Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | MED SPA VACATIONS INC. | ||
Entity Central Index Key | 0001671077 | ||
Trading Symbol | mdvp | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 14,350,000 | ||
Entity Public Float | $ 435,000 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 21,500 | $ 25,000 |
Total Current Assets | 21,500 | 25,000 |
TOTAL ASSETS | 21,500 | 25,000 |
Current Liabilities: | ||
Accounts payable | 1,213 | 3,838 |
Due to related party | 37,900 | 37,900 |
Total Current Liabilities | 39,113 | 41,738 |
Total Liabilities | 39,113 | 41,738 |
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, 14,350,000 shares issued and outstanding at December 31, 2018 and 2017, respectively | 14,350 | 14,350 |
Additional paid-in capital | 60,255 | 60,255 |
Accumulated deficit | (92,218) | (91,343) |
Total Stockholders' Deficit | (17,613) | (16,738) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 21,500 | $ 25,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,350,000 | 14,350,000 |
Common stock, shares outstanding | 14,350,000 | 14,350,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Expenses | ||
General and administrative | $ 875 | $ 11,718 |
Professional fees | 54,261 | |
Total Operating Expenses | 875 | 65,979 |
Loss from operations | (875) | (65,979) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (875) | $ (65,979) |
Net loss per common share: Basic and Diluted (in dollars per share) | $ 0 | $ 0 |
Weighted average number of common shares outstanding: Basic and Diluted (in shares) | 14,350,000 | 14,350,000 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 0 | $ 14,350 | $ 49,150 | $ (25,364) | $ 38,136 |
Balance (in shares) at Dec. 31, 2016 | 14,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Debt forgiveness by related party | 11,105 | 11,105 | |||
Net loss | (65,979) | (65,979) | |||
Balance at Dec. 31, 2017 | 0 | $ 14,350 | 60,255 | (91,343) | (16,738) |
Balance (in shares) at Dec. 31, 2017 | 14,350,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (875) | (875) | |||
Balance at Dec. 31, 2018 | $ 0 | $ 14,350 | $ 60,255 | $ (92,218) | $ (17,613) |
Balance (in shares) at Dec. 31, 2018 | 14,350,000 |
STATEMENTS OF CASH FLOW
STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (875) | $ (65,979) |
Changes in operating assets and liabilities: | ||
Accounts payable | (2,625) | (2,915) |
Restricted cash receivable | 92 | |
Net cash used in operating activities | (3,500) | (68,802) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan from related party | 49,005 | |
Net cash provided by Financing Activities | 49,005 | |
Net change in cash for period | (3,500) | (19,797) |
Cash at beginning of period | 25,000 | 44,797 |
Cash at end of period | 21,500 | 25,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt forgiveness by former officer | $ 11,105 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN We were incorporated in the State of Nevada on October 5, 2015. Our office address is Qunli Huizhi Financial Enterprise Headquarters, Rm. 401, 4 th On August 22, 2017, our former officers and directors, the controlling stockholders of our company entered into and closed stock purchase and sale transactions pursuant to which they each sold 5,000,000 restricted shares of the common stock, $0.001 par value per share (the “ Common Stock Shares Our plan was to develop a business that specializes in marketing health and wellness vacations to both individuals and corporate groups looking to revitalize and develop a fuller day-to-day life. We were looking to establish a niche in the travel market that caters to sustained wellness and rejuvenation, recognizing the ever-increasing social trend toward finding of a more holistic balance in life. We were not successful in our efforts and discontinued that line of business. Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our 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. 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 December 31, 2018, the Company has reoccurring losses from operations, an accumulated deficit of $92,218 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, 2019. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 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 $21,500 and $25,000 in cash and cash equivalents as of December 31, 2018 and 2017, respectively. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist primarily of cash and cash equivalents, restricted cash receivable, accounts payable and related party loans. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Concentrations of Credit Risks The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Related Parties The Company follows ASC 850, “Related Party Disclosures,” Share-Based Expense ASC 718, "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. There were no share-based expenses for the year ended December 31, 2018 and 2017. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. We currently do not have operations, and its management seeks to acquire cash generating businesses. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes Earnings (Loss) per Share The Company computes loss per share in accordance with ASC 260, “Earnings per Share,” Recently Issued Accounting Pronouncements In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 3 - STOCKHOLDERS' EQUITY Preferred Stock The Company has authorized 25,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Common Stock The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended December 31, 2018 and 2017, there were no share issuances of common stock. The Company has no stock option plans, warrants or other dilutive securities. As of December 31, 2018 and 2017, there are 14,350,000 shares of common stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 - INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2018 and 2017 are as follows: December 31 December 31 2018 2017 Net operating loss carryforward $ (92,218 ) $ (91,343 ) Effective Tax rate 21 % 21 % Deferred Tax Asset (19,366 ) (19,182 ) Less: Valuation Allowance 19,366 19,182 Net Deferred Asset $ - $ - At December 31, 2018, the Company had $92,218 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire 2036. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations following greater than 50% ownership changes. The Company’s tax returns are subject to examination by tax authorities for the years ended December 31, 2015 to December 31, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED-PARTY TRANSACTIONS The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the officer of the Company to use at no charge. During the year ended December 31, 2017, the sole officer and director advanced $37,900 to the Company. During the year ended December 31, 2017, the former officer and director advanced $11,105 to the Company and forgave the loan immediately. As a result, the Company recorded the $11,105 as additional paid in capital. As of December 31, 2018 and 2017, the Company had due to related party of $37,900. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
Use of Estimates and Assumptions | 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 | 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 $21,500 and $25,000 in cash and cash equivalents as of December 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist primarily of cash and cash equivalents, restricted cash receivable, accounts payable and related party loans. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. |
Concentrations of Credit Risks | Concentrations of Credit Risks The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” |
Share-Based Expense | Share-Based Expense ASC 718, "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. There were no share-based expenses for the year ended December 31, 2018 and 2017. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. We currently do not have operations, and its management seeks to acquire cash generating businesses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes loss per share in accordance with ASC 260, “Earnings per Share,” |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax asset and reconciliation of income taxes | December 31 December 31 2018 2017 Net operating loss carryforward $ (92,218 ) $ (91,343 ) Effective Tax rate 21 % 21 % Deferred Tax Asset (19,366 ) (19,182 ) Less: Valuation Allowance 19,366 19,182 Net Deferred Asset $ - $ - |
ORGANIZATION, DESCRIPTION OF _2
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Detail Textuals) - USD ($) | 1 Months Ended | ||
Aug. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Accumulated deficit | $ (92,218) | $ (91,343) | |
Former officers and directors | |||
Related Party Transaction [Line Items] | |||
Number of restricted shares of the common stock | 5,000,000 | ||
Common stock, par value | $ 0.001 | ||
Officer and director | |||
Related Party Transaction [Line Items] | |||
Number of restricted shares of the common stock | 10,000,000 | ||
Percentage of shares of common stock | 69.70% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 21,500 | $ 25,000 | $ 44,797 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Voting rights | one vote | |
Common stock, shares issued | 14,350,000 | 14,350,000 |
Common stock, shares outstanding | 14,350,000 | 14,350,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ (92,218) | $ (91,343) |
Effective Tax rate | 21.00% | 21.00% |
Deferred Tax Asset | $ (19,366) | $ (19,182) |
Less: Valuation Allowance | 19,366 | 19,182 |
Net Deferred Asset | $ 0 | $ 0 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 92,218 | $ 91,343 |
Minimum percentage of ownership changes for operating loss carry forwards | 50.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Advances from related party | $ 49,005 | |
Debt forgiveness by former officer | 11,105 | |
Debt forgiveness recorded as additional paid-in capital | 11,105 | |
Due to related party | 37,900 | $ 37,900 |
Officer and director | ||
Related Party Transaction [Line Items] | ||
Advances from related party | 37,900 | |
Former officer and director | ||
Related Party Transaction [Line Items] | ||
Debt forgiveness by former officer | 11,105 | |
Debt forgiveness recorded as additional paid-in capital | $ 11,105 |