UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: March 31, 2022
	For the fiscal year ended: June 30, 2022
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________
	For the transition period from _______________ to _______________

Commission file number: 333-210922

MED SPA VACATIONS INC.

(Exact name of registrant as specified in its charter)

Nevada

47-5268172

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

500 W. 5th Street, Suite 800, PMB #59~~, Winston Salem, NC 27101~~

Winston Salem, NC 27101

(Address of principal executive offices)

(845) 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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

(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). Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~filer~~Filer ☒ Smaller reporting company ☒ Emerging growth company ☐

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 ☒ No ☐~~

AsYes of☒ ~~April~~No ~~27, 2022, there were 10,005,000 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding.~~☐

As of July 19, 2022, there were 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 ~~MARCH~~JUNE 3130, 2022

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	F-2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	67
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Defaults Upon Senior Securities	78
Item 4.	Mine Safety Disclosures	78
Item 5.	Other Information	78
Item 6.	Exhibits	89
	SIGNATURES	910

Table of Contents

MED SPA VACATIONS, INC.

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MARCH~~JUNE 3130, 2022

		Page

Unaudited Balance Sheets		F-2

Unaudited Statements of Operations		F-3

Unaudited Statements of Stockholders’ Deficit		F-4

Unaudited Statements of Cash Flows		F-5

Notes to the Unaudited Financial Statements		F-6

F-1

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MED SPA VACATIONS INC.

Balance Sheets

(Unaudited)

	March 31,			December 31,
	June 30,			December 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	525,~~899~~856		$	2,266
Total Current Assets		525,~~899~~856			2,266
Total Assets	$	525,~~899~~856		$	2,266
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	6		$	6
Accounts payable and accrued liabilities	$	2,091		$	6
Accrued interest - related party		~~1,313~~-			1,196
Note payable - related party		~~168,250~~-			128,750
Total Current Liabilities		169,569			129,952
Note payable		215,000			-
Total Liabilities		169,569			129,952
Total Current Liabilities		217,091			129,952
Total Liabilities		217,091			129,952
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 10,005,000 shares issued and outstanding		10,005			10,005
Additional paid-in capital		395,296			395,296
Accumulated deficit		(~~568~~596,~~971~~536	)		(532,987	)
Total Stockholders' Deficit		(163,670	)		(127,686	)
Total Stockholders’ Deficit		(191,235	)		(127,686	)
Total Liabilities and Stockholders' Deficit	$	5,899		$	2,266
Total Liabilities and Stockholders’ Deficit	$	25,856		$	2,266

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

F-2

Table of Contents

~~MED~~hMED SPA VACATIONS INC.

Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2022			2021			2022			2021
Operating Expenses
General and administrative	$	~~955~~929		$	~~570~~871		$	1,884		$	1,441
Management fees - related party		3,000			12,000			6,000			3,000
Professional fees		2920,~~756~~667			7531,~~535~~081			50,423			106,616
Total Operating Expenses		3324,~~711~~596			7733,~~105~~952			58,307			111,057
Loss from operations		(3324,~~711~~596	)		(7733,~~105~~952	)		(58,307	)		(111,057	)
Other Expense
Other Income (Expense)
Interest expense		-(2,085	)		(1,~~159~~929	)		(2,085	)		(3,088	)
Interest expense - related party		(~~2,273~~884	)		-			(3,157	)		-
Net Other Expense		(2,~~273~~969	)		(1,~~159~~929	)		(5,242	)		(3,088	)
Net Loss	$	(3527,~~984~~565	)	$	(7835,~~264~~881	)	$	(63,549	)	$	(114,145	)
Net loss per common share: Basic and Diluted	$	(0.00	)	$	(0.0100	)	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding: Basic and Diluted		10,005,000			1110,~~743~~005,000			10,005,000			10,869,199

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

F-3

Table of Contents

MED SPA VACATIONS INC.

Statements of Stockholders’ Deficit

(Unaudited)

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2022

					Additional					Total
	Common stock				Paid-in		Accumulated			Shareholders'’
	Shares		Amount		Capital		Deficit			Deficit
Balance - December 30, 2021		10,005,000	$	10,005	$	395,296	$	(532,987	)	$	(127,686	)
Net loss		-		-		-		(35,984	)		(35,984	)
Balance - March 31, 2022		10,005,000	$	10,005	$	395,296	$	(568,971	)	$	(163,670	)
Net loss		-		-		-		(27,565	)		(27,565	)
Balance - June 30, 2022		10,005,000	$	10,005	$	395,296	$	(596,536	)	$	(191,235	)

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2021

							Additional					Total
	Common stock						Paid-in		Accumulated			Shareholders’
	Shares			Amount			Capital		Deficit			~~Total~~Deficit
Balance - December 31 2020		14,350,000		$	14,350		$	272,445	$	(367,781	)	$	(80,986	)
Balance - December 30, 2020		14,350,000		$	14,350		$	272,445	$	(367,781	)	$	(80,986	)
Cancellation of common stock		(4,345,000	)		(4,345	)		4,345		-			-
Debt forgiveness by related party		-			-			118,506		-			118,506
Net loss		-			-			-		(78,264	)		(78,264	)
Balance - March 31 2021		10,005,000		$	10,005		$	395,296	$	(446,045	)	$	(40,744	)
Balance - March 31, 2021		10,005,000			10,005			395,296		(446,045	)		(40,744	)
Net loss		-			-			-		(35,881	)		(35,881	)
Balance - June 30, 2021		10,005,000		$	10,005		$	395,296	$	(481,926	)	$	(76,625	)

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

F-4

Table of Contents

MED SPA VACATIONS INC.

Statements of Cash Flow

(Unaudited)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2022			2021
Cash Flows from Operating Activities
Net loss	$	(3563,~~984~~549	)	$	(78114,~~264~~145	)
Changes in operating assets and liabilities:
Expenses paid by related party		-			74,184
Accounts payable and accrued liabilities		-			(3136,~~901~~907	)
Accrued note payable interest		-2,085			13,~~159~~088
Accrued note payable interest - related party		~~117~~(1,196	)		-
Net cash used in operating activities		(3562,~~867~~660	)		(3473,~~822~~780	)
Cash Flows from Financing Activities
Proceed of promissory note payable		-			150,000
Proceeds of promissory note payable		215,000			150,000
Repayment of promissory note payable -related party		(15183,~~000~~250	)		-(150,000	)
Proceed of promissory note payable - related party		54,500			-
Proceeds of promissory note payable - related party		54,500			100,000
Net cash provided by Financing Activities		3986,~~500~~250			~~150~~100,000
Net change in cash for period		323,~~633~~590			~~115~~26,~~178~~220
Cash at beginning of period		2,266			-
Cash at end of period	$	525,~~899~~856		$	~~115~~26,~~178~~220
Supplemental Cash Flow Information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	24,~~156~~353		$	-2,250
Non Cash Investing and Financing Activities
Related party debt forgiven recorded as additional paid in capital	$	-		$	118,506
Cancellation of common stock	$	-		$	4,345

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

F-5

Table of Contents

MED SPA VACATIONS INC.

Notes to the Unaudited Financial Statements

~~March~~June 3130, 2022

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation of Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~March~~June 3130, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the period ended ~~March~~June 3130, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 24, 2022.

Use of Estimates and Assumptions

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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $525,~~899~~856 and $2,266 in cash as of ~~March~~June 3130, 2022 and December 31, 2021, respectively.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Note 2 – Going Concern

Going concern and Liquidity Considerations

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 ~~March~~June 3130, 2022, the Company has reoccurring losses from operations, an accumulated deficit of $~~568~~596,~~971~~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.

F-6

Table of Contents

Note 3 – Related Party Transactions

	(i)	During the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, the Company’s controlling shareholder advanced to the Company an amount of $0 and $74,184, respectively, to pay certain expenses on behalf of the Company.
	(ii)	During the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, the Company paid $36,000 and $13,000 of management fees to the ~~Director~~sole officer and director of the Company.

Note payable – related party

On May 10, 2021, the Company received a loan of $100,000 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 $100,000 (in this case, the “Note”), with a maturity date of May 9, 2022. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount 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~~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 $100,000 and all interest payable in the amount of $1,375. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

On September 28, 2021, the Company received a loan of $15,000 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 $15,000 (in this case, the “Note”), with a maturity date of September 27, 2022. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount of $225 per quarter, on the following dates: December 28, 2021, March 28, 2022, June 28, 2022, and September 27, 2022. The Company ~~may~~was permitted to prepay any amounts due under the Note without penalty or premium. On March 29, 2022, the Company repaid in full all outstanding principal ~~note~~due under the Note in the amount of $15,000 and anall interest payable in the amount of $225. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the ~~loan~~Note.

On October 27, 2021, the Company received a loan of $5,250 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 $5,250 (in this case, the “Note”), with a maturity date of October 26, 2022. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount of $78.75 per quarter, on the following dates: January 27, 2022, April 27, 2022, July 27, 2022, and October 26, 2022. The Company ~~may~~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 $5,250 and all interest payable in the amount of $7875. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

On November 29, 2021, the Company received a loan of $8,500 from Fiesta Homes, LLC (“Fiesta”), which is controlled by a family member of a shareholder of the Company. To evidence said loan, the Company issued to Fiesta a promissory note in the principal amount of $8,500 (in this case, the “Note”), with a maturity date of November 29, 2022. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount of $127.50 per quarter, on the following dates: February 28, 2022, May 31, 2022, August 29, 2022, and November 29, 2022. The Company ~~may~~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 $8,500 and all interest payable in the amount of $85. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

On January 18, 2022, the Company received a loan of $15,000 from 12804 Morehead Investments, LLC (“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 $15,000 (in this case, the “Note”), with a maturity date of January 18, 2023. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount of $225 per quarter, on the following dates: April 18,2022, July 18, 2022, October 18, 2022, and January 18, 2023. The Company ~~may~~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 $15,000 and all interest payable in the amount of $263. 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 $19,500 from Morehead, which controlled by a shareholder of the Company. To evidence said loan, the Company issued to Morehead a promissory note in the principal amount of $19,500 (in this case, the “Note”), with a maturity date of March 1, 2023. Interest on the Note accrues on the principal amount at the rate of six percent (6%) per annum, and shall 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 may prepay any amounts due under the Note without penalty or premium

F-7

Table of Contents

On March 1, 2022, ~~The~~the Company received a loan of $2019,~~000~~500 from ~~Peter~~Morehead, L.which ~~Coker,~~is ~~Sr.,~~controlled by a shareholder of the Company. To evidence said loan, the Company issued to ~~Mr.~~Morehead ~~Coker~~ a promissory note in the principal amount of $2019,~~000~~500 (in this case, the “Note”), with a maturity date of March 1, 2023. Interest on the Note ~~accrues~~accrued on the principal amount at the rate of six percent (6%) per annum, and ~~shall~~was required to be paid on a quarterly basis, in the amount of $~~300~~292.50 per quarter, on the following dates: June 1, 2022, September 1, 2022, December 1, 2022, and March 1, 2023. The Company ~~may~~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 $19,500 and all interest payable in the amount of $195. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

~~During~~On March 1, 2022, the ~~three~~Company ~~months~~received ~~ended~~a ~~March~~loan 31of $20,000 from ~~2022~~Peter L. Coker, Sr., a shareholder of the Company. ~~recorded~~To ~~interest~~evidence ~~expense~~said loan, the Company issued to Mr. Coker a promissory note in the principal amount of $220,~~273~~000 ~~and~~(in ~~repaid~~this $2case,~~156~~ the “Note”), with a maturity date of March ~~interest~~1, 2023. Interest Ason the Note accrued on the principal amount at the rate of six percent (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 311, 2023. The Company was permitted to prepay any amounts due under the Note without penalty or premium. On May 2, 2022, the ~~outstanding~~Company ~~balances~~repaid ofin ~~promissory~~full ~~note~~all –outstanding ~~related~~principal ~~party~~due ~~and~~under ~~accrued~~the ~~interest~~Note ~~were~~in the amount of $~~168~~20,~~250~~000 and all interest payable in the amount of $~~1,313,~~200. ~~respectively~~The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the Note.

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

OnAs of June 1830, ~~2018~~2022, ~~the~~and ~~Company~~December ~~entered into a consulting agreement (the “Benchmark Consulting Agreement”) with Benchmark Capital~~31, ~~LLC, a New Jersey limited liability company (“Benchmark”), effective as of July 1,~~ 2021, ~~pursuant to which Benchmark will assist~~ the ~~Company~~outstanding inbalances ~~connection~~of ~~with~~promissory ~~all~~note ~~fillings~~– ~~required~~related byparty ~~the~~and ~~Company~~accrued tointerest bewere ~~made with the SEC, for a consulting fee of~~ $~~2,500~~0 ~~per~~and ~~month.~~$0 ~~The~~and ~~Benchmark Consulting Agreement can be terminated by either party~~$128,750 ~~at any time, upon 30 days’ prior written notice. During the three months ended March 31, 2022, the Company incurred~~ and ~~paid consulting fees of~~ $71,~~500~~196, respectively.

Note 54 – ~~Subsequent~~Note ~~Events~~Payable

~~Management~~On ~~has~~May ~~evaluated~~2, ~~subsequent~~2022, ~~events~~the ~~through~~Company received a loan of $215,000 from Global Equity Limited, a North Carolina corporation (“Global”). To evidence said loan, the Company issued to Global a promissory note in the principal amount of $215,000 (in this case, the “Note”), with a maturity date ~~these~~of May ~~financial~~1, ~~statements~~2023. Interest ~~were~~on ~~available~~the toNote accrues on the principal amount at the rate of six percent (6%) per annum, and shall be ~~issued.~~paid ~~Based~~on a quarterly basis, in the amount of $3,225 per quarter, on ~~our~~the ~~evaluation~~following nodates: ~~material~~August ~~events~~1,2022, ~~have~~November ~~occurred~~1, ~~that~~2022, ~~require~~February ~~disclosure~~1, 2023, and May 1, 2023. The Company may prepay any amounts due under the Note without penalty or premium.

During the six months ended June 30, 2022, the Company recorded interest expense of $2,085. As of June 30, 2022, the outstanding balances of promissory note and accrued interest were $215,000 and $2,085, respectively.

Note 5 – Commitments

On June 18, 2021, the Company entered into a consulting agreement (the “Benchmark Consulting Agreement”) with Benchmark Capital, LLC, a New Jersey limited liability company (“Benchmark”), effective as of July 1, 2021. Pursuant to the Benchmark Consulting Agreement, Benchmark will assist the Company in connection with all fillings required by the Company to be made with the SEC, for a consulting fee of $2,500 per month. The Benchmark Consulting Agreement can be terminated by either party, at any time, upon 30 days’ prior written notice. During the six months ended June 30, 2022, the Company incurred and paid consulting fees of $15,000.

Note 6– Subsequent Events

Management has evaluated subsequent events through the date these financial statements were issued and determined the following events require disclosure:

On June 30, 2022, the Company’s Board of Directors approved the issuance of 50,000 shares of common stock to the Company’s sole officer and director as compensation. On July 11, 2022, the 50,000 shares of common stock were issued.

F-8

Table of Contents

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.

Table of Contents

Results of Operations

Three Months Ended ~~March~~June 3130, 2022, Compared to Three Months Ended ~~March~~June 3130, 2021

Our results of operations for the three months ended ~~March~~June 3130, 2022 and 2021 are summarized below:

	Three Months Ended
	March 31,
	June 30,
	2022			2021			Change
Revenue	$	-		$	-		$	-
Operating expenses		3324,~~711~~596			7733,~~105~~952			(439,~~394~~356	)
Other expenses		2,~~273~~969			1,~~159~~929			1,~~114~~040
Net loss	$	~~(35~~27,~~984~~565	)	$	~~(78~~35,~~264~~881	)	$	42(8,~~280~~316	)

Revenue

During the three months ended ~~March~~June 3130, 2022 and 2021, we did not generate any revenues from operations.

Operating Expenses

Operating expenses for the three months ended ~~March~~June 3130, 2022, and 2021 were $3324,~~711~~596 and $7733,~~105~~952, respectively. For the three months ended ~~March~~June 3130, 2022, operating expenses consisted of professional fees of $2920,~~756~~667, management fees of $3,000, and general and administrative expenses of $~~955~~929. For the three months ended ~~March~~June 3130, 2021, operating expenses consisted of professional fees of $7531,~~535~~081, management fees of $12,000, and general and administrative expenses of $~~570~~871.

The decrease in ~~operation~~operating expenses is primarily the result of a ~~reduction~~decrease in legal and consulting fees of $4610,~~000~~414, as compared to the corresponding period in the prior year.

Other Expenses

For the three months ended ~~March~~June 3130, 2022 and 2021, other expenses consisted of interest on promissory notes of $2,~~273~~085 and $1,~~159~~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 $3527,~~984~~565 for the three months ended ~~March~~June 3130, 2022, compared to a net loss of $7835,~~264~~881 for the three months ended ~~March~~June 3130, 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:

	Six Months Ended
	June 30,
	2022		2021		Change
Revenue	$	-	$	-	$	-
Operating expenses		58,307		111,057		(52,750	)
Other expenses		5,242		3,088		2,154
Net loss	$	63,549	$	114,145	$	(50,596	)

Revenue

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

Table of Contents

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

	March 31,			December 31,
	June 30,			December 31,
	2022			2021			Change
Cash	$	525,~~899~~856		$	2,266		$	323,~~633~~590
Total Assets	$	525,~~899~~856		$	2,266		$	323,~~633~~590
Total Liabilities	$	~~169~~217,~~569~~091		$	129,952		$	3987,~~617~~139
Stockholders' Deficit	$	(163,670	)	$	(127,686	)	$	(35,984	)
Stockholders’ Deficit	$	(191,235	)	$	(127,686	)	$	(63,549	)
Working Capital Deficit	$	(~~163~~191,~~670~~235	)	$	(127,686	)	$	(3563,~~984~~549	)

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

4As ~~Table~~of June 30, 2022, we had current assets of ~~Contents~~$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.

As of March 31, 2022, we had current assets of $5,899, current liabilities of $169,569, and our working capital deficit was $163,670. The increase in working capital deficit during the three months ended March 31, 2022, compared to three months ended March 31,2021, was mainly due to an increase in notes payable related to promissory notes issued to a related party of $39,500 and offset by an increase in cash of $3,633. 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 $~~568~~63,~~971~~549. In addition, our current liabilities exceed our current assets by $~~163~~191,~~670~~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.

Table of Contents

Cash Flows

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2022			2021
Cash used in operating activities	$	(3562,~~867~~660	)	$	(3473,~~822~~780	)
Cash provided by Investing Activities	$	-		$	-
Cash provided by financing activities	$	3986,~~500~~250		$	~~150~~100,000
Net Change In Cash	$	3,633		$	115,178
Net Change in Cash	$	23,590		$	26,220

Operating Activities

For the ~~three~~six months ended ~~March~~June 3130, 2022, net cash used in operating activities was $3562,~~867~~660, related to our net loss of $3563,~~984~~549, ~~reduced~~increased by a decrease in accrued interest payable to related party of $1,196 and decreased by an increase in accrued interest payable to ~~related~~third party of $~~117~~2,085.

For the ~~three~~six months ended ~~March~~June 3130, 2021, net cash used in operating activities was $3473,~~822~~780, related to our net loss of $78114,~~264~~145, reduced by an increase in expenses paid by related party of $74,184, and accrued note payable interest of $13,~~159~~088, and increased by a change in accounts payable and accrued liabilities of $3136,~~901~~907.

During the ~~three~~six months ended ~~March~~June 3130, 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~~, respectively~~.

Investing Activities

The Company did not use any funds for investing activities during the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021.

Financing Activities

The Company provided $3986,~~500~~250 and $~~150~~100,000 byin financing activities during the ~~three~~six months ended ~~March~~June 3130, 2022, and 2021, respectively. During the ~~three~~six months ended ~~March~~June 3130, 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 ~~note~~notes - related ~~party~~parties of $15183,~~000~~250 and accrued interest payable of $~~225~~4,353.

During the ~~three~~six months ended ~~March~~June 3130, 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.

5 Table of Contents

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 ~~March~~June 3130, 2022, the Company has reoccurring losses from operations, an accumulated deficit of $~~568~~596,~~971~~ 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.

Table of Contents

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 ~~March~~June 3130, 2022, that occurred during our ~~first~~second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

67 Table of Contents

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

~~Other~~On ~~than~~June as30, ~~previously~~2022, ~~reported~~the inCompany ~~our~~approved ~~Current~~the issuance ~~Reports~~50,000 onshares ~~Form~~of ~~8-K~~common stock to Irwin Schneidmill, wethe ~~did~~Company’s ~~not~~President, ~~sell~~Secretary ~~any~~and ~~unregistered~~Treasurer, ~~securities~~and ~~during~~sole ~~the~~member ~~three-month~~of ~~period~~the ~~ended~~Company’s ~~March~~board 31of directors, for services. On July 11, 2022, orthe ~~subsequent~~50,000 ~~period~~shares ~~through~~of common stock were issued. The issuance of the ~~date~~shares ~~hereof~~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.

78 Table of Contents

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.		Description

31.1 / 31.2 *		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(A) or 15d-14(A) under the Securities Exchange Act of 1934

32.1 / 32.2 *		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

_______

*Filed herewith

89 Table of Contents

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.

	MED SPA VACATIONS INC.
Dated: April 29, 2022	By:	/s/ Irwin Schneidmill
Dated: July 19, 2022	By:	/s/ Irwin Schneidmill
	Name:	Irwin Schneidmill
	Title:	President, Treasurer and Secretary(Principal Executive Officer and Principal Financial and Accounting Officer)

910

Filing Compare · MED SPA VACATIONS INC.