Medicale Corp 10-Q/A for FY2023 Q3
Medicale Corp. (MCLE)
About this 10-Q/A
Medicale Corp filed this 10-Q/A on August 21, 2023, covering the quarter ended June 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $8537
- compared with a net loss of $6734 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 8000 | EIN | |
|
(State or other jurisdiction of incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
(
medicalecorp@gmail.com
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Incorp Services, Inc.
3773 Howard Hughes Parkway Suite 500 S
Las Vegas, NV 89169-6014
+1 (702) 866-2500
(Name, address and telephone number of agent for service)
Indicate by checkmark whether the issuer: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
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).
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. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of August 14, 2023 |
| Common Stock: $0.0001 |
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q, as originally filed on August 14, 2023.
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEDICALE CORP.
CONDENSED BALANCE SHEETS
| June 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Related party advances | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Current liabilities from discontinued operations | ||||||||
| Total Current Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, par value $; shares authorized, shares issued and outstanding at June 30, 2023, and September 30, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
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MEDICALE CORP.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three months Ended June 30, 2023 | Three months Ended June 30, 2022 | Nine months Ended June 30, 2023 | Nine months Ended June 30, 2022 | |||||||||||||
| General and Administrative Expenses | $ | $ | $ | $ | ||||||||||||
| NET INCOME (LOSS) FROM OPERATION | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for taxes | ||||||||||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from discontinued operations | ( | ) | ( | ) | ||||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER SHARE: BASIC AND DILUTED | ||||||||||||||||
| FROM CONTINUING OPERATION | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| FROM DISCONTINUED OPERATION | $ | $ | ) | $ | $ | ) | ||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
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MEDICALE CORP.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the three and nine months ended June 30, 2023 and 2022
(Unaudited)
| Common Stock | Additional Paid-in | Accumulated | Total Stockholder’s Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period ended December 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the period ended March 31, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the period ended June 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Debt forgiveness by related party | – | |||||||||||||||||||
| Net loss for the period ended December 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the period ended March 31, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the period ended June 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements
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MEDICALE CORP.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) for the period | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) for the period from discontinued operation | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Operating cashflows from discontinued operations | ||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party short term advances | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net Cash Increase (Decrease) for Period | ( | ) | ||||||
| Cash at the beginning of Period | ||||||||
| Cash at end of Period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Debt forgiveness by related party | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
| 6 |
MEDICALE CORP.
Notes to the Condensed Financial Statements
June 30, 2023 and 2022
(Unaudited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
MEDICALE CORP. (“the Company,”, “we,” “us” or “our”) was incorporated in the State of Nevada on August 17, 2020. We plan to offer consulting services and distribution of the dietary supplements. A dietary supplement is a manufactured product intended to supplement the diet when taken by mouth as a pill, capsule, tablet, or liquid. A supplement can provide nutrients either extracted from food sources or synthetic, individually or in combination, in order to increase the quantity of their consumption.
On December 28, 2022, the previous majority shareholder of Medicale Corp. (the “Company”) Borisi Alborovi entered into a stock purchase agreement for the sale of 3,200,000 shares of Common Stock of the Company (the “Shares”) to Magenta Acres, Inc.
As a result of the acquisition of the Shares, Magenta Acres Inc. holds approximately 54% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
On December 28, 2022, the previous sole officer and director of the Company, Borisi Alborovi, resigned his positions with the Company. Upon such resignations, Chen Zu De was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.
As of the date of this report, the Company had not yet commenced any operations. All activity through the date of this report relates to preserving cash, attempting to raise capital, and continuing the Company’s public reporting.
The principal place of business is now located at 9314 Forest Hill Blvd #929, Wellington, FL 33411. Our telephone number is (407)245-7339.
Note 2 – GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate
continuation of the Company as a going concern. The Company has an accumulated deficit of $
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Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended June 30, 2023 are not necessarily indicative of the operating results that may be expected for the year ending September 30, 2023. These unaudited condensed financial statements should be read in conjunction with the September 30, 2022, financial statements and notes thereto.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs
Financial Accounting Standard Board Accounting Standards Codification number 340-10-S99-1, Other Assets and Deferred Costs, allows specific, incremental costs directly related to securities offerings to be deferred and charged against the gross proceed of the offering. The Company defers applicable syndication expenses based on these criteria. The Company will write off all deferred offering costs if a securities offering is aborted.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 "Fair Value Measurement" defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.
For The three levels are defined as follows:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Due to its short-term nature, the carrying value of receivables, accounts payable, and advances approximated fair value at June 30, 2023.
| 8 |
Revenue Recognition
The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
All revenue generated by the Company was done so by operations that have been discontinued.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Long-Lived Assets – Intangible Assets
We account for our intangible assets in accordance with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2023, there were potentially dilutive debt or equity instruments issued or outstanding.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
| 9 |
Risks and Uncertainties
In December 2020, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.
The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.
Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these financial statements to conform to current period classifications.
Note 4 – DISCONTINUED OPERATION
Through June 30, 2023, the Company’s primary business was the sale of various consumer products and accessories. As of January 1, 2023, the Company ceased operations. On January 9, 2023, a change in control completed as the Company’s former majority shareholder sold his 3,200,000 shares to an investor group. After the change in control, the Company’s operations are determined by the new investor group. As such, the Company accounted for all of its revenue (loss), liabilities and results of operations up to January 1, 2023 as discontinued operations.
The Company has reclassified its previously issued financial statements to segregate the discontinued operations as of the earliest period reported.
The following table presents information related to the liabilities that were classified as current liabilities from discontinued operations in our balance sheets:
| Schedule of discontinued operations - balance sheet | June 30, 2023 | September 30, 2022 | ||||||
| (Unaudited) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Total current liabilities from discontinued operations | $ | $ | ||||||
| 10 |
The following table presents information related to the revenue and expenses of the discontinued operations that were classified as Income (Loss) from discontinued operations in our income statement:
| Schedule of discontinued operations - income statement | June 30, 2023 | September 30, 2022 | ||||||
| (Unaudited) | ||||||||
| REVENUES | $ | $ | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||
| AMORTIZATION OF INTANGIBLE ASSETS | ( | ) | ||||||
| NET INCOME (LOSS) FROM OPERATION | ( | ) | ||||||
| NET LOSS PER SHARE: BASIC AND DILUTED | ||||||||
| FROM DISCONTINUED OPERATION | $ | $ | ) | |||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
Note 5 – COMMON STOCK
The Company has , $ par value shares of voting common stock authorized.
All shares of common stock have voting rights and are identical. All holders of shares of common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.
On December 28, 2022, Borisi Alborovi, the previous majority shareholder of Medicale Corp. (the “Company”), entered into a stock purchase agreement for the sale of 3,200,000 shares of Common Stock of the Company (the “Shares”) to Magenta Acres, Inc.
As of June 30, 2023 the company had shares issued and outstanding.
Voting Common Stock
All shares of common stock have voting rights and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.
Non-voting Common Stock
All of the other terms of the Non-Voting Common Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock, as explained in the Company’s Bylaws.
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Note 6 – INTANGIBLE ASSETS
The Company
purchased and possesses an asset in a form of an operative website with news blog. The Company purchased the website for
$12,000 and was amortizing the asset straight-line over its five-year useful life or $2,400 per year. Due to the impairment
evaluation analysis as of September 30, 2022 where we deemed the asset’s carrying amount was not recoverable, we recognized
impairment of $
Note 7 – COMMITMENTS AND CONTINGENCIES
Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.
Note 8 – RELATED PARTY TRANSACTIONS
The sole officer and director, Borisi Alborovi, was the only related party with whom the Company had transactions with during the period from inception on August 17, 2020 through December 31, 2022.
On December 28, 2022, the previous sole officer and director, Borisi Alborovi, resigned his positions with the Company. Upon such resignations, Chen Zu De was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.
As a result of the acquisition of the Shares on
December 28, 2022, the previous majority shareholder of Medicale Corp. (the “Company”) Borisi Alborovi forgive the debt that
due to him, with the amount of $
As of June 30, 2023 and September 30, 2022, the
Company owed Mr. Alborovi $
As of June 30, 2023 and September 30, 2022, the
Company owed Chen Zu De $
Note 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Employees and Employment Agreements
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Ended June 30, 2023 and 2022:
During the three months ended June 30, 2023 and 2022 the Company’s net loss from discontinued operations were $600.
Our net loss for the three months ended June 30, 2023 was $8,537. Operating expenses consist of mainly professional fees.
Our net loss for the three months ended June 30, 2022 was $6,734 Operating expenses consist of mainly professional fees.
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Nine Months Ended June 30, 2023 and 2022:
During the nine months ended June 30, 2023 and 2022 the Company’s net income from discontinued operations were $455 and net loss from discontinued operations $1,800.
Our net loss for the nine months ended June 30, 2023 was $22,911. Operating expenses consist of mainly professional fees.
Our net loss for the nine months ended June 30, 2022 was $32,065. Operating expenses consist of mainly professional fees
Liquidity and Capital Resources
As of June 30, 2023, our total assets were $159 consisting of cash of $159. As of June 30, 2023, our current liabilities were $26,652 consisting of related party advances of $8,240, accounts payable and accrued expenses of $6,412, and current liabilities from discontinued operations of $12,000.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months ended June 30, 2023 and 2022, net cash flows used in operating activities were $13,499 and $21,065, respectively.
Cash Flows from Investing Activities
We have not generated cash flows from investing activities during the nine months ended June 30, 2023 and 2022, respectively.
Cash Flows from Financing Activities
We have generated cash flows from financing activities in the amount $13,658 and $0 during the nine months ended June 30, 2023 and 2022, respectively.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
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Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
ITEM 4. 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 June 30, 2023. 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 nine months period ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
| 31 | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 32 | Certification of the Chief Executive Officer and the Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) |
| 16 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in 9314 Forest Hill Blvd #929, Wellington, FL 33411.
| MEDICALE CORP. | ||
| By: /s/ J. Chen Zu De | ||
|
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) | ||
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s J. Chen Zu De | ||||
| Chen Zu De |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
August 21, 2023 |
| 17 |
Exhibit 31
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002
I, Chen Zu De, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Medicale Corp.
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. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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. I have disclosed, based on my 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: August 21, 2023
/s/ Chen Zu De
Chen Zu De
Chief Executive Officer
Chief Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Medicale Corp. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Chen Zu De
Chen Zu De
Chief Executive Officer
Chief Financial Officer
August 21, 2023