UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 1030, 2021

MED SPA VACATIONS INC.

(Exact name of registrant as specified in its charter)

Nevada		333-210922		47-5268172
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

610 Jones Ferry Road, Suite 207Carrboro, NC		27510
500 W. 5th Street Suite 800, PMB #59 Winston Salem, NC		27101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~919~~845) ~~933~~548-~~2720~~ 3280

610 Jones Ferry Road, Suite 207Carrboro, NC 27510(Former name or former address, if changed since last report.) ~~N/A~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐☒

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

Item 1.02 Termination of a Material Definitive Agreement

As part of the restructuring of the management of Med Spa Vacations Inc., a Nevada corporation (the “Company”), as further described below in Item 5.02, the Company and Benzions, LLC, a Delaware limited liability company (“Benzions”), executed a Termination of Consulting Agreement ~~on May 19, 2021 pursuant to which the parties agreed to terminate the Consulting Agreement, dated March 1, 2021, between the parties. The termination is effective immediately.~~

~~The~~On ~~foregoing~~June ~~description~~18, of2021, Med Spa Vacations Inc., a Nevada corporation (the “Company”), and Tyron Capital, LLC, a North Carolina limited liability company (“Tyron”), executed a Termination of Consulting Agreement is(the ~~qualified~~“Termination inof ~~its~~Consulting ~~entirety~~Agreement”), bypursuant ~~reference~~to which the parties agreed to terminate the ~~full~~Consulting ~~text~~Agreement, ofdated ~~such~~February ~~agreement~~5, a2021, ~~copy~~between ofthe ~~which~~parties is(the ~~attached~~“Tryon ~~hereto~~Consulting Agreement”), such termination to be effective as ~~Exhibit~~of 10the close of business on June 30, 2021.1 ~~and~~The ~~incorporated~~parties ~~herein~~also inagreed ~~its~~to ~~entirety~~release byeach ~~reference~~other from any claims relating to the Consulting Agreement.

OnThe ~~May~~foregoing ~~12,~~description ~~2021,~~of the ~~Company~~Termination ~~repaid~~of inConsulting ~~full~~Agreement ~~all~~is ~~outstanding~~qualified ~~indebtness~~in ~~owed~~its ~~pursuant~~entirety toby ~~the~~reference ~~promissory~~to ~~note, dated February 12, 2021 between~~ the ~~Company~~full ~~and~~text ~~Hometown~~of ~~International,~~such ~~Inc. (“Hometown”). Although said note was not due and payable until February 2022~~agreement, ~~the~~a ~~Company~~copy ~~paid Hometown $150,000 plus interest in the amount~~ of ~~$2,250.~~which ~~The~~is ~~Company~~attached ~~did~~hereto ~~not incur any early termination penalties~~ as aExhibit ~~result~~10.1 ofand ~~the~~incorporated ~~repayment~~herein ofin ~~indebtedness~~its ~~and~~entirety ~~termination~~by ~~of the loan~~reference.

~~The~~Termination ~~foregoing description~~ of ~~the~~Lease Hometown note is qualified in its entirety by reference to the full text of such note, a copy of which was filed by the Company with the Securities and Exchange Commission on Current Report on Form 8-K on February 19, 2021.Agreement

~~Item~~On ~~2.03~~June ~~Creation~~18, of2021, the Company and Tyron also executed a ~~Direct~~Termination ~~Financial~~of ~~Obligation~~Lease orAgreement an(the ~~Obligation~~“Termination ~~under~~of anLease ~~Off-Balance~~Agreement”), ~~Sheet~~pursuant ~~Arrangement~~to which the parties agreed to terminate the Lease Agreement, dated February 4, 2021, between the parties, such termination to be effective as of athe ~~Registrant~~close of business on June 30, 2021.

OnThe ~~May~~foregoing ~~10,~~description ~~2021,~~of the ~~Company~~Termination ~~received a loan~~ of ~~$100,000~~Lease ~~from~~Agreement ~~Peter~~is L.qualified ~~Coker,~~in ~~Sr.,~~its aentirety ~~shareholder~~by ofreference ~~the Company. To evidence said loan, the Company issued~~ to ~~Mr. Coker a promissory note in~~ the ~~principal~~full ~~amount~~text of ~~$100,000~~such ~~(the “Note”)~~agreement, ~~with~~ a ~~maturity~~copy ~~date~~ of ~~May~~which 9,is ~~2022.~~attached ~~Interest~~hereto onas ~~the~~Exhibit ~~Note~~10.2 ~~accrues on the principal amount at the rate of six percent (6%) per annum,~~ and ~~shall~~incorporated beherein ~~paid on a quarterly basis,~~ in ~~the~~its ~~amount~~entirety of $1,500 per quarter, on the following dates: August 10, 2021, November 10, 2021, February 10, 2022, and May 10, 2022. The Company may prepay any amounts due under the Note without penalty or premium. The proceeds will be used by ~~the Company to repay the note that was issued to Hometown~~reference.

~~The~~Item ~~foregoing summary of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 4~~9.101 toFinancial ~~this~~Statements ~~report~~ and ~~incorporated herein by reference.~~Exhibits

~~Item~~(d) ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

On May 21, 2021, John D. Rollo, the President, Treasurer and Secretary and the sole member of the Company’s board of directors (the “Board”), resigned from all positions he held with the Company. To the knowledge of the Company, Mr. Rollo’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Rollo’s resignation, he relinquished his roles as the Company’s “Principal Executive Officer” and “Principal Financial and Accounting Officer” for Securities and Exchange Commission reporting purposes.

Exhibit No.		Description

10.1		Termination of Consulting Agreement, effective as of June 30, 2021, by and between the Company and Tryon Capital, LLC

10.2		Termination of Lease Agreement, effective as of June 30, 2021, by and between the Compnay and Tyron Capital, LLC

Effective immediately upon Mr. Rollo’s resignation, Irwin Schneidmill was appointed as the Company’s President, Secretary and Treasurer, and as the sole member of the Company’s board of the directors. In connection with his appointments, Mr. Schneidmill was designated as the “Principal Executive Officer” and “Principal Financial and Accounting Officer” of the Company for SEC reporting purposes. There is no employment contract between the Company and Mr. Schneidmill and in consideration for his services, the Company will pay Mr. Schneidmill $1,000 per month.SIGNATURES

~~Mr.~~Pursuant ~~Schneidmill,~~to ~~age~~the ~~67,~~requirements ~~has over 40 years~~ of ~~experience as a certified public accountant and an entrepreneur. Since August 2016, Mr. Schneidmill has served as~~ the ~~Executive~~Securities ~~Vice-President~~Exchange ~~and~~Act ~~General Manager~~ of ~~LJM Group~~1934, ~~a logistics consulting services company. From June 1993 until~~ the ~~present,~~registrant ~~Mr. Schneidmill~~ has ~~also~~duly ~~served~~caused asthis ~~the~~Report ~~President of Economic Solutions, Inc., a business consulting company. Prior~~ to ~~his~~be ~~employment~~signed ~~with~~on ~~LJM~~its ~~Group,~~behalf ~~Inc.~~by ~~and Economic Solutions, Inc., Mr. Schneidmill was~~ the ~~President~~undersigned ofhereunto ~~Independent~~duly ~~Living Aids, a health and wellness company, specializing in products for those with low-vision, low-hearing, and low-mobility from May 2008 to December 2013~~authorized. Mr. Schneidmill has served as a Member of the board of directors for Angstrom Technologies, Inc., a public company, which is engaged in the development, manufacture, and sale of electro-optical control systems, consisting of an ultraviolet optical scanner and invisible fluorescent chemical compounds since October 2006. Mr. Schneidmill holds a BBA in accounting from Baruch College.

The Company’s Board believes Mr. Schneidmill’s extensive knowledge and background with regard to management, along with his leadership skills and entrepreneurial spirit, will aid the Company to succeed going forward.

July 7, 2021	MED SPA VACATIONS INC.

	By:	/s/ Irwin Schneidmill
		NIrwin Schneidmill
		President

Except as otherwise set forth herein, there are no arrangements or understandings between Mr. Schneidmill and any other person pursuant to which he was appointed as a director of the Company. Further, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Schneidmill had, or will have, a direct or indirect material interest.3

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Promissory Note, dated May 10, 2021, issued by Med Spa Vacations Inc. to Peter L. Coker, Sr, in the principal amount of $100,000.
10.1		Termination of the Consulting Agreement, dated May 19, 2021, by and between Med Spa Vacations Inc. and Benzions LLC.

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 hereunto duly authorized.

May 27, 2021	MED SPA VACATIONS INC.
	By:	/s/ Irwin Schneidmill
		Irwin Schneidmill
		President

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