10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2018

or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number 333-208050

   

MEDICO INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

Nevada	37-1793037
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
187 E. Warm Springs Road, Suite B273, Las Vegas, NV	89119
(Address of principal executive offices)	(Zip Code)

 

(732) 383-9118

(Registrant’s telephone number, including area code)

 

__________________________________________________________ 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES    ¨ NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES    ¨ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES    x NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES    ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

3,697,000 common shares issued and outstanding as of January 24, 2019

 

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MEDICO INTERNATIONAL INC.

BALANCE SHEETS

	March 31, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	36,039		$	34,882
Due to related parties		427,562			424,812
Total Current Liabilities		463,601			459,694
TOTAL LIABILITIES		463,601			459,694
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 500,000,000 shares authorized, 3,697,000 shares issued and outstanding		3,697			3,697
Additional paid-in capital		867,424			867,424
Accumulated deficit		(1,334,722	)		(1,330,815	)
TOTAL STOCKHOLDERS' DEFICIT		(463,601	)		(459,694	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

See the notes to the unaudited financial statements

3

MEDICO INTERNATIONAL INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2018			2017
REVENUE	$	-		$	-
OPERATING EXPENSES
General and administrative		199			2,647
Professional fees		3,708			6,094
Total Operating Expenses		3,907			8,741
LOSS BEFORE INCOME TAXES		(3,907	)		(8,741	)
Provision for income taxes		-			-
LOSS FROM CONTINUING OPERATION		(3,907	)		(8,741	)
DISCONTINUED OPERATIONS
Loss from discontinued operations		-			(111,334	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX BENEFITS		-			(111,334	)
NET LOSS	$	(3,907	)	$	(120,075	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.03	)
Basic and Diluted Weighted Average Common Shares Outstanding		3,697,000			3,697,000

See the notes to the unaudited financial statements

4

MEDICO INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(3,907	)	$	(8,741	)
Net loss from discontinuing operations		-			(111,334	)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in operating assets and liabilities:
Accounts payable		1,157			(1,399	)
Changes in operating assets and liabilities of discontinued operations		-			111,334
Net cash used in operating activities		(2,750	)		(10,140	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties		2,750			10,140
Net cash provided by financing activities		2,750			10,140
Net change in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See the notes to the unaudited financial statements

5

MEDICO INTERNATIONAL INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

Note 1: Nature of Operations

Medico International Inc. (the “Company” or “Medico”), a Nevada corporation, was formed by the owners and principals of Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), for the purpose of acting as the holding company for Smile Central and penetrating the U.S. financial markets. Smile Central owns six (6) 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. In 2016, one (1) additional dental clinic was opened. Smile Central plans to continue to expand its operations and create additional clinics in Singapore.

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

On June 5, 2017, the Company sold all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation. The Company is currently reviewing and revising its future business plans. To date, the Company has not yet solidified its future business plans.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the Securities and Exchange Commission on January 14, 2019.

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

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting.

6

Use of Estimates

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

Fair Value of Financial Instruments Estimates

The Company’s financial instruments including, accounts payable and due to related parties are carried at cost, which approximates fair value due to the short-term maturity of these instruments.

Concentrations of Credit Risk

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

Taxes Collected and Remitted to Governmental Authorities

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers.” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

¨ identify the contract with a customer;

¨ identify the performance obligations in the contract;

¨ determine the transaction price;

¨ allocate the transaction price to performance obligations in the contract; and

¨ recognize revenue as the performance obligation is satisfied.

Income Taxes

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

Deferred income tax assets/liabilities are recognized for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the 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.

7

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

Deferred income tax assets and liabilities are measured at:

(i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and

(ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

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

Recently Adopted Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

Recent accounting pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s financial statements.

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

Note 3: Going Concern

These financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of March 31, 2018, the Company has an accumulated deficit of $1,334,722 since inception and has a working capital deficiency of $463,601.

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

8

Note 4: Disposal of Subsidiaries

On June 5, 2017, the Company closed the transactions under the Share Exchange Agreement (“ Share Exchange Agreement”) by and between the Company, Eminent Healthcare Pte. Ltd., a Singaporean corporation, Multi Care Pte. Ltd., a Singaporean corporation, and Targeted Solutions Global Limited, a United Kingdom Private limited company, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”). Prior to the closing of the Stock Purchase, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. were the Company’s majority shareholders. Liew Min Hin, the Company’s former Chief Financial Officer and former member of the Board of Directors, owns 100% of Eminent Healthcare Pte. Ltd., and is the father of Dr. Daniel Liew, the Company’s former Chief Executive Officer and former member of the Board of Directors.

Pursuant to the share exchange agreement, the Company transferred all of the subsidiary shares to the purchaser and released the Subsidiary from the intra-Company loan of $965,866.

During the three months ended March 31, 2018, the Company recorded a loss on disposal of $0. The Company has no continuing involvement in the operations of Smile More Holdings. The disposal of Smile More Holdings qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Smile More Holdings’ operations from its Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations of Smile More Holdings for the three months ended March 31, 2018 and 2017 which are included in the loss from discontinued operations:

	Three Months Ended
	March 31,
	2018		2017
Dental Service Revenue, net	$	-	$	1,734,915
Cost of Services		-		1,192,687
Gross profit		-		542,228
General and administrative		-		152,739
Professional fees		-		26,260
Rental		-		210,515
Staff costs		-		199,077
Depreciation		-		57,411
Operating loss		-		(103,774	)
Other income		-		1,223
Interest expense		-		(8,783	)
Income tax benefit		-		-
Loss from discontinued operations, net of tax	$	-	$	(111,334	)

9

The following table shows the carrying amounts of the major classes of assets and liabilities associated with Smile More Holdings as of the June 5, 2017.

	June 5,
	2017
Cash and cash equivalents	$	359,066
Accounts receivable		1,175,394
Prepaid expenses and deposits		247,086
Supplies		100,177
Property and equipment, net		887,360
Accounts payable		(1,168,613	)
Accrued and other payables		(122,958	)
Due to related parties		(597,259	)
Loans payable		(565,938	)
Capital lease obligations		(168,996	)
Net assets and liabilities		145,319
Accumulated other comprehensive loss		(67,881	)
Loss on disposal	$	77,438

Note 5: Related Party Transactions

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

During the three months ended March 31, 2018, the Company received a net amount of $2,750 as advances and loans from various officers for the operating expenses of the Company. As of March 31, 2018 and December 31, 2017, the Company was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $427,562 and $424,812, respectively.

Note 6: Commitments and Contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2018, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

Note 7: Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and "Medico" mean Medico International Inc., and our wholly owned subsidiaries, Smile Central Dental Aljunied Ptd Ld.; Smile Central Dental Hougang Ptd Ltd.; Smile Central Dental Hougang Central Pte Ltd; Smile Central Dental Jurong Ptd Ltd.; Smile Central Dental Toa Payoh Ptd Ltd.; Smile More Holdings Ptd Ltd. and, Smile Central Dental Centre Pte Ltd., unless otherwise indicated.

General Overview

Medico International Inc. was incorporated in the State of Nevada on September 18, 2015. Our company was formed and organized for the purposes of acting as the holding company for Smile More Holding Pte. Ltd., a private Singapore corporation (referred to herein as “Smile Central”) engaged in the dental industry. Due to continued losses experienced by our company as a result of the losses of Smile Central, our board of directors believed it was in the best interests of our company and our shareholders to dispose of Smile Central.

Our company’s former majority shareholders, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. (the “Majority Shareholders”), became shareholders of our company in 2015 by exchanging all of the outstanding share capital of Smile Central (“Smile Shares”) for 3,000,000 shares of our company’s common stock (the “Medico Shares”) and the Majority Shareholders desired to re-acquire the Smile Shares.

On June 5, 2017, we closed the transactions under the Share Exchange Agreement (“ Share Exchange Agreement”) by and between our company, Eminent Healthcare Pte. Ltd., a Singaporean corporation, Multi Care Pte. Ltd., a Singaporean corporation, and Targeted Solutions Global Limited, a United Kingdom Private limited company, for the sale of all of the issued and outstanding ordinary shares of our company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”). Prior to the closing of the Stock Purchase, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. were our company’s majority shareholders. Liew Min Hin, our former Chief Financial Officer and former member of the Board of Directors, owns 100% of Eminent Healthcare Pte. Ltd., and is the father of Dr. Daniel Liew, our former Chief Executive Officer and former member of the Board of Directors.

11

Pursuant to the Share Exchange Agreement, in consideration for transferring the Smile Shares to the Majority Shareholders and waiving the Intra-Company Loan, our company received all of the rights, interests, claim and title in that certain US patent known as “Method for diagnosing malignancy in pelvic tumors”, US Patent No. 6,112,108 (the “Patent”), which Targeted Solutions Global Limited, a United Kingdom Private limited company (“TSG”) had the right and ability to deliver to our company and in connection with the closing of the Share Exchange Agreement, Jiang Chun Yan was appointed as the CEO and sole member of our company’s Board of Directors.

In addition, under the Share Exchange Agreement, TSG received from the Majority Shareholders the Medico Shares and the Majority Shareholders received $200,000 from TSG.

The effect of the transactions set forth in the Share Exchange Agreement is that commencing June 5, 2017 our company will no longer own and operate dental clinics in Singapore but will focus its efforts in the area of cancer diagnostics tools.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Results of Operations

Three months ended March 31, 2018 compared to three months ended March 31, 2017

	Three months ended March 31, 2018		Three months ended March 31, 2017
Revenue	$	-	$	-
Operating expenses	$	3,907	$	8,741
Loss from discontinued operations	$	-	$	111,334
Net loss	$	3,907	$	120,075

Our operating expenses, for the three months ended March 31, 2018 were $3,907 compared to $8,741 for the same period in 2017. The decrease in operating expenses was primarily as a result of decreased costs for accounting and reporting.

Our loss from discontinued operations, for the three months ended March 31, 2018 were $0 compared to $111,334 for the same period in 2017. The decrease in the loss was primarily as a result of disposal of the subsidiary on June 5, 2017.

We incurred a net loss of $3,907 and $120,075 for the three months ended March 31, 2018 and March 31, 2017, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of March 31, 2018 and December 31, 2017, respectively.

Working Capital

	As at March 31, 2018			As at December 31, 2017
Total current assets	$	-		$	-
Total current liabilities	$	463,601		$	459,694
Working capital (deficit)	$	(463,601	)	$	(459,694	)

12

Cash Flows

	Three Months ended March 31, 2018			Three Months ended March 31, 2017
Net cash used in operating activities	$	(2,750	)	$	(10,140	)
Net cash provided by financing activities	$	2,750		$	10,140
Increase (Decrease) in cash	$	-		$	-

As at March 31, 2018 our company’s cash balance was $0 and total assets were $0. As at December 31, 2017, our company’s cash balance was $0 and total assets were $0.

As at March 31, 2018, our company had total liabilities of $463,601, compared with total liabilities of $459,694 as at December 31, 2017.

As at March 31, 2018, our company had working capital deficiency of $463,601 compared with working capital deficiency of $459,694 as at December 31, 2017. The increase in working capital deficiency was primarily attributed to increase in accounts payable.

Cash Flow from Operating Activities

During the three months ended March 31, 2018, our company used $2,750 in cash from operating activities, compared to $10,140 cash used in operating activities during the three months ended March 31, 2017. The decrease was attributed to reduced costs for accounting and reporting.

Cash Flow from Financing Activities

During the three months ended March 31, 2018 our company received $2,750 from financing activities compared to $10,140 received from financing activities during the three months ended March 31, 2017. The decrease was attributed to reduced advances from related parties.

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2017, contains a going concern qualification as we have suffered losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue our business operations. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting.

13

Use of Estimates

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

Fair Value of Financial Instruments Estimates

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

Concentrations of Credit Risk

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

Taxes Collected and Remitted to Governmental Authorities

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

¨ identify the contract with a customer;

¨ identify the performance obligations in the contract;

¨ determine the transaction price;

¨ allocate the transaction price to performance obligations in the contract; and

¨ recognize revenue as the performance obligation is satisfied.

14

Recently Adopted Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

Recent accounting pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s financial statements.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

16

Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

__________

*	Filed herewith.
**	Furnished herewith.

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDICO INTERNATIONAL INC.
	(Registrant)
Dated: January 24, 2019	/s/ Jiang Chun Yan
	Jiang Chun Yan
	Chief Executive Officer, Chief Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jiang Chun Yan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Medico International Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 24, 2019

/s/ Jiang Chun Yan

Jiang Chun Yan

Chief Executive Officer,

Chief Financial Officer and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jiang Chun Yan, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Medico International Inc. for the period ended March 31, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Medico International Inc.

Date: January 24, 2019	/s/ Jiang Chun Yan
	Jiang Chun Yan
	Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Medico International Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Medico International Inc. and will be retained by Medico International Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Jan. 24, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	Medico International Inc.
Entity Central Index Key	0001658432
Trading Symbol	mddt
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		3,697,000
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Current Reporting Status?	Yes

XML

BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents
Total Current Assets
TOTAL ASSETS
Current Liabilities
Accounts payable	36,039	34,882
Due to related parties	427,562	424,812
Total Current Liabilities	463,601	459,694
TOTAL LIABILITIES	463,601	459,694
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value; 500,000,000 shares authorized, 3,697,000 shares issued and outstanding	3,697	3,697
Additional paid-in capital	867,424	867,424
Accumulated deficit	(1,334,722)	(1,330,815)
TOTAL STOCKHOLDERS' DEFICIT	(463,601)	(459,694)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
STOCKHOLDERS' DEFICIT
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	3,697,000	3,697,000
Common stock, shares, outstanding	3,697,000	3,697,000

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statements Of Operations
REVENUE
OPERATING EXPENSES
General and administrative	199	2,647
Professional fees	3,708	6,094
Total Operating Expenses	3,907	8,741
LOSS BEFORE INCOME TAXES	(3,907)	(8,741)
Provision for income taxes
LOSS FROM CONTINUING OPERATION	(3,907)	(8,741)
DISCONTINUED OPERATIONS
Loss from discontinued operations		(111,334)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX BENEFITS		(111,334)
NET LOSS	$ (3,907)	$ (120,075)
Basic and Diluted Loss per Common Share	$ 0.00	$ (0.03)
Basic and Diluted Weighted Average Common Shares Outstanding	3,697,000	3,697,000

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$ (3,907)	$ (8,741)
Net loss from discontinuing operations		(111,334)
Changes in operating assets and liabilities:
Accounts payable	1,157	(1,399)
Changes in operating assets and liabilities of discontinued operations		111,334
Net cash used in operating activities	(2,750)	(10,140)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties	2,750	10,140
Net cash provided by financing activities	2,750	10,140
Net change in cash and cash equivalents
Cash and cash equivalents - beginning of period
Cash and cash equivalents - end of period
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes

XML

Nature of Operations

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 1 - Nature of Operations

Medico International Inc. (the “Company” or “Medico”), a Nevada corporation, was formed by the owners and principals of Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), for the purpose of acting as the holding company for Smile Central and penetrating the U.S. financial markets. Smile Central owns six (6) 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. In 2016, one (1) additional dental clinic was opened. Smile Central plans to continue to expand its operations and create additional clinics in Singapore.

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

On June 5, 2017, the Company sold all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation. The Company is currently reviewing and revising its future business plans. To date, the Company has not yet solidified its future business plans.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the Securities and Exchange Commission on January 14, 2019.

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

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting.

Use of Estimates

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

Fair Value of Financial Instruments Estimates

The Company’s financial instruments including, accounts payable and due to related parties are carried at cost, which approximates fair value due to the short-term maturity of these instruments.

Concentrations of Credit Risk

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

Taxes Collected and Remitted to Governmental Authorities

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

¨ identify the contract with a customer;

¨ identify the performance obligations in the contract;

¨ determine the transaction price;

¨ allocate the transaction price to performance obligations in the contract; and

¨ recognize revenue as the performance obligation is satisfied.

Income Taxes

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

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

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

Deferred income tax assets and liabilities are measured at:

(i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and

(ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

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

Recently Adopted Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

Recent accounting pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s financial statements.

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

XML

Going Concern

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 3 - Going Concern

These financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of March 31, 2018, the Company has an accumulated deficit of $1,334,722 since inception and has a working capital deficiency of $463,601.

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

XML

Disposal of Subsidiaries

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 4 - Disposal of Subsidiaries

On June 5, 2017, the Company closed the transactions under the Share Exchange Agreement (“ Share Exchange Agreement”) by and between the Company, Eminent Healthcare Pte. Ltd., a Singaporean corporation, Multi Care Pte. Ltd., a Singaporean corporation, and Targeted Solutions Global Limited, a United Kingdom Private limited company, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”). Prior to the closing of the Stock Purchase, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. were the Company’s majority shareholders. Liew Min Hin, the Company’s former Chief Financial Officer and former member of the Board of Directors, owns 100% of Eminent Healthcare Pte. Ltd., and is the father of Dr. Daniel Liew, the Company’s former Chief Executive Officer and former member of the Board of Directors.

Pursuant to the share exchange agreement, the Company transferred all of the subsidiary shares to the purchaser and released the Subsidiary from the intra-Company loan of $965,866.

During the three months ended March 31, 2018, the Company recorded a loss on disposal of $0. The Company has no continuing involvement in the operations of Smile More Holdings. The disposal of Smile More Holdings qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Smile More Holdings’ operations from its Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations of Smile More Holdings for the three months ended March 31, 2018 and 2017 which are included in the loss from discontinued operations:

	Three Months Ended
	March 31,
	2018		2017
Dental Service Revenue, net	$	-	$	1,734,915
Cost of Services		-		1,192,687
Gross profit		-		542,228
General and administrative		-		152,739
Professional fees		-		26,260
Rental		-		210,515
Staff costs		-		199,077
Depreciation		-		57,411
Operating loss		-		(103,774	)
Other income		-		1,223
Interest expense		-		(8,783	)
Income tax benefit		-		-
Loss from discontinued operations, net of tax	$	-	$	(111,334	)

The following table shows the carrying amounts of the major classes of assets and liabilities associated with Smile More Holdings as of the June 5, 2017.

	June 5,
	2017
Cash and cash equivalents	$	359,066
Accounts receivable		1,175,394
Prepaid expenses and deposits		247,086
Supplies		100,177
Property and equipment, net		887,360
Accounts payable		(1,168,613	)
Accrued and other payables		(122,958	)
Due to related parties		(597,259	)
Loans payable		(565,938	)
Capital lease obligations		(168,996	)
Net assets and liabilities		145,319
Accumulated other comprehensive loss		(67,881	)
Loss on disposal	$	77,438

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 5 - Related Party Transactions

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

During the three months ended March 31, 2018, the Company received a net amount of $2,750 as advances and loans from various officers for the operating expenses of the Company. As of March 31, 2018 and December 31, 2017, the Company was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $427,562 and $424,812, respectively.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 6 - Commitments and Contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2018, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

XML

Subsequent Events

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 7 - Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure.

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Summary Of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting.

Use of Estimates

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

Fair Value of Financial Instruments Estimates

The Company’s financial instruments including, accounts payable and due to related parties are carried at cost, which approximates fair value due to the short-term maturity of these instruments.

Concentrations of Credit Risk

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

Taxes Collected and Remitted to Governmental Authorities

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

¨ identify the contract with a customer;

¨ identify the performance obligations in the contract;

¨ determine the transaction price;

¨ allocate the transaction price to performance obligations in the contract; and

¨ recognize revenue as the performance obligation is satisfied.

Income Taxes

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

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

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

Deferred income tax assets and liabilities are measured at:

(i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and

(ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

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

Recently Adopted Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s financial statements.

Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s financial statements.

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

XML

Disposal of Subsidiaries (Tables)

3 Months Ended

Mar. 31, 2018

Disposal Of Subsidiaries

Summary of results of operations

The following table shows the results of operations of Smile More Holdings for the three ended March 31, 2018 and 2017 which are included in the loss from discontinued operations:

	Three Months Ended
	March 31,
	2018		2017
Dental Service Revenue, net	$	-	$	1,734,915
Cost of Services		-		1,192,687
Gross profit		-		542,228
General and administrative		-		152,739
Professional fees		-		26,260
Rental		-		210,515
Staff costs		-		199,077
Depreciation		-		57,411
Operating loss		-		(103,774	)
Other income		-		1,223
Interest expense		-		(8,783	)
Income tax benefit		-		-
Loss from discontinued operations, net of tax	$	-	$	(111,334	)

Summary of carrying amounts of the major classes of assets and liabilities

The following table shows the carrying amounts of the major classes of assets and liabilities associated with Smile More Holdings as of the June 5, 2017.

	June 5,
	2017
Cash and cash equivalents	$	359,066
Accounts receivable		1,175,394
Prepaid expenses and deposits		247,086
Supplies		100,177
Property and equipment, net		887,360
Accounts payable		(1,168,613	)
Accrued and other payables		(122,958	)
Due to related parties		(597,259	)
Loans payable		(565,938	)
Capital lease obligations		(168,996	)
Net assets and liabilities		145,319
Accumulated other comprehensive loss		(67,881	)
Loss on disposal	$	77,438

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Nature of Operations (Details Narrative) - shares	1 Months Ended
	Sep. 19, 2015	Jun. 05, 2017
Multi Care Pte Ltd Member | Share Exchange Agreement Member
Nature Of Operations [Line Items]
Ownership percentage	70.00%
Smile More Holdings Pte Ltd Member
Nature Of Operations [Line Items]
Sold Issued and outstanding shares percentage		100.00%
Smile More Holdings Pte Ltd Member | Share Exchange Agreement Member
Nature Of Operations [Line Items]
Number of common stock issued	3,000,000
Eminent Healthcare Pte Ltd Member | Liew Min Hin [Member]
Nature Of Operations [Line Items]
Ownership percentage	100.00%	100.00%
Eminent Healthcare Pte Ltd Member | Share Exchange Agreement Member
Nature Of Operations [Line Items]
Ownership percentage	30.00%

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Summary of Significant Accounting Policies (Details Narrative	3 Months Ended
	Mar. 31, 2018 Subsidiary
Summary Of Significant Accounting Policies Details Narrative
Number of subsidiaries	7
Number of entities under common control of Smile Central Dental Group	5

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Going Concern (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Going Concern
Accumulated deficit	$ (1,334,722)	$ (1,330,815)
Working capital deficit	$ (463,601)

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Disposal of Subsidiaries (Details) - Smile More Holdings Pte Ltd Member - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Dental Service Revenue, net		$ 1,734,915
Cost of Services		1,192,687
Gross profit		542,228
General and administrative		152,739
Professional fees		26,260
Rental		210,515
Staff costs		199,077
Depreciation		57,411
Operating loss		(103,774)
Other income		1,223
Interest expense		(8,783)
Income tax benefit
Loss from discontinued operations, net of tax		$ (111,334)

XML

Disposal of Subsidiaries (Details 1) - USD ($)	Mar. 31, 2018	Jun. 05, 2017
Loss on disposal	$ 0
Smile More Holdings Pte Ltd Member
Cash and cash equivalents		$ 359,066
Accounts receivable		1,175,394
Prepaid expenses and deposits		247,086
Supplies		100,177
Property and equipment, net		887,360
Accounts payable		(1,168,613)
Accrued and other payables		(122,958)
Due to related parties		(597,259)
Loans payable		(565,938)
Capital lease obligations		(168,996)
Net assets and liabilities		145,319
Accumulated other comprehensive loss		(67,881)
Loss on disposal		$ 77,438

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Disposal of Subsidiaries (Details Narrative) - USD ($)	Mar. 31, 2018	Jun. 05, 2017	Sep. 19, 2015
Loss on disposal	$ 0
Share Exchange Agreement Member
Intra-Company loan		$ 965,866
Smile More Holdings Pte Ltd Member
Sold Issued and outstanding shares percentage		100.00%
Loss on disposal		$ 77,438
Eminent Healthcare Pte Ltd Member | Share Exchange Agreement Member
Ownership percentage			30.00%
Eminent Healthcare Pte Ltd Member | Liew Min Hin [Member]
Ownership percentage		100.00%	100.00%

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Loans from related parties	$ 2,750	$ 10,140
Due to related parties	427,562		$ 424,812
Various Officers [Member]
Loans from related parties	2,750
Officers [Member]
Due to related parties	$ 427,562		$ 424,812