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EX-32.2 - CERTIFICATION - Medico International Inc.ex322.htm
EX-32.1 - CERTIFICATION - Medico International Inc.ex321.htm
EX-31.2 - CERTIFICATION - Medico International Inc.ex312.htm
EX-31.1 - CERTIFICATION - Medico International Inc.ex311.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2016

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from

333-208050
Commission File Number

MEDICO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
 Nevada
 37-1793037 
(State or other jurisdiction of incorporation or organization)    
(I.R.S. Employer Identification No.)
   
187 E. Warm Springs Road, Suite B273
Las Vegas, NV 89119
(Address of principal executive offices)

(602) 320-4899
 (Registrant’s telephone number, including area code)
 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. [X] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
 
Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)
 
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      [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [  ] Yes  [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of September 16, 2016, Medico International Inc. had 3,697,000 shares of common stock issued and outstanding.


 
 

 

 
TABLE OF CONTENTS



      Page
PART I FINANCIAL INFORMATION
 
Item 1
Consolidated Financial Statements (Unaudited)
  3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  4
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  6
Item 4.
Controls and Procedures
  6
PART II OTHER INFORMATION
 
Item 1
Legal Proceedings
  7
Item 1A
Risk Factors
  7
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  7
Item 3
Defaults Upon Senior Securities
  7
Item 4
Mine Safety Disclosures
  7
Item 5
Other Information
  7
Item 6
Exhibits
  7
 
Signatures
  8


 
2

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying interim consolidated financial statements of Medico International Inc. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
 
 
Page
Unaudited Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015
F-1
Unaudited Consolidated Statements of Operations and Comprehensive Loss for three months ended March 31, 2016 and 2015
F-2
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015
F-3
Notes to the Unaudited Consolidated Financial Statements
F-4 to F-9


 
3

 

MEDICO INTERNATIONAL INC.
 
CONSOLIDATED BALANCE SHEETS
 

   
March 31, 2016
   
December 31, 2015
 
   
(Unaudited)
   
(Audited)
 
 ASSETS
           
 Current Assets
           
    Cash and cash equivalents
 
$
417,207
   
$
316,603
 
    Accounts receivable
   
318,043
     
263,817
 
    Other receivables
   
-
     
69,000
 
    Prepaid expenses and deposits
   
300,225
     
193,723
 
    Inventory
   
82,787
     
84,167
 
       Total Current Assets
   
1,118,262
     
927,310
 
 Property and equipment, net
   
911,347
     
993,968
 
 TOTAL ASSETS
 
$
2,029,609
   
$
1,921,278
 
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT
               
 Current Liabilities
               
    Accounts payable
 
$
498,231
   
$
470,073
 
    Accrued and other payables
   
97,596
     
114,191
 
    Due to related parties
   
614,747
     
1,003,296
 
    Capital lease obligations - current
   
158,131
     
212,570
 
       Total Current Liabilities
   
1,368,705
     
1,800,130
 
 Capital lease obligations
   
183,399
     
175,343
 
 TOTAL LIABILITIES
   
1,552,104
     
1,975,473
 
                 
 COMMITMENTS AND CONTINGENCIES (NOTE 6)
           
 
 
                 
 STOCKHOLDERS’ EQUITY (DEFICIT)
               
 Common stock, $0.001 par value; 500,000,000 shares authorized,
               
    3,697,000 and 3,000,000 shares issued and outstanding, respectively
   
3,697
     
3,000
 
 Additional paid-in capital
   
867,424
     
171,121
 
 Accumulated deficit
   
(440,754
)
   
(241,690
)
 Accumulated other comprehensive loss
   
47,138
     
13,374
 
 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
   
477,505
     
(54,195
)
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
2,029,609
   
$
1,921,278
 
  
 
See the notes to the unaudited consolidated financial statements
 
 
 


 
F-1

 

MEDICO INTERNATIONAL INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 

 

   
Three Months
Ended March 31,
 
   
2016
   
2015
 
             
DENTAL SERVICE REVENUE
 
$
1,373,554
   
$
979,775
 
COST OF SERVICES
   
1,195,720
     
722,012
 
GROSS PROFIT
   
177,834
     
257,763
 
                 
OPERATING EXPENSES
               
Rental
   
191,115
     
70,623
 
Professional fees
   
96,673
     
81,652
 
General and administrative
   
35,545
     
20,415
 
Depreciation
   
43,957
     
22,148
 
Staff costs
   
28,953
     
15,740
 
      Total Operating Expenses
   
396,243
     
210,578
 
                 
PROFIT (LOSS)  FROM OPERATIONS
   
(218,409
)
   
47,185
 
                 
OTHER INCOME/(EXPENSE)
               
Other income
   
21,548
     
2,028
 
Interest expense
   
(2,203
)
   
(917
)
     
19,345
     
1,111
 
                 
PROFIT (LOSS)  BEFORE INCOME TAXES
   
(199,064
)
   
48,296
 
Provision for income taxes
   
-
     
-
 
                 
NET INCOME  (LOSS)
 
$
(199,064
)
 
$
48,296
 
                 
OTHER COMPREHENSIVE INCOME (LOSS)
               
Foreign currency translation adjustments
   
33,764
     
4,838
 
TOTAL COMPREHENSIVE INCOME (LOSS)
 
$
(165,300
)
 
$
53,134
 
                 
Basic and Diluted Loss per Common Share
 
$
(0.06
)
 
$
0.02
 
Basic and Diluted Weighted Average Common Shares Outstanding
   
3,490,198
     
3,000,000
 

 
See the notes to the unaudited consolidated financial statements
 


 
F-2

 

MEDICO INTERNATIONAL INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 

   
Three Months Ended
March 31,
 
   
2016
   
2015
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
 
$
(199,064
)
 
$
48,296
 
Adjustments to reconcile net loss to net cash from operating activities:
               
   Bad debt
   
-
         
   Depreciation
   
123,883
     
53,342
 
Changes in operating assets and liabilities:
               
   Accounts receivable
   
(54,226
)
   
81,238
 
   Other receivables
   
69,000
     
-
 
   Prepaid expenses and deposits
   
(106,502
)
   
4,693
 
   Inventory
   
1,380
     
513
 
   Accounts payable
   
28,158
     
41,177
 
   Accrued and other payables
   
(16,595
)
   
35,792
 
Net cash provided by (used in) operating activities
   
(153,966
)
   
265,051
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
   Purchases of property and equipment
   
-
     
(32,386
)
Net cash used in investing activities
   
-
     
(32,386
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Issuance of shares
   
697,000
     
-
 
Repayment of due to related parties
   
(388,549
)
   
(64,450
)
Repayment of capital lease obligations
   
(46,383
)
   
(33,950
)
Net cash provided by (used in)  financing activities
   
262,068
     
(98,400
)
                 
Effects on changes in foreign exchange rate
   
(7,498
)
   
6,666
 
                 
Net increase in cash and cash equivalents
   
100,604
     
140,931
 
Cash and cash equivalents - beginning of period
   
316,603
     
111,599
 
Cash and cash equivalents - end of period
 
$
417,207
   
$
252,530
 
                 
Supplemental Cash Flow Disclosures
               
   Cash paid for interest
 
$
2,203
   
$
917
 
   Cash paid for income taxes
 
$
-
   
$
-
 
Non-Cash Investing and Financing Activity                
   Equipment acquried under capital lease obligation   $  -     $  -  

 
See the notes to the unaudited consolidated financial statements
 
 
 

 
F-3

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Nature of Operations

Medico International Inc. (the “Company” or “Medico”), a Nevada corporation, was formed by the owners and principals of Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), for the purpose of acting as the holding company for Smile Central and penetrating the U.S. financial markets. Smile Central owns five (5) dental clinics operating in Singapore. Smile Central’s operations were launched in January 2014 with three (3) clinics and in 2015, an additional two (2) clinics were opened. Smile Central plans to continue to expand its operations and create additional clinics in Singapore.

On September 19, 2015, the Company issued a total of 3,000,000 shares of common stock pursuant to the Share Exchange Agreement entered into among Medico, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. Pursuant to the Share Exchange Agreement, the Company agreed to issue 3,000,000 shares of its common stock in exchange for all of the issued and outstanding shares of capital stock of Smile Central, 30% of which was owned by Eminent Healthcare Pte. Ltd. and 70% of which was owned by Multi Care Pte. Ltd. The Company’s CFO, Liew Min Hin, owns 100% of Eminent Healthcare Pte. Ltd. The shares were issued pursuant to Section 4(2) of the Securities Act of 1993 (“Securities Act”) and are restricted shares as defined in the Securities Act.

Financial Statements Presented

The accompanying unaudited consolidated  financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on April 18, 2016.

Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") on the accrual basis of accounting.  The consolidated financials consist of Medico International Inc. and its 7 subsidiaries, Smile Central Dental Group (the “Group”) consists of five entities under common control: Smile Central Dental Aljunied Ptd Ld.; Smile Central Dental Hougang Ptd Ltd.;  Smile Central Dental Hougang Central Pte Ltd;  Smile Central Dental Jurong Ptd Ltd.; Smile Central Dental Toa Payoh Ptd Ltd.; Smile More Holdings Ptd Ltd. and, Smile Central Dental Centre Pte Ltd. All significant inter-company accounts and transactions have been eliminated in consolidation.
 
Functional Currency

The Company's functional currency is the Singapore Dollar and reporting currency is the U.S. dollar. All transactions initiated in Singapore Dollars are translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830-30, "Translation of Financial Statements," as follows:

i)              Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)             Equity at historical rates.
iii)            Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.

 
F-4

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 2: Summary of Significant Accounting Policies (continued)


Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents consists of cash and all highly liquid investments with a maturity of three months or less.

The Company maintains its cash accounts primarily with banks located in Singapore and they are all denominated in Singapore dollar.

Accounts Receivable

Accounts receivable consist primarily of receivables from provided services. Management determines the allowance for doubtful accounts based on customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. On a continuing basis, management analyzes delinquent receivables, and once these receivables are determined to be uncollectible, they are written off against an existing allowance account. As of March 31, 2016 and December 31, 2015 the Company has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible.

Inventories

Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual cost, on a first-in, first-out basis.  Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of March 31, 2016 and December 31, 2015, the Company determined that no reserve was required.

Property and Equipment

Property and equipment are stated at cost and are depreciated over their estimated useful lives using the straight-line method.  Expenditures for ordinary maintenance and repairs are charged to expense as incurred.  Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the account and any gain or loss is reflected on the consolidated statements of operations.

Estimated useful lives for computers are 1 ~ 3 years and useful lives for dental equipment, furniture and fittings, office equipment and renovation are 3 ~ 5 years.

Impairment or Disposal of Long-Lived Assets

The Company evaluates its long-lived assets whenever significant events or changes in circumstances occur that indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset.  No such impairment was indicated at December 31, 2015 and 2014.

 
F-5

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 2: Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments Estimates

The Company’s financial instruments including accounts receivable, accounts payable, accrued and other payables and due to related parties are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Company’s long-term debt approximates its fair value as it bears interest at a floating rate.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk include cash. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit rating and concentration of risk with these financial institutions on a continuing basis to mitigate risk.

Taxes Collected and Remitted to Governmental Authorities

The Company reports taxes collected from customers, which are primarily goods and service tax, on a net basis.

Revenue Recognition

Revenues are recognized when services are rendered, amounts are reliably measurable, and collectability is assured.  Revenue is presented, net of goods and services tax, rebates and discounts.

Advertising

Advertising costs are expensed as incurred.  Advertising costs were immaterial for the three months ended March 31, 2016 and 2015, respectively.

Income Taxes

Current income tax liabilities for current and prior years are recognized at the amounts expected to be paid to the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date.

Deferred income tax assets/liabilities are recognized for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements except when the deferred income tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss.

Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax assets and liabilities are measured at:

(i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and
(ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognized as income or expenses in the consolidated statement of operations.


 
F-6

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 2: Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The new guidance will change how companies account for certain aspects of share-based payments to employees. Under existing accounting guidance, tax benefits and certain tax deficiencies arising from the vesting of share-based payments are recorded in additional paid-in-capital. The new guidance will require such benefits or deficiencies to be recognized as income tax benefits or expenses in the statement of operations.  Companies are required to apply the new guidance prospectively. The new standard is effective for fiscal years beginning after December 15, 2016.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and adoption beginning on January 1, 2019.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

Note 3: Going Concern

These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future.  As of March 31, 2016, the Company has accumulated deficit of $440,754 since inception and has a working capital deficiency of $250,443.

Management's plans include raising capital through the equity markets to fund operations and eventually, generating profit through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 
F-7

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 4: Property and Equipment

   
March 31, 2016
   
December 31, 2015
 
Dental equipment
 
$
874,940
   
$
835,949
 
Renovation
   
550,081
     
525,341
 
Computer
   
63,530
     
60,190
 
Office equipment
   
21,647
     
20,539
 
Lab equipment
   
6,416
     
6,135
 
Furniture and fittings
   
733
     
530
 
     
1,517,347
     
1,448,684
 
Less accumulated depreciation
   
(606,000
)
   
(454,716
)
   
$
911,347
   
$
993,968
 

Depreciation expense of approximately $123,883 and $53,342 was recorded by the Company for the three months ended March 31, 2016 and 2015, respectively. Approximately $79,926 and $31,194 is included in the cost of services and approximately $43,957 and $22,148 is included in operating expenses on the Company’s consolidated statements of operations for the three months ended March 31, 2016 and 2015, respectively.

Note 5: Capital Leases

The Company leases dental equipment under non-cancellable capital lease arrangements. The terms of those capital leases vary from 3 to 5 years and annual interest rate vary from 3% to 7%.

As of March 31, 2016, the future minimum lease payments under finance leases are as follows:

2016
 
$
164,000
 
2017
   
135,000
 
2018
   
51,700
 
2019
   
5,300
 
Total
   
356,000
 
Amount representing interest payments
   
(14,470
)
Present value of future minimum payments
   
341,530
 
Capital lease obligation, current portion
   
158,131
 
Capital lease obligation, long-term portion
 
$
183,399
 
 
Note 6: Commitments and Contingencies

During the normal course of business, the Company may be exposed to litigation.  When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB 450-20-50, Contingencies.  The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of March 31, 2016, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

The Company leases space for its dental clinics under non-cancelable operating leases. During the three months ended March 31, 2016 and 2015, the Company paid rent expenses of $191,115 and $70,623, respectively.

As of March 31, 2016, the approximate future aggregate minimum lease payments under the non-cancellable operating leases were as follows:

 
F-8

 

MEDICO INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 6: Commitments and Contingencies (continued)

2016
 
$
545,400
 
2017
   
675,700
 
2018
   
316,000
 
   
$
1,537,100
 

Note 7: Related Party Transactions

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

During the three months ended March 31, 2016, the Company repaid a net amount of $388,549 to reduce advances and loans from various officers. As of March 31, 2016 and December 31, 2015, the Company was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $614,747 and 1,003,296, respectively.

Note 8: Common Stock

During the three months ended March 31, 2016, the Company issued 697,000 shares at $1.00 per share in connection with its registration statement resulting in proceeds of US$697,000.

As at March 31, 2016 and December 31, 2015 the Company had a total of 3,697,000 and 3,000,000 shares issued and outstanding, respectively.
 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Overview
 
Medico International Inc. (the “Company”) was incorporated in the State of Nevada on September 18, 2015.  The Company’s registration statement on Form S-1 was declared effective by the Securities and Exchange Commission on December 22, 2015.

The Company was formed and organized for the purposes of acting as the holding company for Smile More Holding Pte. Ltd., which is a private Singapore corporation (referred to herein as “Smile Central”). Smile Central is a dental company employing the latest techniques in oral care and oral surgery in Singapore. Smile Central has 5 locations in operation.  Smile Central ceased operations at its Hougang Central clinic in September 2015.

Smile Central's business objectives are to improve techniques and achieve the following:

- make the existing treatment more effective;
- decrease the recovery time of patients; and
- reduce the cost of innovative/cutting edge dental procedures.

Smile Central is designed to enhance this market with its small core of eminent dentists, key employees, and strong outsourced partners. Management believes that Smile Central has a business model that is easily scalable to effect rapid growth and expansion.

Smile Central’s business model focuses on recruiting qualified and experienced dentists, supported by well-trained clinic support staff. Our dentists have post-graduate training in the fields of endodontics, orthodontics, periodontics, prosthodontics, paedodontics, oral surgery and implant dentistry. Hence, we are able to carry out procedures ranging from the routine cleaning and filling to the most complex ones involving aesthetics and surgery.

RESULTS OF OPERATIONS

Three Month Period Ended March 31, 2016, compared to Three Month Period Ended March 31, 2015

Revenues

During the quarter ended March 31, 2016, we had revenue of $1,373,554, compared to $979,775 for the same period for the prior year.  Our revenue growth is attributable to the addition of operating clinics during the past twelve months.

Cost of Services

Our cost of services consist of salaries,  lab fees, dental equipment supplies and costs, general overhead costs, including computers and payment processing fees and any other direct costs attributable to the provisions of the dental services offered.   During the quarter ended March 31, 2016, our cost of services were $1,195,720 compared to $722,012 for the same period for the prior year.  The increase in the cost of services is due to the addition of new clinics and the additional overhead and salary costs as a result of the opening of the new clinics.

Rental Expense

Rental expenses for the quarter ended March 31, 2016 were $191,115 compared to $70,623 for the same period in the prior year.  The increase in rental expense is directly attributable to the addition of operating clinics during the most recently completed period.

 
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Professional Fees

For the quarter ended March 31, 2016, our professional fees were $96,673 compared to $81,652 for the same period in the prior year.  Our professional fees consist of fees for legal services, accounting services, audit services, secretarial services and mentoring fees and the increase is primarily due to an increase in legal fees during the most recently completed three month period.
 
General and Administrative Expenses

Our general and administrative expenses for the quarter ended March 31, 2016 were $35,545 compared to $20,415 for the same period in the prior year.  The primary drivers of the increase were increases to utilities, advertising, printing and stationary and insurance over the comparative three months as we opened additional operating clinics.

Depreciation

For the quarter ended March 31, 2016, our depreciation expense was $43,957 compared to $22,148 for the same period in the prior year.  The increase was due to the acquisition of additional equipment over the comparative periods as we expanded our clinic base, and the applicable depreciation charges incurred.
 
Staff Costs

Staff costs for the quarter ended March 31, 2016 were $28,953 compared to $15,740 for the same period in the prior year.  Staff costs increased as a direct result of the addition of operating clinics to our clinic chain.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2016, the Company had cash and cash equivalents of $417,207 and working capital deficit of $250,443.

For the three months ended March 31, 2016, we had net cash used in operating activities of $153,966 primarily as a result of a net loss of $199,064 that includes depreciation of $123,883, an increase in accounts receivable of $54,226, a decrease in other receivables of $69,000, an increase in prepaid expenses and deposits of $106,502, a decrease in inventory of $1,380, an increase in accounts payable of $28,158, a decrease in accrued and other payables of $16,595.

For the three months ended March 31, 2016, we had net cash provided by financing activities of $262,068 as a result of proceeds of the sale of common shares of $697,000 through the Company’s initial public offering, repayment of loans from related parties of $388,549 and repayment of capital lease obligations of $46,383.
 
Stockholder' deficit totaling $54,195 as of December 31, 2015 became Stockholders' equity of $477,505 as at the period ended March 31, 2016 due to the sale of shares of the Company's common stock at $1 per share for a total of $697,000 before offering costs.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any 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 are material to investors.

 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure 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 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, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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

No report required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

No report required.
 
ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.2 Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101 Interactive data files pursuant to Rule 405 of Regulation S-T. 

 
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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.

   
Dated: September 22, 2016
MEDICO INTERNATIONAL INC.
 
By: /s/ Dr. Daniel Liew
Dr. Daniel Liew, Chief Executive Officer and Director (Principal Executive Officer)


   
Dated: September 22, 2016
MEDICO INTERNATIONAL INC.
 
By: /s/ Liew Min Hin
Liew Min Hin, Chief Financial Officer and Director (Principal Financial and Accounting Officer)



 
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