3,014     3,014  
           Depreciation   9,528     15,454  
           Facility rent and maintenance costs   3,865     4,502  
           Foreign exchange   2,237     (1,116 )
           Legal fees   51,584     77,617  
           Other operating expenses   63,677     64,041  
           Regulatory fees   4,188     7,476  
Total operating expenses   206,768     264,466  
Net income before taxes and interest   314,416     479,047  
           Other income or expenses   (681 )   2,996  
           Provision for income tax   147,948     201,215  
Net Income $  165,787   $  280,828  

Revenues

Our revenue during the three month period ended June 30, 2015 was $2,346,320 and was generated from the medical in-home care services we provide in Germany. The cost of providing the services amounted to $1,825,136 and resulted in overall net revenue from services of $521,184.


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 June 30, 2014.

Operating Expenses

We recorded $206,768 in operating expenses during the three months ended June 30, 2015. These expenses were primarily attributable to audit and accounting fees, legal and administrative fees, advertising 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 June 30, 2015 was $165,787. We did not record any income or loss during the three month period ended June 30, 2014, as GmbH did not have any operations during the comparable period.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

    As at     As at        
    June 30,     December 31,     Percentage  
    2015     2014     Change  
Current assets $  1,192,762   $  797,749     49.5%  
Current liabilities   1,664,734     834,745     99.4%  
Working capital (deficit) $  (471,972 ) $  (36,996 )   (1175.7% )

As of June 30, 2015, we had a cash balance of $61,569, a working deficit of $471,972 and cash flows generated from our operations of $179,390 for the six month period then ended.

Cash Flows

    Six Months Ended  
    June 30,  
    2015  
Cash flows generated by operating activities $  179,390  
Cash flows used in financing activities   (100,310 )
Cash flows provided by investing activities   748  
Effects of foreign currency exchange on cash   (18,259 )
Net increase in cash during the period $  61,569  

Cash Flows Generated by Operating Activities

During the six month period ended June 30, 2015, we have generated $179,390 from our operating activities. This cash was generated from net cash income of $280,828 we realized during the period and $203,364 increase in income taxes payable. These changes were offset in part by increases in our accounts receivable and prepaid expenses of $363,438 and $12,026, respectively, and by $124,708 increase in receivables from MI GmbH, pursuant to our cooperation agreement dated July 1, 2014.


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 six month period ended June 30, 2015, we used $100,310 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 June 30, 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 Commission’s rules and forms.

During the six months ended June 30, 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.

On April 28, 2016, our company completed a private placement with two subscribers. The private placement was for an aggregate of 890,000 common shares of our company (each, a “Share”) at a price of $0.056 EUR per Share.

On April 28, 2016, we issued an aggregate of 890,000 Shares. The securities were issued in connection with the private placement on April 28, 2016. We issued the securities to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

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 company’s 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 company’s 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 (incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on June 26, 2015).
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).
10.9 Form of Loan Agreement between our company and Leon Nowek (incorporated by reference to



  our Current Report on Form 8-K filed with the SEC on March 17, 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 company’s 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 company’s 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
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32) Section 1350 Certifications
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(101) Interactive Data File (Form 10-Q for the three months ended June 30, 2015 furnished in XBRL).
101.INS XBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.

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: June 3, 2016 By: /s/Orhan Karahodza
   
  Dr. Orhan Karahodza
  President, Secretary, Treasurer, Chief Executive
  Officer and Director
  (Principal Executive Officer)
   
  By: /s/Leon Nowek
  Leon Nowek
  Chief Financial Officer
  (Principal Accounting Officer)