Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 12, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Medico International Inc. | ||
Entity Central Index Key | 1,658,432 | ||
Trading Symbol | mddt | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 3,697,000 | ||
Entity Public Float | $ 0 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 287,754 | $ 316,603 |
Accounts receivable | 416,658 | 263,817 |
Other receivables | 69,000 | |
Prepaid expenses and deposits | 222,084 | 193,723 |
Inventory | 113,229 | 84,167 |
Total Current Assets | 1,039,725 | 927,310 |
Property and equipment, net | 1,037,656 | 993,968 |
TOTAL ASSETS | 2,077,381 | 1,921,278 |
Current Liabilities | ||
Accounts payable | 633,247 | 470,073 |
Accrued and other payables | 186,894 | 114,191 |
Due to related parties | 1,150,316 | 1,003,296 |
Deferred revenue | 2,454 | |
Capital lease obligations - current | 187,171 | 212,570 |
Total Current Liabilities | 2,160,082 | 1,800,130 |
Capital lease obligations | 177,083 | 175,343 |
TOTAL LIABILITIES | 2,337,165 | 1,975,473 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 500,000,000 shares authorized, 3,697,000 and 3,000,000 shares issued and outstanding, respectively | 3,697 | 3,000 |
Additional paid-in capital | 867,424 | 171,121 |
Accumulated deficit | (1,161,700) | (241,690) |
Accumulated other comprehensive gain | 30,795 | 13,374 |
TOTAL STOCKHOLDERS' DEFICIT | (259,784) | (54,195) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,077,381 | $ 1,921,278 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,697,000 | 3,000,000 |
Common stock, shares, outstanding | 3,697,000 | 3,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
DENTAL SERVICE REVENUE, NET | $ 6,543,428 | $ 4,905,241 |
COST OF SERVICES | 5,673,813 | 3,781,246 |
GROSS PROFIT | 869,615 | 1,123,995 |
OPERATING EXPENSES | ||
Rental | 845,684 | 561,167 |
General and administrative | 384,287 | 158,781 |
Professional fees | 299,956 | 408,413 |
Depreciation | 236,711 | 139,930 |
Staff costs | 117,415 | 88,473 |
Total Operating Expenses | 1,884,053 | 1,356,764 |
LOSS FROM OPERATIONS | (1,014,438) | (232,769) |
OTHER INCOME/(EXPENSE) | ||
Other income | 102,832 | 149,894 |
Interest expense | (8,404) | (5,833) |
TOTAL OTHER INCOME/(EXPENSE) | 94,428 | 144,061 |
LOSS BEFORE INCOME TAXES | (920,010) | (88,708) |
Provision for income taxes | ||
NET LOSS | (920,010) | (88,708) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustments | 17,421 | 6,976 |
TOTAL COMPREHENSIVE LOSS | $ (902,589) | $ (81,732) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ 0.25 | $ (0.06) |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 3,647,486 | 1,495,371 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2014 | $ 907 | $ (152,982) | $ 6,398 | $ (145,677) | |
Balance (in shares) at Dec. 31, 2014 | 907,320 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment on shares exchange | $ 2,093 | 69,257 | 71,350 | ||
Adjustment on shares exchange (in shares) | 2,092,680 | ||||
Loans forgiven by shareholder | 101,864 | 101,864 | |||
Net loss | (88,708) | (88,708) | |||
Foreign currency translation adjustments | 6,976 | 6,976 | |||
Balance at Dec. 31, 2015 | $ 3,000 | 171,121 | (241,690) | 13,374 | (54,195) |
Balance (in shares) at Dec. 31, 2015 | 3,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment on shares exchange | |||||
Issuance of shares | $ 697 | 696,303 | $ 697,000 | ||
Issuance of shares (in shares) | 697,000 | 697,000 | |||
Net loss | (920,010) | $ (920,010) | |||
Foreign currency translation adjustments | 17,421 | 17,421 | |||
Balance at Dec. 31, 2016 | $ 3,697 | $ 867,424 | $ (1,161,700) | $ 30,795 | $ (259,784) |
Balance (in shares) at Dec. 31, 2016 | 3,697,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (920,010) | $ (88,708) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Bad debt | 7,057 | |
Depreciation | 575,689 | 374,037 |
Loss on disposal of equipment | 18,967 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (152,841) | (18,769) |
Other receivables | 69,000 | (69,000) |
Prepaid expenses and deposits | (28,361) | (91,405) |
Inventory | (29,062) | (70,557) |
Accounts payable | 163,174 | 362,877 |
Accrued and other payables | 72,703 | (133,219) |
Deferred revenue | 2,454 | |
Net cash (used in) provided by operating activities | (228,287) | 272,313 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (438,226) | (361,286) |
Net cash used in investing activities | (438,226) | (361,286) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of shares | 697,000 | |
Loans from related parties | 147,020 | 581,503 |
Repayment of capital lease obligations | (223,777) | (294,502) |
Net cash provided by financing activities | 620,243 | 287,001 |
Effects on changes in foreign exchange rate | 17,421 | 6,976 |
Net increase in cash and cash equivalents | (28,849) | 205,004 |
Cash and cash equivalents - beginning of period | 316,603 | 111,599 |
Cash and cash equivalents - end of period | 287,754 | 316,603 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 8,404 | 5,833 |
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activity: | ||
Equipment acquired under capital lease obligations | $ 198,264 | 467,404 |
Loans forgiven by shareholder | 101,864 | |
Share exchange | $ 71,350 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Nature Of Operations [Abstract] | |
Nature of Operations | Note 1: Nature of Operations Medico International Inc. (the “Company” or “Medico”), a Nevada corporation, was formed by the owners and principals of Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), for the purpose of acting as the holding company for Smile Central and penetrating the U.S. financial markets. Smile Central owns 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") on the accrual basis of accounting. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. Functional Currency The Company's functional currency is the Singapore Dollar and reporting currency is the U.S. dollar. All transactions initiated in Singapore Dollar are translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830-30, "Translation of Financial Statements," as follows: i) Assets and liabilities at the rate of exchange in effect at the balance sheet date. ii) Equity at historical rates. iii) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are included in accumulated other comprehensive gain in stockholders’ deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents The Company 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, 2016 and 2015, the Company has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible. Inventory Inventory is stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual cost, on a first-in, first-out basis. Inventory on hand is evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventory by providing an excess inventory reserve. As of December 31, 2016 and 2015 the Company determined that no reserve was required. Property and Equipment Property and equipment are stated at cost and are depreciated over their estimated useful lives using the straight-line method. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the account and any gain or loss is reflected on the consolidated statements of operations. Estimated useful lives for computers are 1 ~ 3 years and useful lives for dental equipment, furniture and fittings, office equipment and lab equipment are 3 ~ 5 years. Renovations are included at the lessor of useful life or the life of the lease. Impairment or Disposal of Long-Lived Assets The Company evaluates its long-lived assets whenever significant events or changes in circumstances occur that indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. No such impairment was indicated at December 31, 2016 and 2015. Fair Value of Financial Instruments Estimates Concentrations of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk include cash. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit rating and concentration of risk with these financial institutions on a continuing basis to mitigate risk. Taxes Collected and Remitted to Governmental Authorities The Company reports taxes collected from customers, which are primarily goods and service tax, on a net basis. Revenue Recognition Revenues are recognized when services are rendered, amounts are reliably measurable, and collectability is assured. Revenue is presented, net of goods and services tax, rebates and discounts. Advertising Advertising costs are expensed as incurred. Advertising costs totaled $53,917 and $13,536 for the years ended December 31, 2016 and 2015, respectively. Income Taxes Current income tax liabilities for current and prior years are recognized at the amounts expected to be paid to the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets/liabilities are recognized for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements except when the deferred income tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets and liabilities are measured at: (i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and (ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income taxes are recognized as income or expenses in the consolidated statements of operations. Recent Accounting Pronouncements In December 2016, the Financial Accounting Standards Board (FASB) has issued ASU No. 2016-20, “ Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Management has considered all recent accounting pronouncements issued. The Company's management believes that these other recent pronouncements will not have a material effect on the Company's consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | Note 3: Going Concern These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of December 31, 2016, the Company has an accumulated deficit of $1,161,700 since inception and has a working capital deficiency of $1,120,357. Management's plans include raising capital through the equity markets to fund operations and eventually, generating profit through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment December 31, December 31, Dental equipment $ 1,057,544 $ 835,949 Renovation 755,217 525,341 Computer 68,003 60,190 Office equipment 19,258 20,539 Lab equipment 6,679 6,135 Furniture and fittings 3,218 530 1,909,919 1,448,684 Less accumulated depreciation (872,263 ) (454,716 ) $ 1,037,656 $ 993,968 Depreciation expense of approximately $576,000 and $374,000 was recorded by the Company for the years ended December 31, 2016 and 2015, respectively. Approximately $339,000 and $234,000 is included in the cost of services and approximately $237,000 and $140,000 is included in operating expenses on the Company’s consolidated statements of operations for the years ended December 31, 2016 and 2015, respectively. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Capital Leases | Note 5: Capital Leases The Company leases dental equipment under non-cancellable capital lease arrangements. The terms of those capital leases vary from 3 to 5 years and annual interest rates vary from 3% to 7%. As of December 31, 2016, the future minimum lease payments under finance leases are as follows: 2017 $ 196,782 2018 118,886 2019 69,589 Total 385,257 Amount representing interest payments (21,003 ) Present value of future minimum payments 364,254 Capital lease obligation, current portion 187,171 Capital lease obligation, long-term portion $ 177,083 |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | Note 6: Related Parties 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 years ended December 31, 2016 and 2015, the Company received net advances of $147,020 and $581,503 by the way of loans from various officers. As of December 31, 2016 and 2015, the Company was obligated to its officers for unsecured, non-interest bearing demand loans with balances totaling $1,150,316 and $1,003,296, respectively. During the year ended December 31, 2015, one of the Company’s officers forgave $101,864 of expenses paid on behalf of the Company, which was recorded as additional paid in capital. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Note 7: Common Stock During the year ended December 31, 2016, the Company issued 697,000 shares at $1.00 per share in connection with its registration statement resulting in proceeds of $697,000. As of December 31, 2016 and 2015, 3,697,000 and 3,000,000 shares of common stock were issued and outstanding, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8: Income Taxes The Company accounts for income taxes in accordance with the provisions of FASB ASC 740, Accounting for Uncertainty in Income Taxes The Company 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: 2016 2015 Taxes – current $ - $ - Taxes – deferred - - Income tax expenses $ - $ - The Company is subject to taxation in the United States and Singapore. The provision for income taxes differs from the amounts which would be provided by applying the statutory income tax rate of 17% in Singapore and 34% in the United States to the net income (loss) before provision for income taxes for the following reasons: 2016 2015 Computed at the statutory rate $ 312,803 $ 30,161 Difference in rates in Singapore (139,261 ) (5,879 ) Non-deductible expenses - - Change in valuation allowance (173,542 ) (24,282 ) Actual tax expense $ - $ - Following are the details of deferred tax assets and its valuation allowance: December 31, December 31, Deferred tax assets Net operating loss carry forwards $ 1,161,700 $ 241,690 Deferred tax asset before valuation allowance 223,831 50,289 Valuation allowance Beginning balance (50,289 ) (26,007 ) Changes during the period (173,542 ) (24,282 ) Ending balance (223,831 ) (50,289 ) $ - $ - 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. The Company has yet to file its tax return with the Inland Revenue Authority of Singapore for the year of assessment of 2016. Due to the change in ownership provisions of the income tax laws of United States of America, net operating loss carry forwards of approximately $1,161,700, which expire commencing in fiscal 2035, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9: 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 leases space for its dental clinics under non-cancelable operating leases. During the years ended December 31, 2016 and 2015, the Company paid rent expenses of $845,684 and $561,167, respectively. As of December 31, 2016, the approximate future aggregate minimum lease payments under the non-cancellable operating leases were as follows: 2017 $ 790,578 2018 457,567 2019 110,592 $ 1,358,737 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10: Subsequent Events On February 14, 2017, the Company entered into four lease agreements for property, plant, and equipment, which totaled $948,616 Singapore dollars ($655,494 USD). he Company agreed to make monthly payments in regards to these agreements, which end in January 2020. Due to the continued consolidated losses experience by the Company as the result of the losses of the Company’s wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (“Smile Central”), the Board of Directors of the Company believed it was in the best interests of the Company and its shareholders to dispose of Smile Central. In addition, the Company had provided Smile Central with over $600,000 in intra-company loans (the “Intra-Company Loan”). The Company’s former majority shareholders, Eminent Healthcare Pte. Ltd. and Multi Care Pte. Ltd. (the “Majority Shareholders”), became shareholders of the Company in 2015 by exchanging all of the outstanding share capital of Smile Central (“Smile Shares”) for 3,000,000 shares of the Company’s common stock (the “Medico Shares”) and the Majority Shareholders desired to re-acquire the Smile Shares. 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, in consideration for transferring the Smile Shares to the Majority Shareholders and waiving the Intra-Company Loan, the 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 the Company and in connection with the closing of the Share Exchange Agreement, Jiang Chun Yan was appointed as the CEO and sole member of the 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 the Company will no longer own and operate dental clinics in Singapore but will focus its efforts in the area of cancer diagnostics tools in connection with the Patent. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") on the accrual basis of accounting. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. |
Functional Currency | Functional Currency The Company's functional currency is the Singapore Dollar and reporting currency is the U.S. dollar. All transactions initiated in Singapore Dollar are translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830-30, "Translation of Financial Statements," as follows: i) Assets and liabilities at the rate of exchange in effect at the balance sheet date. ii) Equity at historical rates. iii) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are included in accumulated other comprehensive gain in stockholders’ deficit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash accounts primarily with banks located in Singapore and they are all denominated in Singapore dollar. |
Accounts Receivables | 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, 2016 and 2015, the Company has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible. |
Inventories | Inventory Inventory is stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual cost, on a first-in, first-out basis. Inventory on hand is evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventory by providing an excess inventory reserve. As of December 31, 2016 and 2015 the Company determined that no reserve was required. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated over their estimated useful lives using the straight-line method. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the account and any gain or loss is reflected on the consolidated statements of operations. Estimated useful lives for computers are 1 ~ 3 years and useful lives for dental equipment, furniture and fittings, office equipment and lab equipment are 3 ~ 5 years. Renovations are included at the lessor of useful life or the life of the lease. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company evaluates its long-lived assets whenever significant events or changes in circumstances occur that indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. No such impairment was indicated at December 31, 2016 and 2015. |
Fair Value of Financial Instruments Estimates | Fair Value of Financial Instruments Estimates |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk include cash. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit rating and concentration of risk with these financial institutions on a continuing basis to mitigate risk. |
Taxes Collected and Remitted to Governmental Authorities | Taxes Collected and Remitted to Governmental Authorities The Company reports taxes collected from customers, which are primarily goods and service tax, on a net basis. |
Revenue Recognition | Revenue Recognition Revenues are recognized when services are rendered, amounts are reliably measurable, and collectability is assured. Revenue is presented, net of goods and services tax, rebates and discounts. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising costs totaled $53,917 and $13,536 for the years ended December 31, 2016 and 2015, respectively. |
Income Taxes | Income Taxes Current income tax liabilities for current and prior years are recognized at the amounts expected to be paid to the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets/liabilities are recognized for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements except when the deferred income tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets and liabilities are measured at: (i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and (ii) the tax consequence that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income taxes are recognized as income or expenses in the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2016, the Financial Accounting Standards Board (FASB) has issued ASU No. 2016-20, “ Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Management has considered all recent accounting pronouncements issued. The Company's management believes that these other recent pronouncements will not have a material effect on the Company's consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, Dental equipment $ 1,057,544 $ 835,949 Renovation 755,217 525,341 Computer 68,003 60,190 Office equipment 19,258 20,539 Lab equipment 6,679 6,135 Furniture and fittings 3,218 530 1,909,919 1,448,684 Less accumulated depreciation (872,263 ) (454,716 ) $ 1,037,656 $ 993,968 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Schedule of future minimum lease payments under finance leases | 2017 $ 196,782 2018 118,886 2019 69,589 Total 385,257 Amount representing interest payments (21,003 ) Present value of future minimum payments 364,254 Capital lease obligation, current portion 187,171 Capital lease obligation, long-term portion $ 177,083 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | 2016 2015 Taxes – current $ - $ - Taxes – deferred - - Income tax expenses $ - $ - |
Schedule of provision for income taxes differs from the amounts provided by applying the statutory income tax | 2016 2015 Computed at the statutory rate $ 312,803 $ 30,161 Difference in rates in Singapore (139,261 ) (5,879 ) Non-deductible expenses - - Change in valuation allowance (173,542 ) (24,282 ) Actual tax expense $ - $ - |
Schedule of deferred tax assets and its valuation | December 31, December 31, Deferred tax assets Net operating loss carry forwards $ 1,161,700 $ 241,690 Deferred tax asset before valuation allowance 223,831 50,289 Valuation allowance Beginning balance (50,289 ) (26,007 ) Changes during the period (173,542 ) (24,282 ) Ending balance (223,831 ) (50,289 ) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future aggregate minimum lease payments | 2017 $ 790,578 2018 457,567 2019 110,592 $ 1,358,737 |
Nature of Operations (Detail Te
Nature of Operations (Detail Textuals) | 1 Months Ended | |||
Sep. 19, 2015shares | Dec. 31, 2016Clinic | Dec. 31, 2015Clinic | Jan. 31, 2014Clinic | |
Smile Central | ||||
Nature Of Operations [Line Items] | ||||
Number of dental clinics owned in Singapore | 6 | |||
Number of dental clinics launched | 3 | |||
Number of additional dental clinics opened | 1 | 2 | ||
Smile Central | Share Exchange Agreement | ||||
Nature Of Operations [Line Items] | ||||
Number of common stock issued | shares | 3,000,000 | |||
Eminent Healthcare Pte. Ltd. | Share Exchange Agreement | ||||
Nature Of Operations [Line Items] | ||||
Ownership percentage | 30.00% | |||
Eminent Healthcare Pte. Ltd. | Liew Min Hin | ||||
Nature Of Operations [Line Items] | ||||
Ownership percentage | 100.00% | |||
Multi Care Pte. Ltd. | Share Exchange Agreement | ||||
Nature Of Operations [Line Items] | ||||
Ownership percentage | 70.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Detail Textuals) | 12 Months Ended |
Dec. 31, 2016 | |
Computer | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 1 ~ 3 years |
Dental Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 3 years |
Dental Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Furniture and Fittings | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 3 years |
Furniture and Fittings | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Office Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 3 years |
Office Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Lab equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 3 years |
Lab equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 53,917 | $ 13,536 |
Going Concern (Detail Textuals)
Going Concern (Detail Textuals) - USD ($) | 35 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Going Concern [Abstract] | ||
Accumulated deficit | $ (1,161,700) | $ (241,690) |
Working capital deficiency | $ (1,120,357) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,909,919 | $ 1,448,684 |
Less accumulated depreciation | (872,263) | (454,716) |
Property and equipment, net | 1,037,656 | 993,968 |
Renovation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 755,217 | 525,341 |
Computer | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 68,003 | 60,190 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,258 | 20,539 |
Furniture and fittings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,218 | 530 |
Dental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,057,544 | 835,949 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,679 | $ 6,135 |
Property and Equipment (Detail
Property and Equipment (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 575,689 | $ 374,037 |
Cost of services | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 339,000 | 234,000 |
Operating expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 237,000 | $ 140,000 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Leases, Capital [Abstract] | ||
2,017 | $ 196,782 | |
2,018 | 118,886 | |
2,019 | 69,589 | |
Total | 385,257 | |
Amount representing interest payments | (21,003) | |
Present value of future minimum payments | 364,254 | |
Capital lease obligation, current portion | 187,171 | $ 212,570 |
Capital lease obligation, long-term portion | $ 177,083 | $ 175,343 |
Capital Leases (Detail Textuals
Capital Leases (Detail Textuals) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Schedule Of Capital Leases [Line Items] | |
Capital leases, term of contract | 3 years |
Capital leases, annual interest rate | 3.00% |
Maximum | |
Schedule Of Capital Leases [Line Items] | |
Capital leases, term of contract | 5 years |
Capital leases, annual interest rate | 7.00% |
Related Parties Transactions (D
Related Parties Transactions (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Advances received from officers | $ 147,020 | $ 581,503 |
Due to related parties | $ 1,150,316 | 1,003,296 |
Loans forgiven by shareholder recorded as additional paid in capital | $ 101,864 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||
Issuance of shares (in shares) | 697,000 | |
Stock issued price per share | $ 1 | |
Proceeds from issuance of common stock | $ 697,000 | |
Common stock, shares issued | 3,697,000 | 3,000,000 |
Common stock, shares, outstanding | 3,697,000 | 3,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Taxes - current | ||
Taxes - deferred | ||
Actual tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Computed at the statutory rate | $ 312,803 | $ 30,161 |
Difference in rates in Singapore | (139,261) | (5,879) |
Non-deductible expenses | ||
Change in valuation allowance | (173,542) | (24,282) |
Actual tax expense |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets | ||
Net operating loss carry forwards | $ 1,161,700 | $ 241,690 |
Deferred tax asset before valuation allowance | 223,831 | 50,289 |
Deferred tax assets | ||
Valuation allowance | ||
Beginning balance | (50,289) | (26,007) |
Changes during the period | (173,542) | (24,282) |
Ending balance | $ (223,831) | $ (50,289) |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal taxing authorities examination period | 5 years |
Statutory income tax rate in Singapore | 17.00% |
Statutory income tax rate in the United States | 34.00% |
Net operating loss carry forwards | $ 1,161,700 |
Commitments and Contingencies36
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 790,578 |
2,018 | 457,567 |
2,019 | 110,592 |
Total | $ 1,358,737 |
Commitments and Contingencies37
Commitments and Contingencies (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expenses | $ 845,684 | $ 561,167 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - Subsequent Event | Jun. 05, 2017USD ($) | Feb. 14, 2017USD ($)Agreementshares | Feb. 14, 2017SGDAgreementshares |
Smile Central | |||
Subsequent Event [Line Items] | |||
Intra-company loans | $ 600,000 | ||
Ownership percent | 100.00% | ||
Majority Shareholders | Smile Central | |||
Subsequent Event [Line Items] | |||
Number of shares acquired with exchange of outstanding share capital | shares | 3,000,000 | 3,000,000 | |
Majority Shareholders | Targeted Solutions Global Limited | |||
Subsequent Event [Line Items] | |||
Amount received from TSG under Stock Purchase Agreement | $ 200,000 | ||
Lease agreement | |||
Subsequent Event [Line Items] | |||
Number of lease agreements | Agreement | 4 | 4 | |
Amount of lease agreements for property, plant, and equipment | $ 655,494 | SGD 948,616 | |
Share Exchange Agreement ("Share Exchange Agreement") | Eminent Healthcare Pte. Ltd | Liew Min Hin | |||
Subsequent Event [Line Items] | |||
Ownership percent | 100.00% |