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Table of Contents

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: December 31, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to ________________

 

Commission File Number: 333-250025

 

Medicale Corp.
(Exact name of registrant as specified in its charter)

 

Nevada   98-1556944
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)

 

9314 Forest Hill Blvd #929 Wellington, FL 33411

(Address of principal executive offices)

 

(407) 245-7339

(Registrant’s telephone number, including area code)

 

__________________________________________________________________

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

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

N/A   N/A   N/A

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes       No

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

5,920,000 common shares issued and outstanding as of February 12, 2025.

 

 

 

 

   

 

 

 

TABLE OF CONTENTS

 

      Page No.  
PART I - FINANCIAL INFORMATION      
         
Item 1. Unaudited Condensed Financial Statements   4  
         
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   13  
         
Item 3. Quantitative and Qualitative Disclosures About Market Risk   16  
         
Item 4. Controls and Procedures   16  
         
PART II - OTHER INFORMATION      
         
Item 1. Legal Proceedings   18  
         
Item 1A. Risk Factors   18  
         
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   18  
         
Item 3. Defaults Upon Senior Securities   18  
         
Item 4. Mine Safety Disclosures   18  
         
Item 5. Other Information   18  
         
Item 6. Exhibits   18  
         
SIGNATURES   19  

 

 

 

 2 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.

 

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on August 19, 2024 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

 

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

MEDICALE CORP.

CONDENSED BALANCE SHEETS

(Unaudited)

 

   December 31,  September 30,
   2024  2024
ASSETS          
Current Assets          
Cash  $159   $159 
Total Current Assets   159    159 
           
Total Assets  $159   $159 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Accounts payable  $995   $ 
Accrued interest payable   5,192    3,507 
Current liabilities from discontinued operations   12,000    12,000 
Total Current Liabilities   18,187    15,507 
           
Non-current convertible notes payable   93,585    83,585 
Total Long-term Liabilities   93,585    83,585 
           
Total Liabilities   111,772    99,092 
           
STOCKHOLDERS' DEFICIT          
Common Stock: $0.0001 par value, 75,000,000 shares authorized, 5,920,000 shares issued and outstanding   592    592 
Additional paid-in capital   76,320    76,320 
Accumulated deficit   (188,525)   (175,845)
Total Stockholders' Deficit   (111,613)   (98,933)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $159   $159 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 4 

 

 

MEDICALE CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

              
   For the Three Months Ended
   December 31,  December 31,
   2024  2023
       
Operating Expenses          
General and administrative expenses  $10,995   $19,307 
Total operating expenses   10,995    19,307 
           
Net loss from operations   (10,995)   (19,307)
           
Other expense          
Interest expense   1,685     
Total other expense   (1,685)    
           
Net loss before taxes   (12,680)   (19,307)
Provision for income taxes        
Net loss  $(12,680)  $(19,307)
           
Net Loss Per Common Share – Basic and Diluted  $(0.00)  $(0.00)
           
Weighted Average Common Shares Outstanding   5,920,000    5,920,000 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 5 

 

 

MEDICALE CORP.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the three months ended December 30, 2024 and 2023

(Unaudited)

 

For the three months ended December 31, 2024

 

                       
      Additional     Total
   Common stock  Paid-in  Accumulated  Shareholders'
   Shares  Amount  Capital  Deficit  Deficit
                
Balance, September 30, 2024   5,920,000   $592   $76,320   $(175,845)  $(98,933)
Net loss               (12,680)   (12,680)
Balance, December 31, 2024   5,920,000   $592   $76,320   $(188,525)  $(111,613)

 

For the three months ended December 31, 2023

 

      Additional     Total
   Common stock  Paid-in  Accumulated  Shareholders'
   Shares  Amount  Capital  Deficit  Deficit
                
Balance, September 30, 2023   5,920,000   $592   $76,320   $(117,632)  $(40,720)
Net loss               (19,307)   (19,307)
Balance, December 31, 2023   5,920,000   $592   $76,320   $(136,939)  $(60,027)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 

 

 6 

 

 

MEDICALE CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

              
   For the Three Months Ended
   December 31,  December 31,
   2024  2023
       
Cash Flows from Operating Activities:          
Net loss  $(12,680)  $(19,307)
Changes in operating assets and liabilities:          
Accounts payable   995    (8,399)
Accrued interest payable   1,685     
Net Cash Used in Operating Activities   (10,000)   (27,706)
           
Cash Flows from Financing Activities:          
Proceeds from issuance of convertible notes   10,000    27,706 
Net Cash Provided by Financing Activities   10,000    27,706 
           
Net Change in Cash and Cash Equivalents        
Cash and Cash Equivalents, beginning of period   159    159 
Cash and Cash Equivalents, end of period  $159   $159 
           
Supplemental Disclosure Information:          
Cash paid for interest  $   $ 
Cash paid for taxes  $   $ 

 

See accompanying notes, which are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 7 

 

 

MEDICALE CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 and 2023

 

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.

 

Our principal place of business is located 9314 Forest Hill Blvd #929 Wellington, FL 33411 which is provided to us on a rent free basis by our sole officer and director. 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 $188,525 and a working capital deficit of 18,028 as of December 31, 2024. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability 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. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

 

 

 8 

 

 

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on January 14, 2025.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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.

 


Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position.

 

Cash equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash equivalents as of December 31, 2024 and 2023 were $159 and $159, respectively.

 

Fair Value of Financial Instruments

 

FASB 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.

 

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 cash, director loans and issuance of common stock approximated fair value at December 31, 2024.

 

 

 

 9 

 

 

Basic Income (Loss) Per Share

 

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. For the three months ended December 31, 2024 and 2023, convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per shares as their effect would be antidilutive.

Schedule of antidilutive shares      
   December 31,  December 31,
   2024  2023
   (Shares)  (Shares)
Convertible notes payable   9,358,500    4,818,600 

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of October 1, 2022 and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

 

 

 

 10 

 

 

Note 4 – DISCONTINUED OPERATIONS

 

Through December 31, 2022, 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      
   December 31, 2024  September 30, 2024
Current Liabilities      
Accounts payable and accrued expenses  $12,000   $12,000 
           
Total current liabilities from discontinued operations  $12,000   $12,000 

 

Through December 31, 2024, the Company has not generated any revenue from discontinued operation.

 

Note 5– COMMON STOCK

 

The Company has 75,000,000, $0.0001 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.

 

As of December 31, 2024 and September 30, 2024, the company had 5,920,000 shares issued and outstanding, respectively.

  

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.

 

 

 

 11 

 

 

Note 6– CONVERTIBLE NOTE PAYABLE

Schedule of convertible notes payable  December 31,  September 30,
   2024  2024
December 2023  $48,186   $48,186 
March 2024   10,602    10,602 
June 2024   9,288    9,288 
September 2024   15,509    15,509 
December 2024   10,000     
   $93,585   $83,585 

 

On December 31, 2023, the Company entered into a Convertible Note agreement with a third party at $48,186 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on December 31, 2029. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $3,865.

 

On March 31, 2024, the Company entered into a Convertible Note agreement with a third party at $10,602 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $639.

 

On June 30, 2024, the Company entered into a Convertible Note agreement with a third party at $9,288 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $375.

 

On September 30, 2024, the Company entered into a Convertible Note agreement with a third party at $15,509 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $313.

 

On December 31, 2024, the Company entered into a Convertible Note agreement with a third party at $10,000 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $nil.

 

During the three months ended December 31, 2024 and 2023, the Company incurred $1,685 and $nil note interest expense. As of December 31, 2024 and September 30, 2024, accrued interest payable was $5,192 and $3,507, respectively.

 

Note 7– SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2024 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.

 

 

 

 

 

 

 12 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

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

 

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

 

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

 

As used in this quarterly report, the terms “we, “us,” “our” and “our company” mean Medicale Corp., unless otherwise indicated.

 

General Overview

 

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.

 

 

 

 13 

 

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended December 31, 2024 and 2023 which are included herein.

 

Three months ended December 31, 2024 compared to three months ended December 31, 2023

 

   Three Months Ended      
   December 31,      
   2024  2023  Changes  %
             
Operating expenses  $10,995   $19,307    (8,312)   (43%)
Other expenses   1,685        1,685    100% 
Net Loss  $12,680   $19,307   $(6,627)   (34%)

 

Our net loss for the three months ended December 31, 2024 was $12,680 compared with net loss of $19,307 for the three months ended December 31, 2023 due to the decrease in audit and review fees, transfer agent fees and filing fees.

 

Liquidity and Capital

 

Working Capital

 

   As of  As of      
   December 31,  September 30,      
   2024  2024  Changes  %
             
Current Assets  $159   $159   $     
Current Liabilities  $18,187   $15,507   $2,680    17% 
Working Capital Deficiency  $(18,028)  $(15,348)  $2,680    (17%)

 

As at December 31, 2024 and September 30, 2024, our company had cash of $159.

 

As at December 31, 2024, our Company had current liabilities of $18,187 as compared to $15,507 as of September 30, 2024. The increase in current liabilities was due to the increase in accrued interest payable and accounts payable.

 

As at December 31, 2024, our Company had a working capital deficiency of $18,028 compared with a working capital deficit of $15,348 as at September 30, 2024. The increase in working capital deficit was primarily due to the increase in accrued interest payable and accounts payable.

 

 

 

 14 

 

 

Cash Flows

 

   Three Months Ended      
   December 31,      
   2024  2023  Changes  %
             
Cash flows used in operating activities  $(10,000)  $(27,706)  $17,706    (64%)
Cash flows provided by financing activities   10,000    27,706    (17,706)   (64%)
Net changes in cash  $   $   $     

 

Cash Flow from Operating Activities

 

We have not generated positive cash flow from operating activities. During the three months ended December 31, 2024, net cash used in operating activities was $10,000 compared to $27,706 used during the three months ended December 31, 2023.

 

Cash flows used in operating activities during the three months ended December 31, 2024, comprised of a net loss of $12,680, reduced by a net change in operating liabilities of $2,680.

 

Cash flows used in operating activities during the three months ended December 31, 2023, comprised of a net loss of $19,307, increased by a net change in operating liabilities of $8,399.

 

Cash Flow from Investing Activities

 

During the three months ended December 31, 2024 and 2023, our Company did not have any investing activities.

 

Cash Flow from Financing Activities

 

During the three months ended December 31, 2024 and 2023, net cash provided by financing activities was $10,000 and $27,706 for proceed from the issuance of convertible notes to non-affiliates for paying operating expenses, respectively.

 

Going Concern

 

As of December 31, 2024, we had an accumulated deficit of $188,525. 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. The accompanying condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our future business plans.

 

Off-Balance Sheet Arrangements

 

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

 

 

 

 15 

 

 

Critical Accounting Policies

 

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Recent Accounting Pronouncements

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2024. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024.

 

Our disclosure controls and procedures are not effective for the following reasons:

 

We did not maintain effective controls to identify and maintain segregation of duties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries, approves journal entries, and posts journal entries to the general ledger. There is no independent review of any financial duties performed by this individual.

 

 

 

 16 

 

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Internal Controls

 

Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 17 

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

ITEM 1A. RISK FACTORS.

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

  (a) None.
     
  (b) None.
     
  (c) Rule 10b5-1 Trading Plans. During the three months ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
31.1   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Schema Document
101.CAL   XBRL Calculation Linkbase Document
101.DEF   XBRL Definition Linkbase Document
101.LAB   XBRL Label Linkbase Document
101.PRE   XBRL Presentation Linkbase Document

 

 

 

 18 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Medicale Corp.  
       
Date: February 18, 2025 By:  /s/ Chen Zu De  
    Chen Zu De  
    Chief Executive Officer and  
    Chief Financial Officer  
       
       
       
       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 19 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350, 

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

 

I, Chen Zu De, the Chief Executive Officer and Chief Financial Officer of Medicale Corp. (the “Company”) certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of the Company;
   
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 in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 procedure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon 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 quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

 

Dated: February 18, 2025 /s/Chen Zu De  
  Chen Zu De  
  President Chief Executive Officer  
  and Chief Financial Officer  
     
     
     
     

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of, I , Chen Zu De, the Chief Executive Officer and Chief Financial Officer of Medicale Corp. (the “Company”), hereby certify, that, to my knowledge:

 

  1. The Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
     
  2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

 

Dated: February 18, 2025 /s/ Chen Zu De  
  Chen Zu De  
  Chief Executive Officer  
  and Chief Financial Officer  

 

 

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

 

v3.25.0.1
Cover - shares
3 Months Ended
Dec. 31, 2024
Feb. 12, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --09-30  
Entity File Number 333-250025  
Entity Registrant Name Medicale Corp.  
Entity Central Index Key 0001827855  
Entity Tax Identification Number 98-1556944  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 9314 Forest Hill Blvd #929  
Entity Address, City or Town Wellington  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33411  
City Area Code (407)  
Local Phone Number 245-7339  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,920,000
v3.25.0.1
Condensed Balance Sheets (Unaudited) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Assets    
Cash $ 159 $ 159
Total Current Assets 159 159
Total Assets 159 159
Current Liabilities    
Accounts payable 995 0
Accrued interest payable 5,192 3,507
Current liabilities from discontinued operations 12,000 12,000
Total Current Liabilities 18,187 15,507
Non-current convertible notes payable 93,585 83,585
Total Long-term Liabilities 93,585 83,585
Total Liabilities 111,772 99,092
STOCKHOLDERS' DEFICIT    
Common Stock: $0.0001 par value, 75,000,000 shares authorized, 5,920,000 shares issued and outstanding 592 592
Additional paid-in capital 76,320 76,320
Accumulated deficit (188,525) (175,845)
Total Stockholders' Deficit (111,613) (98,933)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 159 $ 159
v3.25.0.1
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Dec. 31, 2024
Sep. 30, 2024
Statement of Financial Position [Abstract]    
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 75,000,000 75,000,000
Common Stock, Shares, Issued 5,920,000 5,920,000
Common Stock, Shares, Outstanding 5,920,000 5,920,000
v3.25.0.1
Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating Expenses    
General and administrative expenses $ 10,995 $ 19,307
Total operating expenses 10,995 19,307
Net loss from operations (10,995) (19,307)
Other expense    
Interest expense 1,685 0
Total other expense (1,685) 0
Net loss before taxes (12,680) (19,307)
Provision for income taxes 0 0
Net loss $ (12,680) $ (19,307)
v3.25.0.1
Statements of Operations (Unaudited) (Parenthetical) - $ / shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
Earnings Per Share, Basic $ (0.00) $ (0.00)
Earnings Per Share, Diluted $ (0.00) $ (0.00)
Weighted Average Number of Shares Outstanding, Basic 5,920,000 5,920,000
Weighted Average Number of Shares Outstanding, Diluted 5,920,000 5,920,000
v3.25.0.1
Statement of Stockholders Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Sep. 30, 2023 $ 592 $ 76,320 $ (117,632) $ (40,720)
Shares, Outstanding, Beginning Balance at Sep. 30, 2023 5,920,000      
Net loss (19,307) (19,307)
Ending balance, value at Dec. 31, 2023 $ 592 76,320 (136,939) (60,027)
Shares, Outstanding, Ending Balance at Dec. 31, 2023 5,920,000      
Beginning balance, value at Sep. 30, 2024 $ 592 76,320 (175,845) (98,933)
Shares, Outstanding, Beginning Balance at Sep. 30, 2024 5,920,000      
Net loss (12,680) (12,680)
Ending balance, value at Dec. 31, 2024 $ 592 $ 76,320 $ (188,525) $ (111,613)
Shares, Outstanding, Ending Balance at Dec. 31, 2024 5,920,000      
v3.25.0.1
Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities:    
Net loss $ (12,680) $ (19,307)
Changes in operating assets and liabilities:    
Accounts payable 995 (8,399)
Accrued interest payable 1,685 0
Net Cash Used in Operating Activities (10,000) (27,706)
Cash Flows from Financing Activities:    
Proceeds from issuance of convertible notes 10,000 27,706
Net Cash Provided by Financing Activities 10,000 27,706
Net Change in Cash and Cash Equivalents 0 0
Cash and Cash Equivalents, beginning of period 159 159
Cash and Cash Equivalents, end of period 159 159
Supplemental Disclosure Information:    
Cash paid for interest 0 0
Cash paid for taxes $ 0 $ 0
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (12,680) $ (19,307)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual [Table]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
ORGANIZATION AND NATURE OF BUSINESS
3 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND NATURE OF BUSINESS

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.

 

Our principal place of business is located 9314 Forest Hill Blvd #929 Wellington, FL 33411 which is provided to us on a rent free basis by our sole officer and director. Our telephone number is (407) 245-7339.

 

v3.25.0.1
GOING CONCERN
3 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

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 $188,525 and a working capital deficit of 18,028 as of December 31, 2024. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability 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. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on January 14, 2025.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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.

 


Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position.

 

Cash equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash equivalents as of December 31, 2024 and 2023 were $159 and $159, respectively.

 

Fair Value of Financial Instruments

 

FASB 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.

 

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 cash, director loans and issuance of common stock approximated fair value at December 31, 2024.

 

Basic Income (Loss) Per Share

 

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. For the three months ended December 31, 2024 and 2023, convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per shares as their effect would be antidilutive.

Schedule of antidilutive shares      
   December 31,  December 31,
   2024  2023
   (Shares)  (Shares)
Convertible notes payable   9,358,500    4,818,600 

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of October 1, 2022 and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

 

v3.25.0.1
DISCONTINUED OPERATIONS
3 Months Ended
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

Note 4 – DISCONTINUED OPERATIONS

 

Through December 31, 2022, 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      
   December 31, 2024  September 30, 2024
Current Liabilities      
Accounts payable and accrued expenses  $12,000   $12,000 
           
Total current liabilities from discontinued operations  $12,000   $12,000 

 

Through December 31, 2024, the Company has not generated any revenue from discontinued operation.

 

v3.25.0.1
COMMON STOCK
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
COMMON STOCK

Note 5– COMMON STOCK

 

The Company has 75,000,000, $0.0001 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.

 

As of December 31, 2024 and September 30, 2024, the company had 5,920,000 shares issued and outstanding, respectively.

  

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.

 

v3.25.0.1
CONVERTIBLE NOTE PAYABLE
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLE

Note 6– CONVERTIBLE NOTE PAYABLE

Schedule of convertible notes payable  December 31,  September 30,
   2024  2024
December 2023  $48,186   $48,186 
March 2024   10,602    10,602 
June 2024   9,288    9,288 
September 2024   15,509    15,509 
December 2024   10,000     
   $93,585   $83,585 

 

On December 31, 2023, the Company entered into a Convertible Note agreement with a third party at $48,186 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on December 31, 2029. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $3,865.

 

On March 31, 2024, the Company entered into a Convertible Note agreement with a third party at $10,602 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $639.

 

On June 30, 2024, the Company entered into a Convertible Note agreement with a third party at $9,288 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $375.

 

On September 30, 2024, the Company entered into a Convertible Note agreement with a third party at $15,509 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $313.

 

On December 31, 2024, the Company entered into a Convertible Note agreement with a third party at $10,000 for paying operating expenses on behalf of the Company. The note bears a 8% interest rate per year and matures on March 31, 2030. The note can be converted to the Company’s common stock at $0.01 per share. As of December 31, 2024, the accrued interest is $nil.

 

During the three months ended December 31, 2024 and 2023, the Company incurred $1,685 and $nil note interest expense. As of December 31, 2024 and September 30, 2024, accrued interest payable was $5,192 and $3,507, respectively.

 

v3.25.0.1
SUBSEQUENT EVENTS
3 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 7– SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2024 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.

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on January 14, 2025.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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.

 

Reclassifications


Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position.

 

Cash equivalents

Cash equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash equivalents as of December 31, 2024 and 2023 were $159 and $159, respectively.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

FASB 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.

 

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 cash, director loans and issuance of common stock approximated fair value at December 31, 2024.

 

Basic Income (Loss) Per Share

Basic Income (Loss) Per Share

 

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. For the three months ended December 31, 2024 and 2023, convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per shares as their effect would be antidilutive.

Schedule of antidilutive shares      
   December 31,  December 31,
   2024  2023
   (Shares)  (Shares)
Convertible notes payable   9,358,500    4,818,600 

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of October 1, 2022 and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of antidilutive shares
Schedule of antidilutive shares      
   December 31,  December 31,
   2024  2023
   (Shares)  (Shares)
Convertible notes payable   9,358,500    4,818,600 
v3.25.0.1
DISCONTINUED OPERATIONS (Tables)
3 Months Ended
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of discontinued operations - balance sheet
Schedule of discontinued operations - balance sheet      
   December 31, 2024  September 30, 2024
Current Liabilities      
Accounts payable and accrued expenses  $12,000   $12,000 
           
Total current liabilities from discontinued operations  $12,000   $12,000 
v3.25.0.1
CONVERTIBLE NOTE PAYABLE (Tables)
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
Schedule of convertible notes payable  December 31,  September 30,
   2024  2024
December 2023  $48,186   $48,186 
March 2024   10,602    10,602 
June 2024   9,288    9,288 
September 2024   15,509    15,509 
December 2024   10,000     
   $93,585   $83,585 
v3.25.0.1
GOING CONCERN (Details Narrative) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Retained Earnings (Accumulated Deficit) $ 188,525 $ 175,845
Working Capital Deficit $ 18,028  
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 9,358,500 4,818,600
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Cash Equivalents, at Carrying Value $ 159 $ 159
v3.25.0.1
DISCONTINUED OPERATIONS (Details - Schedule of discontinued operations balance sheet) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Liabilities    
Accounts payable and accrued expenses $ 12,000 $ 12,000
Total current liabilities from discontinued operations $ 12,000 $ 12,000
v3.25.0.1
COMMON STOCK (Details Narrative) - shares
Dec. 31, 2024
Sep. 30, 2024
Equity [Abstract]    
Common Stock, Shares Authorized 75,000,000 75,000,000
Common Stock, Shares, Outstanding 5,920,000 5,920,000
v3.25.0.1
CONVERTIBLE NOTE PAYABLE (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Debt Instrument [Line Items]    
Convertible note payable $ 93,585 $ 83,585
Convertible Note December 2023 [Member]    
Debt Instrument [Line Items]    
Convertible note payable 48,186 48,186
Convertible Note March 2024 [Member]    
Debt Instrument [Line Items]    
Convertible note payable 10,602 10,602
Convertible Note June 2024 [Member]    
Debt Instrument [Line Items]    
Convertible note payable 9,288 9,288
Convertible Note September 2024 [Member]    
Debt Instrument [Line Items]    
Convertible note payable 15,509 15,509
Convertible Note December 2024 [Member]    
Debt Instrument [Line Items]    
Convertible note payable $ 10,000 $ 0
v3.25.0.1
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Interest Expense, Other           $ 1,685 $ 0
Accrued Liabilities, Current $ 5,192 $ 3,507       5,192  
Convertible Note 1 [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Convertible Notes Payable         $ 48,186   $ 48,186
Debt Instrument, Interest Rate During Period         8.00%    
Debt Instrument, Maturity Date         Dec. 31, 2029    
Accrued Interest on Convertible Notes Payable           3,865  
Convertible Note 2 [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Convertible Notes Payable       $ 10,602      
Debt Instrument, Interest Rate During Period       8.00%      
Debt Instrument, Maturity Date       Mar. 31, 2030      
Accrued Interest on Convertible Notes Payable           639  
Convertible Note 3 [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Convertible Notes Payable     $ 9,288        
Debt Instrument, Interest Rate During Period     8.00%        
Debt Instrument, Maturity Date     Mar. 31, 2030        
Accrued Interest on Convertible Notes Payable           375  
Convertible Note 4 [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Convertible Notes Payable   $ 15,509          
Debt Instrument, Interest Rate During Period   8.00%          
Debt Instrument, Maturity Date   Mar. 31, 2030          
Accrued Interest on Convertible Notes Payable           313  
Convertible Note 5 [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Convertible Notes Payable $ 10,000         10,000  
Debt Instrument, Interest Rate During Period 8.00%            
Debt Instrument, Maturity Date Mar. 31, 2030            
Accrued Interest on Convertible Notes Payable           $ 0  

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