S-1

As filed with the Securities and Exchange Commission on [________________ __], 2015.

Registration No. [___-______]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Medico International Inc.

(Exact name of registrant as specified in its charter)

Nevada	8052	37-1793037
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2885 Sanford Ave SW #35726

Grandville, MI 49418

Telephone: (602) 320-4899

Email: smilecentral22@gmail.com

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 INCSMART.BIZ, INC.

4264 Lady Burton Street

Las Vegas, Nevada 89129

(888) 681-9777

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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. (Check one):

1

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	700,000	$1.00	$700,000.00	70.49

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

2

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to completion dated[________________, 2015]

700,000 Shares

Common Stock

MEDICO INTERNATIONAL INC.

This is the initial public offering of our common stock. We are offering all of the shares offered by this prospectus. We are offering the shares at a price of $1.00per share.

This prospectus relates to our offering of 700,000 new shares of our common stock at a fixed offering price of $1.00 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. We have not made any arrangements to place funds raised in this offering in an escrow, trust or similar account. Any investor who purchases shares in this offering will have no assurance that other purchasers will invest in this offering. Accordingly, if we file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.

The offering is being conducted on a self-underwritten, best efforts basis, which means our officers and directors will attempt to sell the shares with no commission or other remuneration payable to them for any shares they may sell.

There is no established public market for our common stock, and the offering price has been arbitrarily determined. Our common stock is not currently listed or quoted on any quotation service. Although we intend to apply for quotation on the OTCBB or OTCQB through a market maker, there can be no assurance that our common stock will ever be quoted on any quotation service or that any market for our stock will ever develop.

This offering will be open until the earlier of: (i) the maximum amount of shares have been sold; or (ii) nine months from the date of effectiveness of this registration statement of which this prospectus forms a part. We retain the right to extend the offering period beyond nine months. We retain the right to close the offering at any time and there is no minimum offering required for this offering to close.

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. You should carefully consider the matters discussed under the section entitled “Risk Factors” beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

3

	Per Share	Total
Public offering price	$     1.00	$ 700,000.00
Proceeds to us	$     1.00	$ 700,000.00

We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus or any free writing prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.

4

TABLE OF CONTENTS

	Page
Prospectus Summary	6
The Offering	7
Summary Financial Data	8
Risk Factors	9
Information Regarding Forward-Looking Statements	17
Use of Proceeds	18
Dividend Policy	18
Capitalization	19
Dilution	19
Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Business	27
Management and Corporate Governance	33
Executive Compensation	34
Security Ownership of Certain Beneficial Owners and Management	34
Transactions Related Persons, Promoters and Certain Control Persons	36
Description of Capital Stock	36
Shares Eligible for Future Sale	39
Material US Federal Income Tax Consequences to Non-US Holders of Our Common Stock	41
Notice To Prospective Investors	45
Legal Matters	46
Experts	46
Where You Can Find More Information	46
Index to Consolidated Financial Statements	47

For investors outside the United States: we have not taken any action to permit a public offering of the shares of our common stock or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

DEALER PROSPECTUS DELIVERY OBLIGATION

Through and including [__________________], 2015 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

TERMS USED IN THIS PROSPECTUS

Unless the context otherwise requires, in this prospectus, the terms “Medico International Inc.” the “Company,” “we,” “us” and “our” refer to Medico International Inc. and its consolidated subsidiaries as a combined entity.   

5

TRADEMARKS AND TRADE NAMES

This prospectus contains some of our trademarks and trade names. All other trademarks or trade names of any other company appearing in this prospectus belong to their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are sometimes referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data described or referred to throughout this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Prospectus summary

The following summary highlights information appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully. In particular, you should read the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes relating to those statements included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Information Regarding Forward-Looking Statements.”

OVERVIEW

Medico International Inc., a Nevada corporation (“Medico”) was formed by the owners and principals of Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), for the purpose 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.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. These provisions include:

☐ reduced disclosure about our executive compensation arrangements;

6

☐ exemption from the requirement to have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley;

☐ exemption from the requirement to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

☐ no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and

☐ reduced disclosure of financial information in this prospectus, including only two years of audited financial information and two years of selected financial information.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company as of December 31 of a particular year:

☐ if we had gross revenue of $1.0 billion or more in such year;

☐ if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of June 30 in such year;

☐ if at any point in such year, we would have issued more than $1.0 billion of non-convertible debt during the three-year period prior thereto; or

☐ on the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws.

The JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

CORPORATE INFORMATION

We were originally organized as a corporation in the State of Nevada on September 18 2015, and onSeptember 19, 2015, we acquired all of the issued and outstanding shares of Smile More Holdings Pte Ltd., a Singapore corporation (“Smile Central”), which owns and operates five (5) dental clinics in Singapore. Smile Central was owned by two Singaporean corporations. We issued a total of three million (3,000,000) shares of our common stock to the two (2) owners of Smile Central in exchange for all of the shares of Smile Central. One of the Singaporean corporations that was an owner of Smile Central is owned 100% by our Mr. Liew Min Hin, our Chief Financial Officer and one of the members of our Board of Directors.

The Offering

Common stock offered by us 700,000 shares.

7

Common stock outstanding after giving effect to this offering 3,700,000 shares.

Use of proceeds We estimate that the net proceeds from this offering will be $700,000, assuming an initial public offering price of $1.00 per share, which represents the midpoint of the price range set forth on the cover page of this prospectus.

We intend to use the net proceeds from this offering to repay approximately USD$425,000 ($600,000 Singapore Dollars) of debt and $275,000 ($400,000 SGD) for working capital and potential expansion.

See “Use of Proceeds” for more information on how we intend to use the net proceeds from this offering.

Risk factors You should carefully read and consider the information set forth under “Risk Factors” beginning on page 7 of this prospectus and all other information set forth in this prospectus before investing in our common stock.

Listing We intend to list the common stock on OTCQB under the symbol “MOTL.” There is however no assurance that such ticker symbol will be available at that time.

Dividend policy We currently do not intend to pay dividends following this offering. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant. See “Dividend Policy.”

Summary Financial Data

The following table summarizes certain of our financial data. We derived the summary statement of operations data for the year ended December 31, 2014 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary statement of operations data for the six (6) months ended June 30, 2015 and 2014 and the summary consolidated balance sheet data as of June 30, 2015 from our unaudited condensed combined financial statements included elsewhere in this prospectus. We have prepared the unaudited condensed  combined financial statements on the same basis as our audited  combined financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for future interim periods or for the full year. Additionally, historical results are not necessarily indicative of the results expected for any future period.

8

You should read the summary consolidated financial data below together with our consolidated financial statements included elsewhere in this prospectus including the related notes thereto appearing elsewhere in this prospectus, as well as “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this prospectus.

Summary Financial Information

	As of			As of
Balance Sheet Data	December 31, 2014 (audited)			June 30, 2015 (unaudited)
Current Assets	$	634,350			831,866
Total Assets	$	1,253,269			1,742,207
Total Liabilities	$	1,445,938			1,961,642
Total Stockholder’s Deficit	$	(192,669	)		(219,435	)

Statement of Operations	For the Year ended Dec. 31, 2015 (audited)			For the period ended June 30, 2015 (audited)
Revenue	$	2,637,560		$	2,700,245
Loss Before Income Taxes	$	(193,869	)	$	(26,866	)

Risk factors

Any investment in our common stock involves a high degree of risk, including the risks described below. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of our shares could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Information Regarding Forward-Looking Statements.”

RISKS RELATED TO OUR BUSINESS AND OUR FINANCIAL CONDITION

We have a history of losses and may never be profitable.

We have an accumulated deficit totaling SDG$192,669 (USD$145,570), as of December 31, 2014, totaling SGD$219,435 (USD$165,793) as of June 30, 2105 and we are not profitable. To date our operations have not generated sufficient operating cash flows to pay for the expenses we incur on a current basis. We may not be able to successfully keep or grow our businesses or achieve profitability from our operations in the near future or at all.

Among other things, our ability to achieve sustainable profitability is dependent on: 

9

• Successful marketing and sale of our dental services and plan;

• Our ability to acquire or open additional dental practices and operate them profitably;

• Our ability to develop additional services and plans to serve dentists and their patients.

There can be no assurance that we will achieve sustainable profitability.

Our cash reserves are not sufficient to pay the amounts owing on outstanding obligations.

At December 31, 2014, we had SGD$1,310,12 (USD$989,859) in current liabilities and working capital deficit of SGD$675,778 (USD$510,580). We do not have sufficient reserves to pay the amounts owing. As a result, no assurance can be given that the Company will have the resources to repay any or all of its current obligations. The failure of the Company to pay its obligations will have a material adverse effect on the Company, including the possibility of the Company ceasing to conduct operations.

Our net revenue may be adversely affected by changes in the government Medisave program and the Community Health Assist Scheme program or CHAS.

Our clinics are largely dependent upon reimbursements from the Singapore government insurance reimbursement programs known as Medisave and CHAS. The government of Singapore could at any time act to reduce Medisave and/or CHAS reimbursement rates in response to budgetary shortfalls. These reductions would generally are passed on to our practices and negatively affect our revenue and operating results.

Qualification to be able to participate in the Medisave and CHAS reimbursement programs can take up to three (3) months and limits our ability to open new clinics.

Part of our plan to become profitable includes opening additional dental clinics in Singapore. Our ability to quickly open clinics in a desirable location can be hindered by the amount of time that it takes for a new clinic to become qualified by the government to participate in the Medisave and CHAS reimbursement programs, which can take up to three (3) months. This type of delay could give other competing, established dental practices an advantage over us and impede our ability to enter into a given market.

RISKS RELATED TO REGULATORY MATTERS

Our clinics are subject to extensive laws and regulations. If we fail to comply with existing or new laws or regulations, we could suffer civil penalties.

The practice of dentistry is highly regulated. Our operations are subject to extensive laws, regulations, licensing requirements and guidelines set by the Ministry of Health (“MOH”) and the Singapore Dental Council (“SDC”), including regulations pertaining to our operations, the qualifications and conduct of clinical personnel, billing and reimbursement and the privacy and security of protected health information. Although we strive to maintain a legally-compliant business, our operations may not be in compliance with certain laws or regulations, as written or as may be interpreted. Failure to comply with laws and regulations may cause us to incur civil penalties, fines, shutting down of a clinic, revocation of dentist practicing certificate. This would significantly limit our ability to operate our business. In addition, we could be excluded from participating in the Medisave and CHAS reimbursement programs.

10

Guidelines set by MOH can be changed at the MOH’s discretion, which could result in significant cost and potentially loss of time to service patients.

Most of our equipment is subject to guidelines set by the MOH regarding minimum requirements, which can change at the MOH’s discretion. In the event that the MOH’s guidelines are revised, we may be required to replace expensive equipment with new equipment, which would represent a significant new expense incurred by each of our clinics. These changes could occur at any time.

Our business operations could be interrupted by problems with our information systems.

Our business is dependent on information systems for operational processes, financial information and our billing operations. Our information system could be vulnerable to damage or interruption from computer viruses, human error, natural disasters, tele-communications failures, intentional acts of vandalism and similar events. A significant or prolonged interruption in our computer network, data center or software applications could have a material adverse effect on our business, financial condition and results of operations.

A catastrophic event may significantly limit our ability to conduct business as normal.

We operate a complex, geographically dispersed business. Disruption or failure of networks or systems, or injury or damage to personnel or physical infrastructure, caused by a natural disaster, public health crisis, terrorism, cyber attack or other catastrophic event may significantly limit our ability and that of the affiliated practices to conduct business as normal, including our ability to communicate and transact with the affiliated practices, as well as with suppliers and vendors, and the ability of the affiliated practices to provide dental care to patients. We are not be adequately insured for losses and disruptions caused by catastrophic events, and we may not have a sufficiently comprehensive enterprise-wide disaster recovery plan in place.

RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK

An active trading market for our common stock may not develop, and you may not be able to resell your shares of our common stock at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock. Although we anticipate our common stock being approved for listing on OTCQB, an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price of our common stock was arbitrarily determined by our Chief Executive Officer. This initial public offering price may not be indicative of the market price of our common stock after this offering. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the initial public offering price or at the time that they would like to sell.

11

The market price for our common stock will likely be volatile because of several factors, including a limited public float.

The market price of our common stock is likely to be highly volatile because there has been no public trading market for our stock. If our stock is approved for trading on the OTCQB, of which there is no guarantee, we will most likely have limited float, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

● potential investigations, proceedings or litigation that involves or affects us;

● risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned expansion;

● actual or anticipated fluctuations in our operating results;

● overall stock market fluctuations;

● our ability to raise capital when we require it, and to raise such capital on favorable terms;

● conditions or trends in the industry;

● changes in market valuations of other similar companies;

● announcements by us or our competitors of expansion of clinics;

● future sales of common stock;

● actions initiated by the SEC or other regulatory bodies;

● departure of key personnel or failure to hire key personnel; and

● general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

12

Assuming we are approved for listing on OTCQB, the trading market for our common stock will depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. There can be no assurance that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Our management has broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Although we currently intend to use the net proceeds from this offering in the manner described in the section entitled “Use of Proceeds,” our management will have broad discretion in the application of the balance of the net proceeds from this offering and could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the commercialization of any of our product candidates. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Even if there is no immediate need for capital, we may choose to issue debt or shares of our common stock in the future and such issuances, if any, could have a dilutive effect on your investment.

We may choose to issue debt or shares of our common stock for investment, acquisition or other business purposes. Even if there is not an immediate need for capital, we may choose to issue securities to sell in public or private equity markets if and when conditions are favorable. Raising funds by issuing securities would dilute the ownership interests of our existing stockholders. Additionally, certain types of equity securities we may issue in the future could have rights, preferences or privileges senior to the rights of existing holders of our common stock.

We cannot assure you that we will declare dividends or have the available cash to make dividend payments, and as a result you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Although we do not currently intend to pay dividends, to the extent we decide in the future to pay dividends on our common stock, we will pay such dividends at such times and in such amounts as the board of directors determines appropriate and in accordance with applicable law. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. There can be no assurance that we will pay dividends going forward or as to the amount of such dividends. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

13

We are a holding company that depends on cash flow from our wholly owned subsidiary to meet our obligations, and any inability of our subsidiary to pay us dividends or make other payments to us when needed could disrupt or have a negative impact on our business.

We are a holding company with no business operations of our own. Our only significant assets are the outstanding capital stock of our subsidiary, Smile Central, which will conduct all of our operations and own all of our operating assets. Accordingly, our ability to pay our obligations is dependent upon dividends and other distributions from our subsidiary to us. The ability of our subsidiary to pay dividends or make other payments or distributions to us will depend on its respective operating results, and the terms of our [current and] future financing agreements, which may preclude dividends, distributions or other payments.

In addition, because we are a holding company, claims of our security holders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our subsidiary. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our subsidiary will be able to satisfy the claims of our security holders only after all of our and our subsidiary’s liabilities and obligations have been paid in full.

Anti-takeover provisions under Nevada law could discourage, delay or prevent a change in control of the Company and may affect the trading price of our common stock.

We are a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a third party from acquiring our company, even if doing so may be beneficial to our stockholders. In addition, these provisions could limited the price investors would be willing to pay in the future for shares of our common stock.

Our common stock is and will be subordinate to all of our existing and future indebtedness.

Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities. Additionally, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors.

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

14

RISKS RELATED TO AN EMERGING GROWTH COMPANY

We will face new challenges, increased costs and administrative responsibilities as a public company, particularly after we are no longer an “emerging growth company.”

As a publicly traded company with listed equity securities, we will need to comply with certain laws, regulations and requirements, including certain provisions of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, certain regulations of the Securities and Exchange Commission, or SEC, and certain of the OTCQB listing rules applicable to public companies. Complying with these statutes, regulations and requirements will occupy a significant amount of the time of our board of directors and management and will significantly increase our costs and expenses.

We will need to:

☐ institute a more comprehensive compliance framework;

☐ update, evaluate and maintain a system of internal controls over financial reporting in compliance with the requirements of Section 404 of Sarbanes-Oxley and the related rules and regulations of the SEC;

☐ prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

☐ revise our existing internal policies, such as those relating to disclosure controls and procedures and insider trading;

☐ comply with SEC rules and guidelines including a requirement to provide our consolidated financial statements in interactive data format using eXtensible Business Reporting Language;

☐ involve and retain to a greater degree outside counsel and accountants in the above activities; and

☐ enhance our investor relations function.

However, for as long as we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we are permitted to, and intend to, take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We will remain an emerging growth company for up to five years, although we would cease to be an emerging growth company as of December 31 of a particular year (i) if we had gross revenue of $1 billion or more in such year, (ii) if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 in such year, (iii) if at any point in such year, we would have issued more than $1 billion of non-convertible debt during the three-year period prior thereto or (iv) on the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws. For so long as we remain an emerging growth company, we will not be required to:

☐ have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley;

☐ comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

15

☐ submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

☐ include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, or Exchange Act, and instead may provide a reduced level of disclosure concerning executive compensation.

Although we intend to rely on the exemptions provided in the JOBS Act, the exact implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may no longer satisfy the conditions of an emerging growth company. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot assure you that we will be able to take advantage of all of the benefits from the JOBS Act. In addition, we also expect that being a public company subject to these rules and regulations will make it more expensive for us to maintain adequate director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and share price.

As a publicly traded company, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of Sarbanes-Oxley, which will require, beginning with the filing of our second annual report with the SEC, annual management assessments of the effectiveness of our internal control over financial reporting. However, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company. During the course of our testing, we may identify material weaknesses that we may not be able to remediate in time to meet our deadline for compliance with Section 404.

Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. We also expect the regulations to increase our legal and financial compliance costs, make it more difficult to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee, and make some activities more difficult, time-consuming and costly. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 and, when applicable to us, our independent registered public accounting firm may not be able or willing to issue an unqualified report on the effectiveness of our internal control over financial reporting. If we conclude that our internal control over financial reporting is not effective, it could have a material adverse effect on our financial condition, results of operations and market for our common stock, and could subject us to regulatory scrutiny.

16

Information regarding forward-looking statements

This prospectus contains “forward-looking statements.” These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. All statements, other than statements of historical facts, contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements included in this prospectus include statements regarding:

☐ our ability to successfully compete in the markets in which we participate;

☐ the condition of our facilities and equipment and the ability of both to operate at or above present levels;

☐ the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

☐ the anticipated market opportunities, including ability to gain market share, for our services and planned services;

☐ our use of the proceeds from this offering;

☐ the expected increase in costs associated with maintaining compliance with requirements of being a public company;

☐ our beliefs regarding our internal controls with respect to the preparation of our financial statements; and

☐ our expectations regarding the impact of new accounting pronouncements.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

☐ our ability to effectively compete in our markets;

☐ the loss of our Chief Executive Officer and other members of our senior management team;

☐ lack of development of an active trading market for our common stock;

☐ the effect on our stock price of fluctuations in our financial results;

☐ our broad discretion in the use of the net proceeds from this offering;

17

Many of these risks are discussed in greater detail under the heading “Risk Factors” in this prospectus. Each of the forward-looking statements included in this prospectus speak only as of the date on which that statement is made. We will not update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement was made.

Use of Proceeds

We estimate that the net proceeds from this offering will be $700,000, assuming we sell all 700,000 shares of our common stock under this offering at an initial public offering price of $1.00 per share.

The principal purposes of this offering are to (a) repay our existing debt; and (b) obtain additional capital to support our operations and planned expansion. We intend to use the net proceeds of this offering as follows:

☐ Approximately USD$175,000 ($245,000 SGD) to build two (2) additional clinics in Singapore;

☐ Approximately USD$425,000 ($600,000 SGD) to repay existing debt used to expand our operations from three (3) clinics to five (5) clinics.

☐ The remainder for working capital and other general corporate purposes.

We believe that these amounts will be sufficient to fully fund the expansion of two (2) additional clinics. If we do not sell all of the shares made available under this offering, we will delay repayment of our debt and use the proceeds towards our expansion.

Our expected use of proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including our ability to obtain additional financing, the progress, cost and results of our planned operations, and opening of new clinics and expanding our services. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

Dividend policy

We have no current plans to pay dividends on our common stock. Our future dividend policy will depend on the requirements of any future financing agreements to which we may be a party and other factors considered relevant by our board of directors. In addition, any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant.

We were incorporated on September 18, 2015 and have not declared or paid any dividends on our common stock.

18

Capitalization

The following table sets forth our capitalization as of June 30, 2015 on:

☐ an actual basis;

☐ a pro forma basis to reflect the Share Exchange Agreement with the owners of Smile Central which occurred subsequent to June 30, 2015; and

☐ a pro forma as-adjusted basis after giving effect to the sale of  700,000 shares of common stock by us in this offering at an assumed initial public offering price of $1.00 per shares.

You should read this table in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	June 30, 2015
	Actual			Pro Forma		As Adjusted
	(Unaudited)			(Unaudited)		(Unaudited)
Cash and cash equivalents	$	248,740			609,429	$	858,169
Stockholders’ equity
Common stock, $0.001 par value; 500,000,000 shares authorized, 3,000,000 shares issued and outstanding, actual; 3,700,000 shares issued and outstanding, as adjusted		3,000			700		3,700
Additional paid-in capital		(2,035	)		699,300		697,265
Accumulated deficit		(163,896	)				(163,896	)
Total stockholders’ equity		(162,930	)				537,070
Total capitalization	$	(162,930	)			$	537,070

Dilution

If you invest in shares of our common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the net tangible book value per share of common stock after this offering.

Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the net tangible book value per share attributable to the shares of common stock held by existing owners.

Our net tangible book value as of June 30, 2015 was $(162,930), or $(0.0543) per share of common stock. We calculate net tangible book value per share by taking the amount of our total assets, reduced by the amount of our total liabilities and redeemable convertible preferred stock, and then dividing that amount by the number of shares of common stock outstanding.

19

After giving effect to our sale of the shares in this offering at the initial public offering price of $1.00 per share, our net tangible book value as of June 30, 2015 would have been $446,499, or $ per share of common stock. This represents an immediate increase in net tangible book value of $0.17 per share of common stock to our existing owners and an immediate and substantial dilution in net tangible book value of $0.88 per share of common stock to investors in this offering at the assumed initial public offering price.

The following unaudited table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:

Assumed initial public offering price per share of common stock	$	1.00
Net tangible book value per share of common stock as of June 30, 2015	$	(0.05	)
Increase in net tangible book value per share of common stock attributable to investors in this offering	$	0.17
As-adjusted net tangible book value per share of common stock after the offering	$	0.12
Dilution per share of common stock to investors in this offering	$	0.88

The following table summarizes, as of June 30, 2015, the total number of shares of common stock purchased from us, the total cash consideration paid to us, and the average price per share paid by existing owners and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing owners paid.

	Shares of Common Stock Purchased					Total Consideration					Average PricePer Share of Common Stock
	Number		Percent			Amount		Percent
Existing owners		3,000,000		19	%	$	965		0.1	%	$	0.0003
Investors in this offering		700,000		81	%	$	70,000		99.9	%	$	1
Total		3,700,000		100.0	%	$	70,965		100.0	%	$	0.019

The dilution information above is for illustration purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, including those set forth under “Risk Factors” and “Information Regarding Forward-Looking Statements.”

20

OVERVIEW

We are a newly formed Nevada corporation organized for the purposes of acting as the holding company for Smile More Holdings Pte. Ltd., which is a Singapore corporation that owns and operates dental clinics in Singapore under the Smile Central name (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 operates out of 5 locations in population-dense high foot traffic residential centers all over Singapore.

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

The following table summarizes our results of operations for the six months ended June 30, 2015 and for the period from January 20, 2014 through December 31, 2014:

(in Singapore Dollars)
	Six Months Ended June 30, 2015 (unaudited)			From January 20, 2014 to December 31, 2014
Statement of Operations Data:
Dental Service Revenue	$	2,700,245		$	2,637,560
Cost of Services		2,114,085			2,254,774
Gross Profit		586,160			382,786
Operating Expenses		618,565			(575,392	)
Loss From Operations		(32,405	)		(192,606	)
Other Income/(Expense)
Other Income		8,202			1,105
Interest Expense		(2,663	)		(2,368	)
Net Loss		(26,866	)	$	(193,869	)

From Inception on January 20, 2014 to the year ended December 31, 2014

For the period from inception through December 31, 2014, we earned Dental Service Revenue of $2,637,560.  Cost of services for the period from inception through December 31, 2014 were $2,254,774 resulting in a gross profit of $382,786.  Dental service revenue resulted from the sales of services and goods through our dental clinics in operation during the fiscal year ended December 31, 2014.

Operating expenses were $575,392 for the period from inception through December 31, 2014 and, as a result of the matters discussed above, our loss from operations was $192,606.  Operating expenses were comprised of $58,383 for depreciation, $98,431 for professional fees, $302,189 for rental, $22,475 for staff costs and $93,914 in other expenses.

21

For the period from inception through December 31, 2014, we had other income of $1,105 and interest expense of $2,368, as a result of the matters discussed above, our net loss was $193,869.

For the Six Months ended June 30, 2015

For the six (6) month period ended June 30, 2015, we earned Dental Service Revenue of $2,700,245, compared to $571,326 for the period from January 20, 104 (date of inception) to June 30, 2014 (which period shall be referred to under this heading as the “Comparative Period”). Cost of Services for the six (6) month period ended June 30, 2015 were $2,114,085, resulting in a gross profit of $586,160, compared to Cost of services of $601,894 and gross profit (loss) of ($30,568) from the Comparative Period.  Dental service revenue for the six (6) month period ended June 30, 2015 increased by $2,128,674 over the Comparative Period due to increased activity, patient treatments and patients.

Operating expenses were $618,565 for the six (6) month period ended June 30, 2015, compared to $166,497 from the Comparative Period, due to increased operations, patient treatments, professional fees and resulting overhead.  Operating expenses for the period ended June 30, 2015 were comprised of $69,826 for depreciation, $176,255 for professional fees, $240,001 for rental, $51,534 for staff costs and $80,949 in other expenses.

For the six (6) month period ended June 30, 2015, we had other income of $8,202 and interest expense of $2,663, compared to nil other income and $475 in interest expense during the Comparative Period.

LIQUIDITY AND CAPITAL RESOURCES

From Inception on January 20, 2014 to the year ended December 31, 2014

Cash Flows 

Our primary liquidity and capital requirements are for cost of services and administrative expenses.  We fund our operations with cash generated from dental service revenue, capital contributions, and issuances of common stock.

Operating Activities

For the period from inception through December 31, 2014, net cash used by operating activities was $61,993.  This negative cash flow related to our net loss of $193,869, adjusted for, among other things, certain non-cash items including $149,635 of depreciation, a $333,428 decrease in accounts receivable, a $135,324 decrease in prepaid expenses and deposits and a decrease of $18,000 in supplies, partially offset by an increase of $141,775 in accounts payables and a $327,218 increase in accrued and other payables.

Investing Activities

For the period from inception through December 31, 2014, net cash used in investing activities was $424,167.  This was primarily driven by the cost of building and opening three (3) dental clinics in Singapore during that period.

22

Financing Activities

Net cash provided by financing activities was $633,758 for the period from inception through December 31, 2014.  This was the result of loans from related parties of $692,576, issuance of shares for $1,200, and the repayment of $60,018 in capital lease obligations.

For the Six Months ended June 30, 2015 compared to the period of January 20, 2014 to June 30, 2014

Operating Activities

For the six (6) month period ended June 30, 2015, net cash provided by operating activities was $417,944  This positive cash flow related to our net loss of $26,866, adjusted for an increase in prepaid expenses and deposits $74,098, which were offset by depreciation of $173,433, an decrease in accounts receivable in the amount of $63,988, an increase of $155,005 in accounts payables, an increase in accrued and other payables in the amount of $125,138 and an increase in unearned revenue of $1,344.

This compared to net cash used in operating activities during the Comparative Period in the amount of $239,820.

Investing Activities

For the six (6) month period ended June 30, 2015, net cash used in investing activities was $324,855, compared to net cash of $206,459 used during the Comparative Period.  The cash used for both periods was primarily driven by the cost of building and opening a total of four (4) dental clinics in Singapore during those periods.

Financing Activities

Net cash provided by financing activities was $94,317 for the six (6) month period ended June 30, 2015.  This was the result of issuance of shares for $100, loans from related parties in the amount of $167,361 and the repayment of capital lease obligations in the amount of $ 73,144, compared to issuance of shares for $200, loans from related parties in the amount of $456,753 and the repayment of capital lease obligations in the amount of $10,674, during Comparative Period.

PLAN OF OPERATION

Currently boasting 5 locations in high foot traffic areas, the Company is planning to expand to 9 locations in 2016, and then further on to 20 locations by end-2017.

Smile Central will focus on expansion both by opening more locations, as well as increasing the number of dentists at its current locations to tap into the expanding market.

Currently, each location brings about $560,000 SGD of profit per year on average. With the addition of 2 dentists per location, it hopes to increase this by 25% at each current location.

The 4 new locations are expected to bring about $200,000 SGD of profit each in the first year. Locations have already been identified, and talks are underway to secure the leases on a minimum 3 year period, with an option for a further year before renegotiations. Management is negotiating for rents that suit its investment projections and will not undertake the projects unless negotiations are favorable.

23

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our ongoing contractual obligations are summarized below under “PROPERTIES”.

OFF-BALANCE SHEET ARRANGEMENTS

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules of the Securities Exchange Commission.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined 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.  All significant intergroup accounts and transactions have been eliminated in consolidation. 

Functional Currency

The Group's functional currency is the Singapore Dollar.

Use of Estimates

The preparation of the 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 Group maintains its cash accounts primarily with banks located in Singapore and they are all denominated in Singapore dollars.

Accounts Receivables

The Group’s trade receivables are unsecured and the Group is at risk to the extent such amounts become uncollectible.  Management continually monitors trade receivable balances and provides for an allowance for doubtful accounts if at the time collection becomes questionable.  The Group sells services generally to walk-in patients who settle the fees upfront. Collection of settlements through government insurance and subsidies is normally made within 30 days.
Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. Past due balances over 30 days and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Group’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.

24

Based on management’s assessment, the Group provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Group has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.  As of December 31, 2014, management did not consider an allowance for doubtful accounts to be necessary as all accounts were deemed collectible.

Property and Equipment

Property, plant and equipment are stated at cost and are depreciated over their estimated useful lives as follows: dental equipment, 3 years; renovations, 3 years; computers, 1 year; office equipment, 3 years; and furniture and fittings, 3 years.  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 in the statement of operations.

Impairment or Disposal of Long-Lived Assets

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

Income Taxes

Current income tax liabilities for current and prior periods 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 combined 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 asset is 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 Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

25

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

The Group accounts for income taxes in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) 740, Accounting for Uncertainty in Income Taxes.  The Group files income tax returns in Singapore and there are currently no federal income tax examinations underway. The Group’s tax year of 2014 and forward are subject to examination by federal taxing authorities.

Revenue Recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Group’s activities.  Revenue is presented, net of goods and services tax, rebates and discounts. Provided it is probable that the economic benefits will flow to the Group and the revenue and costs can be measured reliably, revenue is recognized when the service is rendered.

Concentrations of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted.  Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

Financial instruments potentially subjecting the Group to concentrations of credit risk consist principally of accounts receivable. As of December 31, 2014, approximately 75% of the Group’s receivable is due from the Singapore government.  No single individual customer balance exceeds 5% of the combined trade receivables as at31 December 2014.

Fair Value of Financial Instruments Estimates

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, commodity prices and equity prices. We do not hold any market risk sensitive instruments.

EMERGING GROWTH COMPANY STATUS

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

26

Business

Description of Business

Medico International Inc. is a newly formed Nevada corporation 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. Formed in 2014, Smile Central has expanded to 5 locations in population-dense high foot traffic residential centres all over Singapore.

Smile Central 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.

The Company

Smile Central operates 5 dental clinics throughout Singapore, with each clinic meeting its respective revenue and profit targets every quarter so far. Its business model focuses on recruiting qualified and experienced dentists, supported by about 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.

In addition to basic dental care, our strengths include:

· Invisible braces for the young and for working adults.

· Dental implants to rehabilitate functionality.

Smile Central positions itself as an affordable dental chain where patients of all demographics can afford basic and complex dental care with government Medisave claims and government-aided subsidies like the Community Health Assist Scheme and the Pioneer Generation subsidy for the elderly.

Planned Services (In Addition to Current List of Services)

Among some of the new techniques and procedures Smile Central is looking to incorporate are:

· Laser Teeth Whitening

· Aesthetic Implants and Implant Maintenance

· Laser Surgery - used to perform soft-tissue surgery, including removing tumors and lesions from the soft tissues of the mouth, as well as tooth cleaning and plaque removal

· Oral and Maxillofacial surgery - the treatment of many diseases, injuries and defects in the head, neck, face, jaws and the hard and soft tissues of the Oral (mouth) and Maxillofacial (jaws and face) region.

27

Goals for Expansion

Smile Central will embark on a marketing plan to promote brand awareness in preparation for its expansion. Currently boasting 5 locations in high foot traffic areas, the Company is planning to expand to 9 locations in 2016, and then further on to 20 locations by end-2017.

Smile Central will focus on expansion both by opening more locations, as well as increasing the number of dentists at its current locations to tap into the expanding market.

Currently, the group brings about SGD$7 million turnover per year on average. With the addition of 2 dentists per location, it hopes to increase this by 25% at each current location.

Locations have already been identified, and talks are underway to secure the leases on a minimum 3 year period, with an option for a further year before renegotiations. Management is negotiating for rents that suit its investment projections and will not undertake the projects unless negotiations are favorable.

According to the Singapore Dental Council, the current dentist-to-population ratio in Singapore is 1:2,960, a ratio we feel is indicative of the scope of expansion possible for the dental industry. In comparison, for 2013-2014, the statistics for the dentist-population ratio in England is around 1:2,000, with some areas having as high a ratio as 1:1,682. We feel that due to the highly-fragmented dental market in Singapore, the market has room to grow by another 40-50%, with 15% yearly gains possible for at least the next 5 years. Management is currently in talks with graduate dentists from overseas (predominantly from the UK and Australia) to employ them to staff the new locations. As is the current practice, each location will be overseen by a senior partner who is also a practising specialist. Management hopes to staff each new location initially with 3 dentists working under the senior specialist. Leveraging on the existing expertise and business partnerships with suppliers, the new locations will be set up in the most cost-efficient manner in order to capitalize on the current opportunities immediately.

Management also has in place currently a program of sending selected high-performing dentists under its employ to increase their knowledge and expertise through seminars, courses, further study and specialization. This is in line with its policy of training the dentists to assume senior partner positions at new locations.

28

Market Competition

Direct Competition

The direct competitors of Smile Central are the dental companies with 3-10 clinics in their stable. Smile Central is already leveraging on economies of scale to provide a more professional and comfortable experience for patients at a lower cost, and should see off competition from the individual standalone clinics. The increased suite of services at the new locations should position it above ordinary clinic chains as it is able to provide a well-rounded range of services.

Future Competition

Future competition will come in the form of new clinic chains who consolidate to grow, or chains which acquire standalone clinics to increase their size. Management feels that with constant learning and innovation, Smile Central will be able to stay ahead of the competition by offering continually advanced and modern services and equipment at a competitive price point.

Competitive Analysis

Overall, management contends that the company competes by being a leading provider of a full line of technologically advanced procedures and techniques, supported by the exceptional core managerial team and the able dentists and staff. One of the primary areas of competition is for diligent and conscientious dentists who are personable and able to form good client-doctor relations. There is also strong competition for more senior dentists with their own clientele.

With our many opportunities for continuing education learning, we believe we will be able to attract young dentists with a view to a long career in the company. Dentists with good PR skills should also be identified and recruited.

Target Market Profile

Smile Central is rolling out a plan to target different segments of the market.

· We actively recruit dentists who are good with kids and who are parents themselves, to cater to the pediatric dental market. Frequently the parents of the kids also come in for treatment when we attend to their kids well.

· We target the young professionals who want a comfortable space to have their dental treatment

· Our dentists take care of the senior citizens by educating them on oral hygiene and providing subsidized oral care

· There is ethnic diversity in our dentists and staff - they hail from different ethnic groups and are multilingual so as to cater to every segment of the market.

Future Markets

Smile Central plans to build its Singapore network of clinics until it perceives that the Singapore market is saturated. Following that, Smile Central will look to the neighboring countries for expansion, as it believes the level of dental care is lacking in the developing countries around Singapore.

At the same time, moving more towards dental surgery and aesthetics will see the revenues increase as these treatments are more expensive, with some aesthetic surgery going up to $60,000 SGD per patient. 3D Radiography is another segment management is looking to go into - in 3D Radiography, a large volumetric 3D image is created in a single 14 second 3D scan that provides highest resolution with the lowest radiation dose. This is safer and more comprehensive than traditional radiography, and as the population becomes more savvy and affluent, more would turn towards this rather than traditional radiography.

29

Governmental Approvals

Smile Central operates within a very strict governmental approval framework and all treatment methods and procedures are completely compliant with governmental laws and guidelines.

Demographics

Singapore’s dental services and equipment and supplies market is expected to grow in tandem with the city state’s reputation as the region’s healthcare hub and center of healthcare excellence. Singapore is ranked sixth out of 191 countries globally and the best in Asia by the World Health Organization.

As a multi-faceted medical hub, Singapore attracts a growing number of medical professionals and multi-national healthcare-related companies from various parts of the world to share and exchange their expertise, conduct healthcare-related research and training as well as host international conferences and events.

With Singapore's well-developed infrastructure and robust medical ecosystem, healthcare providers in Singapore are constantly strengthening their medical capabilities through professional exchanges and access to innovation in medical technology.

In Singapore, medical travelers can receive quality medical care in an environment that is safe and welcoming, with no uncertainties from political instability, social unrest, or worries about poor health safety. This is on top of an efficient transportation system, wide range of accommodation options, and a wide variety of leisure offerings to enhance the experience in Singapore.

Singapore's quality healthcare, as one of the best in the world, is internationally recognized.

·Ranked first for most efficient healthcare system, out of 51 countries, in 2014 by Bloomberg. 

·Ranked second in the world for health-care outcomes according to The Economist Intelligence Unit (EIU) in 2014. 

·Ranked first as a global favorite medical tourism destination in PHD Chamber Medical and Wellness Tourism Report 2013. 

·21 hospitals and medical centres and medical organizations in Singapore have obtained the Joint Commission International (JCI) accreditation.

·Singapore's blood supply ranks among the safest in the world. Blood Services Group HSA (previously known as Singapore's Centre for Transfusion) was appointed a World Health Organization (WHO) Collaborating Blood Centre for Transfusion Medicine for the Western Pacific Region in1992.  

30

Singapore's increased emphasis on medical tourism has seen the number of tourists traveling to Singapore for healthcare purposes grow significantly. The total medical tourism receipts came in at $832 million in 2013,up from $383 million in 2004, and Singapore's medical tourism market is expected to grow 8.3% per annum from now to 2018.

Singapore’s dental practitioners have seen a steady demand for more complex and specialty dental procedures from foreign visitors who also come here for medical consultation. The country continues to strive to provide first class healthcare systems and facilities to its residents and the international patient market.

The medical and dental sector is also expected to see gains due to the increasing population. The population of Singapore is now 5.4 million, and this is expected to rise to 6.9 million in 2030.

Market Demand

The general status of dental and oral hygiene of Singaporeans is good. Attributing to this success is the Singapore’s government’s fluoridation of potable water initiative since 1958 and the widespread use of fluoridated toothpaste among the general population. As such, the dental work done by dental practitioners has shifted from the traditional “drill and fill” regime to one that focuses on enhancing the patient’s aesthetic appearance.

The emphasis of the public healthcare service is in preventive dentistry targeted at pupils in schools. Dental care begins with preventive dentistry promoted through the Singapore Health Promotion Board, a statutory board tasked to promote a good and healthy lifestyle among Singaporeans. The Board targets students through a network of 200 static clinics located in schools as well as 30 mobile dental clinics. This plus fluoridation of potable water and availability of fluoridated toothpaste has greatly diminished dental decay and tooth loss.

Singapore provides some of the most advanced dental care in the region. With the third highest GDP per capita income in the world, Singaporeans' demand for the best and most sophisticated dental care is strong. According to a report that highlighted the results of a survey conducted by the Singapore Dental Association, nearly 45% of the population visits the dentist at least twice a year. They spend an average of US$80 for a visit to the dentist.

As an affluent nation, more and more patients are seeking treatment for their children early in the hope of arresting any potential problems with their teeth. More parents are bringing their children to see orthodontists before they lose their baby teeth. Teenagers and adults too are seeking corrective treatments to improve the alignment of their teeth.

Designer and/or transparent braces are popular and appeal to the more aesthetically-conscious and affluent. Costs for such treatments are in the thousands of dollars.

There has also been an increased awareness of oral and dental hygiene. More Singaporeans have adopted a more rigorous approach to oral care by incorporating flossing and gargling with a mouthwash to their typical routine of twice-a-day brushing. Schools have been instrumental in reinforcing this to the children.

31

Besides serving a more affluent and demanding resident population, dental practitioners have also seen a marked increase in foreign patients seeking dental treatment Singapore. Wealthy patients from Indonesia, Brunei, Thailand, Malaysia, Philippines, Hong Kong, Cambodia, China and Vietnam began to visit Singapore for medical care in the 1980s. According to a news report, these patients are not looking for a quick clean or check-up, they come for treatments that include cosmetic dentistry that arrest problems of discolored teeth, gaps between teeth, unsightly old crowns and reconstructive work which can cost up to US$60,000.

Singaporean dentists do a lot of overseas teaching and are involved in overseas conferences. They are increasingly seen as experts in their field and are sought after as panelists at dental conferences, to do product demonstrations and as key opinion leaders. According to leading implant suppliers, implants are the fastest growing segment in the global dental market with an annual growth rate of 18-20 percent.

Many dental GPs are improving themselves through workshops and courses and the popular topics include implants and cosmetic dentistry. Cosmetic dentists are now seen as the “plastic surgeons of the dental sector”.

As Singaporean dental practitioners strive to provide more value-added consultations, some are providing their patients more holistic medical care by offering the option for oral cancer screening. Oral cancer is ranked 11th in the list of most common cancers in Singapore, based on information available from the Ministry of Health. Due to the anxiety that may be experienced by patients, this test is conducted selectively only when the patient displays high-risk symptoms and after the dental practitioner provides the appropriate counseling.

PROPERTY

Our subsidiary, Smile Central, leases office space for each of our five (5) clinics. The table provided below summarizes the monthly rental cost and the tenancy period for each lease.

Clinic	Rental per mth	Tenancy Period	Loan per mth	Loan period
Aljunied	$7165.32	Aug 2014 – Jul 2017	$6,594.00 (under Hong Leong Finance)	Nov 2014 - Oct 2016
Jurong	$34,000.00	Sep 2015 – Sep 2018	$1,794.00 (under Hong Leong Finance)	May 2014 – Apr 2019
			$4,803.00 (under Sing Investment)	Oct 2015 - Oct 2017
Hougang	$24,409.17	May 2015 – May 2018	$3,780.00 (under Sing Investment)	Aug 2015 – Aug 2015
			$3,140.00 (under Sing Investment)	Aug 2015 – Aug 2015
HougangCentral	$6,500.00	Apr 2014 – Apr 2016	$3,871.00 (under Sing Investment)	Apr 2014 – Mar 2016
Toa Payoh	$16,000.00	Apr 2015 – Mar 2018	$6009.00 (under Sing Investment)	Jun 2015 – May 2017

32

LEGAL PROCEEDINGS

None.

EMPLOYEES

We employed 47 employees as of October 31, 2015, of which 41 are full-time employees.

Management and corporate governance

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table provides information regarding our directors, executive officers and key employees as of the date of this prospectus.

Name	Age	Position
Dr. Daniel Liew	35	Chief Executive Officer and Member of the Board
Dr. Madeliene Chew	33	Chief Operating Officer
Liew Min Hin	66	Chief Financial Officer and Member of the Board

Set forth below are biographies of each of our directors and executive officers as of the date of this prospectus. We do not have any key employees. All directors and executive officers hold office until their successors are elected and qualified.

Dr. Daniel Liew

Dr. Liew has been the Clinical Director and CEO of Smile Central since January 2015, and as Dental Surgeon since April 2014. From September 2011 through December 2014, Dr. Liew worked as a Dental Surgeon at Smile Division Dental Chain (an unrelated entity), a dental clinic located in Singapore. From January 2008 through September 2011, Dr. Liew worked as a Dental Surgeon for Vista Dental Surgery, a dental clinic located in Singapore. Dr. Liew graduated from the National University of Singapore in 2006, with a B.D.S degree (dentistry).

Dr. Madeliene Chew

Dr. Chew has been the Business Development Director and Chief Operating Officer of Smile Central since April 2014. From January 2007 through February 2012, Dr. Chew worked as a Dental Surgeon at Smile Division Dental Chain (an unrelated entity), a dental clinic located in Singapore. Dr. Chew graduated from the national University of Singapore in 2004, with a B.D.S degree (dentistry).

Liew Min Hin

Mr. Hin has been the General Manager of Smile Central since January 2014. From January 2004 to 2014, he served as a Flight Instructor at the Youth Flying Club, in Singapore. Mr. Hin served as a fighter pilot in the Republic of Singapore’s Armed forces from 1970 – 2004.

FAMILY RELATIONSHIPS

33

Dr. Liew and Dr. Chew are married and Mr. Liew is Dr. Liew’s father. No other family relationships exist between our officers and directors.

CORPORATE GOVERNANCE

Director Independence

Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.  As Dr. Liew, Dr. Chew and Mr. Liew are our executive officers and directors, we have determined that none of them are independent directors within the meaning of Rule 4200(a)(15).

Board Committees

Since we do not have any independent directors, we have not created an Audit Committee.

Nor have we created any other Board Committees.  Since inception, our Board has conducted its business entirely by consent resolutions.

DIRECTOR COMPENSATION

None of our directors receive compensation for their services on as members of the Board. However, each of our directors are also executive officers and employees of our subsidiary Smile Central and receive compensation for their work in those capacities as described below under “Executive compensation”.

Executive compensation

Medico International was incorporated in September 2015 and therefore has not paid any salaries to its executive officers. Currently, Medico’s officers are compensated only for the services that they provide to Smile Central and the various clinics, as follows:

- Dr. Liew is paid SGD$50,000 on a monthly basis.

- Dr. Chew is paid 50% of revenue generated as a clinician, less costs, which is a standard arrangement for dentists in Singapore.

- Mr. Liew is paid SGD$8,000 on a monthly basis.

Security ownership of certain beneficial owners and management

The following table sets forth the beneficial ownership of our common stock as of October 25, 2015, by the following (1) each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; (2) each of our directors and named executive officers; and (3) all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days of October 25, 2015, are deemed to be outstanding for calculating the percentage of outstanding shares of the person holding these options or warrants, but are not deemed outstanding for calculating the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

34

Our calculation of the number of shares and percentage of beneficial ownership prior to this offering is based on 3,000,000 shares of common stock outstanding as of October25, 2015, and assumes:

☐ The issuance of 3,000,000 shares of our common stock pursuant to the Share Exchange Agreement, dated September 19, 2015, we entered into with Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd., which were the owners of Smile More Holdings Pte. Ltd., which owns and operates five (5) dental clinics under the Smile Central name.  Pursuant to the Share Exchange Agreement, we agreed to issue 3,000,000 shares of our common stock in exchange for all of the issued and outstanding shares of capital stock of Smile More Holdings Pte. Ltd., 30% of which was owned by Eminent Healthcare Pte. Ltd. and 70% of which was owned by Multi Care Pte. Ltd.  Our CFO, Mr. Liew Min Hin, owns 100% of Eminent Healthcare Pte. Ltd.

Our calculation of the percentage of beneficial ownership after this offering is based on shares of common stock outstanding after the closing of this offering, and includes the assumptions notated above.

	Shares of commonstock beneficially owned before the offering		Percentage of shares ofcommon stock beneficially owned
Name and Address of Beneficial Owner	Number		Prior to this offering		After this offering
5% Shareholders:
Multi Care Pte. Ltd. 23 New Industrial Road #07-04 Solstice Business Center Singapore 536209		2,100,000		70%	57%
Liew Min Hin (1)(3) 5000M Marine Parade Road #07-53 Singapore 449294		900,000		30%	24%
Named Executive Officers and Directors:
Dr. Daniel Liew (2)(3) 43 St. Patrick’s Road #03-07 Singapore 424165		0		0%	0%
Dr. Madeliene Chew (2) 43 St. Patrick’s Road #03-07 Singapore 424165		0		0%	0%
Liew Min Hin (1)(3) 5000M Marine Parade Road #07-53 Singapore 449294		900,000		30%	24%
Executive Officers and Directors as a Group (three (3) persons)		900,000		30%	24%

35

(1) Liew Min Hin is the controlling shareholder of Eminent Healthcare Pte. Ltd., a Singapore corporation; therefor the 900,000 shares of Medico owned by Eminent Healthcare Pte. Ltd. may be deemed to be beneficially owned by Mr. Liew.

(2) Dr. Daniel Liew and Dr. Madeliene Chew are husband and wife.

(3) Liew Min Hin is the father of Dr. Daniel Liew.

Transactions with related persons, promoters and certain control persons

Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:

1.	Any of our directors or officers;
2.	Any person proposed as a nominee for election as a director;
3.	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
4.	Any of our promoters; and
5.	Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons.

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

The Company does not have any promoters involved with it.

Description of capital stock

The following describes the material terms of the capital stock of Medico. The following description does not purport to be complete and is subject to, and qualified in its entirety by reference to, Medico’s Articles of Incorporation and Bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part. All of our stockholders are urged to read our Articles of Incorporation and Bylaws carefully and in their entirety.

36

Authorized Capital Stock; Issued and Outstanding Capital Stock

We currently have authorized capital stock of 500,000,000 shares of common stock, par value $0.001 per share. We are not authorized to issue any shares of preferred stock. The following is a summary of the rights of our common stock and some of the provisions of our Articles of Incorporation and Bylaws, and the Nevada Revised Statutes, or the NRS. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part, as well as the relevant provisions of the NRS.

We currently have 3,000,000 shares of common stock outstanding. We do not have any outstanding options, warrants or any convertible or derivative securities.

Common Stock

All of the securities being offered pursuant to the registration statement of which this prospectus is a part are shares of our common stock. The holders of our common stock are entitled to one vote per share on matters on which our stockholders vote. Holders of our common stock have no cumulative voting rights. Holders of our common stock are entitled to receive dividends, if declared by our Board of Directors, out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of our common stock are entitled to share ratably in our assets once our debts are paid. Our Articles of Incorporation do not provide our common stock with any redemption, conversion or preemptive rights. All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable.

Dividends and Other Distributions

Under NRS 78.288, the directors of a Nevada corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders, but no such distribution may be made if, after giving it effect:

· the corporation would not be able to pay its debts as they become due in the usual course of business; or

· except as otherwise specifically allowed by the corporation’s articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities.

The NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized. When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:

37

· financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

· a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or

· any other method that is reasonable in the circumstances.

Declaration and payment of any dividend will be subject to the discretion of our Board of Directors. The payment of any future dividends will be at the discretion of our Board of Directors; however, the time and amount of such dividends, if any, will be dependent upon our financial condition, operations, compliance with applicable law, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, contractual restrictions, business prospects, industry trends, the provisions of Nevada law affecting the payment of distributions and any other factors our Board of Directors may consider relevant. Our ability to pay dividends on our common stock may depend in part on our receipt of cash dividends from our operating subsidiaries, which may be restricted from paying us dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.

Business Combinations and Acquisition of Control Shares

Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. An amendment to the NRS, effective October 1, 2015, however, provides that these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. NRS 78.439 has also been amended, effective October 1, 2015, to eliminate the prohibition on stockholder approval by written consent with respect to combinations undertaken after the two-year period prescribed under the statutes. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These laws generally apply to Nevada corporations with 200 or more stockholders of record, but a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws. We have not made such an election in our Articles of Incorporation.

38

Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our Articles of Incorporation, include our election to provide that these statutory provisions shall not apply to us or to any acquisition of our common stock. If our Articles of Incorporation are amended to remove such elective provision, and absent a similar provision included in an amendment to our Bylaws, these laws would then apply to us if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (i) one-fifth or more, but less than one-third, (ii) one-third or more, but less than a majority or (iii) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

In addition, NRS 78.139 also provides that directors may resist a change or potential change in control if the directors, by majority vote of a quorum, determine that the change is opposed to, or not in, the best interest of the corporation.

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors

Our Amended and Restated Bylaws provide that, for nominations to the Board of Directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally must be delivered not less than 90 days nor more than 120 days prior to the first anniversary of the previous year’s annual meeting date. For a special meeting, the notice must generally be delivered not earlier than the 90th day prior to the meeting and not later than the later of (i) the 60th day prior to the meeting or (ii) the 10th day following the day on which public announcement of the meeting is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in the Amended and Restated Bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such business will not be conducted at the meeting.

Special Meetings of Stockholders

Special meetings of the stockholders may be called only by our Board of Directors pursuant to a resolution adopted by a majority of the total number of directors.

Transfer Agent and Registrar

Our transfer agent and registrar is ClearTrust, LLC. Its telephone number is 813.235.4490

Shares eligible for future sale

39

We cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock. Nevertheless, sales of substantial amounts of common stock in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

Upon completion of this offering, we will have 3,700,000 shares of common stock outstanding. Of these shares, the shares of common stock sold in the offering, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares, will be freely transferable in the United States without restriction under the Securities Act, except that any shares held by our “affiliates,” as that term is defined under Rule 144 under the Securities Act, may be sold only in compliance with the limitations described below. The remaining outstanding shares of our common stock will be “restricted securities” under the Securities Act, and may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or 701 under the Securities Act, which are summarized below, or another SEC rule. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below.

RULE 144

In general, under Rule 144 as currently in effect, persons who are not one of our affiliates at any time during the three months preceding a sale may sell shares of our common stock beneficially held upon the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Exchange Act and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

1. At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of either of the following:

(a) 1% of the number of shares of our common stock then outstanding, which will equal approximately 37,000 shares immediately after this offering, based on the number of shares of our common stock outstanding as of September 30, 2015; or

(b) the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

2. At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

40

All 3 million of our issued and outstanding shares of common stock are held by affiliates and therefore will become eligible for sale under Rule 144 upon the one-year anniversary of their date of issuance, which was September 19, 2015.

Material US federal income tax consequences to non-US holders of our common stock

The following is a summary of the material US federal income and estate tax consequences to a non-US holder (as defined below) of the purchase, ownership and disposition of our common stock as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset (i.e., generally, an asset held for investment purposes).

A “non-US holder” means a person (other than a partnership) that is not for US federal income tax purposes any of the following:

☐ an individual citizen or resident of the United States;

☐ a corporation (or any other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

☐ an estate if its income is subject to US federal income taxation regardless of its source; or

☐ a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable US Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and US Treasury regulations, administrative rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, and are subject to differing interpretations, which could result in US federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of US federal income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-US holders in light of their particular circumstances. In addition, it does not represent a detailed description of the US federal income tax consequences applicable to you if you are subject to special treatment under the US federal income tax laws (including if you are a US expatriate, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for US federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular US federal income and estate tax consequences to you of the purchase, ownership or disposition of our common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction or any applicable income tax treaty.

41

DIVIDENDS

As discussed under the section entitled “Dividend Policy” above, we do not currently anticipate paying any dividends. Distributions (if any) of cash or property that we pay on our common stock will be treated as taxable dividends for US federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under US federal income tax principles). If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among each share of common stock with respect to which the distribution is paid and will be treated first as a tax-free return of capital to the extent of the non-US holder’s adjusted tax basis in our common stock, and thereafter will be treated as capital gain from a sale or other disposition of our common stock as described below in “Gain on Disposition of Common Stock.” Your adjusted tax basis is generally the purchase price of the shares, reduced by any such tax-free returns of capital. Dividends paid to a non-US holder of our common stock generally will be subject to withholding of US federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-US holder within the United States (and, if required by an applicable income tax treaty, are attributable to a US permanent establishment of the non-US holder) are not subject to withholding, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to US federal income tax on a net income basis in the same manner as if the non-US holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” on its effectively connected earnings and profits at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-US holder of our common stock who wishes to claim the benefit of an applicable income tax treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete Internal Revenue Service, or IRS, Form W-8BEN or Form W-8BEN-E (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable US Treasury regulations.

A non-US holder of our common stock eligible for a reduced rate of US withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

GAIN ON DISPOSITION OF COMMON STOCK

Except as provided in “Information Reporting and Backup Withholding” and “Additional Withholding Requirements” below, any gain realized on the sale, exchange or other taxable disposition of our common stock generally will not be subject to US federal income tax unless:

☐ the gain is effectively connected with a trade or business of the non-US holder in the United States (and, if required by an applicable income tax treaty, is attributable to a US permanent establishment of the non-US holder);

☐ the non-US holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

☐ we are or have been a “United States real property holding corporation” for US federal income tax purposes.

42

A non-US holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated US federal income tax rates applicable to such holder if it were a United States person as defined under the Code. In addition, if a non-US holder described in the first bullet point immediately above is a corporation for US federal income tax purposes, it may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

An individual non-US holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by US source capital losses, even though the individual is not considered a resident of the United States.

With respect to the third bullet point immediately above, we believe we are not, and do not anticipate becoming, a “United States real property holding corporation” for US federal income tax purposes. In general, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market values of its worldwide (domestic and foreign) real property interests and its other assets used or held for use in a trade or business (all as determined for US federal income tax purposes). For this purpose, real property interests include land, improvements and associated personal property. If we are or become a “United States real property holding corporation,” so long as our common stock continues to be regularly traded on an established securities market (within the meaning of applicable US Treasury regulations), only a non-US holder who holds or held directly, indirectly or constructively (at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period) more than 5% of our common stock will be subject to US federal income tax on the disposition of our common stock in the same manner as gain that is effectively connected with a trade or business of the non-US holder in the United States, except that the branch profits tax generally will not apply.

FEDERAL ESTATE TAX

Common stock held by an individual non-US holder (as determined for US federal estate tax purposes) at the time of death will be included in such holder’s gross estate for US federal estate tax purposes, and may be subject to US federal estate tax, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

We must report annually to the IRS and to each non-US holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-US holder resides under the provisions of an applicable income tax treaty.

A non-US holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-US holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code) on a properly executed IRS Form W-8 BEN or Form W-8BEN-E, or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain US-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-US holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

43

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-US holder’s US federal income tax liability provided the required information is timely furnished to the IRS.

Non-US holders should consult their own tax advisors regarding the application of information reporting and backup withholding in their particular circumstances, including the procedure for claiming any applicable exemption.

ADDITIONAL WITHHOLDING REQUIREMENTS

Under legislation enacted in 2010, regulations and administrative guidance, a 30% US federal withholding tax may apply to any dividends paid after June 30, 2014, and to the gross proceeds from a disposition of our common stock occurring after December 31, 2016, in each case paid to (i) a “foreign financial institution” (as specifically defined in the legislation), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in the legislation) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners, which generally includes any United States person that directly or indirectly owns more than 10% of the entity, or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules.

The rules described above may be modified by an intergovernmental agreement entered into between the United States and an applicable foreign country. You should consult your own tax advisor regarding this legislation and whether it may be relevant to your ownership and disposition of our common stock.

OTCQB VENTURE MARKETPLACE TRADING

We intend to apply to have our common stock approved for trading on the OTCQB Venture Marketplace under the symbol “MOTL”. We cannot estimate when if ever we will be approved for trading on the OTCQB or if we will be able to use such ticker symbol.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there was no public market for our common stock. The initial public offering price was determined by the Company’s Board of Directors. The principal factors to be considered in determining the initial public offering price include:

☐ the information set forth in this prospectus and otherwise available to the representatives;

☐ our history and prospects and the history and prospects for the industry in which we compete;

44

☐ our past and present financial performance;

☐ our prospects for future earnings and the present state of our development;

☐ the general condition of the securities market at the time of this offering;

☐ other factors deemed relevant by our Board.

Notice to prospective investors

HONG KONG

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (1) our securities may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (2) no advertisement, invitation or document relating to our securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

JAPAN

Our quotations securities have not been and will not be quotations registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and our securities will not be offered or sold, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan, or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

SINGAPORE

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA), (2) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

45

Where our securities are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired our securities pursuant to an offer made under Section 275 except:

(1) where no consideration is or will be given for the transfer;

(2) where the transfer is by operation of law; or

(3) as specified in Section 276(7) of the SFA.

Legal matters

Paul Krulisky, Esq. will pass upon the validity of the common stock offered hereby on our behalf.

Experts

The audited consolidated financial statements included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report ofAccell Audit & Compliance, PA, Tampa, Florida, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

Where you can find more information

We have filed with the SEC a Registration Statement on Form S-1, or Registration Statement, under the Securities Act with respect to our common stock being offered by this prospectus. This prospectus, which forms part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information about us and our common stock, we refer you to the Registration Statement and the exhibits and schedules filed as a part of the Registration Statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, we refer you to the copy of the contract or document that has been filed as an exhibit to the Registration Statement, each statement about such contract or document being qualified in all respects by such reference.

A copy of the Registration Statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov. Our reports and any other information that we have filed or may in the future file with the SEC are not incorporated by reference into, and do not constitute a part of, this prospectus or the Registration Statement.

We will become subject to the full informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.sancilio.com. The information contained on our website, or that can be accessed through our website, will not be deemed to be incorporated into this prospectus or the Registration Statement of which this prospectus forms a part, and investors should not rely on any such information in deciding whether to purchase our common stock.

46

INDEX TO FINANCIAL STATEMENTS

Smile Central Dental Group

Condensed Combined Financial Statements

As of and For the Periods Ended June 30, 2015and 2014

(Unaudited)

47

SMILE CENTRAL DENTAL GROUP

CONDENSED COMBINED BALANCE SHEETS

AS OF JUNE 30, 2015

(in Singapore Dollars)

	June 30, 2015
	(Unaudited)			December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents	$	335,004		$	147,598
Accounts receivable		269,440			333,428
Prepaid expenses and deposits		209,422			135,324
Supplies		18,000			18,000
Total Current Assets		831,866			634,350
Equipment, net		910,341			618,919
TOTAL ASSETS		1,742,207			1,253,269
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	296,780		$	141,775
Accrued and other payables		452,356			327,218
Capital lease obligations - current		218,547			148,559
Due to related parties		859,937			692,576
Unearned Revenue		1,344			-
Total Current Liabilities		1,828,964			1,310,128
Capital lease obligations		132,678			135,810
TOTAL LIABILITIES		1,961,642			1,445,938
COMMITMENTS AND CONTINGENCIES (NOTE 6)		-			-
STOCKHOLDERS’ DEFICIT
Common stock, no par value,
1,300 and 1,200 shares authorized, issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		1,300			1,200
Accumulated deficit		(220,735	)		(193,869	)
TOTAL STOCKHOLDERS' DEFICIT		(219,435	)		(192,669	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,742,207		$	1,253,269

See the notes to the combined financial statements

48

SMILE CENTRAL DENTAL GROUP CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 (in Singapore Dollars)

(Unaudited)

				January 20, 2014
	Six Months Ended			(Inception) to
	June 30,			June 30,
	2015			2014
DENTAL SERVICE REVENUE	$	2,700,245		$	571,326
COST OF SERVICES		2,114,085			601,894
GROSS PROFIT		586,160			(30,568	)
OPERATING EXPENSES
Depreciation		69,826			14,847
Professional fees		176,255			12,799
Rental		240,001			116,205
Staff costs		51,534			2,626
Others		80,949			20,020
Total Operating Expenses		618,565			166,497
LOSS FROM OPERATIONS		(32,405	)		(197,065	)
OTHER INCOME/(EXPENSE)
Other income		8,202			-
Interest expense		(2,663	)		(475	)
		5,539			(475	)
LOSS BEFORE INCOME TAXES		(26,866	)		(197,540	)
Provision for income taxes		-			-
NET LOSS	$	(26,866	)	$	(197,540	)
Basic and Diluted Loss per Common Share	$	(20.67	)	$	(164.62	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,300			1,200

See the notes to the combined financial statements

49

SMILE CENTRAL DENTAL GROUPCONDENSED COMBINED STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 (in Singapore Dollars)

(Unaudited)

				January 20, 2014
	Six Months Ended			(Inception) to
	June 30,			June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net  loss	$	(26,866	)	$	(197,540	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		173,433			40,303
Changes in operating assets and liabilities:
Accounts receivable		63,988			(497,691	)
Prepaid expenses and deposits		(74,098	)		(100,275	)
Accounts payable		155,005			277,904
Accrued and other payables		125,138			237,479
Unearned revenue		1,344			-
Net cash used in operating activities		417,944			(239,820	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(324,855	)		(206,459	)
Net cash used in investing activities		(324,855	)		(206,459	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares		100			200
Loans from related parties		167,361			456,753
Repayment of capital lease obligations		(73,144	)		(10,674	)
Net cash provided by financing activities		94,317			446,279
Net increase in cash and cash equivalents		187,406			-
Cash and cash equivalents - beginning of period		147,598			-
Cash and cash equivalents - end of period	$	335,004		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	2,368
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Equipment acquired under capital lease obligations	$	140,000		$	190,199

See the notes to the combined financial statements

50

SMILE CENTRAL DENTAL GROUP NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

(Unaudited)

Note 1: Nature of Operations

Smile Central Dental Group (the “Group”) consists of four entities under common control: Smile Central Dental Aljunied Pte Ltd, Smile Central Dental Hougang Central Pte Ltd (formerly known as TCS Hougang Pte Ltd), Smile Central Dental Jurong Pte Ltd (formerly known as TCS Jurong Pte Ltd), and Smile Central Dental TOA Payoh PTE, LTD., all of which are incorporated in Singapore for the purpose of providing dental services.

Note 2: Going Concern

These combined 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 June 30, 2015, the Group has incurred net losses of $220,735 since inception and has capital deficiency of $997,098.

Management's plans include raising capital through the equity markets to fund operations and eventually, the generating profit through its business; however, there can be no assurance that the Group will be successful in such activities.  These condensed combined 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 Group be unable to continue as a going concern.

Note 3: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2014 contained in the Group's Form S-1 filed on November 12, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2014, have been omitted.

All significant interGroup accounts and transactions have been eliminated in consolidation.

Functional Currency

The Group's functional currency is the Singapore Dollar.

Use of Estimates

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

Recent Accounting Pronouncements

In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019. Early adoption is permitted, but only beginning in 2018. The Group is currently assessing the impact of adoption on its financial statements.

51

SMILE CENTRAL DENTAL GROUP NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

(Unaudited)

Management has considered all recent accounting pronouncements issued. The Group's management believes that these other recent pronouncements will not have a material effect on the Group's financial statements.

Note 4: Property and Equipment

	June 30, 2015			December 31, 2014
		S$		$	S$
Dental equipment		679,971			417,519
Renovation		446,970			318,263
Computer		76,753			23,698
Office equipment		26,333			8,185
Furniture and fittings		3,129			889
		1,233,156			768,554
Less accumulated depreciation		(322,815	)		(149,635	)
		910,341			618,919

Depreciation expense of approximatelyS$174,000 and S$40,000 was recorded by the Group for the periods ended June 30, 2015 and 2014, respectively. Approximately S$104,000 and S$25,000 is included in the cost of services and approximately S$70,000 and S$15,000 is included in operating  expenses on the Group’s combined statement of operations for the periods ended June 30, 2015 and 2014, respectively.

Note 5: Capital Leases

The Group leases dental equipment under non-cancellable capital lease arrangements. As of June 30, 2015, the future minimum lease payments under finance leases are as follows:

	S$
2015	109,828
2016	165,484
2017	49,194
2018	20,040
2019	6,679
	351,225

Note 6: Commitments and Contingencies

During the normal course of business, the Group may be exposed to litigation.  When the Group becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies.  The Group evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Group determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of June 30, 2015, the Group is not aware of any contingent liabilities that should be reflected in the combined financial statements.

The Group leases space for its dental clinics un non-cancelable operating leases.

52

SMILE CENTRAL DENTAL GROUP NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

(Unaudited)

As of June 30, 2015, the aproximate future aggregate minimum lease payments under the non-cancellable operating leases were as follows:

	S$
2015		382,000
2016		712,000
2017		650,000
2018		354,000
		2,098,000

Note 7: Related Parties Transactions

In support of the Group's efforts and cash requirements, it may rely on advances from related parties until such time that the Group 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 period ended June 30, 2015, the Group's received net advances of $167,361 by the way of loans from various officers. As at June 30, 2015, the Group was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $859,937.

Note 8: Subsequent Events

No subsequent events through the date the combined financial statements were available for issue.

53

Smile Central Dental Group

Combined Financial Statements and

Report of Independent Registered Public Accounting Firm

As of and For the Period From January 20, 2014 (Inception) to December 31, 2014

54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors andStockholders of Smile Central Dental Group

We have audited the accompanying combined balance sheets of Smile Central Dental Group as of December 31, 2014 and the related combined statements of operations, stockholders’ deficit and cash flows for the period from inception (January 10, 2014) to December 31, 2014. Smile Central Dental Group’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smile Central Dental Group as of December 31, 2014, and the results of its operations and its cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception.  These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Company’s ability to continue as a going concern.

/s/ Accell Audit & Compliance, P.A.

Tampa, Florida

November 13, 2015

4868 West Gandy Boulevard  Tampa, Florida 33611  813.440.6380

55

SMILE CENTRAL DENTAL GROUP

COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2014

(in Singapore Dollars)

	December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents	$	147,598
Accounts receivable		333,428
Prepaid expenses and deposits		135,324
Supplies		18,000
Total Current Assets		634,350
Equipment, net		618,919
TOTAL ASSETS		1,253,269
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	141,775
Accrued and other payables		327,218
Capital lease obligations - current		148,559
Due to related parties		692,576
Total Current Liabilities		1,310,128
Capital lease obligations		135,810
TOTAL LIABILITIES		1,445,938
COMMITMENTS AND CONTINGENCIES (NOTE 6)		-
STOCKHOLDERS’ DEFICIT
Common stock, no par value,
1,200 shares authorized, issued and outstanding		1,200
Accumulated deficit		(193,869	)
TOTAL STOCKHOLDERS' DEFICIT		(192,669	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,253,269

See the notes to the combined financial statements

56

SMILE CENTRAL DENTAL GROUP              COMBINED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2014) TO DECEMBER 31, 2014

(in Singapore Dollars)

	January 20, 2014
	(Inception) to
	December 31,
	2014
DENTAL SERVICE REVENUE	$	2,637,560
COST OF SERVICES		2,254,774
GROSS PROFIT		382,786
OPERATING EXPENSES
Depreciation		58,383
Professional fees		98,431
Rental		302,189
Staff costs		22,475
Others		93,914
Total Operating Expenses		575,392
LOSS FROM OPERATIONS		(192,606	)
OTHER INCOME/(EXPENSE)
Other income		1,105
Interest expense		(2,368	)
		(1,263	)
LOSS BEFORE INCOME TAXES		(193,869	)
Provision for income taxes		-
NET LOSS	$	(193,869	)
Basic and Diluted Loss per Common Share	$	(161.56	)
Basic and Diluted Weighted Average Common Shares Outstanding		1,200

See the notes to the combined financial statements

57

SMILE CENTRAL DENTAL GROUP

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2014) TO DECEMBER 31, 2014

(in Singapore Dollars)

								Total
	Common Stock				Accumulated			Stockholders'
	Number of Shares		Amount		Deficit			Deficit
Balance - January 20, 2014 (Inception)		-	$	-	$	-		$	-
Issuance of shares		1,200		1,200		-			1,200
Net loss		-		-		(193,869	)		(193,869	)
Balance - December 31, 2014		1,200	$	1,200	$	(193,869	)	$	(192,669	)

See the notes to the combined financial statements

58

SMILE CENTRAL DENTAL GROUPCOMBINED STATEMENT OF CASH FLOWS FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2014) TO DECEMBER 31, 2014

 (in Singapore Dollars)

	January 20, 2014
	(Inception) to
	December 31,
	2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net  loss	$	(193,869	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		149,635
Changes in operating assets and liabilities:
Accounts receivable		(333,428	)
Prepaid expenses and deposits		(135,324	)
Supplies		(18,000	)
Accounts payable		141,775
Accrued and other payables		327,218
Net cash used in operating activities		(61,993	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(424,167	)
Net cash used in investing activities		(424,167	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares		1,200
Loans from related parties		692,576
Repayment of capital lease obligations		(60,018	)
Net cash provided by financing activities		633,758
Net increase in cash and cash equivalents		147,598
Cash and cash equivalents - beginning of period		-
Cash and cash equivalents - end of period	$	147,598
Supplemental Cash Flow Disclosures
Cash paid for interest	$	2,368
Cash paid for income taxes	$	-
Non-Cash Investing and Financing Activity:
Equipment acquired under capital lease obligations	$	344,387

See the notes to the combined financial statements

59

SMILE CENTRAL DENTAL GROUP NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

Note 1: Nature of Operations

Smile Central Dental Group (the “Group”) consists of three entities under common control: Smile Central Dental Aljunied Pte Ltd, TCS Hougang Pte Ltd and TCS Jurong Pte Ltd, all of which are incorporated in Singapore for the purpose of providing dental services.

Note 2: Going Concern

These combined 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 December 31, 2014, the Group has incurred net losses of $193,869 since inception and has capital deficiency of  $675,778.

Management's plans include raising capital through the equity markets to fund operations and eventually, the generating profit through its business; however, there can be no assurance that the Group will be successful in such activities.  These combined 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 Group be unable to continue as a going concern.

Note 3: Summary of Significant Accounting Policies

Basis of Presentation

The combined 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.  All significant interGroup accounts and transactions have been eliminated in consolidation. 

Functional Currency

The Group's functional currency is the Singapore Dollar.

Use of Estimates

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

Cash and Cash Equivalents

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

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

Accounts Receivables

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 December 31, 2014, the Group has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible.

60

SMILE CENTRAL DENTAL GROUP NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

Property  and Equipment

Property, plant 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 in the statement of operations.

 Principal useful lives are as follows:

Computer	1 year
Dental Equipment	3 years
Furniture and Fittings	3 years
Office Equipment	3 years
Renovation	3 years

Impairment or Disposal of Long-Lived Assets

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

Fair Value of Financial Instruments Estimates

The Group’s financial instruments including accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Group’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 Group to a significant concentration of credit risk include cash, accounts receivable, revenue, and vendor concentrations. At times, the Group 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.

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.

Income Taxes

Current income tax liabilities for current and prior periods 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 combined 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.

61

SMILE CENTRAL DENTAL GROUP NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

Deferred income tax asset is 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 Group 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 combined statement of operations.

Recent Accounting Pronouncements

In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019 (see below). Early adoption is permitted, but only beginning in 2018. The Group is currently assessing the impact of adoption on its financial statements.

Management has considered all recent accounting pronouncements issued. The Group's management believes that these other recent pronouncements will not have a material effect on the Group's financial statements.

Note 4: Property and Equipment

	December 31, 2014
	S$
Dental equipment		417,519
Renovation		318,263
Computer		23,698
Office equipment		8,185
Furniture and fittings		889
		768,554
Less accumulated depreciation		(149,635	)
		618,919

Depreciation expense of approximately S$149,000 was recorded by the Group for the period ended December 31, 2014. Approximately $91,000 is included in the cost of services and approximately $58,000 is included in operating expenses on the Group’s combined statement of operations.

Note 5: Income Taxes

The Group accounts for income taxes in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) 740, Accounting for Uncertainty in Income Taxes. The Group files income tax returns in Singapore and there are currently no federal income tax examinations underway. The Group’s tax year of 2014 and forward are subject to examination by federal taxing authorities for at least five years.

62

SMILE CENTRAL DENTAL GROUP NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

The Group accounts for income taxes using an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The provision for income taxes includes:

	2014
	S$
Taxes – current		-
Taxes – deferred		-
Income tax expenses		-

A reconciliation of income tax expense at the statutory rate to the Group’s actual income tax expense is shown below:

	2014
	S$
Computed at the statutory rate 17%		(32,958	)
Net changes resulting from
Change in unrecognized deferred tax asset		32,958
Actual tax expense		-

Following are the details of DTA and its valuation allowance:

	2014
Deferred tax assets	S$
Net operating loss carry forwards
Deferred tax asset before valuation allowance		32,958
Valuation allowance
Beginning balance		-
Changes during the period		(32,958	)
		(32,958	)
Ending balance		-

The Group is yet to file its tax return with the Inland Revenue Authority of Singapore for the year of assessment 2014.

The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization.Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

Note 6: Capital Leases

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

63

SMILE CENTRAL DENTAL GROUP NOTES TO THE COMBINED FINANCIAL STATEMENTS

 (in Singapore Dollars)

As of December 31, 2014, the future minimum lease payments under finance leases are as follows:

	S$
2015		142,133
2016		95,476
2017		20,040
2018		20,040
2019		6,680
		284,369

Note 7: Commitments and Contingencies

During the normal course of business, the Group may be exposed to litigation.  When the Group becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies.  The Group evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Group determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of December 31, 2014, the Group is not aware of any contingent liabilities that should be reflected in the combined financial statements.

The Group leases space for its dental clinics under non-cancelable operating leases. As of December 31, 2014, the future aggregate minimum lease payments under the non-cancellable operating leases were as follows:

	S$
2015		378,000
2016		332,500
2017		85,000
		795,500

Note 8: Related Parties Transactions

In support of the Group's efforts and cash requirements, it may rely on advances from related parties until such time that the Group 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 January 20, 2014 (inception) to December 31, 2014, the Group's received net advances of $692,576 by the way of loans from various officers. As at December 31, 2014, the Group was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $692,576.

Note 9: Subsequent Events

No subsequent events through the date the combined financial statements were available for issue.

64

700,000 Shares

Common Stock

Preliminary Prospectus

Through and including  [_____________], 2015 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                    , 2015

65

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, all of which will be or have been paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee and The OTC Markets OTCQB fee.

SEC registration fee	$	71
OTCQB fee		12,500
Legal fees and expenses		50,000
Accounting fees and expenses		27,500
Custodian and transfer agent fees		500
Total	$	90,571

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

1. a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2. a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3. a transaction from which the director derived an improper personal profit; and

4. willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1. such indemnification is expressly required to be made by law;

2. the proceeding was authorized by our Board of Directors;

3. such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;

4. such indemnification is required to be made pursuant to the bylaws.

66

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

See also“Undertakings” set out in response to Item 17 herein.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the shares of common stock in the three years preceding the filing of this registration statement that were not registered under the Securities Act of 1933.

SHARE EXCHANGE AGREEMENT

On September 19, 2015 we entered into a Share Exchange Agreement with the three (3) owners of Smile Central Dental Group, whereby we agreed to issue 3 million shares of common stock in exchange for all of the issued and outstanding shares of capital stock of Smile Central Dental Group. The three (3) owners of Smile Central Dental Group as a result became the executive officers and directors of Medico International.

Medico issued the securities to three (3) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

• Each of the parties receiving shares are residents and citizens of  Singapore and were in Singapore at the time of the sale of the shares;

• Each of the parties receiving shares agree to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration; and

• The certificate representing the shares sold contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the hold may engage in hedging transactions with regards to Medico’s common stock unless in compliance with the Act.

67

ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES

(a) Exhibits

Exhibit No.		Exhibit Description	Previously Filed	Filed Herewith	To be Filed by Amendment
	3.1	Articles of Incorporation of the Registrant (currently in effect)		*
	3.2	Bylaws of the Registrant (currently in effect)		*
	4.1	Specimen Common Stock certificate		*
	5.1	Opinion of Paul Krulisky, Esq.		*
	10.1	Share Exchange Agreement dated September 19, 2015 by and among the Registrant, Multi Care Pte. Ltd. and Eminent Healthcare Pte. Ltd.		*
	23.1	Consent of Accell Audit & Compliance, PA, independent registered public accountant		*
	23.2	Consent of Paul Krulisky, Esq. (consent contained in Exhibit 5.1 herein)		*
	24.1	Power of Attorney (included in signature page)

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.]]]]]

68

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned.

MEDICO INTERNATIONAL INC.
By:	/s/ Daniel Liew
Name:	Dr. Daniel Liew
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/Dr. Daniel Liew	Chief Executive Officer (Principal Executive Officer) and Member of the Board of Directors	November 16, 2015
Dr. Daniel Liew
/s/ Liew Min Hin	Chief Financial Officer (Principal Financial and Accounting Officer) and Member of the Board of Directors	November 16, 2015
/s/  Dr. Madeliene Chew	Chief Operating Officer	November 16, 2015
Dr. Madeliene Chew

69

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

By-Laws

Of

Medico International Inc.

a Nevada corporation

(the "Corporation")

ARTICLE 1

Offices

Section 1.01 -- Principal And Registered Office.

The registered office of the Corporation is hereby fixed and located at 4264 Lady Burton Street, Las Vegas, Nevada 89129. The Corporation's principal executive offices shall be located at 5000M Marine Parade Road #07-53, Singapore 449294.  The Corporation may have such other offices, within or without any state of the United States, as the Corporation's Board of Directors (the “Board”) may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation shall be maintained in the State of Nevada and the address of the registered office, principal executive offices and the administrative offices may be changed from time to time by the Board of Directors.

Section 1.02 -- Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation is qualified to do business.

ARTICLE 2

Meetings of Shareholders

Section 2.01 -- Meeting Place.

All annual meetings of shareholders and all other meetings of shareholders shall be held at the principal office or at any other place within or without the State of Nevada, which may be designated by the Board.

Section 2.02 -- Annual Shareholders Meetings.

A.   The annual shareholders’ meeting may be called by the entire Board, any two (2) directors or by the Chief Executive Officer of the Corporation. The annual shareholders' meeting shall be held on the date and at the time and place fixed by the person(s) calling such meeting; provided, however, that the first annual meeting shall be held on a date that is within six months after the close of the first fiscal year of the Corporation and each successive annual meeting shall be held on a date that is within the earlier of six (6) months after the close of the last fiscal year or fifteen (15) months after the last annual meeting.

B.  Written notice of each annual meeting signed by an officer, or by such other person or persons as designated by the person or persons calling the meeting, shall be given to each shareholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given to him if sent by mail or other means of written communication addressed to the place where the principal office of the Corporation is situated, or if published at least once in a newspaper of general circulation in the county in which said office is located.  All such notices shall be sent to each shareholder entitled thereto, or published, not less than ten (10) nor more than sixty (60) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall also state the purpose or purposes for which the meeting is called.

C.   Failure to hold the annual meeting shall not constitute dissolution or forfeiture of the Corporation, and a special meeting of the shareholders may take the place thereof.

Section 2.03 -- Special Meetings.

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chief Executive Officer, by the entire Board, by two (2) directors or by one or more shareholders holding not less that 10% of the voting power of the Corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the purpose or purposes for which the meeting is called.

Section 2.04 -- Adjourned Meetings And Notice Thereof.

A.   Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting.

B.   When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Otherwise, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 2.05 -- Entry Of Notice.

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholder, as required by law and these bylaws.

Section 2.06 -- Voting.

At all annual and special meetings of shareholders, each shareholder entitled to vote thereat shall have one vote for each share of stock so held and represented at such meetings, either in person or by written proxy, unless the Corporation's articles of incorporation ("Articles") provide otherwise, in which event, the voting rights, powers and privileges prescribed in the Articles shall prevail.  Voting for directors and, upon demand of any shareholder, upon any question at any meeting, shall be by ballot.  If a quorum is present at a meeting of the shareholders, the vote of a majority of the shares represented at such meeting shall be sufficient to bind the Corporation, unless otherwise provided by law or the Articles.

2

Section 2.07 -- Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.08 -- Consent Of Absentees.

The transactions of any meeting of shareholders, either annual or special, however called and notice given thereof, shall be as valid as though done at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before of after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of such meeting.

Section 2.09 -- Proxies.

Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation; provided however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

Section 2.10 -- Shareholder Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent thereto is signed by shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.  In no instance where action is authorized by this written consent need a meeting of shareholders be called or notice given.  The written consent must be filed with the proceedings of the shareholders.

ARTICLE 3

Board of Directors

Section 3.01 -- Powers.

Subject to the limitations of the Articles, these bylaws, and the provisions of Nevada corporate law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

3

A.  To select and remove all officers, agents and employees of the Corporation, prescribe such powers and duties for them as are not inconsistent with law, with the Articles, or these bylaws, fix their compensation, and require from them security for faithful service.

B.   To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with prevailing law, the Articles, or these bylaws, as they may deem best.

C.   To change the principal office for the transaction of the business if such change becomes necessary or useful; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any place within or without the State of Nevada for the holding of any shareholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

D.   To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

E.   To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefore.

F.  To appoint an executive committee and other committees and to delegate to the executive committee any of the powers and authority of the Board in management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal bylaws.  The executive committee shall be composed of one or more directors.

Section 3.02 -- Number And Qualification Of Directors.

The authorized number of directors of the Corporation shall be at least three (3) and not more than eleven (11). The actual number of authorized directors shall be set by the Board of Directors, subject to the limitations set forth in Section 3.04.D below.

Section 3.03 -- Election And Term Of Office.

The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders.  All directors shall hold office until their respective successors are elected.

4

Section 3.04 -- Vacancies.

A.   Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected or appointed shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

B.  A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

C.  The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

D.    No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

ARTICLE 4

Meetings of the Board of Directors

Section 4.01 --  Meetings of the Board of Directors.

(a) Regular meetings and special meetings of the Board shall be held at any date, time and place within or without the State of Nevada which has been designated in any notice of the meeting or if not stated in said notice, or, if there is no notice given, at the place designated by resolution of the Board or by written consent of all members of the Board.  In the absence of such designation of place, regular meetings shall be held at the administrative office of the Corporation.  Failure to hold an annual meeting of the Board shall not constitute forfeiture or dissolution of the Corporation.

(b) Regular meetings may be called by the Chairman of the Board, if any and acting, by the President, if any, or by any two members of the Board of Directors.

Section 4.02 -- Organization Meeting.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Section 4.03 – Attendance by Telephone:

One or more directors may participate in a regular or special meeting by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other.  Participation in a meeting by this manner constitutes presence in person at the meeting.

Section 4.04 -- Special Meetings.

A.   Special meetings of the Board may be called at any time for any purpose or purposes by the Chairman of the Board, if any and acting, by the President, if any, or by any two members of the Board.

5

B.   Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by certified mail (including overnight delivery services such as Federal Express), facsimile transmission or telegraph, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not shown upon such records or is not readily ascertainable, at the place in which the regular meetings of the directors are normally held.  Written notice may also be provided via email, provided the notice is sent to the latest email address provided by to the Corporation by the recipient. No notice is valid unless delivered to the director to whom it was addressed at least twenty-four (24) hours prior to the time of the holding of the meeting.  In the case of delivery by certified mail, such mailing shall be deemed to have been delivered at least twenty-four (24) hours prior to the meeting if deposited at a United States post office two (2) business days prior to the meeting if sent to an address within the State of Nevada or five (5) calendar days prior to the meeting if sent to an address outside the State of Nevada.  In the case of overnight delivery, telecopying or telegraphing, delivery shall be deemed to be completed upon receipt of the notice at the address (or facsimile number) provided in the records of the Corporation for such member.

Section 4.05 -- Notice Of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent directors, if the time and place be fixed at the meeting adjourned.

Section 4.06 -- Waiver Of Notice.

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.07 -- Quorum.

If the Corporation has only one director, then the presence of that one director constitutes a quorum.  If the Corporation has only two directors, then the presence of both such directors is necessary to constitute a quorum.  If the Corporation has three or more directors, then a majority of those directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  A director may be present at a meeting either in person or by telephone.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles.

Section 4.08 -- Adjournment.

A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn such meeting only until the time fixed for the next regular meeting of the Board.

6

Section 4.09 -- Fees And Compensation.

Directors shall not receive any stated salary for their services as directors, but by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting.  Nothing stated herein shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.

Section 4.10 -- Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the Board, or a committee thereof, may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee.  The written consent must be filed with the proceedings of the Board or committee.

ARTICLE 5

Officers

Section 5.01 -- Executive Officers.

The executive officers of the Corporation shall be a Chief Executive Officer, President, a Secretary, and a Chief Financial Officer or such other offices as may be designated.  The Corporation may also have, at the direction of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article.  Officers other than the Chairman of the Board need not be directors.  Any one person may hold two or more offices, unless otherwise prohibited by the Articles or by law.

Section 5.02 -- Appointment.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 and 5.05 of this Article, shall be appointed annually by the Board, and each shall hold his office until he resigns or is removed or otherwise disqualified to serve, or his successor is appointed and qualified.

Section 5.03 -- Subordinate Officers, Etc.

The Board may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Section 5.04 -- Removal And Resignation.

A.    Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board.

B.   Any officer may resign at any time by giving written notice to the Board or to the Chief Executive Officer or Secretary.  Any such resignation shall take effect on the date such notice is received or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7

Section 5.05 -- Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Section 5.06 -- Chairman of the Board.

The Chairman of the Board, if there be such an officer, shall, if present, preside at all meetings of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by these bylaws.

Section 5.07 – Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board (if there be such an officer), the Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation.  He shall preside at all meetings of the shareholders and, at all meetings of the Board.  He shall be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of Chief Executive Officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these bylaws.

Section 5.08 -- President.

In the absence or disability of the Chief Executive Officer, the President, shall perform all the duties of the Chief Executive Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer.  The President shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board or these bylaws.

Section 5.08 – Vice-President.

In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice-President or Vice-Presidents, in the order designated at the time of their election, or in the absence of any designation, in the order of their election, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 5.09 -- Secretary.

A.  The Secretary shall keep, or cause to be kept, at the administrative office or such other place as the Board may direct, a book of (i) minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present and absent at directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof; and (ii) any waivers, consents, or approvals authorized to be given by law or these bylaws.

B.  The Secretary shall keep, or cause to be kept, at the administrative office, or such other place as the Board may direct, a share register, or a duplicate share register, showing (i) the name of each shareholder and his or her address; (ii) the number and class or classes of shares held by each, and the number and date of certificates issued for the same; and (iii) the number and date of cancellation of every certificate surrendered for cancellation.

8

Section 5.10 – Chief Financial Officer.

A.  The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all times be open to inspection by any director.

B.   The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board.  He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Chief Executive Officer and directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

Section 5.11 – Assistant Secretaries and Assistant Treasurers.

The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice-President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and such sureties as the Board of Directors shall determine.  The Assistant Secretaries and Assistant Treasurers, in general shall perform such duties as shall be assigned to them by the Secretary or Chief Financial Officer, respectively, or by the President or the Board of Directors.

ARTICLE 6

Miscellaneous

Section 6.01 -- Record Date and Closing Stock Books.

The Board may fix a time in the future, not exceeding sixty (60) days preceding the date of any meeting of shareholders, and not exceeding thirty (30) days preceding the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as herein set forth.  The Board may close the books of the Corporation against transfers of shares during the whole, or any part, of any such period.

9

Section 6.02 -- Inspection of Corporate Records.

The share register or duplicate share register, the books of account, and records of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand of ten percent (10%) of the shares represented at any shareholders' meeting.  Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts.  Demand of inspection other than at a shareholders' meeting shall be made in writing upon the Chief Executive Officer, Secretary, or Assistant Secretary, and shall state the reason for which inspection is requested.

Section 6.03 -- Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 6.04 -- Contracts, Etc., How Executed.

The Board, except as otherwise provided in these bylaws, may authorize any officer, officers, agent, or agents, to enter into any contract, deed or lease, or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or for any amount.

Section 6.05 -- Certificates of Stock.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up.  All such certificates shall be signed by the Chief Executive Officer and the Secretary or be authenticated by facsimiles of the signature of the Chief Executive Officer and Secretary or by a facsimile of the signatures of the Chief Executive Officer and the written signature of the Secretary.  Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk.

Section 6.06 -- Representations of Shares of Other Corporations.

The Chief Executive Officer and the Secretary of this Corporation are authorized to vote, represent, and exercise on behalf of this Corporation, all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation.  The authority herein granted to said officers to vote or represent on behalf of this Corporation or companies may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

10

Section 6.07 -- Inspection of Records.

A.The Corporation shall make available to any person who has been a stockholder of record and owns not less than 15 percent of all of the Corporation’s issued and outstanding shares or has been authorized in writing by the holders of at least 15 percent of all of its issued and authorized shares, upon at least five day’s written demand, during normal business hours, its books of account and all financial records for inspection, for copying and to conduct an audit of such records.  All costs for making copies of records or conducting an audit shall be borne by the stockholder exercising these rights.

B.The Corporation shall keep a copy of the following records at its registered office:

(i) a copy certified by the secretary of state of its articles of incorporation and all amendments thereto;

(ii) a copy certified by an officer of the Corporation of its bylaws and all amendments thereto; and

(iii) a stock ledger revised annually, containing the names, of all persons who are stockholders of the Corporation, showing their places of residence, if known, and the number of shares owned by them respectively.

C.Any person who has been a stockholder of record of the Corporation for at least six months immediately proceeding his demand, or any person holding at least 5% of all of the Corporation’s outstanding shares, upon at least 5 days written demand shall be entitled to inspect in person or by agent or attorney during usual business hours the records required by subsection (b) above and make copies therefrom.  The Corporation shall impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any documents provided to the stockholder.

Section 6.08 -- Indemnification.

The Corporation shall indemnify its officers and directors for any liability including reasonable costs of defense arising out of any act or omission of any officer or director on behalf of the Corporation to the full extent allowed by the laws of the State of Nevada.

ARTICLE 7

Amendments

Section 7.01 -- Power of Shareholders.

New bylaws may be adopted, or these bylaws may be amended or repealed, by the affirmative vote of the shareholders collectively having a majority of the voting power or by the written assent of such shareholders.

Section 7.02 -- Power of Directors.

Subject to the rights of the shareholders as provided in Section 7.01 of this Article, bylaws other than a bylaw, or amendment thereof, changing the authorized number of directors, may also be adopted, amended, or repealed by the Board.

11

Certificate of Secretary

The undersigned does hereby certify that the undersigned is the Secretary of Medico International Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing bylaws of said Corporation were adopted as such at a duly constituted meeting of the Directors held on September 18, 2015, upon a motion duly made, seconded and carried unanimously and confirmed by the Sole Shareholder on the 18th day of September, 2015, and that the above and foregoing bylaws are now in full force and effect.

DATED: September 18, 2015.

/s/ Liew Min Hin 

Liew Min Hin

Chief Financial Officer & Secretary

12

EX-4.1

Exhibit 4.1

EX-5.1

Exhibit 5.1

Paul A. Krulisky

Attorney at Law

6501 E. Greenway Pkwy, #103-630

Scottsdale, AZ 85254

paul.krulisky@gmail.com

November 13, 2015

Board of Directors

MEDICO INTERNATIONAL INC.

Dear Board Members:

I have acted as special counsel to Medico International Inc., a Nevada corporation (the “Company”), in connection with the registration under the Securities Act of 1933 (the “Securities Act”) of 700,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as described below.  A registration statement on Form S-1 has been prepared by the Company and will be filed with the Securities and Exchange Commission on or about November 13, 2015, (the “Registration Statement”).  The Company has asked me to opine on the legality of the sale of 700,000 shares of common stock pursuant to the Registration Statement. This opinion shall be filed with the Registration Statement.

The Registration Statement seeks the registration of 700,000 shares of the Common Stock (the “Registered Shares”). The Registered Shares are to be offered to the public by the Company without the use of any underwriters, at a fixed price of $1.00 per share.

In connection with rendering this opinion I have examined copies of the Registration Statement and all exhibits thereto as well as the amendments to the Registration Statement.  I have also examined and relied upon the original, or copies certified to my satisfaction, of (i) the Articles of Incorporation and the Bylaws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company as I deemed necessary or appropriate for purposes of the opinion expressed herein.  In rendering such opinion, I have made such further investigation and inquiries relevant to the transactions contemplated by the Registration Statement as I have deemed necessary for the opinion expressed herein, and I have relied, to the extent I deemed reasonable, on certificates and certain other information provided to me by officers of the Company and public officials as to matters of fact of which the maker of such certificate or the person providing such other information had knowledge.

Furthermore, in rendering my opinion, I have assumed that the signatures on all documents examined by me are genuine, that all documents and corporate record books submitted to me as originals are accurate and complete, and that all documents submitted to me are true, correct and complete copies of the originals thereof.

Medico International Inc.

Page of  2 of  2

Based upon the foregoing, I am of the opinion that upon the declaration of effectiveness of the Registration Statement, the Registered Shares, when sold pursuant to the Company’s prospectus, will be legally issued, fully paid and non-assessable.

This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the General Corporate Law of the State of Nevada (“NGCL”), as such laws presently exist and to the facts as they presently exist.  I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.  I assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

This opinion has been prepared in connection with the Registration Statement. I hereby consent to being referenced under the caption “Legal matters”, and the inclusion of this opinion as an exhibit to the Registration Statement.

Sincerely,

__ /s/ PAUL A. KRULISKY ___

Paul A. Krulisky, Esq.

EX-10.1

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of the 19th  day of September 2015 (this “Agreement”) is entered into by and among, Medico International Inc., a Nevada corporation (“MEDICO”); and Multi Care PTE. LTD., a Singaporean corporation (“MC”) and Eminent Healthcare PTE. LTD., a Singaporean corporation (“EH”) (each of MC and EH are referred to herein as an “OWNER” and collectively, the “OWNERS”). MEDICO and OWNERS are referred to singularly as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, OWNERS own 100% of the issued and outstanding shares of Smile More Holdings PTE. LTD., a Singaporean corporation (“Target”);

WHEREAS, Target is in the business of operating, and owns all of the issued and outstanding equity interests of, the following five (5) dental clinics: SMILE CENTRAL DENTAL ALJUNIED PTE LTD., Blk 119 Aljunied Ave 2, #01-74 Singapore 380119; SMILE CENTRAL DENTAL HOUGANG PTE LTD., Blk 804 Hougang Central, #01-132 Singapore 53080; SMILE CENTRAL DENTAL JURONG PTE LTD., Blk 135 Jurong Gateway Road, Jurong East Central, #01-331 Singapore 600135; SMILE CENTRAL DENTAL TOA PAYOH PTE LTD., Blk 183 Toa Payoh Central #01-278 Singapore 310278; SMILE CENTRAL DENTAL HOUGANG CENTRAL  PTE LTD., 90 Hougang Avenue 10, Hougang Mall, #01-18 Singapore 538766.

WHEREAS, MEDICO wishes to acquire all of the issued and outstanding shares of capital stock of Target (referred to hereinafter as the “Target Shares”), with the purpose of owning and operating Target as MEDICO’s wholly-owned subsidiary; and

WHEREAS, MEDICO and OWNERS propose to enter into this Agreement which provides, among other things, that OWNERS will deliver the Target Shares to MEDICO in exchange for an aggregate total of 3,000,000 shares of MEDICO’s common stock (the “Share Exchange”), on the terms and conditions set forth herein and such additional items as more fully described in this Agreement.

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Definitions. The following terms shall have the following respective meanings:

“Affiliate” with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party.  For the purpose of this definition, “control” means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;  

1

“Business Day”		a day (other than a Saturday) on which banks in Utah are open for business throughout their normal business hours;
“Closing”	the closing of the transactions contemplated by this Agreement;
“Completion”		completion of acquisition of the Target Shares by MEDICO and issuance of the Exchange Shares (as such term is defined below) in accordance with the terms and conditions of this Agreement;
“Encumbrance”		any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to “Encumbrances” shall be construed accordingly;
“Exchange Act”		the US Securities Exchange Act of 1934;
“Person”		any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
“Securities Act”		the US Securities Act of 1933;
“SEC”		the US Securities and Exchange Commission;
“US”		United States of America;
“United States Dollars” or “US$”		United States dollars;

Section 1.02.Rules of Construction.

(a)Unless the context otherwise requires, as used in this Agreement:  (i) “including” means “including, without limitation”; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement,; (vi) the terms “Article” and “Section” shall refer to the specified Article or Section of or to this Agreement (vii) the term “day” shall refer to calendar days.

2

(b)Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

ARTICLE II

THE SHARE EXCHANGE

Section 2.01Share Exchange.

(a)Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), MEDICO shall acquire all of the Target Shares with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto. MEDICO shall be sole owner of Target and Target shall continue to operate in its normal course of business, as a wholly-owned subsidiary of MEDICO.

(b)In exchange for the delivery of the Target Shares, MEDICO shall provide the following to OWNERS at the closing, an aggregate total of 3,000,000 shares of MEDICO’s common stock (the “Exchange Shares”).  The Exchange Shares will be allocated to the OWNERS as follows: Multi Care PTE. LTD., 2,100,000 shares; and Eminent Healthcare PTE. LTD., 900,000 shares.

(c)The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party’s failure to perform, then the other Party may terminate the Agreement.

Section 2.02.Closing Location.  The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”), at the law offices of Booth Udall Fuller, PLC, 1255 W. Rio Salado Parkway, Tempe, Arizona.

Section 2.03.OWNERS’s Closing Documents.  At the Closing, OWNERS shall tender to MEDICO:

(a)Copies of a certificate(s) representing all of the Target Shares, duly endorsed for transfer by the applicable OWNER of such shares, which shall either be validly notarized or the signature thereon otherwise guaranteed and such certificates shall be marked as “cancelled”;

(b)One (1) new certificate issued by the Target in the name of MEDICO representing the Target Shares;

(c)Certified copies of resolutions of the Board of Directors (or similar governing body) of each OWNER in a form satisfactory to MEDICO, acting reasonably, authorizing:

(i) the execution and delivery of the agreement by each OWNER; and

(ii) the transfer of the Target shares to MEDICO.

3

(d)A certified copy of the register of shareholders of Target showing MEDICO as the registered owner of the Target Shares; and

(e)A resolution from OWNERS certifying that the conditions in Section 8.01(b) have been satisfied.

Section 2.04.MEDICO’s Closing Documents.  At the Closing, MEDICO will tender to OWNERS:

(a)A certified copy(ies) of resolutions of the Board of Directors of MEDICO in a form satisfactory to OWNERS, acting reasonably, authorizing:

(i)the execution and delivery of this Agreement by MEDICO; and

(ii) the issuance of the Exchange Shares to OWNERS.

(b)Share certificates, registered in the name of OWNERS as set forth above representing the Exchange Shares; and

(c)A certificate executed by a duly appointed officer of MEDICO certifying that the conditions in Section 9.01(b) have been satisfied.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

Section 3.02.Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.

Section 3.03.Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

Section 3.04.Each Party acknowledges that the restrictions contained in Section 11.01 shall continue to apply after the Closing without limit in time.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MEDICO

Section 4.01.Organization, Standing and Authority; Foreign Qualification. MEDICO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

4

Section 4.02.Corporate Authorization. The execution, delivery and performance by MEDICO of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MEDICO, and this Agreement constitutes a valid and binding agreement of MEDICO. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

Section 4.03.Capitalization.  MEDICO’s authorized capital stock, as of the Closing Date prior the issuance of the Exchange Shares, shall consist of 500,000,000 authorized shares of common stock, of which 1,000 common shares are issued and outstanding. All of such issued and outstanding shares of MEDICO’s common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of MEDICO’s common stock or any other security of MEDICO or any plan for any of the foregoing. MEDICO is not obligated to register the resale of any of its common stock on behalf of any shareholder of MEDICO under the Securities Act.

Section 4.04.Subsidiaries. Prior to the Closing, MEDICO does not have any subsidiaries.

Section 4.05.Articles of Incorporation and Bylaws.  MEDICO has heretofore delivered, or prior to Closing MEDICO shall deliver, to OWNERS true, correct and complete copies of its Articles of Incorporation and Bylaws or comparable instruments, certified by MEDICO’s corporate secretary.

Section 4.06.No Conflict.  The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a)violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of MEDICO;

(b)violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which MEDICO is a party or by or to which either of its assets or properties, may be bound or subject;

(c)violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon MEDICO or upon the securities, assets or business of MEDICO;

5

(d)violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to MEDICO or to the securities, properties or business of MEDICO; or

(e)result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by MEDICO.

Section 4.07.Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to MEDICO’s best knowledge threatened against or affecting MEDICO or involving any of MEDICO’s property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. MEDICO is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

Section 4.08.Compliance with Laws. To the best knowledge of MEDICO, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of MEDICO.

Section 4.09.True and Correct Copies. All documents furnished or caused to be furnished to OWNERS by MEDICO are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

Section 4.10.Contracts.

(a)Excluding any obligation referenced in this Agreement, MEDICO is not a party to any:

(i)contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of MEDICO, or to any other entity in which MEDICO has an interest;

(ii)contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days’ or more notice;

(iii)contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

6

(iv)contracts (including, without limitation, leases of real property) calling for an aggregate purchase price or payments in any one (1) year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts);

(v)contracts relating to the acquisition by MEDICO of any operating business of, or the disposition of any operating business by, any other person;

(vi)executory contracts relating to the disposition or acquisition of any investment or of any interest in any person;

(vii)joint venture contracts or agreements;

(viii)contracts under which MEDICO agrees to indemnify any party, other than in the ordinary course of business or in amounts not in excess of $100,000 or to share tax liability of any party;

(ix)contracts containing covenants of MEDICO not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with MEDICO in any line of business or in any geographical area;

(x)contracts for or relating to computers, computer equipment, computer software or computer services; or

(xi)contracts relating to the borrowing of money by MEDICO or the direct or indirect guarantee by MEDICO of any obligation for, or an agreement by MEDICO to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

(A)any contract with respect to lines of credit;

(B)any contract to advance or supply funds to any other person other than in the ordinary course of business;

(C)any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

(D)any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or

(E)any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

(xii)any other material contract whether or not made in the ordinary course of business.

7

Section 4.11.Material Information.  This Agreement and all other information provided, in writing, by MEDICO or representatives thereof to OWNERS, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to OWNERS in writing which, individually or in the aggregate, could have a material adverse effect on MEDICO or a material adverse effect on the ability of MEDICO to perform any of its obligations pursuant to this Agreement.

Section 4.12.Brokerage.  No broker or finder has acted, directly or indirectly, for MEDICO nor did MEDICO incur any finder’s fee or other commission, in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE OWNERS

The OWNERS represent and warrant to MEDICO as follows:

Section 5.01.Organization, Standing and Authority; Foreign Qualification. (a) Target is a Sinaporean corporation duly organized, validly existing and in good standing under the laws of Singapore and has all requisite corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 5.02.Authorization. The execution, delivery and performance by OWNERS of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of OWNERS. OWNERS have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of OWNERS.

Section 5.03.Capitalization.

(a)All of the Target Shares are duly authorized, validly issued, fully paid and non-assessable.  There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Target or any other security of Target or any plan for any of the foregoing.

(b)The Target Shares are not subject to any option, right of first refusal or any other restriction on transfer, whether by contract, agreement, applicable law, regulation or statute, as the case may be.

(c)There are no outstanding loans, debts, bonds, indentures or promissory notes giving the holder thereof the right to convert such instruments into shares of Target’s capital stock.

8

Section 5.04.Subsidiaries. Target does not have any subsidiaries, except for the following five (5) dental clinics: SMILE CENTRAL DENTAL ALJUNIED PTE LTD., Blk 119 Aljunied Ave 2, #01-74 Singapore 380119; SMILE CENTRAL DENTAL HOUGANG PTE LTD., Blk 804 Hougang Central, #01-132 Singapore 53080; SMILE CENTRAL DENTAL JURONG PTE LTD., Blk 135 Jurong Gateway Road, Jurong East Central, #01-331 Singapore 600135; SMILE CENTRAL DENTAL TOA PAYOH PTE LTD., Blk 183 Toa Payoh Central #01-278 Singapore 310278 and SMILE CENTRAL DENTAL HOUGANG CENTRAL PTE LTD., 90 Hougang Avenue 10, Hougang Mall, #01-18 Singapore 538766.

Section 5.05.Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, OWNERS shall be the beneficial and record holder of the Exchange Shares.

Section 5.06.Investment Risk.  The OWNERS understand that an investment in MEDICO includes a high degree of risk, each has such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the Exchange Shares, are in a financial position to hold the Exchange Shares for an indefinite period of time, and are able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.

Section 5.07.Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, OWNERS will execute, deliver, file and otherwise assist MEDICO in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.

Section 5.08.Tax Advice.  OWNERS are solely responsible for obtaining such legal, including tax, advice as any of them considers necessary or appropriate in connection with the execution, delivery and performance by OWNERS of this Agreement and the transactions contemplated herein.

Section 5.09.Investment Representations.  All of the acknowledgements, representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date.

Section 5.10.No Conflict.  The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a)violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Target;

(b)violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Target or any OWNER is a party or by or to which either’s assets or properties may be bound or subject;

9

(c)violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Target or any OWNER or upon the securities, assets or business of Target and/or any OWNER;

(d)violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Target and/or any OWNER or to the securities, properties or business of Target and/or any OWNER; or

(e)result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Target.

Section 5.11.Articles of Incorporation and Bylaws.

(a)OWNERS have heretofore delivered to MEDICO true, correct and complete copies of Target’s Articles of Incorporation and Bylaws or comparable instruments, certified by the corporate secretary thereof.

(b)The minute books of Target accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.

Section 5.12.Compliance with Laws.  To the best of OWNERS’ knowledge, neither Target nor any OWNER is in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Target or OWNERS and have not received written notice that any violation is being alleged.

Section 5.13.Material Information.  This Agreement and all other information provided in writing by OWNERS or representatives thereof to MEDICO, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading.  There are no facts or conditions, which have not been disclosed to MEDICO in writing which, individually or in the aggregate, could have a material adverse effect on Target and/or OWNERS or a material adverse effect on the ability of OWNERS to perform any of their obligations pursuant to this Agreement.

Section 5.14.Actions and Proceedings.  There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Target or any OWNER.  There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of OWNERS, threatened against or involving any OWNER, Target or the Target Shares.

10

Section 5.15.Operations.  Except as contemplated by this Agreement, since its date of incorporation, Target has not:

(a)amended its Certificate or Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;

(b)issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or

(c)made any loan or advance to any manager, officer, director or employee, consultant, agent or other representative.

Section 5.16.Brokerage.  OWNERS shall pay any brokerage, finder’s fee or other commission owed in connection with the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS AND AGREEMENTS OF OWNERS

Section 6.01.Conduct of Businesses in the Ordinary Course.  From the date of this Agreement to the Closing Date, OWNERS shall cause Target to conduct its business substantially and the businesses of its subsidiaries in the manner in which it is currently conducted.

Section 6.02.Preservation of Permits and Services.  From the date of this Agreement to the Closing Date, OWNERS shall cause Target to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

Section 6.03.Conduct Pending the Closing Date.  From the date of this Agreement to the Closing Date: (a) OWNERS shall cause Target to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) OWNERS shall promptly notify MEDICO of any event, condition or circumstance that would constitute a violation or breach of this Agreement by OWNERS.

Section 6.04.Corporate Examinations and Investigations.  Prior to the Closing Date, MEDICO shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Target, and such examination of the books, records, tax returns, results of operations and financial condition of Target. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and OWNERS and his employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

11

ARTICLE VII

COVENANTS AND AGREEMENTS OF MEDICO

Section 7.01.Conduct of Businesses in the Ordinary Course.  From the date of this Agreement to the Closing Date, MEDICO shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.10, or undertake any of the actions specified in Sections 4.11.

Section 7.02.Litigation.  From the date of this Agreement to the Closing Date, MEDICO shall notify OWNERS of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against MEDICO or against any officer, director, employee, properties or assets of MEDICO and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

Section 7.03.Conduct of MEDICO Pending the Closing.  From the date hereof through the Closing Date:

(a)MEDICO shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

(b)MEDICO shall promptly notify OWNERS of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by MEDICO.

Section 7.04.Corporate Examinations and Investigations.  Prior to the Closing Date, OWNERS shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of MEDICO; and such examination of the books, records, tax returns, results of operations and financial condition of MEDICO. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and MEDICO and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF MEDICO TO CLOSE

The obligations of MEDICO to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

12

Section 8.01.Representations and Covenants.(a)The representations and warranties of OWNERS contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b)The OWNERS shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by him on or before the Closing Date. The OWNERS shall have delivered to MEDICO a certificate, dated the Closing Date, and signed by OWNERS to the foregoing effect.

Section 8.02.Governmental Permits and Approvals.

(a)All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Target to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and MEDICO shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b)There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 8.03.Third Party Consents.  All consents, permits and approvals from parties to contracts with Target that may be required in connection with the performance by OWNERS hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

Section 8.04.Litigation.  No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Target, OWNERS, or on the Target Shares.

Section 8.05Due Diligence Review.  MEDICO must have received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations.

Section 8.06Closing Documents.  The OWNERS shall have executed and delivered the documents described in Section 2.03 above.

13

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNERS TO CLOSE

The obligations of OWNERS to be performed by them at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by them, to the extent permitted by law:

Section 9.01.Representations and Covenants.(a)The representations and warranties of MEDICO contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b)MEDICO shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. MEDICO shall have delivered to OWNERS a certificate dated the Closing Date, and signed by an authorized signatory of MEDICO to the foregoing effect.

Section 9.02.Governmental Permits and Approvals.(a)All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by MEDICO to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and OWNERS shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b)There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 9.03.Litigation.  No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on MEDICO.

Section 9.04.Closing Documents.  MEDICO shall have executed and delivered the documents described in Section 2.04 above.

ARTICLE X

TERMINATION

Section 10.01.Termination.

(a)Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

(i)by mutual written consent of OWNERS and MEDICO;

(ii)by either OWNERS or MEDICO in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

14

(iii)by MEDICO (a) if MEDICO is not then in material breach of this Agreement and if there shall have been any breach by OWNERS (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by OWNERS of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30‑day period and OWNERS is diligently pursuing such cure, or (b) if MEDICO has not received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations; or

(iv)by OWNERS if they are not then in material breach of this Agreement and if there shall have been any breach by MEDICO (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by MEDICO of written notice of such breach.

(b)In the event of termination by OWNERS or MEDICO pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

Section 10.02.Effect of Termination.  If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; and (ii) Section 11.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

ARTICLE XI

POST-CLOSING COVENANTS

Section 11.01             OWNERS’ Covenants. The OWNERS hereby covenant with MEDICO and promise as follows:

(a) To maintain the books, records, accounting and financial statements of Target and all operations related to its current business, in accordance with applicable accounting principles and practices.

(b) To maintain all of the legal requirements that permit Target to operate its current business under the federal and provincial laws and regulations of Singapore and comply with all other federal and provincial laws and regulations of Singapore.

(c) Not to incur any debt by Target in any event whatsoever, except with the prior written consent of the Board of Directors of MEDICO.

15

MISCELLANEOUS

Section 11.01.Public Notices.  The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

Section 11.02.Time.  Time shall be of the essence hereof.

Section 11.03.Notices.  Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:

if to OWNERS, at:

Eminent Healthcare PTE. LTD.

1 North Bridge Road #19-09

High Street Centre

Singapore 179094

Multi Care PTE. LTD.

23 New Industrial Road #07-04

Solstice Business Center

Singapore 536209

if to MEDICO, at:

Medico International Inc.

c/o W. Scott Lawler, Esq.

Booth Udall Fuller PLC

1255 W Rio Salado Pkwy #215

Tempe, AZ 85281

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.

16

Section 11.04.   Severability.  If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 11.05.Entire Agreement.  This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

Section 11.06.Further Assurances.  The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

Section 11.07.Waiver.  Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.  No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

[the remainder of this page is intentionally left blank]

17

Section 11.08.  Counterparts.  This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

MEDICO

MEDICO INTERNATIONAL INC.,

a Nevada corporation

By:  _____________________                                            

Name: Daniel Liew

Title: President

OWNERS

MULTI CARE PTE. LTD.

a Singaporean corporation

By: _____________________                                                  

Name:

Title:

EMINENT HEALTHCARE PTE. LTD.

a Singaporean corporation

By:  ______________________                                              

Name:

Title:

18

EXHIBIT A

Non-U.S. Person Certificate

September 19th, 2015

Medico International Inc.

c/o W. Scott Lawler, Esq.

Booth Udall Fuller, PLC

1255 W. Rio Salado Parkway

Suite 215

Tempe, AZ 85281

Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Share Exchange Agreement (the “Share Agreement”) dated [September 19th, 2015], between Medico International Inc., a Nevada corporation (the “Company”); and Multi Care PTE. LTD., a Singaporean corporation and Eminent Healthcare PTE. LTD., a Singaporean corporation(each an “Owner” and collectively, the “OWNERS”), whereby OWNERS are acquiring shares of the Company’s common stock (the “Shares”).

1. Each of the undersigned hereby represents, warrants and certifies that:

(a) It is not a “U.S. Person” (as such term is defined by Rule 902 of Regulation S under the U.S. Securities Act) and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. person.

Rule 902 under the U.S. Securities Act, defines a “U.S. Person” as:

(A) Any Natural person resident in the United States;

(B) Any partnership or corporation organized or incorporated under the laws of the United States;

(C) Any estate of which any executor or administrator is a U.S. Person;

(D) Any trust of which any trustee is a U.S. Person;

(E) Any agency or branch of a foreign entity located in the United States;

(F) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(G) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

19

(H) Any partnership or corporation if:

(1) Organized or incorporated under the laws of any foreign jurisdiction; and

(2) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural person, estates or trusts.

The following are not “U.S. Persons:

(A) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(B) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

(1) An executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

(2) The estate is governed by foreign law;

(C) Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. Person;

(D) Any employee benefit established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(E) Any agency or branch of a U.S. person located outside the United States if:

(1) The agency or branch operates for valid business reasons; and

(2) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

20

(F) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

(b) The offer and scale of the Shares was made in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act), in that:

(i) The undersigned was outside the United States at the time the buy order for such Shares was originated; and

(ii) The offer to sell the Shares was not made to the undersigned in the United States.

(c) The transaction (i) has not been pre-arranged with a purchaser located inside of the United States or is a U.S. Person, and (ii) is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act.

2. The undersigned hereby covenants that:

(a) During the period prior to one year after the Closing (the “Restricted Period”) it will not engage in hedging transactions with regard to the Shares unless such transactions are made in compliance with the U.S. Securities Act;

(b) If it decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:

(i) The sale is to the Company;

(ii) The sale is made outside the United States in a transaction meeting the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; provided, however, that during the period prior to the expiration of the Restrictive Period no sale may be made to any U.S. Person or for the account or benefit of the U.S. person (other than a distributor) and all purchasers of such Shares will be required to execute and deliver to the Company a certificate substantially in the form hereof;

(iii) The sale is made in the United States pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws and the purchaser has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such transaction does not require registration pursuant to Rule 144 under the U.S. Securities Act;

21

(iv) The Shares are sold in the United States in a transaction that does not require registration under U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such transaction does not require registration; or

(v) The sale is made in the United States pursuant to an effective registration statement filed under the U.S. Securities Act.

3. The undersigned acknowledges and agrees that:

(a) The Shares are and will be “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act, and the certificates representing the Shares, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will be subject to the terms of and bear, on the face of such certificate, a legend in substantially the following for:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.

DURING THE RESTRICTED PERIOD, WHICH DOES NOT END UNTIL ONE (1) FROM THE DATE THAT THE ISSUER OF THESE SECURITIES IS DEEMED NOT TO BE A “SHELL” COMPANY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S. PERSON (AS DEFINIED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE ACOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE MADE IN COMPLIANCE WITH THE U.S. SECURITES ACT.  THIS PARAGRAPH SHALL HAVE NO FURTHER EFFECT SUBSEQUENT TO THE EXPIRATION OF THE RESTRICTED PERIOD AND THEREAFTER MAY BE REMOVED.

(b) The Company will refuse to register any sale of Shares made in breach of the provisions hereof.

(c) The addressees of this certificate and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements, and irrevocably authorizes the addressees of this certificate to produce the same or a copy thereof to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein. Each of the undersigned further agrees that if any of acknowledgements, representations, warranties or agreements made herein is no longer accurate, it shall promptly notify the Company

19th September 2015

MULTI CARE PTE. LTD.

a Singaporean corporation

By: _____________________                                                   

Name:

Title:

EMINENT HEALTHCARE PTE. LTD.

a Singaporean corporation

By: ______________________                                                     

Name:

Title:

22

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of Medico International Inc. of our report dated November 13, 2015, relating to our audit of the combined financial statements of Smile Central Dental Group as of and for the period from inception (January 10, 2014) to December 31, 2014 appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the caption “Experts” in such Prospectus.

/s/ Accell Audit & Compliance, P.A. November 16, 2015