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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended

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

For the transition period from July 31, 2014to
December 31, 2014

COMMISSION FILE NUMBER000-55272

MEDICUS HOMECARE INC.(Exact name of registrant as specified in its charter)

|Nevada                                           | 33-1227048                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Waiblingerstrasse 34                             |                                     
|Stuttgart, Germany                               | 70372                               
|(Address of principal executive offices)         | (Zip Code)                          
|                                                 |                                     
|+49 157 894 69537                                |                                     
|Issuers telephone number                        |                                     

|Securities registered under Section 12(b) of the Exchange
      Act: | None.                                   
|-------------------------------------------------------------------- | ----------------------------------------
|                                                                     |                                         
|Securities registered under Section 12(g) of the Exchange
      Act: | Common Stock, $0.001 Par Value PerShare.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act.Yes [  ] No
[X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [  ]
No [X]

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 [X]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files.
Yes [  ] No [X]

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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

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

|Large accelerated filer [ ] |                                               | Accelerated filer [ ]          
|--------------------------- | --------------------------------------------- | -------------------------------
|Non-accelerated filer [ ]   | (Do not check if a smaller reporting company) | Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter:

The aggregate market value of Common Stock held by
non-affiliates of the Company is approximately $27,605,605 based on the
price of $0.95 which was the last sold price as of January 30, 2015, which
would have been the last business day of the Companys most recently
completed second fiscal quarter.

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

As of December 16, 2015, the Company had 72,810,000 shares
of common stock outstanding.

2

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TABLE OF CONTENTS

|PART
      I                                                                                                                      | 4 
|--------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. Business.                                                                                                           | 4 
|ITEM
      1A. Risk Factors                                                                                                       | 9 
|ITEM
      1B. Unresolved Staff Comments.                                                                                         | 9 
|ITEM
      2. Properties.                                                                                                         | 9 
|ITEM
      3. Legal Proceedings.                                                                                                  | 10
|ITEM
      4. Mine Safety Disclosures.                                                                                            | 10
|PART
      II                                                                                                                     | 10
|ITEM
      5. Market for Registrants Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities. | 10
|ITEM
      6. Selected Financial Data.                                                                                            | 12
|ITEM
      7. Managements Discussion and Analysis of Financial Condition and Results
      of Operations                         | 12
|ITEM
      8. Financial Statements and Supplementary Data.                                                                        | 17
|ITEM
      9. Changes In and Disagreements with Accountants on Accounting and
      Financial Disclosure.                         | 30
|ITEM
      9A. Controls and Procedures.                                                                                           | 30
|ITEM
      9B. Other Information                                                                                                  | 32
|PART
      III                                                                                                                    | 32
|ITEM
      10. Directors, Executive Officers and Corporate Governance.                                                            | 33
|ITEM
      11. Executive Compensation.                                                                                            | 35
|ITEM
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.              | 38
|ITEM
      13. Certain Relationships and Related Transactions, and Director
      Independence.                                   | 39
|ITEM
      14. Principal Accounting Fees and Services.                                                                            | 42
|ITEM
      15. Exhibits, Financial Statement Schedules.                                                                           | 43

3

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC). These
factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements.

We cannot predict all of the risks and uncertainties.
Accordingly, such information should not be regarded as representations that the
results or conditions described in such statements or that our objectives and
plans will be achieved and we do not assume any responsibility for the accuracy
or completeness of any of these forward-looking statements. These
forward-looking statements are found at various places throughout this Report
and include information concerning possible or assumed future results of our
operations, including statements about potential acquisition or merger targets;
business strategies; future cash flows; financing plans; plans and objectives of
management, any other statements regarding future acquisitions, future cash
needs, future operations, business plans and future financial results, and any
other statements that are not historical facts.

These forward-looking statements represent our intentions,
plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of
our control and could cause actual results to differ materially from the results
expressed or implied by those forward-looking statements. In light of these
risks, uncertainties and assumptions, the events described in the
forward-looking statements might not occur or might occur to a different extent
or at a different time than we have described. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this Report. All subsequent written and oral forward-looking statements
concerning other matters addressed in this Report and attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events, a change in events, conditions,
circumstances or assumptions underlying such statements, or otherwise.

As used in this Annual Report, the terms we, us, our,
Overtech, and the Company mean Medicus Homecare Inc. (formerly Overtech
Corp.) unless otherwise indicated. All dollar amounts in this Annual Report are
expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. Business.

General

We were incorporated on November 13, 2012, under the laws of
the State of Nevada. Our principal offices are located at Waiblingerstrasse 34,
Stuttgart, Germany. Our telephone number is +49 157 894 69537.

Prior to completing the acquisition of GmbH on November 12,
2014, we were engaged in the business of developing mobile games for the Apple
and Android platforms. However, in order to focus our resources on our medical in-home care services business, we abandoned the
mobile gaming business on closing of the acquisition of GmbH.

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Share Purchase Agreement

On September 3, 2014, we entered into a share purchase
agreement (the Share Purchase Agreement) with our wholly-owned
subsidiary, Medicus Homecare Inc. (the Subsidiary), Dr. Orhan Karahodza
(the Vendor), Beatmungspflege 24 GmbH (GmbH) and Dr. Elmedina
Adzemovic for the acquisition of all of the issued and outstanding shares of
GmbH from the Vendor by the Subsidiary. GmbH was formed to acquire the medical
in-home care services proprietorships operated by Dr. Orhan Karahodza and
Dzenana Karahodza for several years under the names Das Pflegeland and
Premium-Pflegedienst Pflegeland (the Predecessors). GmbH acquired the
Predecessors under contribution agreements dated effective as at July 1, 2014
(the Contribution Agreements). Prior to the acquisition of the
Predecessors, GmbH did not carry on any business.

Under the terms of the Share Purchase Agreement, the
Subsidiary, acquired GmbH for aggregate consideration of USD$100 (the
Acquisition). Concurrent with closing of the Acquisition, our former
President, Dr. Elmedina Adzemovic, transferred 40,800,000 of shares of our
common stock held by her to the Vendor. As a result of the transfer of her
shares to the Vendor, Dr. Adzemovic no longer owns any shares of our common
stock. Accordingly, we experienced a change in control and Dr. Orhan Karahodza
now controls 56.2% of our issued and outstanding shares of common stock.

As a result of the Acquisition, we have now changed our
business to providing medical in-home care services in Germany. In addition, our
acquisition of GmbH has the effect of causing us to cease being a shell
company. Accordingly, we have included in this Current Report the information
that would be required if we were filing a general form for registration of
securities on Form 10 as a smaller reporting company.

Medical In-Home Care Services

The business of GmbH is now primarily the offering of medical
in-home care services in Germany including ventilation for patients that suffer
from debilitating diseases such as Amyotrophic Lateral Sclerosis (ALS), Muscular
Dystrophy (MD), Guillain-Barre syndrome (GBS), and Chronic Obstructive Pulmonary
Disease (COPD). Other services provided by GmbH include acute post-patient care,
respiration optimization and monitoring of long-term home respiration.

As GmbH is not yet authorized to provide medical in-home
nursing care services pursuant German regulations, GmbH entered into a
cooperation agreement dated July 1, 2014 (the Cooperation Agreement) with
Medicus Intensivpflege GmbH (MI GmbH). Pursuant to the Cooperation
Agreement:

| | 1. | MI GmbH is to:
| | -- | --------------
| |    |               
| |    | a.            
| |    |               
| |    | b.            
| |    |               
| |    | c.            
| |    |               
| |    | d.            

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| | 2. | GmbH shall pay MI GmbH a fee in the amount of 15% of the
      gross revenues generated by GmbH from the provision of medical in-home
      nursing care services to patients of GmbH (the
  Fee).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon GmbH obtaining authorization under German regulations to
provide the medical in-home nursing care services, the Cooperation Agreement may
be terminated by GmbH.

The above agreement is results in MI GmbH being a service
provider for GmbH since MI GmbH has the License and it also has the employees.
MI GmbH renders the care services and then invoices the services on behalf of
GmbH. The customer relationship in this case belongs to GmbH. MI GmbH then
passes on all revenues to GmbH and MI GmbH in turn gets all costs incurred in
rendering the services reimbursed by GmbH. Additionally, MI GmbH gets 15% of all
revenue of GmbH as a mark-up in exchange for its partnership with and utilizing
its license for GmbH.

Once GmbH receives its licence/admission all employees will be
moved to GmbH and the billing to the insurance funds will be done directly by
GmbH. At that time, the Cooperation Agreement will cease to exist.

Our revenue is recognized on a monthly basis by invoicing the
services provided in that month. Services are invoiced by MI GmbH to the public
health insurance funds, private health insurance or the customer directly. Our
services are provided on an hourly basis and the services billed are at a
determined price by the insurance companies.

Approximately 85% of our services are billed and paid by the
public health insurance, 10% by private health insurance and 5% paid directly by
the customer. The customer is billed if the insurance provider does not cover
the service or only covers a percentage of the service.

Approximately 10% of the amounts invoiced monthly are written
off. This may be due to:

- customers not having funds available to pay;
- the insurance companies disputing some of the services rendered (which is
  rare); or
- if the private health insurance only covers a portion of the service and
  the customer does not have the available funds to cover the balance.

Generally, all payments are received within 28 days of
invoicing as the insurance funds have the duty to pay within 28 days of being
invoiced. The only time the insurance payments will take longer is if there is a
dispute regarding the services provided (which is uncommon).

GmbH currently operates in the Stuttgart area with two
facilities, one of which serves as an office and the other is an acute post care
facility with 3 beds outfitted with respiration equipment. GmbH also has 7 local
checkpoints in the Stuttgart area and plans to open additional checkpoints
throughout Germany. The checkpoints are locations where nurses pick up
medication, supplies and equipment prior to visiting the patients in their
homes.

At the present time, MI GmbH has 103 employees and contractors
of which 80 are nurses responsible for maintenance and care of patients (which
includes 60 full-time nurses and 20 part-time nurses).

Ambulatory care services and nursing care is estimated to be a
27 billion EUR annual market in Germany.

Background of German Health Care System

Health care in Germany is made up of a combination of
compulsory health insurance and private medical care. Since 2009, it has been
mandatory for all residents of Germany to have either state or private health
insurance. It is also a legal requirement for obtaining a
residence permit. Just under 90 percent of the population is covered by public
health insurance which is compulsory unless income is above a fixed sum (in
2011: EUR 48,000 which equates to EUR 4,000/month). German law requires everyone
living in Germany to be insured for at least hospital and outpatient medical
treatment.

6

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Most people in need of assistance prefer to stay at their
respective homes, even if they need assistance in daily living. Currently 2.5
million people in Germany are care dependent, which is about 3.5% of the entire
German population. Of that 2.5 million people in Germany, 63% are cared for at
home and 37% live in nursing homes.

Competition

There are over ten significant competitors to our company in
the Southern German market. There are approximately 80 companies, in Stuttgart,
Germany, in the care services sector that have the license/admission to render
care services this includes breathing care. As the breathing care service is
niche, not every company provides this service. There are approximately 5-6
companies that have the special expertise to provide the breathing care and
these would be our competitors. However, none of these companies are managed by
a doctor of medicine, so the medical background and professional network of Dr.
Karahodza as well as the ability to provide the service within 24 hours are the
main competitive advantages of GmbH. We also offer a ventilation centre with
hospital intensive care unit quality unlike some of our competitors. We feel
this provides us with a competitive advantage, particularly in acquiring new
patients who can easily be discharged from hospital.

During his time as a staff physician, Dr. Karahodza, our
director and officer, got to know the internal processes in hospitals and the
need for care facilities for discharged patients. Furthermore, Dr. Karahodza was
able to establish a broad network of contacts to clinic managers, doctors,
administrative staff, etc. during this time, which proves advantageous in terms
of customer acquisition.

Our other advantages include:

| | (1) | Medical management (Dr. Karahodza M.D.) and
      correspondingly good reputation and visibility;                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                      
| | (2) | We train our own staff (regular follow up trainings with
      their own instructors and in cooperation with schools);                                                                                                                               
| |     |                                                                                                                                                                                                                                                      
| | (3) | Contacts with clinicians and recommendation
    instances;                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                      
| | (4) | 24/7 on-call duty of doctors made possible by
      collaborations of doctors throughout the country;                                                                                                                                                
| |     |                                                                                                                                                                                                                                                      
| | (5) | Direct access and personal contacts with equipment
      manufacturers (not distributors). This results in more favourable terms
      and recommendations of the care service to clinics also supplied by the
      relevant manufacturer, etc.; and
| |     |                                                                                                                                                                                                                                                      
| | (6) | Professional customer acquisition on the internet through
      our online marketing.                                                                                                                                                                

Another important aspect for the success of a care company is
customer satisfaction and resulting recommendations. This is particularly
ensured through the careful selection of qualified nursing staff.

Marketing and Sales Plan

All current marketing activities of GmbH will be subsequently
projected onto all 7 new locations. This specifically means that contacts with
multipliers (doctors, clinics, etc.) will be established, relevant web sites for the regional offices will be created, online
marketing activities will be gradually extended to the new locations, etc.

7

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We plan for our services to be marketed as following:

| | (a) | Maintaining contacts and acquiring new
  multipliers                                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                 
| |     | Apart from longstanding relationships with the
      responsible persons and doctors in clinics throughout Germany, we
      continually expand our network through making contact with clinics, social
      services and testing institutions.
| |     |                                                                                                                                                                                                                                                 
| | (b) | Informative websites                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                 
| |     | We maintain the following websites covering the range of
      our services:                                                                                                                                                                    

- www.24Heimbeatmung.de
- www.pflegeland-24.de
- www.consulting-24.org
- www.consulting-24.de
- www.eliteseniorenhaus.com
- www.medicalspa-stuttgart.de
- www.beatmungsservice.com
- www.medicus-24.de

These websites are advertised nationwide with online marketing
activities including keyword advertising via Google Adwords.

We intend to spend EUR 87,900 (approximately USD$96,000) on
marketing efforts during the 2016 fiscal year.

Patents, Trademarks and Intangible Property

The trademark MEDICUS 24 bearing registration number 306 38
993 was entered into the Register of the German Patent and Trademark Office on
August 22, 2006. The term of protection for this trademark ends on June 30, 2016
and may be extended for a further 10 year period.

We also own and operate the below websites:

- www.24Heimbeatmung.de
- www.pflegeland-24.de
- www.consulting-24.org
- www.consulting-24.de
- www.eliteseniorenhaus.com
- www.medicalspa-stuttgart.de
- www.beatmungsservice.com
- www.medicus-24.de

Government Regulations

Licensing and insurance coverage are necessary for the conduct
of our business. Regular inspections are conducted by government authorities.
Our company and its facilities hold all licenses and insurance necessary for the
conduct of its business.

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The license that MI GmbH has (and as of yet GmbH has not
received) is the Versorgungsvertrag with AOK (the License) that is
not granted by the state, but by the German statutory health insurance fund (AOK
is one public health insurance fund and has been granted the licensing
representative for all public health funds). With the License, MI GmbH has the
right/admission to bill the public health insurance funds for the nursing
services that we have contracted out to MI GmbH. If a company does not have a
license, then it cannot bill the public health insurance funds, but that does
not mean that it is not be allowed to render the care services. A company can
still perform the care services and bill the client directly or his private
health insurance as there is no other license/admission required for the
company.

There is also no operational license required for our business
except for the License. The employees of a company providing the service must be
qualified, meaning that they must have the required education/apprenticeship but
are not required to have a medical diploma. All of the employees and independent
contractors working for MI GmbH who provide the services have the required
education or apprenticeship in Germany. There is no supervisory authority of our
business except requirement to have a license in order to bill the health
insurance fund.

Employees

Our company does not employ any people. Our operations have
been contracted out to MI GmbH until we have receive our Versorgungsvertrag with
AOK. Upon receipt of such license, we will takeover the operations from MI GmbH
and employees of MI GmbH. All other parties involved with our business
operations are five independent contractors.

MI GmbH employs 80 persons in Germany, of which 60 are
full-time and 20 are permanent part-time. In addition, our company has 23
independent contractors engaged to perform its services.

ITEM 1A. Risk Factors.

Smaller reporting companies are not required to provide the
information required by this item.

ITEM 1B. Unresolved Staff Comments.

Smaller reporting companies are not required to provide the
information required by this item.

ITEM 2. Properties.

Currently, we have two principal locations as follows:

| | 1. | A location at Waiblinger Strasse 34, 70372 Stuttgart,
      Germany which is the office where organizational work, human resources
      planning, route planning, etc. take place. The offices consist of
      approximately 78 m2.                                                                                                                                                                                                                                                                                                                                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | A location at Villa Schöne, Badstrasse 36, 70372
      Stuttgart-Bad Cannstatt, Germany, the premises are approximately 120 m2 in
      size and include a ventilation centre with a total of three small rooms
      and corresponding three beds, a small medical office and office space for
      the office staff. From this location, all care activities for existing
      patients are planned. The ventilation centre acts as an intermediate
      solution for patients who were already discharged from the hospital, but
      are not ready yet to go home completely.

We also rent 7 local checkpoints in the Stuttgart area, each
with an approximate size of 150 m2. The checkpoints are locations where nurses
pick up medication, supplies and equipment prior to visiting the patients in
their homes.

9

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ITEM 3. Legal Proceedings.

To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:

|1. | been convicted in a criminal proceeding or been subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | had any bankruptcy petition filed by or against the
      business or property of the person, or of any partnership, corporation or
      business association of which he was a general partner or executive
      officer, either at the time of the bankruptcy filing or within two years
      prior to that time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | been subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction or federal or state authority, permanently or temporarily
      enjoining, barring, suspending or otherwise limiting, his involvement in
      any type of business, securities, futures, commodities, investment,
      banking, savings and loan, or insurance activities, or to be associated
      with persons engaged in any such activity;                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | been found by a court of competent jurisdiction in a
      civil action or by the SEC or the Commodity Futures Trading Commission to
      have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | been the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated (not including any settlement
      of a civil proceeding among private litigants), relating to an alleged
      violation of any federal or state securities or commodities law or
      regulation, any law or regulation respecting financial institutions or
      insurance companies including, but not limited to, a temporary or
      permanent injunction, order of disgorgement or restitution, civil money
      penalty or temporary or permanent cease-and-desist order, or removal or
      prohibition order, or any law or regulation prohibiting mail or wire fraud
      or fraud in connection with any business entity; or
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6. | been the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or
      any equivalent exchange, association, entity or organization that has
      disciplinary authority over its members or persons associated with a
      member.                                                                                                                                                                                                                                                                                              

ITEM 4. Mine Safety Disclosures.

Not Applicable.

PART II

ITEM 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares are quoted on the OTCQB under the symbol MDCR. The
high and the low prices for our shares for each of our last six fiscal quarters
were:

Quarter Ended
    High(1)
    Low(1)


10

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September 30, 2015
    $0.77
    $0.45June 30, 2015
    $0.79
    $0.36March 31, 2015
    $1.14
    $0.60December 31, 2014
    $1.36
    $0.77September 30, 2014
    $1.50
    $0.10June 30, 2014
    $1.50
    $1.50March 31, 2014
    N/A
    N/ADecember 31, 2013
    N/A
    N/ASeptember 30, 2013
    N/A
    N/AJune 30, 2013
    N/A
    N/AMarch 31, 2013
    N/A
    N/A


| | (1) | Over-the-counter market quotations reflect inter-dealer
      prices without retail mark-up, mark-down or commission, and may not
      represent actual transactions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although our shares have been eligible for quotation on the
OTCQB since February 5, 2014, no information on the high, low and bid prices for
our common stock was available from the OTCQB for the fiscal quarters provided
above or as of the date of this Current Report on Form 8-K. Our shares are
quoted under the symbol MDCR. FINRA has added an E to our symbol to indicate
that our company is delinquent in filing its periodic reports.

Registered Holders of Our Common Stock

As of December 16, 2015, there were 24registered
holders of our common stock. We believe that a number of stockholders hold stock
on deposit with their brokers or investment bankers registered in the name of
stock depositories.

Dividends

On August 4, 2014, we completed a 23-for-1 forward split by way
of stock dividend. Each stockholder of record as of Friday, August 1, 2014 was
issued 23 additional shares for every one share of our common stock.

We have neither declared nor paid any cash dividends on our
capital stock since our inception and do not contemplate paying cash dividends
in the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of our business. Our board of directors will
determine future dividend declarations and payments, if any, in light of the
then-current conditions they deem relevant and in accordance with the Nevada
Revised Statutes.

There are no restrictions in our articles of incorporation or
in our bylaws which prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where, after giving
effect to the distribution of a dividend:

| | (a) | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (b) | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving
      distributions.

Recent Sales of Unregistered Securities

11

---

On November 25, 2015, we completed a private placement of our
common shares for an aggregate of 250,000 shares of our common stock at €0.32
(EUR) per share and for total proceeds of €80,000 to be used as general working
capital.

Pursuant to the Agreements, we closed on the private placement
and issued an aggregate of 250,000 common shares to one (1) non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended.

ITEM 6. Selected Financial Data.

Not required for smaller reporting companies.

ITEM 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

The following discussion provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read
along with our financial statements and notes thereto contained elsewhere in
this Annual Report. The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ significantly from the results, expectations and plans
discussed in these forward-looking statements.

Plan of Operation

Overview

Prior to completing the Acquisition of GmbH on November 12,
2014, we were engaged in the business of developing and selling of mobile games
for the Apple and Android platforms. However, in order to focus our resources on
our medical in-home care services, we have abandoned the mobile gaming business.
As a result of our acquisition of GmbH, we have now changed our business to
providing medical in-home care services in Germany.

Since completion of the December 31, 2013 year end, our assets
and liabilities have been impacted due to the costs incurred in connection with
the reorganization of the Predecessors and the completion of the Share Purchase
Agreement.

We plan to open additional local checkpoints over the next two
years which will affect our assets, liabilities, liquidity and working capital.

Our revenue is recognized on a monthly basis by invoicing the
services provided in that month. Services are invoiced by MI GmbH to the public
health insurance funds, private health insurance or the customer directly. Our
services are provided on an hourly basis and the services billed are at a
determined price by health insurance companies.

Approximately 85% of our services are billed and paid by the
public health insurance, 10% by private health insurance and 5% paid directly by
the customer. The customer is billed if the insurance provider does not cover
the service or only covers a percentage of the service.

Approximately 10% of the amounts invoiced monthly are written
off. This may be due to:

- customers not having funds available to pay;
- the insurance companies disputing some of the services rendered (which is
  rare); or
- if the private health insurance only covers a portion of the service and
  the customer does not have the available funds to cover the balance.

12

---

Generally, all payments are received within 28 days of
invoicing as the insurance funds have the duty to pay within 28 days of being
invoiced. The only time the insurance payments will take longer is if there is a
dispute regarding the services provided (which is uncommon).

Going Concern

The accompanying consolidated financial statements have been
prepared assuming we will continue as a going concern. As of December 31, 2014,
we have not achieved profitable operations and have accumulated a deficit of
$1,734,177. Continuation as a going concern is dependent upon the ability of our
company to obtain the necessary financing to meet obligations and pay its
liabilities arising from normal business operations when they come due and
ultimately upon its ability to achieve profitable operations. The outcome of
these matters cannot be predicted with any certainty at this time and raise
substantial doubt that our company will be able to continue as a going concern.
These financial statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary should our
company be unable to continue as a going concern. Management intends to obtain
additional funding by borrowing funds from its directors and officers, issuing
promissory notes and/or a private placement of common stock.

Results of Operations

Summary of Year End Results

January
      30, 2014(inception ofGmbH) toDecember 31,2014Revenue
    $
    3,198,363Expenses
    
    (2,717,241
    )Net Revenue
    $
    481,122


Revenues

Revenues from January 30, 2014 (inception of GmbH) to December
31, 2014 were $3,198,363. There is no comparable period as GmbH was incorporated
on January 30, 2014. The revenue is from the services that we provide.

Expenses

January
      30, 2014(inception of GmbH) toDecember 31, 2014Administrative fees
    $
    6,000Advertising and marketing
    
    21,347Audit and accounting fees
    
    266,081Automobile expenses
    
    5,595Depreciation
    
    17,113Facility rent and maintenance costs
    
    33,723Legal fees
    
    29,608Meals and entertainment
    
    703Other operating expenses
    
    98,128Regulatory fees
    
    5,223Total Expenses
    $
    483,521


13

---

Operating Expenses. Operating expenses from January 30,
2014 (inception of GmbH) to December 31, 2014 were $483,521. There is no
comparable period as GmbH was incorporated on January 30, 2014. The operating
expenses from January 30, 2014 (inception of GmbH) to December 31, 2014 were
primarily attributable to audit and accounting fees, facility rent and
maintenance costs, legal fees and other operating expenses.

Net Gain. Our net gain from January 30, 2014 (inception
of GmbH) to December 31, 2014 was 481,122. There is no comparable period as GmbH
was incorporated on January 30, 2014.

Liquidity and Capital Resources

Cash Flows

January 30, 2014(inception of GmbH) toDecember 31, 2014Net Cash Provided By (Used) in Operating
      Activities
    $
    (124,891
    )Net Cash Provided By (Used) in Investing Activities
    
    (307,694
    )Net Cash Provided By (Used) Financing
      Activities
    
    432,585Net Increase (Decrease) in Cash During Period
    $
    -


Working CapitalAt
      December 31, 2014Current Assets
    $
    797,749Current Liabilities
    
    (834,745
    )Working Capital Surplus (Deficit)
    $
    (36,996
    )


Our cash and cash equivalents were Nil at December 31, 2014.

Net Cash Used In Operating Activities. Net cash of
$124,891 was used in operating activities from January 30, 2014 (inception of
GmbH) to December 31, 2014.

Net Cash Used In Investing Activities. Net cash of
$307,694 was used in investing activities from January 30, 2014 (inception of
GmbH) to December 31, 2014.

Net Cash Provided By (Used In) FinancingActivities. Net
cash of $432,585 was provided by financing activities from January 30, 2014
(inception of GmbH) to December 31, 2014.

Off-Balance Sheet Arrangements

We have no significant 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 is
material to stockholders.

Critical Accounting Policies

Basis of Presentation

14

---

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles (GAAP) in the
United States of America and are presented in US dollars.

Principals of Consolidation

The consolidated financial statements include the accounts of
Medicus Homecare Inc. and its wholly-owned subsidiary, Beatmungspflege 24 GmbH.
On consolidation, all intercompany balances and transactions are eliminated.

Accounting Estimates

The preparation of these consolidated 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 of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Our company regularly
evaluates estimates and assumptions related to the fair value of intangible
assets, useful life and recoverability of equipment, fair value of financial
instruments and deferred income tax asset valuation allowances. Our company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by our
company may differ materially and adversely from our companys estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected. Significant areas
requiring managements estimates and assumptions are estimates of bad debts, the
fair value of transactions involving common stock, warrants, options, provision
for income taxes, depreciation and financial instruments and the net realizable
value of property, plant and equipment.

Revenue Recognition

Our companys revenue is derived primarily from healthcare
services provided to patients who require medical in-home care services,
including ventilation, and is recognized when the following conditions are
met:

| | (i)   | there is persuasive evidence that an arrangement
      exists;
| | ----- | --------------------------------------------------------------
| | (ii)  | delivery has occurred or service has been
  rendered;         
| | (iii) | the price is fixed or determinable; and                       
| | (iv)  | collectability is reasonably
assured.                         

Income Taxes

Income tax expense is based on pre-tax financial accounting
income. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases.
Deferred tax assets, including tax loss and credit carry forwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not some portion or all of the deferred tax assets will not be
realized.

Loss Per Share

15

---

Basic loss per share is computed by dividing the net loss
attributable to the common stockholders by the weighted average number of common
shares outstanding during the reporting period. Diluted net income per common
share includes the potential dilution that could occur upon exercise of the
options and warrants to acquire common stock computed using the treasury stock
method which assumes that the increase in the number of shares is reduced by the
number of shares which could have been repurchased by our company with the
proceeds from the exercise of the options and warrants. Basic and diluted loss
per share are computed using the weighted average number of shares outstanding
during the period.

Long-lived Assets

In accordance with ASC 360, Property, Plant, and Equipment,
our company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount exceeds fair value.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less
accumulated amortization. Our company amortizes the cost of property, plant and
equipment over their estimated useful lives on a straight-line basis.

Property, plant and equipment are stated at net book value of
the assets when Medicus acquired the subsidiary and are depreciated on a
straight line basis over the remaining useful life of the assets as follows:

Asset
    Remaining lifeBuildings
    10 yearsVehicles
    1.5 years to 5.75 yearsComputer hardware
    1 yearFurniture and fixtures
    1 year to 3.75 years


Foreign Currency Translations

The functional currencies of our company and its subsidiaries
are as follows: Medicus Homecare Inc.  US$; and GmbH  Euro.

Our company translates its financial statements with other than
US$ functional currencies to U.S. dollars using the following method:

All assets and liabilities are translated into U.S. dollars at
the exchange rate in effect at the period-end. Revenues and expenses are
translated throughout the period at the weighted average exchange rate. Exchange
gains or losses from such translations are included in accumulated comprehensive
income (loss), as a separate component of stockholders deficit.

Foreign currency transaction gains and losses are included in
the results of operations.

16

---

Comprehensive Loss

Our company presents changes in accumulated comprehensive
income in its Statement of Stockholders Deficit. Total comprehensive loss
includes, in addition to net loss, changes in equity that are excluded from the
Statement of Operations.

Financial instruments

Our companys financial instruments include accounts
receivable, accounts payable, bank indebtedness, amounts due to or from related
parties and other current liabilities. The fair values of these financial
instruments approximate their carrying values due to their short maturities.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the Financial
Accounting Standards Board or other authoritative standards groups with future
effective dates are either not applicable or are not expected to be significant
to the financial statements of our company.

ITEM 8. Financial Statements and Supplementary Data.

17

---

MEDICUS HOMECARE INC. CONSOLIDATED FINANCIAL
STATEMENTSDECEMBER 31, 2014 (Expressed in US Dollars)

18

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Medicus Homecare
Inc.

We have audited the accompanying consolidated balance sheet of
Medicus Homecare Inc. as of December 31, 2014 and the related consolidated
statements of operations, stockholders deficit and cash flows for the period
from January 30, 2014 (inception) through December 31, 2014. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of Medicus Homecare
Inc.as of December 31, 2014 and the results of its operations and its cash flows
for the period from January 30, 2014 (inception) through December 31, 2014 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has incurred losses in developing its
business, and further losses are anticipated. The Company requires additional
funds to meet its obligations and the costs of its operations. These factors
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans in this regard are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

|/s/
      DMCL                       
|-------------------------------------
|                                     
|DALE MATHESON CARR-HILTON LABONTE LLP
|CHARTERED PROFESSIONAL ACCOUNTANTS   

Vancouver, Canada December 22, 2015

---

|MEDICUS HOMECARE INC.     
|--------------------------
|(FORMERLY OVERTECH CORP.) 
|CONSOLIDATED BALANCE SHEET
|(EXPRESSED IN US DOLLARS) 

|                                                                                                                                       |   | December 31, 2014 |  
|-------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | -
|ASSETS                                                                                                                                 |   |                   |  
|Current assets                                                                                                                         |   |                   |  
|Accounts receivable                                                                                                                    | $ | 1,618             |  
|Prepaids                                                                                                                               |   | 11,404            |  
|Due from related parties                                                                                                               |   | 784,727           |  
|                                                                                                                                       |   | 797,749           |  
|                                                                                                                                       |   |                   |  
|Property and
      equipment                                                                                                           |   | 155,323           |  
|                                                                                                                                       | $ | 953,072           |  
|                                                                                                                                       |   |                   |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                                                                                            |   |                   |  
|Current liabilities                                                                                                                    |   |                   |  
|Bank indebtedness                                                                                                                      | $ | 187,844           |  
|Accounts payable and accrued liabilities                                                                                               |   | 159,686           |  
|Payroll liabilities                                                                                                                    |   | 159,558           |  
|Other liabilities                                                                                                                      |   | 107,693           |  
|Due to related parties                                                                                                                 |   | 213,095           |  
|Income taxes                                                                                                                           |   | 6,869             |  
|                                                                                                                                       |   | 834,745           |  
|                                                                                                                                       |   |                   |  
|Long-term loan                                                                                                                         |   | 133,107           |  
|Total
      liabilities                                                                                                                |   | 967,852           |  
|                                                                                                                                       |   |                   |  
|Stockholders' deficit                                                                                                                  |   |                   |  
|Common stock $0.001 par
      value, 75,000,000 common shares authorized, 72,560,000 issued and
      outstanding at December 31, 2014 |   | 72,975            |  
|Additional paid-in capital                                                                                                             |   | 1,658,000         |  
|Comprehensive loss                                                                                                                     |   | (11,378           | )
|Accumulated deficit                                                                                                                    |   | (1,734,377        | )
|                                                                                                                                       |   | (14,780           | )
|                                                                                                                                       | $ | 953,072           |  

The accompanying notes are an integral part of these audited
consolidated financial statements

20

---

|MEDICUS HOMECARE INC.                
|-------------------------------------
|(FORMERLY OVERTECH CORP.)            
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(EXPRESSED IN US DOLLRS)             

|                                                                        |   | Period from         |  
|----------------------------------------------------------------------- | - | ------------------- | -
|                                                                        |   | January 30, 2014 to |  
|                                                                        |   | December 31, 2014   |  
|Revenue from services                                                   | $ | 3,198,363           |  
|Cost of sales                                                           |   | (2,707,782          | )
|Other service costs                                                     |   | (9,459              | )
|Net revenue                                                             |   | 481,122             |  
|Operating expenses                                                      |   |                     |  
|Administrative fees                                                     |   | 6,000               |  
|Advertising and marketing                                               |   | 21,347              |  
|Audit and accounting fees                                               |   | 266,081             |  
|Automobile expenses                                                     |   | 5,595               |  
|Depreciation                                                            |   | 17,113              |  
|Facility
      rent and maintenance costs                               |   | 33,723              |  
|Legal fees                                                              |   | 29,608              |  
|Meals and
      entertainment                                           |   | 703                 |  
|Other operating expenses                                                |   | 98,128              |  
|Regulatory fees                                                         |   | 5,223               |  
|Total operating
      expenses                                          |   | (483,521            | )
|Operating loss                                                          |   | (2,399              | )
|Other items                                                             |   |                     |  
|Costs incurred on
      reverse takeover                                |   | (1,724,435          | )
|Net loss before taxes                                                   |   | (1,726,834          | )
|Provision for income
      taxes                                        |   | (7,543              | )
|                                                                        |   |                     |  
|Net loss                                                                |   | (1,734,377          | )
|Other comprehensive loss                                                |   |                     |  
|Exchange differences on
      translation                               |   | (11,378             | )
|                                                                        |   |                     |  
|Net and comprehensive loss                                              | $ | (1,745,755          | )
|                                                                        |   |                     |  
|Net loss per share - basic and diluted                                  | $ | (0.02               | )
|                                                                        |   |                     |  
|Weighted average number of shares outstanding - basic and
      diluted |   | 72,560,000          |  

The accompanying notes are an integral part of these
consolidated financial statements

21

---

|MEDICUS HOMECARE INC.                          
|-----------------------------------------------
|(FORMERLY OVERTECH CORP.)                      
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|(EXPRESSED IN US DOLLARS)                      

|                                                                           |  |               |   |   |            |   |   |           |   |   |             |   |   | Accumulated   |   |   |            |  
|-------------------------------------------------------------------------- |  | ------------- | - | - | ---------- | - | - | --------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                                                           |  | Common shares |   |   | Additional |   |   |           |   |   | Other       |   |   |               |  
|                                                                           |  | Number of     |   |   |            |   |   | Paid-in   |   |   | Accumulated |   |   | Comprehensive |   |   |            |  
|                                                                           |  | Shares        |   |   | Amount     |   |   | Capital   |   |   | Deficit     |   |   | Income        |   |   | Total      |  
|                                                                           |  |               |   |   |            |   |   |           |   |   |             |   |   |               |   |   |            |  
|Balance at January 30, 2014                                                |  | -             |   | $ | -          |   | $ | -         |   | $ | -           |   | $ | -             |   | $ | -          |  
|                                                                           |  |               |   |   |            |   |   |           |   |   |             |   |   |               |   |   |            |  
|Shares issued for cash and equipment                                       |  | 52,000        |   |   | 70,975     |   |   | -         |   |   | -           |   |   | -             |   |   | 70,975     |  
|Reverse takeover of Medicus Homecare Inc.                                  |  | 70,560,000    |   |   | 70,560     |   |   | (70,560   | ) |   | -           |   |   | -             |   |   | -          |  
|Finder's shares issued in connection with
      reverse takeover           |  | 2,000,000     |   |   | 2,000      |   |   | 1,658,000 |   |   | -           |   |   | -             |   |   | 1,660,000  |  
|Reversal of private company shares on completion of reverse
      takeover |  | (52,000       | ) |   | (70,560    | ) |   | 70,560    |   |   | -           |   |   | -             |   |   | -          |  
|Net loss                                                                   |  | -             |   |   | -          |   |   | -         |   |   | (1,734,377  | ) |   | -             |   |   | (1,734,377 | )
|Exchange
      differences on translation                                  |  | -             |   |   | -          |   |   | -         |   |   | -           |   |   | (11,378       | ) |   | (11,378    | )
|Balance at December 31, 2014                                               |  | 72,560,000    |   | $ | 72,975     |   | $ | 1,658,000 |   | $ | (1,734,377  | ) | $ | (11,378       | ) | $ | (14,780    | )

The accompanying notes are an integral part of these
consolidated financial statements

22

---

|MEDICUS HOMECARE INC.                
|-------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(EXPRESSED IN US DOLLARS)            

|                                                |   | Period from January  |  
|----------------------------------------------- | - | -------------------- | -
|                                                |   | 30, 2014 to December |  
|                                                |   | 31, 2014             |  
|Cash flows used in operating
      activities   |   |                      |  
|Net loss                                        | $ | (1,734,377           | )
|Non cash items                                  |   |                      |  
|Amortization                                    |   | 17,113               |  
|Costs
      incurred on reverse takeover        |   | 1,724,435            |  
|Foreign exchange                                |   | (11,378              | )
|                                                |   |                      |  
|Changes in operating assets and liabilities     |   |                      |  
|Accounts
      receivable                       |   | (1,618               | )
|Related party receivables                       |   | (477,033             | )
|Prepaids                                        |   | (11,404              | )
|Accounts payable and
      accrued liabilities  |   | 95,251               |  
|Payroll
      liabilities                       |   | 159,558              |  
|Other liabilities                               |   | 107,693              |  
|Income tax                                      |   | 6,869                |  
|Net cash used in
      operating activities     |   | (124,891             | )
|                                                |   |                      |  
|Cash flows from financing activities            |   |                      |  
|Common
      shares issued for cash             |   | 34,095               |  
|Bank indebtedness                               |   | 187,844              |  
|Advances
      from related parties             |   | 77,539               |  
|Long-term loan                                  |   | 133,107              |  
|Net
      cash provided by financing activities |   | 432,585              |  
|Cash flows used in investing activities         |   |                      |  
|Advances to related
      parties               |   | (307,694             | )
|Net cash used in investing
      activities     |   | (307,694             | )
|Net increase in cash                            |   | -                    |  
|Cash,
      beginning                           |   | -                    |  
|                                                |   |                      |  
|Cash, ending                                    | $ | -                    |  
|Cash paid for:                                  |   |                      |  
|Income tax                                      | $ | -                    |  
|Interest                                        | $ | -                    |  

The accompanying notes are an integral part of these
consolidated financial statements

23

---

|MEDICUS HOMECARE INC.                         
|----------------------------------------------
|(FORMERLY OVERTECH CORP.)                     
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2014                             
|(EXPRESSED IN US DOLLARS)                     

NOTE 1  ORGANIZATION AND NATURE OF OPERATIONS

Medicus Homecare Inc. (formerly Overtech Corp.) (the Company)
was incorporated in the state of Nevada on November 13, 2012. On September 2,
2014, the Company established a wholly owned subsidiary, Medicus Homecare Inc.
(the Subsidiary) under the laws of the state of Nevada.

On November 12, 2014, the Company completed the acquisition of
Beatmungspflege 24 GmbH (the GmbH). The GmbH was incorporated on January 30,
2014 and provides in-home nursing care services in Germany through a cooperation
agreement with a related company (see Note 3). The acquisition of the GmbH was
accounted for as a reverse takeover and these consolidated financial statements
reflect the transactions and activity of the GmbH since its inception (see Note
4). As a consequence of this acquisition, the Company changed its year end from
July 31st to December 31st.

Going Concern

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As of December
31, 2014, the Company has not achieved profitable operations and has accumulated
a deficit of $1,734,177. Continuation as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet obligations and
pay its liabilities arising from normal business operations when they come due
and ultimately upon its ability to achieve profitable operations. The outcome of
these matters cannot be predicted with any certainty at this time and raise
substantial doubt that the Company will be able to continue as a going concern.
These financial statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary should the
Company be unable to continue as a going concern. Management intends to obtain
additional funding by borrowing funds from its directors and officers, issuing
promissory notes and/or a private placement of common stock.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentationThe financial statements of
the Company have been prepared in accordance with generally accepted accounting
principles (GAAP) in the United States of America and are presented in US
dollars.

Principals of consolidationThe consolidated
financial statements include the accounts of Medicus Homecare Inc. and its
wholly-owned subsidiary, Beatmungspflege 24 GmbH. On consolidation, all
intercompany balances and transactions are eliminated.

Accounting estimatesThe preparation of these
consolidated 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 of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The Company regularly evaluates estimates and assumptions related to the fair
value of intangible assets, useful life and recoverability of equipment, fair
value of financial instruments and deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Companys estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected. Significant areas requiring management's
estimates and assumptions are estimates of bad debts, the fair value of
transactions involving common stock, warrants, options, provision for income
taxes, depreciation and financial instruments and the net realizable value of
property, plant and equipment.

24

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Revenue recognitionThe Company's revenue is derived
primarily from healthcare services provided to patients who require medical
in-home care services, including ventilation, and is recognized when the
following conditions are met:

| | (i)   | there is persuasive evidence that an arrangement
      exists;
| | ----- | --------------------------------------------------------------
| | (ii)  | delivery has occurred or service has been
  rendered;         
| | (iii) | the price is fixed or determinable; and                       
| | (iv)  | collectability is reasonably
assured.                         

Income taxesIncome tax expense is based on pre-tax
financial accounting income. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets, including tax loss and credit carry
forwards, and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not some portion or all of the deferred tax assets will not be
realized.

Loss per shareBasic loss per share is computed by
dividing the net loss attributable to the common stockholders by the weighted
average number of common shares outstanding during the reporting period. Diluted
net income per common share includes the potential dilution that could occur
upon exercise of the options and warrants to acquire common stock computed using
the treasury stock method which assumes that the increase in the number of
shares is reduced by the number of shares which could have been repurchased by
the Company with the proceeds from the exercise of the options and warrants.
Basic and diluted loss per share are computed using the weighted average number
of shares outstanding during the period.

Long-lived assetsIn accordance with ASC 360,
Property, Plant, and Equipment, the Company tests long-lived assets or asset
groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life. Recoverability is assessed based on
the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount exceeds fair value.

Property and EquipmentProperty, plant and equipment
is carried at cost less accumulated amortization. The Company amortizes the cost
of property, plant and equipment over their estimated useful lives on a
straight-line basis.

Property, plant and equipment are stated at net book value of
the assets when Medicus acquired the subsidiary and are depreciated on a
straight line basis over the remaining useful life of the assets as follows:

Asset
    Remaining lifeBuildings
    10 yearsVehicles
    1.5 years to 5.75 yearsComputer hardware
    1 yearFurniture and fixtures
1 year to 3.75 years


25

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Foreign currency translationsThe functional
currencies of the Company and its subsidiaries are as follows: Medicus Homecare
Inc.  US$; and GmbH  Euro.

The Company translates its financial statements with other than
US$ functional currencies to U.S. dollars using the following method:

All assets and liabilities are translated into U.S. dollars at
the exchange rate in effect at the period-end. Revenues and expenses are
translated throughout the period at the weighted average exchange rate. Exchange
gains or losses from such translations are included in accumulated comprehensive
income (loss), as a separate component of stockholders' deficit.

Foreign currency transaction gains and losses are included in
the results of operations.

Comprehensive LossThe Company presents changes in
accumulated comprehensive income in its Statement of Stockholders' Deficit.
Total comprehensive loss includes, in addition to net loss, changes in equity
that are excluded from the Statement of Operations.

Financial instrumentsThe Companys financial
instruments include accounts receivable, accounts payable, bank indebtedness,
amounts due to or from related parties and other current liabilities. The fair
values of these financial instruments approximate their carrying values due to
their short maturities.

Recent Accounting PronouncementsRecent accounting
pronouncements issued by the Financial Accounting Standards Board or other
authoritative standards groups with future effective dates are either not
applicable or are not expected to be significant to the financial statements of
the Company.

NOTE 3  COOPERATION AGREEMENT

On July 1, 2014, GmbH entered into a cooperation agreement (the
Cooperation Agreement) with Medicus Intensivpflege GmbH (MI GmbH), a company
owned by the President, CEO and Director of the Company. MI GmbH has been
granted a Versorgungsvertrag with AOK license (the License) by the German
statutory health insurance fund that allows MI GmbH to bill its services to the
public health insurance funds rather than to patients or private health
insurances. Based on the Cooperation Agreement, MI GmbH agreed to provide
medical in-home nursing care services under MI GmbH License exclusively to the
Companys patients in exchange for 15% fee on the gross revenues generated from
the services.

The Cooperation Agreement may be terminated at any time upon
the Company being granted a License. Please refer to the Note 5 for details on
the revenue and costs associated with the Cooperation Agreement, and to Note 1
for Acquisition Agreement.

NOTE 4REVERSE TAKEOVER AGREEMENT

On September 3, 2014, the Company entered into an agreement and
deed of transfer (the Acquisition Agreement) with its Subsidiary, Dr. Orhan
Karahodza (the Vendor), Dr. Elmedina Adzemovic and Beatmungspflege 24 GmbH
(the GmbH) to acquire all of the issued and outstanding shares of GmbH from
the Vendor by the Subsidiary (the Acquisition). The GmbH was incorporated with
the purpose to acquire two sole proprietorships, Das Pflegeland and
Premium-Pflegedienst Pflegeland, (the Predecessors), which provided medical
in-home care services and were owned by the Vendor and Dr. Dzenana
Karahodza. The GmbH acquired the Predecessors under separate contribution
agreements dated effective as at July 1, 2014 (the Contribution
Agreements).

26

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The Acquisition closed on November 12, 2014. Pursuant to the
Acquisition Agreement the Subsidiary acquired all outstanding common shares of
GmbH for the total consideration of $100; in addition, a major shareholder of
the Company transferred 40,800,000 shares of the Companys common stock to the
Vendor. As a result, the Vendor will control approximately 55% of the issued and
outstanding shares of the Company. Pursuant to the Acquisition, the Company
merged with the Subsidiary (the Merger). The officers and directors of GmbH
became the officers and directors of the Company and the Company adopted the
business plan of GmbH.

On closing, the Company paid a finders fee of 2,000,000 shares
with a fair value of $1,660,000.

The Acquisition resulted in a reverse takeover, with GmbH as
the accounting acquirer (legal subsidiary) and continuing entity for accounting
and financial reporting purposes, and the Company as the legal parent
(accounting subsidiary). Because the Company did not meet the definition of a
business, the Acquisition was accounted for as a capital transaction. On
closing, the Company had no assets and liabilities of $64,335. Because there
were no cash proceeds received, the excess of the net liabilities and the
related transaction costs were recorded as an expense in the statement of
operations as follows:

Net liabilities of Company on date of
      Acquisition
    $
    64,335Cash paid
    
    100Finders fee shares
    
    1,660,000$
    1,724,435


NOTE 5  RELATED PARTY TRANSACTIONS

Amounts due to (from) related parties at December 31, 2014:

|                                                                                       |   | December 31, 2014 | 
|-------------------------------------------------------------------------------------- | - | ----------------- | 
|Due to the spouse of the President, Chief
      Executive Officer (CEO) and Director | $ | 210,734           | 
|Due to a company
      owned by the President, CEO and Director                        |   | 2,361             | 
|Amounts due to related parties                                                         |   | 213,095           | 
|                                                                                       |   |                   | 
|Due from the President, CEO and Director                                               |   | 2,926             | 
|Due from MI GmbH pursuant to the Cooperation Agreement                                 |   | 770,557           | 
|Due from a company owned by the President, CEO and
      Director                      |   | 11,243            | 
|Amounts due from
      related parties                                                 |   | 784,726           | 
|                                                                                       |   |                   | 
|Total due from
      related parties                                                   | $ | 571,631           | 

Note: Amounts receivable from related parties were collected
subsequent to the year end.

During the period ended December 31, 2014 the Company incurred
the following transactions with related parties:

|                                                                                                                                                           |  |   | December 31, 2014 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------------- | 
|Net proceeds from nursing care services
      generated by MI GmbH pursuant to the Cooperation Agreement (Note 3)                                          |  | $ | 3,186,742         | 
|Cost of nursing care services incurred on behalf of the
      Company by the company owned by MI GmbH pursuant to the Cooperation
      Agreement (Note 3) |  | $ | 2,231,698         | 
|Fee payable by the Company to the company owned by MI GmbH
      pursuant to the Cooperation Agreement (calculated at 15% of gross
      proceeds)         |  | $ | 478,011           | 

27

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NOTE 6  PROPERTY AND EQUIPMENT

|                                          |   |              |  |   |              |   |   | Effect of |   |   |              | 
|----------------------------------------- | - | ------------ |  | - | ------------ | - | - | --------- | - | - | ------------ | 
|                                          |   |              |  |   |              |   |   | Foreign   |   |   | December 31, | 
|                                          |   | Acquisitions |  |   | Depreciation |   |   | Exchange  |   |   | 2014         | 
|Land                                      | $ | 37,508       |  | $ | -            |   | $ | (4,353    | ) | $ | 33,155       | 
|Buildings                                 |   | 81,676       |  |   | (3,961       | ) |   | (9,127    | ) |   | 68,588       | 
|Vehicles                                  |   | 70,286       |  |   | (11,781      | ) |   | (7,110    | ) |   | 51,395       | 
|Computer hardware                         |   | 287          |  |   | -            |   |   | (33       | ) |   | 254          | 
|Furniture and fixtures                    |   | 3,598        |  |   | (1,370       | ) |   | (297      | ) |   | 1,931        | 
|Total property,
      plant and equipment | $ | 193,354      |  | $ | (17,112      | ) | $ | (17,112   | ) | $ | 155,323      | 

The buildings include two offices which are used by the Company
to provide outpatient care and other regular business operations. To acquire
these premises the Company secured a loan of $133,107 (EUR110,000). The loan
bears interest at 4.8% per annum, with interest payments made monthly and
premium repayable in full in November 2018, the maturity of the loan.

NOTE 7 - SHARE CAPITAL

As of December 31, 2014, the Company had 72,560,000 shares of
common stock issued and outstanding.

Effective August 4, 2014, the Company issued a 23-for-1 stock
dividend, whereby each stockholder was issued 23 additional shares for every one
share of common stock of the Company held by them. In accordance with FASB Topic
505, the stock dividend was accounted for as a stock split by adjusting the
number of shares and per-share computations for the period presented based on
the new number of shares.

On November 12, 2014, the Company issued 2,000,000 shares of
its common stock to an unrelated party as a finders fee for the acquisition of
Beatmungspflege 24 GmbH. The finders shares with a fair value of $1,660,000 and
were expensed as part of completing the reverse takeover (note 4).

NOTE 8 - INCOME TAXES

The reported income taxes differ from the amounts obtained by
applying statutory rates to the loss before income taxes as follows:

December 31, 2014Net and comprehensive loss
    $
    (1,734,377
    )Statutory tax rate
    
    35%Expected income tax recovery
    
    (607,032
    )Permanent differences
    
    581,000Difference in foreign tax rates
    
    2,746Effect of reverse take-over
    
    (34,365
    )Change in valuation allowance
    
    57,651Income tax
      recovery
    $
    -


The Companys tax-effected future income tax assets and
liabilities are estimated as follows:

December 31, 2014Deferred income tax assetsNon-capital losses carried forward
    $
    57,651Less: Valuation allowance
    
    (57,651
    )Net deferred
      income tax assets
    $
    -


28

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NOTE 9 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Companys financial instruments include receivables, bank
indebtedness, accounts payable, payroll liabilities, other liabilities, due
to/from related parties, and long term debt. The Company concluded that the
carrying amount of bank indebtedness, accounts payable, payroll liabilities,
other liabilities, and due to/from related parties approximate fair value
because of the short maturity of these financial instruments. The Company has
concluded that the carrying amount of long term loan approximate fair value as
they bear interest at market rates.

Currency risk.The Company conducts its business
principally in Europe, and the majority of its purchases and sales are made in
Euros. Currently, the majority of the Company's debt is denominated in USD. A 5%
fluctuation in currency rates would lead to a change in the Companys USD debt
by approximately $43,000. The Company does not currently hedge its foreign
currency exposure and accordingly is at risk for foreign currency exchange
fluctuations.

Credit risk. Credit risk is managed by dealing with
customers whose credit standing meets internally approved policies, and by
ongoing monitoring of credit risk. The risk in cash accounts is managed through
the use of a major financial institution which has high credit quality as
determined by the rating agencies. As at December 31, 2014, $770,577 is due from
a single related party and therefore 98% of receivables are exposed to
concentration of credit risk. The $770,577 was repaid subsequent to the year
end.

Financial instruments measured at fair value are classified
into one of three levels in the fair value hierarchy according

NOTE 10 - SUBSEQUENT EVENTS

On April 17, 2015, the Company entered into an agreement to
acquire all issued and outstanding shares of Medicus Intensive Care GmbH.
Pursuant to the agreement, the Company acquired all issued and outstanding
shares of MI GmbH for the total consideration of $37,730 (EUR 35,000).

Pursuant to the April 17, 2015 agreement, certain funds of the Company were held in trust by related party to effect the purchase of equipment on behalf of the GmbH (the “Funds”). The equipment included, but was not limited to, respirators and medical accessories required for the operations and business of the GmbH. On June 30, 2015, the related party closed the purchase and transferred certain medical equipment to the GmbH (the “Equipment”).  However, as a result of the purchase of the Equipment not having been completed and the application of certain accounting rules, the Funds held in trust were classified as a “related party” loan.

On November 25, 2015 the Company completed a private placement of common shares for an aggregate of 250,000 shares of common stock at €0.32 (EUR) per share and for total proceeds of €80,000 to be used as general working capital.

29

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ITEM 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.

On August 14, 2014, we dismissed is Harris & Gillespie
CPAs, PLLC (formerly Thomas J. Harris, CPA) (Harris) as our
independent accountants. The report of Harris on the financial statements for
the fiscal period from November 13, 2012 (inception) to July 31, 2013, contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty or audit scope. Our board of directors recommended the
decision to change independent accountants. There have been no disagreements
during the fiscal period from November 13, 2012 (inception) to July 31, 2013 and
the subsequent interim period up to and including the date of dismissal between
us and Harris on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of Harris, would have caused them to make reference to the
subject matter of the disagreement in connection with Harriss report.

We engaged Dale Matheson Carr-Hilton Labonte, L.L.P. Chartered
Accountants (DMCL) as our new independent accountants as of August 18,
2014. We did not consult with DMCL during the fiscal period from November 13,
2012 (inception) to July 31, 2013 and any subsequent interim period prior to
their engagement regarding: (i) the application of accounting principles to a
specific completed or proposed transaction or the type of audit opinion that
might be rendered on our financial statements, and neither a written report was
provided to us nor oral advice was provided that the newly appointed accountant
concluded was an important factor in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement or a reportable event in response to paragraph
(a)(1)(iv) of Item 304 of Regulation S-K, promulgated under the Securities
Exchange Act of 1934, as amended.

ITEM 9A. Controls and Procedures.

Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of July 31, 2014
(Evaluation Date). Based upon that evaluation our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were not effective as of the Evaluation Date as a result of the
material weaknesses in internal control over financial reporting discussed
below.

The framework used to evaluate the effectiveness of our
internal controls over financial reporting is based upon guiding principles
advocated by The Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in 1992. This guidance provides a set of twenty basic
principles representing the fundamental concepts associated with, and drawn
directly from, the five components of the framework i.e. control environment,
risk assessment, control activities, information and communication and
monitoring.

Internal controls over financial reporting is defined in the
SECs rules as those controls designed by the companys principal executive and
financial officers to provide reasonable assurance regarding the reliability of
the companys financial reporting and the preparation of financial statements in
accordance with GAAP.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Annual Report on Form 10-K for the year ended July 31, 2014 fairly present
our financial condition, results of operations and cash flows in all material
respects.

30

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Remediation of Material Weaknesses

We intend to remediate the material weaknesses in our
disclosure controls and procedures identified above by adding independent
directors or members with financial expertise and/or hiring a full-time CFO,
with SEC reporting experience, in the future when working capital permits and by
working with our independent registered public accounting firm and refining our
internal procedures. To date, we have not been successful in reducing the number
of audit adjustments, but will continue our efforts in the coming fiscal year as
more fully detailed below.

Managements Assessment on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal controls over financial reporting include those
policies and procedures that:

| | 1. | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the Company;                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                               
| | 2. | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with GAAP, and that receipts and expenditures of the issuer are
      being made only in accordance with authorizations of management and
      directors of the Company; and
| |    |                                                                                                                                                                                                                                                                                                                               
| | 3. | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      Companys assets that could have a material effect on the financial
      statements.                                                                                                

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in there being a more than remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the COSO. Based on its
evaluation under this framework, management concluded that our internal control
over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of Evaluation Date and identified the
following material weaknesses:

Insufficient Resources:We have an inadequate number of
personnel with requisite expertise in the key functional areas of finance and
accounting.

31

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Inadequate Segregation of Duties: We have an inadequate
number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures:We have
insufficient written policies and procedures for accounting and financial
reporting.

Inadequate Financial Statement Closing Process:We have
an inadequate financial statement closing process.

Lack of Audit Committee & Outside Directors on the
Companys Board of Directors:We do not have a functioning audit committee
and outside directors , resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and
will (1) continue to use third party specialists to address shortfalls in
staffing and to assist the Company with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel and (3) prepare and implement sufficient written policies
and checklists for financial reporting and closing processes and (4) may
consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and the Chief
Financial Officer, has discussed the material weakness noted above with our
third party consulting accountant. Due to the nature of this material weakness,
there is a more than remote likelihood that misstatements which could be
material to the annual or interim financial statements could occur that would
not be prevented or detected.

This Annual Report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our registered
public accounting firm pursuant to rules of the SEC that permit us to provide
only managements report in this Annual Report.

Changes in Internal Control over Financial Reporting

As of the Evaluation Date, there were no changes in our
internal control over financial reporting that occurred during the fiscal year
ended July 31, 2014 that have materially affected, or that are reasonably likely
to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and the
Chief Financial Officer, do not expect that the our controls and procedures will
prevent all potential errors or fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met.

ITEM 9B. Other Information.

None.

PART III

32

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ITEM 10. Directors, Executive Officers and Corporate
Governance.

The following table sets forth the name and positions of our
executive officers and directors.

Name
    Age
    PositionsDr. Elmedina
      Adzemovic
    49
    Chief Financial Officer and DirectorDr. Orhan Karahodza
    46
    President, Secretary, Treasurer, Chief
      Executive Officer and Director


Set forth below is a brief description of the background and
business experience of our executive officers and directors:

Dr. Elmedina Adzemovic

Dr. Elmedina Adzemovic, age 49, has acted as an officer and
director of our company since May 22, 2014. She is resident in Stuttgart,
Germany. Dr. Adzemovic has worked for over ten years as a general medicine
practitioner, specializing in old age care and palliative care. She does not
hold, and has not previously held, any directorships in any other reporting
companies.

Specifically in the last five years, Dr. Adzemovic has acted as
general physician for GmbH as of January 6, 2014. Her responsibilities included
having to the leading medical officer of GmbH. From October 2013 to August 2014,
Dr. Adzemovic was employed as a general medicine practitioner at the offices of
Dr. Läuger. From January 2007 to May 2013, she was an assistant doctor of
pneumology and internal medicine at Hospital vom Roten Kreuz.

Dr. Adzemovics educational background includes having studied
medicine at the University of Tubingen from 1996 to 1997 achieving her medical
degree and license to practice medicine. Prior to having attended the University
of Tubingen, she attended the University of Banja Luka, in Bosnia, Herzegowina
from 1985 to 1991 where she obtained her medical doctor certification / diploma
in medicine.

Dr. Orhan Karahodza

Dr. Orhan Karahodza , age 46, has acted as an officer and
director of our company since November 12, 2014. Dr. Karahodza has managed
outpatient care service for over 16 years. Dr. Karahodza does not hold, and has
not previously held, any directorships in any other reporting companies. He is
resident in Germany.

33

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As of January 2010, Dr. Karahodza has also been the specialist
at and managing the care service at the Predecessors. From February 2007 to
December 2009, he was an internal medicine specialist at Klinik am Eichert, a
medical clinic in Göppingen, Germany.

Dr. Karahodza practiced medicine after his studies at the
University of Tübingen (from October 1992 to March 1995). After his studies, Dr.
Karahodza successfully wrote the state examinations at the University of
Tübingen in 1999. Prior to having attended the University of Tübingen, he
attended the medical school at the University of Banja Luka from September 1984
to July 1988 for training as a nurse and obtained a nursing diploma.

His native language is Serbo-Corat and is fluent in both
English and German.

Significant Employees

Other than our executive officers and directors, Dr. Karahodza
and Dr. Adzemovic, we have two significant employees who are not executive
officers, but who make or are expected to make significant contributions to our
business. The following table sets forth the name and positions of our
significant employees.

Name
    Age
    PositionsDzenana Karahodza
    45
    Chief of Nursing ServicesRadmila Bozic
    49
    Supervising
      Intensive Care and Home Respiration Nurse


Set forth below is a brief description of the background and
business experience of our significant employees:

Dzenana Karahodza is the wife of Dr. Orhan Karahodza. She has
been employed since 2010 as the Chief of Nursing Service for
Premium-Pflegedienst Pflegeland. Mrs. Karahodza has been a nurse since 1993.
Mrs. Karahodza has completed law studies and obtained her diploma as a lawyer in
Bihac, Bosnia qualifying her to practice Bosnian-Herzegovian law.

Radmila Bozic has been employed since April 2014 as the
Supervising Nurse Intensive Care and Home Respiration for GmbH. Ms. Bozic has
been a nurse since 1986.

Terms of Office

Our directors are elected to hold office until the next annual
meeting of the shareholders and until their respective successor(s) have been
elected and qualified. Our executive officers are appointed by our board of
directors and hold office until removed by our board of directors or until their
successor(s) are appointed.

Committees of the Board Of Directors

We do not have a separately designated audit committee,
nominating committee or any other committees. Our Board of Directors fulfills
the duties normally undertaken by those committees.

Audit Committee Financial Expert

34

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Dr. Karahodza and Dr. Adzemovic do not qualify as audit
committee financial experts as defined in Item 407(d)(5) of Regulation S-K. We
are seeking to attract and retain directors who would qualify as audit
committee financial experts, but may not recruit suitable directors for some
time.

Family Relationships

There are no family relationships between any of our directors
and officers.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our
equity securities (collectively, the Reporting Persons), to file
reports of ownership and changes in ownership with the SEC. Reporting Persons
are required by SEC regulations to furnish us with copies of all forms they file
pursuant to Section 16(a). Based on our review of the copies of such forms
received by us, no other reports were required for those persons, and we believe
that during the year ended December 31, 2014, all Reporting Persons complied
with all Section 16(a) filing requirements applicable to them.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our officers and
directors which is a code of ethics as defined by applicable rules of the SEC.
Our code of ethics is attached as an exhibit to this Annual Repot. If we make
any amendments to our Code of Ethics other than technical, administrative, or
other non-substantive amendments, or grant any waivers, including implicit
waivers, from a provision of our Code of Ethics to our President, Treasurer, or
certain other finance executives, we will disclose the nature of the amendment
or waiver, its effective date and to whom it applies in a current report on Form
8-K filed with the SEC.

ITEM 11. Executive Compensation.

Summary Compensation Table

The following table sets forth the total compensation paid or
accrued to our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K , and to our directors, during our last two
completed fiscal years.

SUMMARY
      COMPENSATION TABLEName &
      Principal Position
    Year
    Salary
      ($)
    Bonus($)
    Stock
      **Awards**($)
    Option**Awards**($)
    Non-Equity
      **Incentive Plan****Compensation**
      ($)
    Nonqualified
      Deferred **Compensation** Earnings
      ($)
    All Other
      Compensation($)
    **Total** ($)Orhan Karahodza(1)CEO,
      President, Secretary, Treasurer
    2014
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/aElmedina Adzemovic(2)Director and CFO Officer
    2014 2013
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0


35

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Pavel Rozum(3)Former Director and
      Former Executive Officer
    2014 2013
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0


|Notes:
|------
|(1)   
|(2)   
|(3)   

The following information presents the summary compensation
information of GmbH and of the Predecessors to our named executive officers, our
directors and subsidiarys officers and significant employees, during our last
two completed fiscal years ended December 31, 2014 and 2013.

SUMMARY
      COMPENSATION TABLEName & Principal
      Position
    Year(EUR)
    **Salary****(EUR)**
    **Bonus****Awards**
    **Stock****Awards**(EUR)
    **Option****Incentive****(EUR)**
    **Non-Equity****Plan** **Compensation**(EUR)
    **Nonqualified**
      Deferred **Compensation** Earnings
      (EUR)
    All Other
      Compensation(EUR)
    Total
      **(EUR)**Orhan Karahodza(1) CEO,
      President, Secretary, Treasurer and Director
    2014 2013
    58,800 0
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0
    58,800 0Elmedina Adzemovic(2) CFO and
      Director
    2014 2013
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0Dzenana Karahodza(3)Chief of Nursing Services
    2014 2013
    23,400 0
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0
    23,400 0Radmila Bozic(4)Supervising Nurse
    2014 2013
    28,800 0
    0 0
    0 0
    0 0
    0 0
    0 0
    0 0
    28,800 0


|Notes:
|------
|      
|      
|      
|      

36

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Outstanding Equity Awards at Fiscal Year End

As at December 31, 2014, we had no outstanding equity awards.

Compensation Arrangements

We do not currently have any compensation arrangement in place
with Dr. Karahodza or Dr. Adzemovic.

Director Compensation

Our directors are reimbursed for expenses incurred by them in
connection with attending board of directors meetings. They do not receive any
other compensation for serving on the board of directors, but may participate in
our incentive compensation program, once such a program is established.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement
plan. All decisions regarding compensation are determined by our board of
directors.

Options and Stock Appreciation Rights

We do not currently have a stock option or other equity
incentive plan. We may adopt one or more such programs in the future.

Payment of Post-Termination Compensation

We do not have change-in-control agreements with any of our
directors or executive officers, and we are not obligated to pay severance or
other enhanced benefits to executive officers upon termination of their
employment.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal
proceedings, no judgments, injunctions, orders or decrees material to the
evaluation of the ability and integrity of any of our directors, executive
officers, promoters or control persons during the past ten years.

Employment Agreements

We have not entered into employment agreements with any of our
employees, officers and directors.

Board of Directors

All directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified.
Officers are elected by and serve at the discretion of the board of directors.

Our directors are reimbursed for expenses incurred by them in
connection with attending board meetings, but they do not receive any other
compensation for serving on the board of directors.

Equity Compensation Plans

37

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We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

Equity Compensation Plan Information

Plan
      Category
    Number of
      Securities to be Issued Upon Exercise of
      Outstanding Options, Warrants and Rights
      (a)
    Weighted-Average
      Exercise Price of Outstanding Options,
      Warrants and Rights (b)
    Number of Securities
      Remaining Available for Future Issuance Under
      Equity Compensation Plans (Excluding
      Securities Reflected in column (a)) (c)Equity Compensation Plans Approved By Security
      Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved
      By Security Holders
    Not Applicable
    Not Applicable
    Not Applicable


ITEM 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of December 16,
2015by: (i) each person (including any group) known to us to own more
than five percent (5%) of any class of our voting securities, (ii) each of our
directors and each of our named executive officers (as defined under Item
402(m)(2) of Regulation S-K), and (iii) officers and directors as a group.
Unless otherwise indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.

Title of Class
    Name and Address
      of Beneficial Owner
    Number of Shares
      of Common Stock(1)
    Percentage of
      Common Stock(1)DIRECTORS AND OFFICERSCommon Stock
    Elmedina Adzemovic CEO,
      CFO, President, Secretary, Treasurer & Director
      Waiblingerstrasse 34 Stuttgart, Germany 70372
    40,800,000 Shares
      (direct)
    56.0%Common Stock
    All Officers and
      Directors as a Group (1 person)
    40,800,000 Shares
    56.0%5% SHAREHOLDERSCommon Stock
    Elmedina Adzemovic CEO,
      CFO, President, Secretary, Treasurer & Director
      Waiblingerstrasse 34 Stuttgart, Germany 70372
    40,800,000 Shares
      (direct)
    56.0%


38

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Common Stock
    Daniel Kaufman Dachsweg 18 Kirchheim,
      Germany 73230
    2,951,468
    4.1%


| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on December 16, 2015. As of December 16, 2015,
      there were 72,810,000 shares of our common stock issued and
      outstanding.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

On November 12, 2014, under the terms of the Share Purchase
Agreement, the Subsidiary, acquired GmbH for a consideration of USD$100.
Concurrent with Closing of the acquisition, our then President, Dr. Elmedina
Adzemovic, transferred 40,800,000 of our shares held by her to Dr. Karahodza. As
a result of the transfer of her shares to Dr. Karahodza, Dr. Adzemovic no longer
owns any shares of our common stock. Accordingly, we experienced a change in
control and Dr. Karahodza now controls 56.0% of our issued and outstanding
shares of common stock.

ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.

Related Transactions

Except as disclosed below, none of the following parties has,
during our last two fiscal years, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, in which the Company is a participant and the amount
involved exceeds the lesser of $120,000 or 1% of the average of the Companys
total assets for the last two completed fiscal years:

| | (1) | Any of our directors or officers;                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Any person proposed as a nominee for election as a
      director;                                                                         
| | (3) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of our outstanding shares of common
    stock;
| | (4) | (iv) Any of our promoters; and                                                                                                             
| | (5) | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                        

On September 3, 2014, we entered into the Share Purchase
Agreement with the Subsidiary, the Vendor, GmbH and Dr. Elmedina Adzemovic for
the Acquisition from the Vendor by the Subsidiary. GmbH was formed to acquire
the Predecessors. GmbH acquired the Predecessors under the Contribution
Agreements. Prior to the Acquisition, GmbH did not carry on any business.

Effective July 2, 2014, Pavel Rozum resigned as a director of
our company. In connection with Mr. Rozums resignation, Mr. Rozum has agreed to
surrender for cancellation to our company an aggregate of 4,300,000 shares of
our companys common stock held by him (the Share Cancellation). In
addition, Mr. Rozum agreed to transfer an aggregate of 1,700,000 shares
of our companys common stock held by him to Dr. Elmedina Adzemovic, our
companys remaining director (the Transfer). The consideration for the
Transfer and the Share Cancellation was the agreement of Dr. Adzemovic to act as
the director and officer of our company. Additionally, Mr. Rozum loaned an
aggregate of $10,100 to our company to pay for general and administrative
expenses. This loan was released on May 22, 2014 when Mr. Rozum resigned as an
officer and director in exchange for a mutual release from liability and as
goodwill to our company as he wanted our company to be successful but could not
otherwise find suitable succeeding management.

39

---

Under the terms of the Share Purchase Agreement, the
Subsidiary, acquired GmbH for a consideration of USD$100. Concurrent with
closing of the acquisition, Dr. Elmedina Adzemovic transferred 40,800,000 shares
of our common stock (based on a 24 for 1 forward split on August 4, 2014 of an
aggregate of 1,700,000 sha6res of our companys common stock) held by her to Dr.
Karahodza. The approximate dollar value of the amount involved in this transfer
of shares was 1,411,000 based on $0.83 per share based on the trading price on
November 12, 2014.

As a result of the transfer of shares to Dr. Karahodza, Dr.
Adzemovic no longer owns any shares of our common stock. Accordingly, we
experienced a change in control and Dr. Karahodza now controls 56.2% of our
issued and outstanding shares of common stock.

Since our inception on November 13, 2012, promoters of our
company have included the directors and officers of our company as follows:

| | 1. | Pavel Rozum who was President, Treasurer and Director of
      our company and who:                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                        
| |    | a.                                                                                                                                                     
| |    |                                                                                                                                                        
| |    | b.                                                                                                                                                     
| |    |                                                                                                                                                        
| |    | c.                                                                                                                                                     
| |    |                                                                                                                                                        
| | 2. | Dr. Elmedina Adzemovic who was President, Secretary,
      Treasurer, Chief Executive Officer, Chief Financial Officer and Sole
      Director and who:
| |    |                                                                                                                                                        
| |    | a.                                                                                                                                                     
| |    |                                                                                                                                                        
| |    | b.                                                                                                                                                     
| |    |                                                                                                                                                        
| | 3. | Dr. Orhan Karahodza who is President, Secretary,
      Treasurer, Chief Executive Officer and Director and who:                                        
| |    |                                                                                                                                                        
| |    | a.                                                                                                                                                     
| |    |                                                                                                                                                        
| |    | b.                                                                                                                                                     

40

---

The following information presents the related transactions
information of GmbH and of the Predecessors.

GmbH entered into a Contribution Agreement (the Das Pflegeland
Agreement ) effective July 1, 2014 with Dr. Orhan Karahodza (and Mrs. Dzenana
Karahodza as communal property ownership in accordance with Bosnian law). Under
the terms of the Das Pflegeland Agreement, GmbH acquired all right, title and
interest in the business being operated by Dr. Orhan Karahodza under the sole
proprietorship called Das Pflegeland in consideration of which Dr. Karahodza
received 1,000 shares of GmbH with a nominal value of EUR 1.00 each which shares
have subsequently been transferred to us under the Share Purchase Agreement.

GmbH entered into a Contribution Agreement (the
Premium-Pflegedienst Pflegeland Agreement) effective July 1, 2014 with Mrs.
Dzenana Karahodza and Dr. Orhan Karahodza (as communal property ownership in
accordance with Bosnian law). Under the terms of the Premium-Pflegedienst
Pflegeland Agreement, GmbH acquired all right, title and interest in the
business being operated by Mrs. Karahodza under the sole proprietorship called
Premium-Pflegedienst Pflegeland Agreement in consideration of which Mrs.
Karahodza received 26,000 shares of GmbH with a nominal value of EUR 1.00 each
which shares have subsequently been transferred to us under the Share Purchase
Agreement.

GmbH entered into the Cooperation Agreement dated July 1, 2014
with MI GmbH, a corporation in which our President and director, Dr. Orhan
Karahodza, is a significant shareholder and the managing director which provides
medical home care services through GmbH and provides personnel to perform these
services through GmbH. Pursuant to the Cooperation Agreement:

| | 1. | MI GmbH is to:                                                                                                                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                     
| |    | a.                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                     
| |    | b.                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                     
| |    | c.                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                     
| |    | d.                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                     
| | 2. | GmbH shall pay MI GmbH a fee in the amount of 15% of the
      gross revenues generated by GmbH from the provision of medical in-home
      nursing care services to patients of GmbH (the
  Fee).

For the period from January 30, 2014 to September 30, 2014, 15%
of the gross revenues generated would have amounted to EUR 139,563.80 from gross
revenues of EUR 930,425.28. There were no other dollar amounts involved in
connection with the Cooperation Agreement.

Upon GmbH obtaining authorization under German regulations to
provide the medical in-home nursing care services, the Cooperation Agreement may
be terminated by GmbH.

Director Independence

41

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Our common stock is quoted on the OTCQB inter-dealer quotation
system, which does not have director independence requirements. Under NASDAQ
Rule 5605(a)(2), a director is not considered to be independent if he or she is
also an executive officer or employee of the corporation. Our sole directors,
Elmedina Adzemovic and Orhan Karahodza, are also our sole executive officers. As
a result, we do not have any independent directors.

As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

ITEM 14. Principal Accounting Fees and Services.

On August 14, 2014, we dismissed is Harris & Gillespie
CPAs, PLLC (formerly Thomas J. Harris, CPA) (Harris) as our
independent accountants. We engaged Dale Matheson Carr-Hilton Labonte, L.L.P.
Chartered Accountants (DMCL) as our new independent accountants as of
August 18, 2014. Harris and DMCL provided the following services in the
following categories and amounts:

|                   |   | Year Ended December |  |   | Year Ended July 31, |  |   | Year Ended July 31, |  |   | Year Ended July 31, | 
|------------------ | - | ------------------- |  | - | ------------------- |  | - | ------------------- |  | - | ------------------- | 
|                   |   | 31, 2014            |  |   | 2014                |  |   | 2014                |  |   | 2013                | 
|                   |   | (DMCL)              |  |   | (DMCL)              |  |   | (Harris)            |  |   | (Harris)            | 
|Audit Fees         | $ | 50,000              |  | $ | 7,000               |  | $ | 4,500               |  | $ | 2,000               | 
|Audit-Related Fees | $ | -                   |  | $ | -                   |  | $ | -                   |  | $ | -                   | 
|Tax Fees           | $ | -                   |  | $ | -                   |  | $ | -                   |  | $ | -                   | 
|All Other Fees     | $ | -                   |  | $ | -                   |  | $ | -                   |  | $ | -                   | 
|Total              | $ | 50,000              |  | $ | 7,000               |  | $ | 4,500               |  | $ | 2,000               | 

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

We did not incur any other fees related to services rendered by
our principal accountant for the fiscal year ended March 31, 2015 and for the
eleven months ended March 31, 2014.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before our auditor is engaged by us to render
any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee; or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committees responsibilities to management.

We do not have an audit committee. Our entire board of
directors pre-approves all services provided by our independent auditors.

No non-audit services were provided by Harris or DMCL during
the last two fiscal years.

42

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ITEM 15. Exhibits, Financial Statement Schedules.

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)     | Articles of Incorporation; Bylaws                                                                                                                                                                                                                                                                                                                                                     
|3.1     | Articles of Incorporation of Registrant.                                                                                                                                                                                                                                                                                                                                              
|3.2     | Bylaws of the Registrant.                                                                                                                                                                                                                                                                                                                                                             
|3.3     | Certificate of Merger (incorporated by reference to our
      companys current report on Form 8-K as filed with the SEC on December 12,
      2014 as exhibit 3.1).                                                                                                                                                                                                                  
|3.4     | Articles of Merger between Medicus Homecare Inc. (as
      surviving company) and Medicus Homecare Inc. (as merging entity), with
      surviving entity changing its name to Medicus Homecare Inc. effective
      December 12, 2014 (incorporated by reference to our companys current
      report on Form 8-K as filed with the SEC on December 12, 2014 as exhibit
      3.2).
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                                                                                                    
|10.1    | Mobile Application Development and Intellectual Property
      Assignment Agreement, dated August 22, 2013, by and between Medicus
      Homecare Inc. and Murad Guseinov (incorporated by reference to our
      Registration Statement on Form S-1 filed with the SEC on September 19,
      2013).                                                                                 
|10.2    | Share Purchase Agreement dated September 3, 2014, among
      Medicus Homecare Inc., its wholly-owned subsidiary, Medicus Homecare Inc.,
      Dr. Orhan Karahodza, Beatmungspflege 24 GmbH and Dr. Elmedina Adzemovic
      (incorporated by reference to our Current Report on Form 8-K filed with
      the SEC on September 8, 2014).                                             
|10.3    | Contribution Agreement (Das Pflegeland) effective July 1,
      2014 between Beatmungspflege 24 GmbH and Dr. Orhan Karahodza (and Dzenana
      Karahodza as communal property ownership in accordance with Bosnian law)
      (incorporated by reference to our Current Report on Form 8- K filed with
      the SEC on November 19, 2014).                                          
|10.4    | Contribution Agreement (Premium-Pflegedienst Pflegeland)
      effective July 1, 2014 between Beatmungspflege 24 GmbH and Mrs. Dzenana
      Karahodza (and Dr. Orhan Karahodza as communal property ownership in
      accordance with Bosnian law) (incorporated by reference to our Current
      Report on Form 8-K filed with the SEC on November 19, 2014).                     
|10.5    | Cooperation Agreement between our company and Medicus
      Intensivpflege GmbH effective July 1, 2014.                                                                                                                                                                                                                                                                               
|10.6    | Agreement and Deed of Transfer (incorporated by reference
      to our Current Report on Form 8- K filed with the SEC on November 19,
      2014).                                                                                                                                                                                                                                    
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                        
|14.1    | Code of Ethics (incorporated by reference to our Annual
      Report on Form 10-K filed with the SEC on October 29, 2014).                                                                                                                                                                                                                                                            
|(16)    | Letter re Change in Certifying Accountant                                                                                                                                                                                                                                                                                                                                             
|16.1    | Letter of Dale Matheson Carr-Hilton Labonte, L.L.P.
      Chartered Accountants (former principal independent accountants)
      (incorporated by reference to our companys current report on Form 8-K as
      filed with the SEC on February 17, 2015 as exhibit 16.1).                                                                                                            
|16.2    | Letter of RBS RoeverBroennerSusat GmbH & Co.KG.
      (former principal independent accountants) (incorporated by reference to
      our companys current report on Form 8-K as filed with the SEC on February
      17, 2015 as exhibit 16.2).                                                                                                                                      
|(21)    | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                        
|21.1    | List of Subsidiaries (incorporated by reference to our
  Annual Report on Form 10-K filed with the SEC on October 29, 2014).                                                                                                                                                                                                                                                          
|(31)    | Rule 13a-14(a) / 15d-14(a) Certifications                                                                                                                                                                                                                                                                                                                                             
|31.1    | Certification pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.                                                                                                                                                                                                                                                                         
|31.2    | Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and
      Principal Accounting Officer.                                                                                                                                                                                                                              

43

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|(32)    | Section 1350
      Certifications                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|32.1    | Certification pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.                                       
|32.1    | Certification pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial
      Officer and Principal Accounting Officer.
|(101)   | Interactive Data File (Form 10-K for the
      year ended February 28, 2015 furnished in XBRL).                                                         
|101.INS | XBRL Instance Document.                                                                                                                                 
|101.SCH | XBRL Taxonomy Extension Schema.                                                                                                                         
|101.CAL | XBRL Taxonomy Extension
      Calculation Linkbase.                                                                                                     
|101.DEF | XBRL Taxonomy Extension Definition Linkbase.                                                                                                            
|101.LAB | XBRL Taxonomy Extension Label
      Linkbase.                                                                                                           
|101.PRE | XBRL Taxonomy Extension Presentation Linkbase.                                                                                                          

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|      |                   |  |     | MEDICUS HOMECARE INC.                                 
|----- | ----------------- |  | --- | ------------------------------------------------------
|      |                   |  |     |                                                       
|      |                   |  |     |                                                       
|      |                   |  |     |                                                       
|Date: | December 24, 2015 |  | By: | /s/Orhan Karahodza                                    
|      |                   |  |     | Dr. Orhan Karahdza                                    
|      |                   |  |     | President, Secretary, Treasurer, Chief
      Executive
|      |                   |  |     | Officer and Director                                  
|      |                   |  |     | (Principal Executive Officer)                         

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Date: | December 24, 2015 |  | By: | /s/Orhan Karahodza                                    
|----- | ----------------- |  | --- | ------------------------------------------------------
|      |                   |  |     | Dr. Orhan Karahdza                                    
|      |                   |  |     | President, Secretary, Treasurer, Chief
      Executive
|      |                   |  |     | Officer and Director                                  
|      |                   |  |     | (Principal Executive Officer)                         
|      |                   |  |     |                                                       
|Date: | December 24, 2015 |  | By: | /s/
      Elmedina Adzemovic                          
|      |                   |  |     | Dr. Elmedina Adzemovic                                
|      |                   |  |     | Director and Chief Financial Officer                  
|      |                   |  |     | (Principal Accounting Officer)                        

44

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