MCLE.OTC.PinkMedicale CORP

10-Q: Medicale Corp. Q3: Zero Revenue, Going Concern

Sentiment:

Quarterly Report


Medicale Corp. reports continued losses and zero revenue for Q3 2025, raising substantial doubt about its ability to continue as a going concern.

Capital raiseThe company is actively attempting to raise capital to fund operating expenses.It intends to position itself to raise additional funds through the capital markets.During the nine months ended June 30, 2025, the company received $16,392 from the issuance of convertible notes, a decrease from $68,076 in the prior year period.The company has several outstanding convertible notes with varying conversion prices and maturity dates, indicating a reliance on debt convertible to equity for funding.
Worse than expectedThe company's cash balance dropped to $0.The working capital deficiency significantly worsened from $(15,348) to $(29,439).Total liabilities increased substantially.The company explicitly states there is "substantial doubt about the Company's ability to continue as a going concern."Disclosure controls and procedures were found to be ineffective due to a lack of segregation of duties, indicating a significant internal control weakness.

Summary

  • Medicale Corp. reported a net loss of $5,528 for the three months ended June 30, 2025, a decrease from $10,461 for the same period in 2024.
  • The net loss for the nine months ended June 30, 2025, was $30,483, down from $41,332 in the prior year period.
  • Operating expenses decreased by 62% for the three-month period to $3,575 and by 37% for the nine-month period to $24,839, primarily due to reduced audit, review, accounting, and filing fees.
  • The company had $0 cash as of June 30, 2025, down from $159 as of September 30, 2024.
  • Total liabilities increased to $129,416 as of June 30, 2025, from $99,092 as of September 30, 2024.
  • The working capital deficiency worsened to $(29,439) as of June 30, 2025, from $(15,348) as of September 30, 2024.
  • Accumulated deficit reached $(206,328) as of June 30, 2025.
  • The company has not yet commenced any operations and all activity relates to preserving cash, attempting to raise capital, and continuing public reporting.
  • Proceeds from the issuance of convertible notes for the nine months ended June 30, 2025, were $16,392, a significant decrease from $68,076 in the prior year period.

Sentiment

Score: 1

Explanation: The company is in a highly precarious financial position with no operations, zero cash, a significant accumulated deficit, and a going concern warning. The ineffective internal controls further exacerbate the negative outlook, indicating severe operational and financial instability.

Positives

  • Net loss decreased for both the three-month and nine-month periods ended June 30, 2025, primarily due to a reduction in general and administrative expenses.
  • Cash used in operating activities significantly decreased to $16,551 for the nine months ended June 30, 2025, compared to $68,076 in the prior year period.

Negatives

  • The company has an accumulated deficit of $206,328 and a working capital deficit of $29,439 as of June 30, 2025.
  • There is substantial doubt about the company's ability to continue as a going concern due to ongoing losses and lack of stabilized revenues.
  • The company had $0 cash and cash equivalents as of June 30, 2025.
  • Current liabilities increased by 90% to $29,439, driven by increases in accounts payable, accrued liabilities, and accrued interest payable.
  • Other expenses, primarily interest expense, increased significantly by 66% for the three-month period and 164% for the nine-month period.
  • Disclosure controls and procedures were deemed not effective as of June 30, 2025, due to a lack of segregation of duties, with a single individual performing all financial duties without independent review.

Risks

  • Substantial doubt about the company's ability to continue as a going concern due to accumulated deficit and lack of stabilized revenues.
  • Dependence on additional investment capital to fund operating expenses, with no assurances of successful fundraising.
  • Inherent risks of establishing a new business enterprise, including limited capital resources, potential changes in consumer interest, and cost overruns.
  • Ineffective disclosure controls and procedures due to lack of segregation of duties, increasing the risk of errors or fraud in financial reporting.

Future Outlook

The company has not yet commenced any operations and expects to operate at a loss as it attempts to develop its business. Management anticipates being dependent on additional investment capital to fund operating expenses for the near future and intends to position itself to raise additional funds through capital markets. There are no assurances of success in these endeavors or becoming financially viable.

Management Comments

  • "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."
  • "We believe that its existing capital resources may not be adequate to enable it to continue as a going concern."
  • "Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses."
  • "The Company intends to position itself so that it will be able to raise additional funds through the capital markets."
  • "Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2025."

Industry Context

Medicale Corp. is in the very early stages of its planned business in consulting services and dietary supplement distribution. It has not yet commenced operations or generated any revenue. This places it far behind established players in the dietary supplement market, which is highly competitive and regulated. The company's current state is more akin to a pre-seed startup rather than a publicly traded entity with active business operations, making direct industry comparisons difficult.

Comparison to Industry Standards

  • Medicale Corp. has not commenced operations and has no revenue, making direct comparisons to industry standards for revenue, profit margins, or market share impossible.
  • Unlike established dietary supplement companies such as Herbalife Nutrition Ltd. (HLF) or Nature's Sunshine Products, Inc. (NATR), Medicale Corp. lacks any product development, manufacturing, distribution, or sales infrastructure.
  • The company's financial position, characterized by zero cash, significant accumulated deficit, and a going concern warning, is far below typical benchmarks for even small, publicly traded companies in the health and wellness sector, which usually demonstrate some level of operational activity or clear path to revenue generation.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control DeficiencyDisclosure controls and procedures were not effective as of June 30, 2025, due to a lack of segregation of duties. The sole officer and director reviews, evaluates, approves, and records transactions, initiates and posts journal entries without independent review.2025-06-30This deficiency significantly increases the risk of material misstatements in financial reporting and potential fraud, undermining the reliability of financial information.

Related Party Transactions

  • The company's principal place of business at 9314 Forest Hill Blvd #929 Wellington, FL 33411 is provided on a rent-free basis by its sole officer and director, Chen Zu De.

Stakeholder Impact

  • Shareholders face significant risk of capital loss due to the company's going concern issues, lack of operations, and reliance on dilutive financing.
  • Creditors (convertible note holders) face high risk given the company's inability to generate revenue and its precarious financial state.
  • Potential employees or partners would face high uncertainty given the company's pre-operational status and financial instability.

Next Steps

  • Continue efforts to raise additional investment capital through the capital markets.
  • Establish a stabilized source of revenues to cover operating costs.
  • Address the identified deficiencies in disclosure controls and procedures, particularly regarding segregation of duties.

Key Dates

DateDescription
2020-08-17Medicale Corp. incorporated in the State of Nevada.
2022-12-28Magenta Acres, Inc. acquired 54% of common stock; Chen Zu De appointed CEO, Chairman, Treasurer, Secretary, and Director.
2023-12-31Company entered into a Convertible Note agreement for $48,186 at 8% interest, maturing December 31, 2029.
2024-03-31Company entered into a Convertible Note agreement for $10,602 at 8% interest, maturing March 31, 2030.
2024-06-30Company entered into a Convertible Note agreement for $9,288 at 8% interest, maturing March 31, 2030.
2024-08-19Annual Report on Form 10-K filed with the SEC.
2024-09-30Company entered into a Convertible Note agreement for $15,509 at 8% interest, maturing March 31, 2030.
2024-12-31Company entered into a Convertible Note agreement for $10,000 at 8% interest, maturing March 31, 2030.
2025-03-31Company entered into a Convertible Note agreement for $4,371 at 8% interest, maturing March 31, 2031.
2025-06-30End of the quarterly period covered by this report; Company entered into a Convertible Note agreement for $2,021 at 8% interest, maturing June 30, 2031.
2025-08-11Latest practicable date for common shares outstanding (5,920,000 shares).
2025-08-15Date of signing for the Form 10-Q.

Recommendation

strong sell

Medicale Corp. presents an extremely high-risk investment. It has no current operations, no revenue, zero cash, a substantial accumulated deficit, and a formal 'going concern' warning. The company's disclosure controls are ineffective, indicating poor internal governance. While net losses decreased, this was due to reduced expenses, not revenue generation, and liabilities continue to grow. The reliance on convertible notes for funding suggests future dilution. Given these fundamental weaknesses and the explicit doubt about its ability to continue, a seasoned investor would strongly recommend selling any holdings or avoiding investment altogether.

Keywords

Dietary Supplements, Consulting Services, SEC Filing, 10-Q, Going Concern, Start-up, Financial Reporting, Capital Raise, Accumulated Deficit, Working Capital Deficiency

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