Medicale Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Medicale Corp. has filed its 2023 Form 10-K, detailing its operations and financial status for the fiscal year ending September 30, 2023.</b>

AI Summary

Medicale Corp. (MCLE) filed a Annual Report (10-K) with the SEC on January 2, 2024. Medicale Corp. filed its annual report on Form 10-K for the fiscal year ended September 30, 2023. The company is incorporated in Nevada and its principal executive offices are located in Wellington, Florida. Medicale Corp. is classified under the Services-Health Services SIC code (8000). The filing indicates that the company is not a well-known seasoned issuer. No securities are registered on any exchange under Section 12(b) of the Act.

Why It Matters

For investors and stakeholders tracking Medicale Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Medicale Corp.'s business, financial condition, and risk factors for investors and stakeholders. The report's details on the company's structure, location, and SIC classification offer context for its operational focus within the health services sector.

Risk Assessment

Risk Level: low — Medicale Corp. shows low risk based on this filing. The risk is low as this is a standard annual filing with no immediate negative indicators, but specific financial performance details are not yet available in this header information.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management discussion, and risk factors to assess Medicale Corp.'s performance and outlook.

Key Numbers

• 2023-09-30 — Fiscal Year End (Fiscal year ended date)
• 2024-01-02 — Filing Date (Date the 10-K was filed)
• 0001683168-24-000004 — Accession Number (Unique identifier for the filing)
• 49 — Public Document Count (Number of documents in the filing)

Key Players & Entities

• Medicale Corp. (company) — Filer name and company name
• 9314 Forest Hill Blvd #929 (address) — Registrant's principal executive offices address
• Wellington, FL 33411 (address) — Registrant's principal executive offices city, state, and zip
• 407-245-7339 (phone) — Registrant's business phone number
• Nevada (jurisdiction) — State of incorporation
• 8000 (sic_code) — Primary Standard Industrial Classification Number
• Incorp Services, Inc (company) — Agent for service
• 333-250025 (sec_file_number) — Commission File Number

FAQ

Industry Context

Medicale Corp. operates within the health services sector, indicated by its SIC code 8000. This sector encompasses a wide range of healthcare-related businesses.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, as evidenced by its filing of a Form 10-K.

What Investors Should Do

1. Analyze the full 10-K for detailed financial performance metrics.
2. Review the 'Risk Factors' section for potential challenges and uncertainties.
3. Investigate management's discussion and analysis of financial condition and results of operations.

Key Dates

• 2023-09-30: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-01-02: Filing Date — Date Medicale Corp. submitted its annual report.

Year-Over-Year Comparison

This is the initial 10-K filing information available, with no prior filing data provided for comparison.

Key Financial Figures

• $0.0001 — as of December 15, 2023 Common Stock: $0.0001 5,920,000 TABLE OF CONTENTS PART 1
• $37,138 — iscal year ended September 30, 2023 was $37,138 compared to a net loss of $46,419 durin
• $46,419 — 3 was $37,138 compared to a net loss of $46,419 during the fiscal year ended September
• $445 — mber 30, 2022 the Company had generated $445 and Nil respectively. All revenue gene
• $37,593 — n discontinued. Expenses incurred were $37,593 during fiscal year ended September 30,
• $44,019 — ar ended September 30, 2023 compared to $44,019 during fiscal year ended September 30,
• $159 — ptember 30, 2023, our total assets were $159. As of September 30, 2022, our total a
• $0 — ptember 30, 2022, our total assets were $0. Cash Flows from Operating Activities
• $25,739 — flows used in operating activities was $25,739. For the fiscal year ended September 30
• $24,619 — flows used in operating activities was $24,619. Cash Flows from Investing Activities
• $25,898 — sh provided by financing activities was $25,898. For the fiscal year ended September 30
• $6,144 — net cash from financing activities was $6,144. OFF-BALANCE SHEET ARRANGEMENTS We ha

Filing Documents

• medicale_i10k-093023.htm (10-K) — 346KB
• medicale_ex3101.htm (EX-31.1) — 7KB
• medicale_ex3201.htm (EX-32.1) — 4KB
• greengrowth.jpg (GRAPHIC) — 12KB
• 0001683168-24-000004.txt (&nbsp;) — 1917KB
• mcle-20230930.xsd (EX-101.SCH) — 19KB
• mcle-20230930_cal.xml (EX-101.CAL) — 25KB
• mcle-20230930_def.xml (EX-101.DEF) — 21KB
• mcle-20230930_lab.xml (EX-101.LAB) — 130KB
• mcle-20230930_pre.xml (EX-101.PRE) — 103KB
• medicale_i10k-093023_htm.xml (XML) — 173KB

Risk Factors

Risk Factors 1 ITEM 1B Unresolved Staff Comments 1 ITEM 2

Properties

Properties 1 ITEM 3

Legal Proceedings

Legal Proceedings 1 ITEM 4 Mine Safety Disclosures 1 PART II ITEM 5 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 2 ITEM 6 (Reserved) 2 ITEM 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 2 ITEM 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 4 ITEM 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 4 ITEM 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 4 ITEM 9A

Controls and Procedures

Controls and Procedures 4 ITEM 9B Other Information 6 ITEM 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 6 PART III ITEM 10 Directors, Executive Officers, Promoters and Control Persons of the Company 7 ITEM 11

Executive Compensation

Executive Compensation 8 ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 9 ITEM 13 Certain Relationships and Related Transactions 10 ITEM 14 Principal Accountant Fees and Services 11 PART IV ITEM 15 Exhibits 12 ITEM 16 Form 10-K Summary 12 i

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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 date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking 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. ii PART I

Description of Business

Item 1. Description of Business. GENERAL INFORMATION ABOUT OUR COMPANY Medicale Corp ("we," "our" or the "Company") was incorporated in the State of Nevada on August 17, 2020. To date we have not generated revenue from our business operations. Furthermore, as we are still in the early stages of developing our business and expect to operate at a loss as we grow our business. There is little historical financial information about our Company upon which to base an evaluation of our performance or to make a decision regarding an investment in our shares. We cannot guarantee that we will be successful in our business operations or that we will achieve significant, if any, level of market acceptance for our proposed business operations and products. Our business could be subject to any or all of the problems, expenses, delays and risks inherent in the establishment of a new business enterprise, including limited capital resources, possible changes in consumer interest, possible cost overruns due to price and cost increases in services or products we require. We have never been subject to any bankruptcy proceedings. The principal place of business is now located at 9314 Forest Hill Blvd #929, Wellington, FL 33411. Our telephone number is (407)245-7339. 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.

Risk Factors

Item 1A. Risk Factors. Not required for Smaller reporting companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. Not required for Smaller reporting companies.

Properties

Item 2. Properties. Currently we don't own any properties. Our business office is located at 9314 Forest Hill Blvd #929, Wellington, FL 33411.

Legal Proceedings

Item 3. Legal Proceedings. We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not Applicable. 1 PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. The company stock is not trading at the moment. Registered Holders of our Common Stock As of September 30, 2023, there were approximately 32 record owners of our common stock including director. Dividends The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. Recent Sales of Unregistered Securities During our fiscal years ended September 30, 2023 and 2022, we had no sales of unregistered shares. Issuer Purchases of Equity Securities During the fiscal year ended September 30, 2023, and 2022 the Company did not repurchase any shares of its Common Stock.

Management's Discussion and Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We are a development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program. PLAN OF OPERATION FISCAL YEAR ENDED SEPTEMBER 30, 2023 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2023. Our net loss for the fiscal year ended September 30, 2023 was $37,138 compared to a net loss of $46,419 during the fiscal year ended September 30, 2022. In September 30, 2023 and September 30, 2022 the Company had generated $445 and Nil respectively. All revenue generated by the Company was done so by operations that have been discontinued. Expenses incurred were $37,593 during fiscal year ended September 30, 2023 compared to $44,019 during fiscal year ended September 30, 2022. Expenses increased due to the Company's operational activities. The number of shares outstanding was 5,920,000 for the fiscal year ended September 30, 2023 and September 30, 2022. 2 LIQUIDITY AND CAPITAL RESOURCES FISCAL YEAR ENDED September 30, 2023 and 2022. As of September 30, 2023, our total assets were $159. As of September 30, 2022, our total assets were $0. Cash Flows from Operating Activities We have not generated positive cash flows from operating activities. For the fiscal year ended September 30, 2023, net cash flows used in operating activities was $25,739. For the fiscal year ended September 30, 2022, net cash flows used in operating activities was $24,619. Cash Flows from Investing Activities We have not generated cash flows from investing activities for the fiscal years ended September 30, 2023, and 2022. Cash Flows from Financing Acti

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable to smaller reporting companies.

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. The Company's Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-14 of this report and are incorporated by reference in this Item 8.

Changes in and Disagreements with Accounting

Item 9. Changes in and Disagreements with Accounting and Financial Disclosures. None.

Controls and Procedures

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below. 4 Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions ar

Other Information

Item 9B. Other Information. None.

Disclosures Regarding Foreign Jurisdictions

Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 6 PART III

Directors, Executive Officers, and Corporate

Item 10. Directors, Executive Officers, and Corporate Governance. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his earlier resignation or removal. The name, address, age and position of our officers and directors are as follows: Name and Address of Executive Officer and/or Director Age Position Chen Zu De 9314 FOREST HILL BLVD, #929, WELLINGTON, FL, 33411 61 President, Secretary, Treasurer and Director The person named above has held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders. 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. Resume Mr Chen Zu De, who was born in 1962 (aged 61), served as Vice-President of Finance of Zhejiang Rongye Building Materials Co., Ltd from May 2017 to October 2022. He served as project team manager and project team lead at Anhui Jiayiyang Technology Co. from February 2009 to Ma

Executive Compensation

Item 11. Executive Compensation. The table below summarizes the total compensation earned by each of our named executive Officers ("NEOs") for each of the fiscal years listed. SUMMARY COMPENSATION TABLE Management Compensation The following tables set forth certain information about compensation paid, earned or accrued for services by our sole officer and director from September 30, 2021 until September 30, 2023: Name and Principal Position Years Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Borisi Alborovi, President, 2021 12,000 -0- -0- -0- -0- -0- -0- 12,000 Treasurer and Secretary (Former) 2022 12,000 -0- -0- -0- -0- -0- -0- 12,000 Chen Zu De, President, 2023 -0- -0- -0- -0- -0- -0- -0- -0- Treasurer and Secretary (Current) 8 Mr. Albrovi is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees. Compensation of Directors Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity. Stock Plan We have not adopted a stock plan but may do so in the future. Employment Agreements The executive officer is currently not a party to any employment agreement with us. Director Independence Our securities are not currently traded on any public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among other th

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