Nevada
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37-1793037
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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187 E. Warm Springs Road, Suite B273
Las Vegas, NV 89119
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Page
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||
PART I FINANCIAL INFORMATION
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||
Item 1
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Consolidted Financial Statements (Unaudited)
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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6
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Item 4.
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Controls and Procedures
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6
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PART II OTHER INFORMATION
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||
Item 1
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Legal Proceedings
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7
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Item 1A
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Risk Factors
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7
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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7
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Item 3
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Defaults Upon Senior Securities
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7
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Item 4
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Mine Safety Disclosures
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7
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Item 5
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Other Information
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7
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Item 6
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Exhibits
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7
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Signatures
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8
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Page
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Unaudited Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015
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F-1
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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2016 and 2015
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F-2
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Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015
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F-3
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Notes to the Unaudited Condensed Consolidated Financial Statements
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F-4 to F-9
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September 30, 2016
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December 31, 2015
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash and cash equivalents
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$
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233,810
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$
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316,603
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||||
Accounts receivable
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462,962
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263,817
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||||||
Other receivables
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-
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69,000
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||||||
Prepaid expenses and deposits
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274,861
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193,723
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||||||
Inventory
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108,776
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84,167
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||||||
Total Current Assets
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1,080,409
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927,310
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||||||
Property and equipment, net
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1,247,498
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993,968
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||||||
TOTAL ASSETS
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$
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2,327,907
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$
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1,921,278
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$
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674,255
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$
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470,073
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||||
Accrued and other payables
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73,112
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114,191
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||||||
Due to related parties
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1,081,721
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1,003,296
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||||||
Capital lease obligations - current
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46,059
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212,570
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||||||
Total Current Liabilities
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1,875,147
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1,800,130
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||||||
Capital lease obligations
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182,110
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175,343
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||||||
TOTAL LIABILITIES
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2,057,257
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1,975,473
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||||||
COMMITMENTS AND CONTINGENCIES (NOTE 6)
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||||||||
STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
Common stock, $0.001 par value; 500,000,000 shares authorized,
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||||||||
3,697,000 and 3,000,000 shares issued and outstanding, respectively
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3,697
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3,000
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||||||
Additional paid-in capital
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867,424
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171,121
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||||||
Accumulated deficit
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(644,307
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)
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(241,690
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)
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||||
Accumulated other comprehensive loss
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43,836
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13,374
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||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
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270,650
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(54,195
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)
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|||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$
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2,327,907
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$
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1,921,278
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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|||||||||||||||
2016
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2015
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2016
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2015
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|||||||||||||
DENTAL SERVICE REVENUE
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$
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1,814,768
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$
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1,462,510
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$
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4,949,986
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$
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3,463,009
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||||||||
COST OF SERVICES
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1,598,219
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1,078,175
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4,193,785
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2,644,412
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||||||||||||
GROSS PROFIT
|
216,549
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384,335
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756,201
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818,597
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||||||||||||
OPERATING EXPENSES
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||||||||||||||||
Rental
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203,131
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190,253
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578,886
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368,060
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||||||||||||
Professional fees
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106,147
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66,411
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252,460
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196,991
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||||||||||||
General and administrative
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59,447
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41,698
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207,997
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101,670
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||||||||||||
Depreciation
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58,662
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44,320
|
151,054
|
96,051
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||||||||||||
Staff costs
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32,689
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22,985
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82,225
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61,164
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||||||||||||
Total Operating Expenses
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460,076
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365,667
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1,272,622
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823,936
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||||||||||||
INCOME (LOSS) FROM OPERATIONS
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(243,527
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)
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18,668
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(516,421
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)
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(5,339
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)
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|||||||||
OTHER INCOME/(EXPENSE)
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||||||||||||||||
Other income
|
71,568
|
22,279
|
120,099
|
28,356
|
||||||||||||
Interest expense
|
(2,050
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)
|
(1,729
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)
|
(6,295
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)
|
(3,702
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)
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||||||||
69,518
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20,550
|
113,804
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24,654
|
|||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
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(174,009
|
)
|
39,218
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(402,617
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)
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19,315
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||||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS
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$ |
(174,009
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)
|
$ |
39,218
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$
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(402,617
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)
|
$
|
19,315
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||||||
OTHER COMPREHENSIVE INCOME (LOSS)
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||||||||||||||||
Foreign currency translation adjustments
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(7,081
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)
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4,859
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30,462
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7,987
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|||||||||||
TOTAL COMPREHENSIVE INCOME (LOSS)
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$ |
(181,090
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)
|
$ |
44,077
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$
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(372,155
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)
|
$
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27,302
|
||||||
Basic and Diluted Loss per Common Share
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$ |
(0.01
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)
|
$ |
0.01
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$
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(0.11
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)
|
$
|
0.01
|
||||||
Basic and Diluted Weighted Average Common Shares Outstanding
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3,697,000
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3,000,000
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3,628,318
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3,000,000
|
Nine Months Ended
September 30,
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||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
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$
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(402,617
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)
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$
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19,315
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|||
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
||||||||
Depreciation
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396,123
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249,231
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||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(191,145
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)
|
45,236
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|||||
Other receivables
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69,000
|
-
|
||||||
Prepaid expenses and deposits
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(81,138
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)
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(61,835
|
)
|
||||
Inventory
|
(24,609
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)
|
(27,005
|
)
|
||||
Accounts payable
|
204,182
|
228,348
|
||||||
Accrued and other payables
|
(41,079
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)
|
(13,245
|
)
|
||||
Unearned revenue
|
-
|
2,952
|
||||||
Net cash provided by (used in) operating activities
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(71,283
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)
|
442,997
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchases of property and equipment
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(622,437
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)
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(462,448
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)
|
||||
Net cash used in investing activities
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(622,437
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)
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(462,448
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)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Issuance of shares
|
697,000
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-
|
||||||
Proceeds (repayment) from or due to related parties
|
78,425
|
439,957
|
||||||
Repayment of capital lease obligations
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(159,743
|
)
|
(101,295
|
)
|
||||
Net cash provided by financing activities
|
615,682
|
338,662
|
||||||
Effects on changes in foreign exchange rate
|
(4,755
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)
|
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
|
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
|
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
|
2016
|
$
|
225,248
|
||
2017
|
847,110
|
|||
2018
|
489,900
|
|||
2019
|
113,175
|
|||
$
|
1,675,433
|
Dated: November 18, 2016
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MEDICO INTERNATIONAL INC.
|
By: /s/ Dr. Daniel Liew
Dr. Daniel Liew, Chief Executive Officer and Director (Principal Executive Officer)
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MEDICO INTERNATIONAL INC.
|
|
Dated: November 18, 2016
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By: /s/ Liew Min Hin
Liew Min Hin, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 18, 2016 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Medico International Inc. | |
Entity Central Index Key | 0001658432 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,697,000 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,697,000 | 3,000,000 |
Common stock, shares outstanding | 3,697,000 | 3,000,000 |
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Income Statement [Abstract] | ||||
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) |
Total other income/(expense) | 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 |
Nature of Operations |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Nature of Operations [Abstract] | |
Nature of Operations | 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.
|
Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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.
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.
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.
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.
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Going Concern |
9 Months Ended |
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Sep. 30, 2016 | |
Going Concern [Abstract] | |
Going Concern | 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. |
Property and Equipment |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Note 4: Property and Equipment
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.
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Capital Leases |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Capital Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Capital Leases | 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:
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Commitments and Contingencies |
9 Months Ended | |||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||
Commitments and Contingencies | 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:
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Related Party Transactions |
9 Months Ended |
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Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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.
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Common Stock |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Common Stock [Abstract] | |
Common Stock | 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. |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
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Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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. |
Use of Estimates | 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.
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Cash and Cash Equivalents | 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 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 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
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.
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Impairment or Disposal of Long-Lived Assets | 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. |
Fair Value of Financial Instruments Estimates | 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 | 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 | 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 | 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 Advertising costs are expensed as incurred. Advertising costs were immaterial for the nine months ended September 30, 2016 and 2015, respectively. |
Income Taxes | 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. |
Recent Accounting Pronouncements | 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.
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Property and Equipment (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of property and equipment |
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Capital Leases (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Capital Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum lease payments under finance leases |
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Commitments and Contingencies (Tables) |
9 Months Ended | |||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||
Schedule of future aggregate minimum lease payments |
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Nature of Operations (Details) |
1 Months Ended | |||
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Sep. 19, 2015
shares
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Sep. 30, 2016
Clinic
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Dec. 31, 2015
Clinic
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Jan. 31, 2014
Clinic
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Smile Central [Member] | ||||
Nature of Operations (Textual) | ||||
Number of dental clinics owned in Singapore | 5 | |||
Number of dental clinics launched | 3 | |||
Number of additional dental clinics opened | 2 | |||
Eminent Healthcare Pte. Ltd. [Member] | Liew Min Hin [Member] | ||||
Nature of Operations (Textual) | ||||
Ownership percentage | 100.00% | |||
Share Exchange Agreement [Member] | Smile Central [Member] | ||||
Nature of Operations (Textual) | ||||
Number of common stock issued | shares | 3,000,000 | |||
Share Exchange Agreement [Member] | Eminent Healthcare Pte. Ltd. [Member] | ||||
Nature of Operations (Textual) | ||||
Ownership percentage | 30.00% | |||
Share Exchange Agreement [Member] | Multi Care Pte. Ltd. [Member] | ||||
Nature of Operations (Textual) | ||||
Ownership percentage | 70.00% |
Going Concern (Details) - USD ($) |
9 Months Ended | |
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Sep. 30, 2016 |
Dec. 31, 2015 |
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Going Concern (Textual) | ||
Accumulated deficit | $ (644,307) | $ (241,690) |
Working capital deficiency | $ 794,738 |
Property and Equipment (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,036,357 | $ 1,448,684 |
Less accumulated depreciation | (788,859) | (454,716) |
Property and equipment, net | 1,247,498 | 993,968 |
Dental equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,090,946 | 835,949 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 844,031 | 525,341 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 72,030 | 60,190 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,857 | 20,539 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,371 | 6,135 |
Furniture and fittings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,122 | $ 530 |
Property and Equipment (Details Textual) - USD ($) |
9 Months Ended | |
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Sep. 30, 2016 |
Sep. 30, 2015 |
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Property and Equipment (Textual) | ||
Depreciation expense | $ 396,123 | $ 249,231 |
Cost of services [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 245,000 | 153,000 |
Operating expenses [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | $ 151,000 | $ 96,000 |
Capital Leases (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Capital Leases [Abstract] | ||
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 | $ 212,570 |
Capital lease obligation, long-term portion | $ 182,110 | $ 175,343 |
Capital Leases (Details Textual) |
9 Months Ended |
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Sep. 30, 2016 | |
Minimum [Member] | |
Capital Leases (Textual) | |
Capital leases, term of contract | 3 years |
Capital leases, annual interest rate | 3.00% |
Maximum [Member] | |
Capital Leases (Textual) | |
Capital leases, term of contract | 5 years |
Capital leases, annual interest rate | 7.00% |
Commitments and Contingencies (Details) |
Sep. 30, 2016
USD ($)
|
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Commitments and Contingencies [Abstract] | |
2016 | $ 225,248 |
2017 | 847,110 |
2018 | 489,900 |
2019 | 113,175 |
Operating leases, future minimum payments due | $ 1,675,433 |
Commitments and Contingencies (Details Textual) - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Commitments and Contingencies (Textual) | ||||
Rent expenses | $ 203,131 | $ 190,253 | $ 578,886 | $ 368,060 |
Related Party Transactions (Details) - USD ($) |
9 Months Ended | ||
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Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
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Related Parties Transactions (Textual) | |||
Amount repaid from various officers | $ 78,425 | $ 439,957 | |
Due to related parties | $ 1,081,721 | $ 1,003,296 |
Common Stock (Details) |
9 Months Ended |
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Sep. 30, 2016
USD ($)
$ / shares
shares
| |
Common Stock (Textual) | |
Number of shares issued in connection with registration statement | shares | 697,000 |
Value of shares issued in connection with registration statement | $ | $ 697,000 |
Price per share | $ / shares | $ 1.00 |
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