Medico International Inc. - FORM 10-Q

Attached files

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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 September 30, 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 November 18, 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	Consolidted 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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying interim condensed 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 condensed 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 Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015	F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2016 and 2015	F-2
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015	F-3
Notes to the Unaudited Condensed Consolidated Financial Statements	F-4 to F-9

MEDICO INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			December 31, 2015
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	233,810		$	316,603
Accounts receivable		462,962			263,817
Other receivables		-			69,000
Prepaid expenses and deposits		274,861			193,723
Inventory		108,776			84,167
Total Current Assets		1,080,409			927,310

Property and equipment, net		1,247,498			993,968

TOTAL ASSETS	$	2,327,907		$	1,921,278

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	674,255		$	470,073
Accrued and other payables		73,112			114,191
Due to related parties		1,081,721			1,003,296
Capital lease obligations - current		46,059			212,570
Total Current Liabilities		1,875,147			1,800,130
Capital lease obligations		182,110			175,343
TOTAL LIABILITIES		2,057,257			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		(644,307	)		(241,690	)
Accumulated other comprehensive loss		43,836			13,374
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		270,650			(54,195	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,327,907		$	1,921,278

See the notes to the unaudited condensed consolidated financial statements

F-1

MEDICO INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

DENTAL SERVICE REVENUE	$	1,814,768		$	1,462,510		$	4,949,986		$	3,463,009
COST OF SERVICES		1,598,219			1,078,175			4,193,785			2,644,412
GROSS PROFIT		216,549			384,335			756,201			818,597

OPERATING EXPENSES
Rental		203,131			190,253			578,886			368,060
Professional fees		106,147			66,411			252,460			196,991
General and administrative		59,447			41,698			207,997			101,670
Depreciation		58,662			44,320			151,054			96,051
Staff costs		32,689			22,985			82,225			61,164
Total Operating Expenses		460,076			365,667			1,272,622			823,936

INCOME (LOSS) FROM OPERATIONS		(243,527	)		18,668			(516,421	)		(5,339	)

OTHER INCOME/(EXPENSE)
Other income		71,568			22,279			120,099			28,356
Interest expense		(2,050	)		(1,729	)		(6,295	)		(3,702	)
		69,518			20,550			113,804			24,654

INCOME (LOSS) BEFORE INCOME TAXES		(174,009	)		39,218			(402,617	)		19,315
Provision for income taxes		-			-			-			-

NET LOSS	$	(174,009	)	$	39,218		$	(402,617	)	$	19,315

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(7,081	)		4,859			30,462			7,987
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(181,090	)	$	44,077		$	(372,155	)	$	27,302

Basic and Diluted Loss per Common Share	$	(0.01	)	$	0.01		$	(0.11	)	$	0.01
Basic and Diluted Weighted Average Common Shares Outstanding		3,697,000			3,000,000			3,628,318			3,000,000

See the notes to the unaudited condensed consolidated financial statements

F-2

MEDICO INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(402,617	)	$	19,315
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		396,123			249,231
Changes in operating assets and liabilities:
Accounts receivable		(191,145	)		45,236
Other receivables		69,000			-
Prepaid expenses and deposits		(81,138	)		(61,835	)
Inventory		(24,609	)		(27,005	)
Accounts payable		204,182			228,348
Accrued and other payables		(41,079	)		(13,245	)
Unearned revenue		-			2,952
Net cash provided by (used in) operating activities		(71,283	)		442,997

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(622,437	)		(462,448	)
Net cash used in investing activities		(622,437	)		(462,448	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares		697,000			-
Proceeds (repayment) from or due to related parties		78,425			439,957
Repayment of capital lease obligations		(159,743	)		(101,295	)
Net cash provided by financing activities		615,682			338,662

Effects on changes in foreign exchange rate		(4,755	)		7,987

Net increase in cash and cash equivalents		(82,793	)		327,198
Cash and cash equivalents - beginning of period		316,603			111,599
Cash and cash equivalents - end of period	$	233,810		$	438,797

Supplemental Cash Flow Disclosures
Cash paid for interest	$	6,295		$	3,702
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity
Equipment acquired under capital lease obligation	$	-		$	250,664
Share exchange		-			71,350

See the notes to the unaudited condensed consolidated financial statements

F-3

MEDICO INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED 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. As part of this plan we have opened an additional clinic during fiscal 2016.

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 condensed 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 nine months ended September 30, 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 condensed 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 CONDENSED 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 September 30, 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 September 30, 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 computer are 1 ~ 3 years, useful lives for dental equipment, furniture and fittings, and office equipment are 3 ~ 5 years and useful lives for renovations are the lessor of 3 years or the lease term.

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 September 30, 2016 and 2015.

F-5

MEDICO INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED 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 nine months ended September 30, 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2: Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230): Statement of Cash Flows” (“ASU 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for fiscal years and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements.

In June 2016, the FASB issued 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 the Company’s 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. This standard is not expected to have a material impact on the Company’s financial position, results of operations or statement of cash flows upon adoption.

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. This standard is not expected to have a material impact on the Company’s financial position, results of operations or statement of cash flows upon adoption.

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. This standard is not expected to have a material impact on the Company’s financial position, results of operations or statement of cash flows upon adoption.

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.

F-7

MEDICO INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3: Going Concern

These condensed 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 September 30, 2016, the Company has accumulated deficit of $644,307 since inception and has a working capital deficiency of $794,738.

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 condensed 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.

Note 4: Property and Equipment

	September 30, 2016			December 31, 2015
Dental equipment	$	1,090,946		$	835,949
Renovation		844,031			525,341
Computer		72,030			60,190
Office equipment		19,857			20,539
Lab equipment		6,371			6,135
Furniture and fittings		3,122			530
		2,036,357			1,448,684
Less accumulated depreciation		(788,859	)		(454,716	)
	$	1,247,498		$	993,968

Depreciation expense of approximately $396,000 and $249,000 was recorded by the Company for the nine months ended September 30, 2016 and 2015, respectively. Approximately $245,000 and $153,000 is included in the cost of services and approximately $151,000 and $96,000 is included in operating expenses on the Company’s condensed consolidated statements of operations for the nine months ended September 30, 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 rates vary from 3% to 7%.

As of September 30, 2016, the future minimum lease payments under finance leases are as follows:

2016	$	47,830
2017		134,035
2018		51,316
2019		5,248
Total		238,429
Amount representing interest payments		(10,260	)
Present value of future minimum payments		228,169
Capital lease obligation, current portion		46,059
Capital lease obligation, long-term portion	$	182,110

F-8

MEDICO INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2016, the Company is not aware of any contingent liabilities that should be reflected in the condensed consolidated financial statements.

The Company leases space for its dental clinics under non-cancelable operating leases. During the nine months ended September 30, 2016 and 2015, the Company paid rent expenses of $578,886 and $368,060, respectively.

As of September 30, 2016, the approximate future aggregate minimum lease payments under the non-cancellable operating leases were as follows:

2016	$	225,248
2017		847,110
2018		489,900
2019		113,175
	$	1,675,433

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 nine months ended September 30, 2016, the Company received advances of a net amount of $78,425 from various officers. As of September 30, 2016 and December 31, 2015, the Company was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $1,081,721 and $1,003,296, respectively.

Note 8: Common Stock

During the nine months ended September 30, 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.

F-9

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'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 September 30, 2016, compared to Three Month Period Ended September 30, 2015

Revenues

During the quarter ended September 30, 2016, we had revenue of $1,814,768, compared to $1,462,510 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 September 30, 2016, our cost of services were $1,598,219 compared to $1,078,175 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. A substantive increase to salary costs, effectively doubling our prior costs, is responsible for the significant decrease in gross margin period over period.

Rental Expense

Rental expenses for the quarter ended September 30, 2016 were $203,131 compared to $190,253 for the same period in the prior year. The increase in rental expense is directly attributable to the addition of operating clinics.

Professional Fees

For the quarter ended September 30, 2016, our professional fees were $106,147 compared to $66,411 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 September 30, 2016 were $59,447 compared to $41,698 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 September 30, 2016, our depreciation expense was $58,662 compared to $44,320 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 September 30, 2016 were $32,689 compared to $22,985 for the same period in the prior year. Staff costs remained relatively constant over the comparative periods. Staff costs relate only to administrative staff including secretarial positions and back office administration.

Nine Month Period Ended September 30, 2016, compared to Nine Month Period Ended September 30, 2015

Revenues

During the nine months ended September 30, 2016, we had revenue of $4,949,986, compared to $3,463,009 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

During the nine months ended September 30, 2016, our cost of services were $4,193,785 compared to $2,644,412 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. A substantive increase to salary costs, effectively doubling our prior costs, is responsible for the significant decrease in gross margin period over period.

Rental Expense

Rental expenses for the nine months ended September 30, 2016 were $578,886 compared to $368,060 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.

Professional Fees

For the nine months ended September 30, 2016, our professional fees were $252,460 compared to $196,991 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 nine-month period.

General and Administrative Expenses

Our general and administrative expenses for the six months ended September 30, 2016 were $207,997 compared to $101,670 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 nine months as we opened additional operating clinics.

Depreciation

For the nine months ended September 30, 2016, our depreciation expense was $151,054 compared to $96,051 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 nine months ended September 30, 2016 were $82,225 compared to $61,164 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. Staff costs remained relatively constant over the comparative periods. Staff costs relate only to administrative staff including secretarial positions and back office administration.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2016, the Company had cash and cash equivalents of $233,810 and working capital deficit of $794,738.

For the nine months ended September 30, 2016, we had net cash used in operating activities of $71,283 as a result of a net loss of $402,617 that includes, depreciation of $396,123, an increase in accounts receivable of $191,145, a decrease in other receivables of $69,000, an increase in prepaid expenses and deposits of $81,138, an increase in inventory of $24,609, an increase in accounts payable of $204,182, and a decrease in accrued and other payables of $41,079.

Net cash used in investing activities of $622,437 for the nine months ended September 30, 2016 was due to purchases of property and equipment.

For the nine months ended September 30, 2016, we had net cash provided by financing activities of $615,682 as a result of proceeds of the sale of common shares of $697,000 through the Company’s initial public offering, proceeds from related parties of $78,425, and repayment of capital lease obligations of $159,743.

Stockholder' deficit totaling $54,195 as of December 31, 2015 became Stockholders' equity of $270,650 as of the period ended September 30, 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.

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 September 30, 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 September 30, 2016, that has materially affected, or is 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

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.

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: November 18, 2016	MEDICO INTERNATIONAL INC.
	By: /s/ Dr. Daniel Liew Dr. Daniel Liew, Chief Executive Officer and Director (Principal Executive Officer)


	MEDICO INTERNATIONAL INC.
Dated: November 18, 2016	By: /s/ Liew Min Hin Liew Min Hin, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

Medico International Inc. - FORM 10-Q - November 18, 2016

Attached files

Medico International Inc. Reports