UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2016

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission file number: 333-180954

Joey New York Inc.

(Exact name of small business issuer as specified in its charter)

Nevada		68-0682410
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Trump Tower I, 16001 Collins Ave. #3202,

Sunny Isles Beach, FL 33160

(Address of principal executive offices)

(305) 948-9998

(Registrants telephone number, including area code)

_____________________________________________________________

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company; as defined within Rule 12b-2 of the Exchange Act.

☐

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

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

The number of shares outstanding of each of the issuer's classes of common equity as of January ~~October 23~~16, ~~2016~~2017 was 27 28,~~862~~295,~~019~~352 shares of common stock.

Contents

Part 1	FINANCIAL INFORMATION
Item 1	Consolidated Financial Statements (unaudited)
	Consolidated Balance Sheets at August 31, 2016 and February 29, 2016 (unaudited)	4
	Consolidated Balance Sheets at November 30, 2016 and February 29, 2016 (unaudited)	4
	Consolidated Statements of Operations for the three and six month periods ending August 31, 2016 and 2015 (unaudited)	5
	Consolidated Statements of Operations for the three and nine month periods ending November 30, 2016 and 2015 (unaudited)	5
	Consolidated Statements of Cash Flows for the three month periods ending August 31, 2016 and 2015 (unaudited)	6
	Consolidated Statements of Cash Flows for the nine month periods ending November 30, 2016 and 2015 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 4.	Controls and Procedures	1415
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	1516
Item 1A	Risk Factors	1516
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1516
Item 3	Defaults Upon Senior Securities	1516
Item 4	Mine Safety Disclosures	1516
Item 5	Other Information	1516
Item 6	Exhibits	1517
	SIGNATURES	1718

- 2 -

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Joey New York, Inc.

~~Financial~~Consolidated ~~Statements~~Balance Sheets

For the ~~Three~~periods ~~and~~ended ~~Six~~November ~~Months Ended August 31~~30, 2016 and 2015

(Unaudited)

	Page
Financial Statements (Unaudited):
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Cash Flows	6
Notes to Audited Consolidated Financial Statements	7

- 3 -

Joey New York, Inc.

Consolidated Balance Sheets

AsFor ofthe ~~August~~periods 31ended November 30, 2016 and 2015

(Unaudited)

	August 31, 2016			February 29, 2016
	November 30, 2016			February 29, 2016
Assets
Current assets
Cash and cash equivalents	$	1812,~~929~~086		$	7,903
Accounts receivable, net		275			132
Inventory		75157,~~690~~346			43,326
Total current assets		94169,~~894~~707			51,361
Goodwill		75180,~~588~~150			-
Property and equipment, net		2119,~~178~~711			3,457
Total assets	$	~~191~~369,~~660~~568		$	54,818
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	~~321~~573,~~953~~802		$	156,975
Accrued liabilities		~~508~~549,~~142~~533			424,135
Shareholder advances – related party		628,~~570~~579			612,737
Notes payable – related party		3,000,000			3,000,000
Total current liabilities		4,~~458~~751,~~665~~914			4,193,847
Total liabilities		4,~~458~~751,~~665~~914			4,193,847
Commitments and Contingencies
Stockholder's deficit
Preferred stock, 100,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.001 par value; 500,000,000 shares authorized; 28,045,352 and 350,676 shares issued and outstanding		28,045			351
Common stock, $0.001 par value; 500,000,000 shares authorized; 27,862,019 and 351,926 shares issued and outstanding		27,862			352
Additional paid in capital		(2,471,369	)		(2,740,863	)
Additional paid in capital		(2,625,711	)		(2,740,864	)
Equity attributable to non-controlling interest		(54,101	)
Stock subscription receivable		(1,000	)		-
Accumulated deficit		(11883,~~668,156~~921	)		(1,398,517	)
Total stockholder's deficit		(4,~~267~~382,~~005~~346	)		(4,139,029	)
Total liabilities and stockholder's deficit	$	191,660		$	54,818
Total liabilities and stockholder's equity	$	369,568		$	54,818
The Accompanying Notes are an Integral Part of These Financial Statements

The accompanying notes are an integral part of these financial statements

- 4 -

Joey New York, Inc.

Consolidated Statements of Operations

For the periods ended ~~August~~November 3130, 2016 and 2015

(Unaudited)

	Three Months Ended August 31,						Six Months Ended August 31,
	Three Months Ended November 30,						Nine Months Ended November 30,
	2016			2015 (Restated)			2016			2015 (Restated)
Revenues	$	45178,~~570~~181		$	~~17,306~~305		$	45223,~~713~~894		$	54,~~291~~596
Cost of sales		165,~~931~~912			~~19,377~~227			167,~~973~~885			42,~~662~~888
Gross margin		43112,~~639~~269			~~(2,071~~78	)		43156,~~740~~008			11,~~629~~707
Operating expenses		~~178~~352,~~578~~327			1862,~~165~~898			~~223~~559,~~059~~500			86149,~~217~~115
Loss from operations		(~~134~~240,~~938~~058	)		(2062,~~236~~820	)		(~~179~~403,~~320~~492	)		(74137,~~587~~408	)
Other (expense)
Interest expense		(4645,~~206~~694	)		(4443,~~227~~421	)		(90136,~~319~~013	)		(88132,~~841~~261	)
Loss before income taxes		(181,144	)		(64,463	)		(269,639	)		(163,428	)
Loss before non-controlling interest		(285,752	)		(106,240	)		(539,505	)		(269,669	)
Provision (benefit) for income taxes		-			-			-			-
Non-controlling interest		(54,101	)		-			(54,101	)		-
Net loss	$	(181,144	)	$	(64,463	)	$	(269,639	)	$	(163,428	)
Net loss attributable to Joey New York shareholders	$	(231,651	)	$	(106,240	)	$	(485,404	)	$	(269,669	)
Basic and diluted loss per share	$	(0.0301	)	$	(0.1830.	)	$	(0.0719	)	$	(0.4777	)
Weighted average shares outstanding		628,~~997~~295,~~796~~352			350,~~471~~676			328,~~678~~045,~~556~~352			~~349~~350,~~948~~264
The Accompanying Notes are an Integral Part of These Financial Statements

The accompanying notes are an integral part of these financial statements

- 5 -

Joey New York, Inc.

Consolidated Statements of Cash Flows

For the ~~six~~Nine ~~months~~Months ended ~~August~~November 3130, 2016 and 2015

(Unaudited)

	2016			2015 (Restated)
				2015
	2016			(Restated)
Cash flows from operating activities
Net loss	$	(269,639	)	$	(163,428	)
Net loss attributable to shareholders of Joey New York	$	(485,404	)	$	(269,669	)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		674			327
Non-controlling interest		(54,101	)		-
Depreciation and amortization		3,856			491
Changes in operating assets and liabilities:
Accounts receivable		(143	)		~~(22,276~~531	)
Inventory		(32114,~~364~~020	)		931,~~856~~249
Accounts payable		~~164~~416,~~978~~827			92144,~~390~~244
Accrued expenses		~~158~~125,~~007~~398			-
Net cash provided by (used in) operating activities		21,513			(83,130	)
		(107,587	)		(93,153	)
Net cash used in operating activities
Cash flows from investing activities
Purchases of property and equipment		(1820,~~395~~110	)		(1,219	)
Net cash used in investing activities		(18,395	)		(1,219	)
		(20,110	)		(1,219	)
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the sale of common stock		-116,038			50,005
Proceeds from related party advances		715,~~908~~842			3039,~~681~~499
Net cash from financing activities		7,908			80,686
		131,880			89,504
Net change in cash and cash equivalents		11,026			(3,663	)
Net cash from financing activities
Cash and cash equivalents, beginning of period		7,903			5,063
Net change in cash and cash equivalents		4,183			(4,868	)
Cash and cash equivalents, end of period	$	18,929		$	1,400
Cash and cash equivalents, beginning of period		7,903		$	5,063
	$	12,086			195
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash investing activities
Common shares and warrants issued for acquisition of subsidiary	$	180,150		$	-
Common shares issued for acquisition of subsidiary	$	75,588		$	-
The Accompanying Notes are an Integral Part of These Financial Statements
Non-cash financing activities
Accrued expenses waived for common shares	$	74,000

The accompanying notes are an integral part of these financial statements

- 6 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 1. - NATURE OF BUSINESS

ORGANIZATION

Joey New York, Inc. ("the Company") was incorporated under the laws of the State of Nevada on December 22, 2011. Effective August 27, 2013, the Board of Directors approved a name change to Joey New York, Inc. On May 12, 2014, the Company merged with a Florida limited liability company, RAR Beauty, LLC, which distributes natural skin care and beauty products on the wholesale and retail levels and operates under the name of Joey New York and with Pronto Corp a registered company. The Company accounted for the acquisition as a reverse merger whereby, the operations of RAR Beauty, LLC is the continuing entity for financial reporting purposes and the former members of RAR Beauty, LLC owning approximately 75% of the Company. ~~On May 12, 2014, RAR Beauty, LLC became a wholly owned subsidiary of the Company.~~

OnThe ~~February 26, 2016 Joey New York, Inc. ("JOEY" or the "~~Company") ~~entered~~doing ~~into~~business anunder ~~Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being~~ the ~~surviving entity but with a~~ name ~~change to~~ Joey New York, ~~Inc.. As~~distributes ~~part~~natural ofskin ~~that~~care ~~merger, each 200 shares of our common stock were exchanged for one share in the surviving company. The officers~~ and ~~directors~~beauty ofproducts ~~JOEY remain the officers and directors subsequent to the merger. The reverse exchange ratio of 1 share for 200 shares became effective~~ on ~~August~~wholesale ~~1, 2016 on the stock market upon review by~~ and ~~approval~~retail ~~by the Financial Industry Regulatory Authority ("FINRA")~~levels.

~~The~~On ~~Company~~August ~~through~~11, ~~its~~2016, ~~wholly~~the ~~owned~~Company ~~subsidiary,~~entered ~~RAR~~a ~~Beauty,~~purchase ~~LLC~~agreement ~~doing~~for ~~business~~the ~~under~~acquisition of 100% of the ~~name~~common ~~Joey~~stock ~~New~~of ~~York~~Reflex Productions, ~~distributes~~Inc. ~~natural~~(Reflex) ~~skin~~Reflex ~~care~~provides ~~and~~clinical ~~beauty~~cosmetic ~~products~~procedures onincluding ~~wholesale~~Botox injections and ~~retail~~other ~~levels~~cosmetic procedures.

The financial statements include the consolidated accounts of Joey New York and Reflex.

The Company's headquarters is based in Sunny Isles Beach, Florida. The Company seeks to increase market share and introduce its product line through multiple channel markets. The Company faces competition from nationally recognized firms that may have greater resources of personnel, capitalization, and reputation. The Company has therefore concentrated its efforts on product quality and performance.

Joey New York product lines include skin care treatments and beauty enhancements that are health conscious, effective and affordable. In keeping with our beauty mission, we have utilized the water from tender young green coconuts, blended with Indian ginseng extract, into our new fast-acting QUICK RESULTS skincare collection.

NOTE 2. - BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine month ~~period~~periods ended ~~August~~November 3130, 2016, are not necessarily indicative of the results that may be expected for the year ending February 29, ~~2016~~2017. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016, as filed with the Securities and Exchange Commission ("SEC") on June 2, 2016.

The preparation of financial statements in conformity with 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates.

- 7 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 3. - SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATIONS POLICY

These financial statements include the consolidated accounts of Joey New York and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. general accepted accounting principles 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, "Earnings Per Share." The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at ~~August~~November 3130, 2016 and ~~August 31,~~ 2015. Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of August 31, 2016, the Company had no dilutive potential common shares.

COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of ~~August~~November 3130, 2016.

RECENTLY ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB (Accounting Standards Update, including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.

- 8 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 4. - GOING CONCERN

The accompanying consolidated 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. For the ~~six~~nine months ended ~~August~~November 3130, 2016 the Company has incurred a loss from operations of $~~269~~539,~~639~~505. The Company has a history of losses resulting in an accumulated deficit of $1,~~668~~883,~~156~~921 as of ~~August~~November 3130, 2016. The Company has negative working capital, in the amount of $(4,~~267~~582,~~005)~~207, as of ~~August~~November 3130, 2016. The Company intends to fund operations and continuing product development through debt and equity financing arrangements, which efforts may be insufficient to fund its capital expenditures, working capital and other cash requirements. The Company cannot be certain that it will be successful in its efforts to attain such capital or that the terms of capital will be at acceptable terms.

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

NOTE 5. - PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues. As of ~~August~~November 3130, 2016 and February 29, 2016:

	August 31, 2016		February 29, 2016
	November 30, 2016		February 29, 2016
Property and equipment	$	2930,~~250~~568	$	10,459
Less accumulated depreciation		810,~~072~~858		7,002
Property and equipment, net	$	2119,~~178~~711	$	3,457

Depreciation for the ~~six~~nine months ending ~~August~~November 3130, 2016 and ~~August 31,~~ 2015 was $~~674~~3,856 and $~~327~~491, respectively.

NOTE 6. - RELATED PARTY TRANSACTIONS

The Company's management has advanced funds and has made payments on behalf of the Company for ~~the purpose of~~ meeting obligations. These accumulated advances have been formalized by demand notes payable and accrue interest at 2.6%. The Company is indebted to its two majority shareholders for an aggregate amount of $628,~~570~~579 and $612,~~738~~737, as of ~~August~~November 3130, 2016 and February 29, 2016, respectively.

Amounts advanced during the ~~six~~nine month periods ended ~~August~~November 3130, 2016 and 2015 amounted to $1815,~~633~~842 and $3039,~~681~~499, respectively.

~~Effective~~NOTE ~~August~~7 ~~11,~~- ~~2016~~RELATED ~~Joey~~PARTY ~~New~~NOTES ~~York, Inc. acquired Reflex Productions, Inc. from principals of the Joey New York in consideration for the issuance of 25,000,000 shares of common stock. See Note 9 for more details.~~PAYABLE

On May 12, 2014, in accordance with the acquisition agreement, the Company issued promissory notes payable, amounting $3,000,000 to its two majority shareholders. The terms of the notes (2, each at $1,500,000) are at a stated interest rate of 5% and mature on May 12, 2016.

On May 12, 2016, the promissory notes were renewed and are at a stated interest rate of 5% and mature on May 12, 2017.

NOTE 8 - EQUITY

The Company is authorized to issue 500,000,000 shares of $0.001 par value common stock.

On February 26, 2016 Joey New York, Inc. ("JOEY" or the "Company") entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc.. As part of that merger, each 200 shares of our common stock were exchanged for one share in the surviving company. The officers and directors of JOEY remain the officers and directors subsequent to the merger. The reverse exchange ratio of 1 share for 200 shares became effective on August 1, 2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA").

During the three months ended August 31, 2016, the company issued 25,500,000 shares of common stock, 25,000,000 of which were issued in order to acquire a 100% interest in The LABB, LLC. (see note 9).

- 9 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

~~NOTE~~In 7connection with the acquisition mentioned above, the Company also issued 42,000,000 warrants, each valued at $.009. ~~LONG~~These warrants were valued using a Black-~~TERM~~Scholes ~~DEBT~~model, with the following inputs:

Description	Input
Stock price	$	0.01
Exercise price	$	0.01
Term	10 years
Discount rate		2.28	%
Volatility		100	%

OnThe ~~May~~stock ~~12,~~price ~~2016,~~of ~~the~~$0.01 ~~promissory~~was ~~notes~~used ~~were~~because ~~renewed~~with ~~and~~no ~~are~~active atmarket afor ~~stated~~the ~~interest~~Company's ~~rate~~stock, ofthe 5%best ~~and~~evidence ~~mature~~for its value on ~~May~~the ~~12,~~grant ~~2017~~date was the exercise price of the warrants.

~~NOTE~~On 8October 4, 2016, the Company issued 100,000 restricted shares to an investor for $30,000 cash. ~~EQUITY~~

~~The~~On ~~Company~~October is14, ~~authorized~~2016, tothe ~~issue~~Company ~~500~~issued 33,~~000,000~~333 restricted shares ofto ~~$0.001~~an ~~par~~investor ~~value~~for ~~common stock and 100~~$10,000~~,000~~ ~~shares of preferred stock~~cash.

On ~~February~~October 2617, 2016, the Company ~~entered~~issued ~~into an Agreement and Plan of Merger with its wholly-owned subsidiary~~50,000 ~~Joey~~restricted ~~Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc.. As part of that merger, each 200~~ shares ~~of our common stock were exchanged for one share in the surviving company. The officers and directors of JOEY remain the officers and directors subsequent~~ to ~~the~~an ~~merger. The~~investor ~~reverse exchange ratio of 1 share~~ for ~~200 shares will became effective on August 1~~$15,000 ~~2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA")~~cash. ~~All share information in this report is presented on a post-exchange basis.~~

~~During~~NOTE ~~the~~9 ~~three~~- ~~months~~ACQUISITION ~~ended~~OF ~~August~~REFLEX 31PRODUCTIONS, ~~2016, the Company issued 27,500,093 shares of common stock, 25,000,000 of which were issued in order to acquire a 100% interest in Reflex Productions, Inc~~INC. ~~2,500,000 shares were issued upon conversion of debt to an accredited investor.~~

InOn ~~connection~~August ~~with~~11, ~~the acquisition mentioned above~~2016, the Company ~~also~~entered ~~issued~~a ~~42,000,000~~purchase ~~warrants.~~agreement ~~Both~~for the ~~warrants~~acquisition ~~and~~of ~~the 25,000,000 shares issued to the investor were discounted by~~ 100% of the ~~standard~~common ~~valuation~~stock ~~methodology~~of asReflex ~~the~~Productions, ~~Company~~Inc. ~~recently~~(Reflex) ~~experienced~~At ~~a 100 to 1 stock split and~~ the ~~market had not had sufficient~~ time ~~to adjust to the post-split value~~ of the ~~additional~~acquisition, ~~shares~~Reflex ~~issued.~~owned ~~See Note 9 below. See See Note as the Company recently experienced~~ a ~~100~~fifty-one topercent 1interest ~~stock~~in ~~split and~~ the ~~market~~LABB, ~~had~~Inc.(LABB). ~~not~~LABB ~~had~~provides ~~sufficient~~clinical ~~time~~cosmetic toprocedures ~~adjust~~including toBotox ~~the~~injections ~~post-split~~and ~~value~~other ofcosmetic ~~the additional shares issued~~procedures.

In exchange for the common stock of Reflex the Company issued 25,000,000 restricted shares of its common stock and 42,000,000 warrants to the owners of Reflex. A business combination accounted for as an acquisition is generally required to be valued at whichever value is more readily determinable, the value of the consideration received or the value of the net assets acquired. At the date of acquisition Joey New York shares were very thinly traded and due to the proximity of the reverse stock split, prices quoted on national exchanges had not properly taken the impact of the reverse split into consideration. We concluded that the value of the shares and warrants issued in exchange for the assets was not readily determinable as of that date. Likewise, Reflex was a startup entity and although it has significant operations from inception, the determination was made that general and administrative expenses, as well as marketing and business development expense could not adequately be projected. Accordingly, the value of the entity was determined to be zero and the acquisition was recorded and its net asset value as described below.

The entirety of the value of the equity instruments issued was recorded as goodwill. Net assets acquired in the acquisition consisted of the following:

Description	Amount
Cash	$	8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(209,498	)
Net assets acquired	$	(180,150	)

- 10 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 9: ACQUISITION OF THE REFLEX PRODUCTIONS, INC.

On August 11, 2016, the Company entered into a purchase agreement for the acquisition of 100% of the common stock of Reflex Productions, Inc. (Reflex) Reflex provides clinical cosmetic procedures including Botox injections and other cosmetic procedures.

In exchange for the common stock of Reflex the Company issued 25,000,000 restricted shares of its common stock and 42,000,000 warrants to the owners of Reflex. The entirety of the value of the equity instruments issued was recorded as goodwill. Net assets acquired in the acquisition consisted of the following:

Description	Amount
Cash	$	8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(104,936	)
Net assets acquired (liabilities assumed)		(75,588	)
Value of shares issued		-
Goodwill recorded on acquisition	$	(75,588	)

The Company has used an estimate of the shares and warrants issued for the ownership interest in Reflex as consideration for the acquisition. We do not feel as though there are significant enough operations to determine a fair value of the entity and management's assumptions as to projected revenue and costs have not been born out in initial operations.

Additionally, the shares and warrants issued have been discounted by approximately 100% of the standard valuation methodology as the Company recently experienced a 100 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued.

Reflex accounts are consolidated in these financial statements, in accordance with generally accepted accounting principles. Operations of Reflex have been consolidated from the date of acquisition or August 11, 2016.

NOTE 10 – SEGMENT DISCLOSURES

Management evaluates operations in terms of three separate segments, sales of cosmetics, medical procedures and general corporate overhead. Medical procedures are further segmented by geographical location although for the three and nine-month periods ended November 30, 2016 there was only one significant location through which medical facilities were provided.

Prior to the acquisition of the LABB or August 11, 2016 there was only one operating segment.

Revenue, cost of revenue and general and administrative expenses for the three month period ended November 30, 2016 are detailed as follows:

Description	LABB			RAR			Total
Revenue	$	178,818		$	-		$	178,181
Cost of revenue		65,011			901			65,912
General and administrative expenses		226,974			125,354			352,327
Interest expense		-			45,694			45,694
Net loss	$	(113,804	)	$	(171,949	)	$	(285,752	)

Revenue, cost of revenue and general and administrative expenses for the nine-month month period ended November 30, 2016 are detailed as follows:

Description	LABB			RAR			Total
Revenue	$	223,751		$	143		$	223,894
Cost of revenue		66,919			967			67,885
General and administrative expenses		267,242			292,259			559,500
Interest expense		-			136,013			136,013
Net loss	$	(110,410	)	$	(429,095	)	$	(539,505	)

Assets, liabilities and equity accounts by segment as of November 30, 2016 are detailed as follows:

Description	LABB			RAR			Total
Asset	$	141,407		$	194,845		$	265,006
Liability		323,289			4,509,581			4,657,062
Equity	$	(181,882	)	$	(4,314,736	)	$	(4,392,056	)

Operations of LABB which are the medical procedures segment included for the period from acquisition to November 30, 2016 include revenue of $223,751, cost of sales of $66,919 and operating expenses of $267,242.

- 11 -

Joey New York, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

~~August~~Total 31operations of LABB for the period from inception to November 30, 2016 amounted to revenues of $343,865, cost of sales of $126,080 and operating expenses of $430,582. Of these amounts, revenue of $120,114 and cost of goods sold of $59,161 have been excluded from the statement of operations as they were incurred prior to the date of acquisition.

~~(Unaudited)~~NOTE 10 - COMMITMENTS AND CONTINGENCIES

NOTE 10. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Related Party

The controlling members have pledged support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon the continued support of these parties in the immediate future, in order to meet its current obligations, until such time that revenues are generated to meet all current obligations or until such time that adequate capital is raised for its growth plans.

The Company has limited needs for office administration and does not own or lease property or lease office space. The office space used by the Company was arranged by the officers and directors of the Company to use at no charge.

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Legal and other matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 11. - SUBSEQUENT EVENTS

~~Effective~~Management ~~October~~has ~~11,~~evaluated ~~2016~~subsequent ~~the~~events ~~Company~~ through ~~its~~the ~~wholly-owned~~date ~~subsidiary~~of ~~Reflex~~filing ~~Productions,~~the ~~Inc.~~consolidated ~~entered~~financial ~~into~~statements awith ~~Limited~~the ~~Liability~~Securities ~~Company~~and ~~Agreement~~Exchange ~~with~~Commission, ~~Smith~~the &date ~~Popov,~~the ~~LLC~~consolidated ~~for~~financial ~~the~~statements ~~formation~~were ofavailable ~~4BG~~to ~~Beauty~~be ~~LLC~~issued. ~~Reflex~~Management ~~has~~is anot ~~51%~~aware ~~interest~~of inany ~~this~~significant ~~joint~~events ~~venture~~that ~~limited~~occurred ~~liability~~subsequent ~~company. The~~to ~~intention~~the ofbalance ~~this~~sheet ~~venture~~date isthat towould ~~operate~~have a material effect on the ~~Company's~~consolidated ~~LABB~~financial ~~operations.~~statements thereby requiring adjustment or disclosure, other than those noted below:

~~Management~~On ~~has~~December ~~evaluated~~23, ~~subsequent events through the date of filing the consolidated financial statements with the Securities and Exchange Commission~~2016, the ~~date~~Company ~~the consolidated financial statements were available to be~~ issued~~. Management~~ is83,333 ~~not~~restricted ~~aware~~shares ~~of any significant events that occurred subsequent~~ to ~~the~~an ~~balance~~investor ~~sheet~~for ~~date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure~~$10,000 ~~other than as disclosed above~~cash.

On ~~August~~December 1128, 2016, the Company ~~entered~~issued ~~into~~166,667 arestricted ~~purchase~~shares ~~agreement~~to ~~for~~an ~~the~~investor ~~acquisition~~for ~~of 100% of the common stock of Reflex Productions~~$50,000 ~~Inc~~cash. ~~(Reflex) Reflex provides clinical cosmetic procedures including Botox injections and other cosmetic procedures.~~

In- ~~exchange~~13 ~~for the common stock of Reflex the Company issued 25,000,000 restricted shares of its common stock and 42,000,000 warrants to the owners of Reflex.~~-

- 12 -

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

Joey New York, Inc. was incorporated under the laws of the State of Nevada as Pronto Corp. on December 22, 2011. Our registration statement has been filed with the Securities and Exchange Commission on April 26, 2012 and was declared effective on August 27, 2012. ~~The~~Effective ~~Company~~August ~~completed~~27, 2013, the ~~acquisition~~Board of anDirectors ~~entity,~~approved ~~RAR~~a ~~Beauty,~~name ~~LLC~~change onto Joey New York, Inc. On May 12, 2014, ~~and~~the ~~currently~~Company ~~operates~~merged aswith a ~~distributor~~Florida oflimited liability company, RAR Beauty, LLC, which distributes natural skin care and beauty products on the wholesale and retail levels and operates under the name of Joey New York and with Pronto Corp a registered company. The Company accounted for the acquisition as a reverse merger whereby, the operations of RAR Beauty, LLC is the continuing entity for financial reporting purposes and the former members of RAR Beauty, LLC own approximately 75% of the Company.

On August 11, 2016, the Company entered a purchase agreement for the acquisition of 100% of the common stock of Reflex Productions, Inc. (Reflex) Reflex provides clinical cosmetic procedures including Botox injections and other cosmetic procedures.

Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated financial statements, which are included elsewhere in this Form 10-Q (the "Report"). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, on our Annual Report on Form 10-K and on our filings of Form 8-K with the Securities and Exchange Commission. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

RESULTS OF OPERATION

~~Six~~Nine months ~~ending~~ended ~~August~~November 3130, 2016 ~~and~~& ~~August 31,~~ 2015:

Revenues were $45223,~~713~~894 and $54,~~291~~596 for the ~~six~~nine ~~months~~month periods ending ~~August~~November 3130, 2016 and ~~August 31,~~ 2015, respectively. Our gross profit was 43$156,~~740~~008 and $11,~~629~~707 for the ~~six~~nine months ~~ending~~ended ~~August~~November 3130, 2016 and 2015, respectively. Fluctuations in our profit margins will be due to product mix and minor increases in our product costs. The cost of goods sold for this period only include the results for Reflect Productions, Inc. form the date of acquisition (August 11, 2016) to August 31, 2016. Vendor rebates totaling $18,900 were received during this period resulting in a very low cost of goods sold.

During the ~~six~~nine ~~months~~month periods ended ~~August~~November 3130, 2016, we incurred $~~223~~695,~~059~~513 in operating expenses compared to $86149,~~217~~115 for the ~~six~~nine-month ~~months~~period ended ~~August~~November 3130, 2015. The increase primarily results from increased marketing expenses related to the opening of our new clinic.

Three months ending ~~August~~November 3130, 2016 and ~~August 31,~~ 2015:

Revenues were $45178,~~570~~181 and $~~17,306~~305 for the three months ~~ending~~ended ~~August~~November 3130, 2016 and 2015, respectively. The increase in sales was primarily due to clinic operations as a result of the acquisition of August 11, 2016. Our gross profit was $43112,~~639~~269 and $~~(2,071)~~78 for the three-month ~~months~~periods ~~ending~~ended ~~August~~November 3130, 2016 and 2015, respectively. The increase resulted from clinic operations from August 11, 2016 as noted earlier.

~~During~~- ~~the~~14 three months ended August 31, 2016, we incurred $178,578 in operating expenses compared to $18,165 for the three months ended August 31, 2015. The increase was primarily due to increased marketing expense related to the clinic operations and professional fees.-

During the three months ended November 30, 2016, we incurred $352,327 in operating expenses compared to $62,898 for the three months ended November 30, 2015. The increase was primarily due to increased marketing expense related to the clinic operations and professional fees.

Although operations of the cosmetics line of business is currently limited, the Company's plans are to maintain this line of business and increase operations in the future and therefor those operations have not been discontinued.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~August~~November 3130, 2016, our current assets were $94169,~~894~~707, of which $1812,~~929~~086 was in cash. We do not believe that we have sufficient cash to meet our current obligations for the near term and will require additional advances from our majority shareholders or through traditional financial institutions or capital through the sale of our common stock. As of ~~August~~November 3130, 2016, our working capital deficit was $4,~~267~~382,~~005~~207.

- 13 -

Cash Flows

We have not ~~generally~~ generated positive cash flows from operating activities. For the ~~six~~three months ended ~~August~~November 3130, 2016, net cash flows ~~provided~~used byin operating activities was $21107,~~513~~587, aswhich ~~compared~~was ~~with~~financed ~~net~~by ~~cash~~proceeds ~~flows~~from ~~used~~shareholder inadvances ~~operating activities~~ of ($8315,~~130)~~842 inand ~~the~~proceeds ~~six~~from ~~months~~the ~~ended~~sale ~~August~~of ~~31,~~common ~~2015.~~stock ~~The increase in 2016 was attributable largely to noncash settlement~~ of ~~accrued expenses~~$116,038.

We also used cash for financing activities of $20,110 for the nine-month period ended November 30, 2016 compared to $1,219 for the comparable period of the prior year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on that evaluation, the Company's Chief Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act reports is (1) recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The ineffective control over financial reporting resulted from a general lack of resources directed to our accounting and financial reporting functions and a lack of internal proficiency on matters of financial reporting. We are addressing this issue by entering into a contract with a competent outside contractor to outsource all of these functions and dedicating a significant amount of resources to enter into that agreement.

Changes in Internal Control over Financial Reporting

We have not made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

- 1415 -

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

We are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

Item 1A – Risk Factors

Not required for Smaller Reporting Companies.

Item 2 - – Unregistered Sales of Equity Securities and Use of Proceeds

~~Effective August 1, 2016 the Company issued 25,000,000 shares of its common stock in consideration for the acquisition of Reflex Productions, Inc.~~None

OnItem ~~August~~3 ~~12,~~– ~~2016~~Defaults ~~the~~Upon ~~Company~~Senior ~~issued 2,500,000 shares of its common stock upon conversion of the Company's note dated May 12, 2014.~~Securities

Item 3 - Defaults Upon Senior Securities

No disclosure required.

Item 4 – Mine Safety ~~Disclosures~~Disclosure

No disclosure required.

Item 5 -– Other Information

No disclosure required.

- 1516 -

Item 6. EXHIBITS

Exhibits:

Number	Description

31.1	Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

31.2	Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

32.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101. DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

- 1617 -

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.

	Joey New York, Inc.
Date: October 24, 2016	By:	/s/ Joey Chancis
Date: January 17, 2017	By:	/s/ Joey Chancis
		Joey Chancis, CEO
		Principal Executive Officer
Date: October 24, 2016	By:	/s/ Richard Roer
Date: January 17, 2017	By:	/s/ Richard Roer
		Richard Roer, President
		Principal Financial Officer

- 1718 -

Filing Compare · JOEY NEW YORK, INC.