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Med Spa Vacations Inc. – ‘10-Q’ for 6/30/22

On:  Tuesday, 7/19/22, at 5:16pm ET   ·   For:  6/30/22   ·   Accession #:  1640334-22-1535   ·   File #:  333-210922

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/19/22  Med Spa Vacations Inc.            10-Q        6/30/22   32:1.4M                                   Pubco Reporting … Inc/FA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 10-Q

(Mark One)

Commission file number:  i 333-210922

 i 500 W. 5th Street, Suite 800,  i PMB #59

 i Winston Salem,  i NC  i 27101

(Address of principal executive offices)

( i 845)  i 548-3280

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

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.

 i Yes ☒ No ☐

(Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934; the registrant has filed during the preceding 12 months all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant had been subject to one of such Sections.)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  i Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if this registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  i ☒ No ☐

As of July 19, 2022, there were  i 10,055,000 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding.

MED SPA VACATIONS INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

TABLE OF CONTENTS

MED SPA VACATIONS, INC.

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2022

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MED SPA VACATIONS INC.

Balance Sheets

(Unaudited)

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

hMED SPA VACATIONS INC.

Statements of Operations

(Unaudited)

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

MED SPA VACATIONS INC.

Statements of Stockholders’ Deficit

(Unaudited)

For the Six Months Ended June 30, 2022

For the Six Months Ended June 30, 2021

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

MED SPA VACATIONS INC.

Statements of Cash Flow

(Unaudited)

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

MED SPA VACATIONS INC.

Notes to the Unaudited Financial Statements

June 30, 2022

On March 1, 2022, the Company received a loan of $ i 19,500 from Morehead, which is controlled by a shareholder of the Company. To evidence said loan, the Company issued to Morehead a promissory note in the principal amount of $ i 19,500 (in this case, the “Note”), with a maturity date of  i March 1, 2023. Interest on the Note accrued on the principal amount at the rate of six percent ( i 6%) per annum, and was required to be paid on a quarterly basis, in the amount of $292.50 per quarter, on the following dates: June 1, 2022, September 1, 2022, December 1, 2022, and March 1, 2023. The Company was permitted to prepay any amounts due under the Note without penalty or premium. On May 2, 2022, the Company repaid in full all outstanding principal due under the Note in the amount of $ i 19,500 and all interest payable in the amount of $ i 195. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

On March 1, 2022, the Company received a loan of $ i 20,000 from Peter L. Coker, Sr., a shareholder of the Company. To evidence said loan, the Company issued to Mr. Coker a promissory note in the principal amount of $ i 20,000 (in this case, the “Note”), with a maturity date of  i March 1, 2023. Interest on the Note accrued on the principal amount at the rate of six percent ( i 6%) per annum, and was required to be paid on a quarterly basis, in the amount of $300 per quarter, on the following dates: June 1,2022, September 1, 2022, December 1, 2022, and March 1, 2023. The Company was permitted to prepay any amounts due under the Note without penalty or premium. On May 2, 2022, the Company repaid in full all outstanding principal due under the Note in the amount of $ i 20,000 and all interest payable in the amount of $ i 200. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

During the six months ended June 30, 2022, the Company recorded interest expense of $ i 3,157 and repaid $ i 4,353 of interest. During the six months ended June 30, 2021, the Company recorded interest expense of $ i 3,088 and repaid $ i 2,250 of interest.

As of June 30, 2022, and December 31, 2021, the outstanding balances of promissory note – related party and accrued interest were $ i 0 and $ i 0 and $ i 128,750 and $ i 1,196, respectively.

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “we,” “us,” or “our,” are to Med Spa Vacations Inc.

General Overview

We were incorporated in the State of Nevada on October 5, 2015 to develop a business that specialized in marketing health and wellness vacations to both individuals and corporate groups looking to revitalize and develop a fuller day-to-day life. Because we were not able to raise sufficient capital to execute our original business plan, we discontinued that line of business. Our office address is 500 W. 5th Street, Suite 800, PMB #59, Winston Salem, NC 27101.

The Company is a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended. The Company is seeking a business combination with a private entity whose business would present an opportunity for its shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated.

On February 4, 2021, our controlling stockholder Kynson Health Limited, a company incorporated and existing under the law of the British Virgin Islands (“Kynson Health”), closed stock purchase and sale transactions pursuant to which Kynson Health sold an aggregate of 9,985,329 restricted shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, to eleven purchasers at a purchase price of $0.030044 per share, or an aggregate purchase price of $299,998.60 (the “Share Sale Transaction”). The Shares represented approximately 99.8% of the Company’s issued and outstanding shares of common stock as of the date of the closing of the Share Sale Transaction, taking into account the share cancellations further described below.

On February 4, 2021, in connection with, and as a condition to, the consummation of the Share Sale Transaction, eleven shareholders of the Company returned an aggregate of 4,345,000 shares of the Company’s common stock to the Company for cancellation, in consideration for $0.001 per share. Said shares were returned to the Company’s number of authorized and unissued shares of common stock.

We have no revenues and limited cash on hand. We have sustained losses since inception. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Results of Operations

Three Months Ended June 30, 2022, Compared to Three Months Ended June 30, 2021

Our results of operations for the three months ended June 30, 2022 and 2021 are summarized below:

Revenue

During the three months ended June 30, 2022 and 2021, we did not generate any revenues from operations.

Operating Expenses

Operating expenses for the three months ended June 30, 2022, and 2021 were $24,596 and $33,952, respectively. For the three months ended June 30, 2022, operating expenses consisted of professional fees of $20,667, management fees of $3,000, and general and administrative expenses of $929. For the three months ended June 30, 2021, operating expenses consisted of professional fees of $31,081, management fees of $2,000, and general and administrative expenses of $871.

The decrease in operating expenses is primarily the result of a decrease in legal and consulting fees of $10,414, as compared to the corresponding period in the prior year.

Other Expenses

For the three months ended June 30, 2022 and 2021, other expenses consisted of interest on promissory notes of $2,085 and $1,929, respectively, and interest on promissory note – related party of $884 and $0, respectively.

Net Loss

As a result of the foregoing, we incurred a net loss of $27,565 for the three months ended June 30, 2022, compared to a net loss of $35,881 for the three months ended June 30, 2021.

Six Months Ended June 30, 2022, Compared to Six Months Ended June 30, 2021

Our results of operations for the six months ended June 30, 2022 and 2021 are summarized below:

Revenue

During the six months ended June 30, 2022 and 2021, we did not generate any revenues from operations.

Operating Expenses

Operating expenses for the six months ended June 30, 2022 and 2021 were $58,307 and $111,057, respectively. For the six months ended June 30, 2022, operating expenses consisted of professional fees of $50,423, management fees of $6,000, and general and administrative expenses of $1,884. For the six months ended June 30, 2021, operating expenses consisted of professional fees of $106,616, management fees of $3,000, and general and administrative expenses of $1,441.

The decrease in operation expenses is primarily the result of a decrease in legal and consulting fees of $56,193, as compared to the corresponding period in the prior year.

Other Expenses

For the six months ended June 30, 2022 and 2021, other expenses consisted of interest on promissory notes of $2,085 and $3,088, respectively, and interest on promissory note – related party of $3,157 and $0, respectively.

Net Loss

As a result of the foregoing, we incurred a net loss of $63,549 for the six months ended June 30, 2022, compared to a net loss of $114,145 for the six months ended June 30, 2021.

Liquidity and Capital Resources

As of the date of this report, we had yet to generate any revenues from our business operations. 

As of June 30, 2022, we had current assets of $25,856, current liabilities of $217,091, and our working capital deficit was $191,235. The increase in working capital deficit during the six months ended June 30, 2022, compared to six months ended June 30, 2021, was mainly due to an increase in notes payable related to promissory notes issued to a third party of $215,000 and paid off promissory note - related party of $128,750, partially offset by an increase in cash of $23,590. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer draws only a nominal salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no or nominal expense by our shareholders or consultants.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $63,549. In addition, our current liabilities exceed our current assets by $191,235. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Cash Flows

Operating Activities

For the six months ended June 30, 2022, net cash used in operating activities was $62,660, related to our net loss of $63,549, increased by a decrease in accrued interest payable to related party of $1,196 and decreased by an increase in accrued interest payable to third party of $2,085.

For the six months ended June 30, 2021, net cash used in operating activities was $73,780, related to our net loss of $114,145, reduced by an increase in expenses paid by related party of $74,184, and accrued note payable interest of $3,088, and increased by a change in accounts payable and accrued liabilities of $36,907.

During the six months ended June 30, 2022 and 2021, the Company’s sole director and officer paid $0 and $74,184, respectively, on behalf of the Company for business operation purpose.

Investing Activities

The Company did not use any funds for investing activities during the six months ended June 30, 2022 and 2021.

Financing Activities

The Company provided $86,250 and $100,000 in financing activities during the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022, the Company received a loan in the amount of $215,000 and loans from related parties in the aggregate amount of $54,500, and repaid the full outstanding principal notes - related parties of $183,250 and accrued interest payable of $4,353.

During the six months ended June 30, 2021, the Company received a loan in the amount of $150,000 and a loan from related party in the amount of $100,000, and repaid in full all outstanding principal loan of $150,000 and an interest of $2,250.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2022, the Company has reoccurring losses from operations, an accumulated deficit of $596,536 and has earned no revenues. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2022.

The ability of the Company to emerge from the early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted on the effectiveness of our internal control over financial reporting as of June 30, 2022, that occurred during our second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

On June 30, 2022, the Company approved the issuance 50,000 shares of common stock to Irwin Schneidmill, the Company’s President, Secretary and Treasurer, and sole member of the Company’s board of directors, for services. On July 11, 2022, the 50,000 shares of common stock were issued. The issuance of the shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

Other than as previously reported in our Current Reports on Form 8-K, we did not sell any other unregistered securities during the three-month period ended June 30, 2022, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

_______

*Filed herewith

SIGNATURES

Pursuant to the requirements 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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		5/1/23
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		12/31/22
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		11/29/22
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		10/26/22
		9/27/22
		9/1/22
		8/29/22
		7/27/22
Filed on:		7/19/22
		7/18/22
		7/11/22
For Period end:		6/30/22
		6/28/22
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		5/10/22
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		3/31/22		10-Q
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		3/24/22		10-K
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		12/31/21		10-K
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		6/30/21		10-Q,  8-K
		6/18/21
		5/10/21		8-K
		3/31/21		10-Q
		2/4/21		8-K
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		10/5/15
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