Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | MED SPA VACATIONS INC. | |
Entity Central Index Key | 0001671077 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | No | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 10,005,000 | |
Document Transition Report | false | |
Entity File Number | 333-210922 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 47-5268172 | |
Entity Address Address Line 1 | 500 W. 5th Street, Suite 800 | |
Entity Address Address Line 2 | PMB #59, Winston Salem | |
Entity Address City Or Town | NC | |
Entity Address State Or Province | NC | |
Entity Address Postal Zip Code | 27101 | |
City Area Code | 845 | |
Local Phone Number | 548-3280 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 26,220 | $ 0 |
Total Current Assets | 26,220 | 0 |
Total Assets | 26,220 | 0 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 2,845 | 36,664 |
Due to related party | 0 | 44,322 |
Note payable | 100,000 | 0 |
Total Current Liabilities | 102,845 | 80,986 |
Total Liabilities | 102,845 | 80,986 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 10,005,000 shares and 14,350,000 shares issued and outstanding at June 30,2021 and December 31, 2020, respectively | 10,005 | 14,350 |
Additional paid-in capital | 395,296 | 272,445 |
Accumulated deficit | (481,926) | (367,781) |
Total Stockholders' Deficit | (76,625) | (80,986) |
Total Liabilities and Stockholders' Deficit | $ 26,220 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,005,000 | 14,350,000 |
Common stock, shares outstanding | 10,005,000 | 14,350,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Expenses | ||||
General and administrative | $ 2,871 | $ 0 | $ 4,441 | $ 0 |
Professional fees | 31,081 | 0 | 106,616 | 0 |
Total Operating Expenses | 33,952 | 0 | 111,057 | 0 |
Loss from operations | (33,952) | 0 | (111,057) | 0 |
Other Income (Expense) | ||||
Interest expense | (1,929) | 0 | (3,088) | 0 |
Net Other Expense | (1,929) | 0 | (3,088) | 0 |
Loss Before Provision for Income Taxes | (35,881) | 0 | (114,145) | 0 |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (35,881) | $ 0 | $ (114,145) | $ 0 |
Net loss per common share: Basic and Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding: Basic and Diluted | 10,005,000 | 14,350,000 | 10,869,199 | 14,350,000 |
Statements of Stockholders Defi
Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 14,350,000 | |||
Balance, amount at Dec. 31, 2019 | $ (34,328) | $ 14,350 | $ 272,445 | $ (321,123) |
Net loss | 0 | $ 0 | 0 | 0 |
Balance, shares at Mar. 31, 2020 | 14,350,000 | |||
Balance, amount at Mar. 31, 2020 | (34,328) | $ 14,350 | 272,445 | (321,123) |
Balance, shares at Dec. 31, 2019 | 14,350,000 | |||
Balance, amount at Dec. 31, 2019 | (34,328) | $ 14,350 | 272,445 | (321,123) |
Net loss | 0 | |||
Balance, shares at Jun. 30, 2020 | 14,350,000 | |||
Balance, amount at Jun. 30, 2020 | (34,328) | $ 14,350 | 272,445 | (321,123) |
Balance, shares at Mar. 31, 2020 | 14,350,000 | |||
Balance, amount at Mar. 31, 2020 | (34,328) | $ 14,350 | 272,445 | (321,123) |
Net loss | 0 | $ 0 | 0 | 0 |
Balance, shares at Jun. 30, 2020 | 14,350,000 | |||
Balance, amount at Jun. 30, 2020 | (34,328) | $ 14,350 | 272,445 | (321,123) |
Balance, shares at Dec. 31, 2020 | 14,350,000 | |||
Balance, amount at Dec. 31, 2020 | (80,986) | $ 14,350 | 272,445 | (367,781) |
Net loss | (78,264) | $ 0 | 0 | (78,264) |
Cancellation of common stock, shares | (4,345,000) | |||
Cancellation of common stock, amount | 0 | $ (4,345) | 4,345 | 0 |
Debt forgiveness by related party | 118,506 | $ 0 | 118,506 | 0 |
Balance, shares at Mar. 31, 2021 | 10,005,000 | |||
Balance, amount at Mar. 31, 2021 | (40,744) | $ 10,005 | 395,296 | (446,045) |
Balance, shares at Dec. 31, 2020 | 14,350,000 | |||
Balance, amount at Dec. 31, 2020 | (80,986) | $ 14,350 | 272,445 | (367,781) |
Net loss | (114,145) | |||
Balance, shares at Jun. 30, 2021 | 10,005,000 | |||
Balance, amount at Jun. 30, 2021 | (76,625) | $ 10,005 | 395,296 | (481,926) |
Balance, shares at Mar. 31, 2021 | 10,005,000 | |||
Balance, amount at Mar. 31, 2021 | (40,744) | $ 10,005 | 395,296 | (446,045) |
Net loss | (35,881) | $ 0 | 0 | (35,881) |
Balance, shares at Jun. 30, 2021 | 10,005,000 | |||
Balance, amount at Jun. 30, 2021 | $ (76,625) | $ 10,005 | $ 395,296 | $ (481,926) |
Statements of Cash Flow (Unaudi
Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (114,145) | $ 0 |
Changes in operating assets and liabilities: | ||
Expenses paid by related party | 74,184 | 875 |
Accounts payable and accrued liabilities | (36,907) | (9,717) |
Accrued note payable interest | 3,088 | 0 |
Net cash used in operating activities | (73,780) | (8,842) |
Cash Flows from Financing Activities | ||
Repayment of promissory note payable | (150,000) | 0 |
Proceed of promissory note payable | 150,000 | 0 |
Proceed of promissory note payable - related party | 100,000 | 0 |
Net cash provided by Financing Activities | 100,000 | 0 |
Net change in cash for period | 26,220 | (8,842) |
Cash at beginning of period | 0 | 8,842 |
Cash at end of period | 26,220 | 0 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 2,250 | 0 |
Non Cash Investing and Financing Activities | ||
Related party debt forgiven recorded as additional paid in capital | 118,506 | 0 |
Cancellation of common stock | $ 4,345 | $ 0 |
Organization, Description of Bu
Organization, Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Description of Business | |
Note 1 - Organization, Description of Business | Note 1 - Organization, Description of Business Med Spa Vacations, Inc, (the “Company”), was incorporated in the State of Nevada on October 5, 2015. The Company’s office address is 500 W. 5th Street, Suite 800, Winston Salem, NC 27101. The Company’s original plan was 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. The Company was not successful in its efforts and discontinued that line of business. Since that time, the Company has been a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”) Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for the Company’s 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. Change of Control On February 4, 2021, Kynson Health Limited, a BVI entity (Kynson”), which was our majority stockholder, closed stock purchase and sale transactions pursuant to which Kynson sold an aggregate of 9,985,329 restricted shares of the Company’s Common Stock to eleven purchasers at a purchase price of $0.030044 per share, or an aggregate purchase price of $299,998.60 (the “Kynson Share Sale Transaction”). Upon the closing of the Kynson Share Sale Transaction, OuYang XingYing, who controlled Kynson, and was our President, Secretary and Treasurer and sole member of the Company’s board of the directors, resigned from all positions she held with the Company and, in connection with her resignation, she relinquished her roles as the Company’s “Principal Executive Officer” and “Principal Financial and Accounting Officer.” Effective immediately upon Ms. Yang’s resignation, John D. Rollo 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. Rollo was designated as the “Principal Executive Officer” and “Principal Financial and Accounting Officer” of the Company for SEC reporting purposes. In connection with and as a condition to, the consummation of the Kynson 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. As a result of the Kynson Share Sale Transaction and simultaneous cancellation of 4,345,000 shares by eleven stockholders, there was a change in control of the Company. 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. 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. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of significant accounting policies | |
Note 2 - Summary of Significant Accounting Policies | Note 2 - 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 June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the period ended June 30, 2021, 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, 2020, filed with the SEC on March 30, 2021. 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 $26,220 and $0 in cash as of June 30, 2021, and December 31, 2020, respectively. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Going Concern | |
Note 2 - Going concern | 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 June 30, 2021, the Company has reoccurring losses from operations, an accumulated deficit of $481,926 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, 2021. 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. |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2021 | |
Note Payable | |
Note 3 - Note Payable | Note 3 – Note Payable Note payable On February 12, 2021, the Company received a loan in the amount of $150,000 (the “Loan”) from Hometown International Inc., a Nevada corporation (“Hometown”). To evidence the Loan, the Company issued a promissory note in the principal amount of $150,000 (the “Note”) to Hometown, with a maturity date of February 11, 2022. Interest accrues on the principal amount of the Note at the rate of six percent (6%) per annum, and shall be paid on a quarterly basis, in the amount of $2,250 per quarter, on the following dates: May 12, 2021, August 12, 2021, November 12, 2021, and February 11, 2022. The Company may prepay any amounts due under the Note without penalty or premium. On May 12, 2021, the Company repaid in full all outstanding principal note of $150,000 and an interest of $2,250. The Company did not incur any early termination penalties as a result of the repayment of indebtedness and termination of the loan. 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 (the “Note”), with a maturity date of May 9, 2022. 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 $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. During the six months ended June 30, 2021, the Company recorded interest expense of $3,088 and repaid $2,250 interest. As of June 30, 2021, the outstanding balance of promissory note – related party and accrued interest were $100,000 and $838, respectively. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related party transactions | |
Note 4 - Related Party Transactions | Note 4 – Related Party Transactions (i) During the six months ended June 30, 2021, and 2020, the Company’s controlling shareholder advanced to the Company an amount of $78,184 and $875, respectively, to pay certain expenses on behalf of the Company. On February 4, 2021, the former majority shareholder of the Company, which was controlled by the Company’s former sole officer and director, canceled and released the Company from $118,506 it was owed. (ii) During the six months ended June 30, 2021, the Company paid $3,000 management fee to the Company’s sole Director and Officers. |
Stockholders's equity
Stockholders's equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders's equity | |
Note 5 - Stockholders' Equity | Note 5 - Stockholders' Equity On February 4, 2021, eleven shareholders of the Company returned an aggregate of 4,345,000 shares (the “Cancelled Shares”) of the Company’s Common Stock to the Company for cancellation. The Cancelled Shares were returned to the Company’s number of authorized and unissued shares of Common Stock. As of June 30, 2021, and December 31, 2020, the Company had 10,005,000 and 14,350,000 shares of Common Stock issued and outstanding, respectively. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments | |
Note 6 - Commitments | Note 6 – Commitments On February 5, 2021, the Company entered into a one-year consulting agreement (the “Tryon Consulting Agreement”) with Tryon Capital LLC, a North Carolina limited liability company (“Tryon”), pursuant to which Tryon will provide the Company with financial and strategic consulting services in consideration for a consulting fee of $2,500 per month. The Tryon Consulting Agreement was terminated on June 18, 2021 with effective date of June 30, 2021. The Company and Tryon also agreed to release each other from any claims relating to the Tryon Consulting Agreement. On February 12, 2021, the Company entered into a one-year consulting agreement (the “Benzions Consulting Agreement”) with Benzions LLC, a Delaware limited liability company (“Benzions”), effective as of March 1, 2021, pursuant to which Benzions will provide certain strategic advisory and investor relations services to the Company in consideration for a consulting fee of $4,000 per month. The Benzions Consulting Agreement was terminated on May 19, 2021 with effective date of immediately. The Company and Benzions also agreed that all responsibilities of the other party under the Benzions Consulting Agreement have been fully performed. On June 18, 2018, 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 which Benchmark will assist the Company in connection with all filling 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’ written notice. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the period ended June 30, 2021, 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, 2020, filed with the SEC on March 30, 2021. |
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 $26,220 and $0 in cash as of June 30, 2021, and December 31, 2020, respectively. |
Organization, Description of _2
Organization, Description of business (Details Narrative) - Feburary 4, 2021 [Member] - Kynson Health Limited [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Restricted shares descriptions | Kynson sold an aggregate of 9,985,329 restricted shares of the Company’s Common Stock to eleven purchasers at a purchase price of $0.030044 per share, or an aggregate purchase price of $299,998.60 (the “Kynson Share Sale Transaction”). |
Purchase price of common stock | $ / shares | $ 0.030044 |
Common stock, cancellation shares | shares | 4,345,000 |
Returned an aggregate shares | shares | 4,345,000 |
Cancellation price per share | $ / shares | $ 0.001 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of significant accounting policies | ||
Cash | $ 26,220 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of significant accounting policies | ||
Accumulated Deficit | $ (481,926) | $ (367,781) |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | May 10, 2022 | Feb. 11, 2022 | Feb. 10, 2022 | Nov. 12, 2021 | Nov. 10, 2021 | Aug. 12, 2021 | Aug. 10, 2021 | May 12, 2021 | May 10, 2021 | Feb. 12, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Promissory note, outstanding balance | $ 150,000 | $ 100,000 | $ 100,000 | |||||||||||
Accrued interest | 2,250 | 838 | 838 | |||||||||||
Loans recieved | $ 150,000 | |||||||||||||
Notes payable, principal amount | $ 150,000 | |||||||||||||
Maturity date | Feb. 11, 2022 | |||||||||||||
Quarterly payment | $ 2,250 | $ 2,250 | $ 2,250 | $ 2,250 | ||||||||||
Interest expense | $ 1,929 | $ 0 | 3,088 | $ 0 | ||||||||||
Repayment of Interest | $ 2,250 | |||||||||||||
Rate of interest | 6.00% | |||||||||||||
Peter L. Coker | ||||||||||||||
Loans recieved | $ 100,000 | |||||||||||||
Maturity date | May 9, 2022 | |||||||||||||
Quarterly payment | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | ||||||||||
Rate of interest | 6.00% | |||||||||||||
Promissory note issued | $ 100,000 |
Related party transactions (Det
Related party transactions (Details Narrative) - Sole Director And Officer [Member] - USD ($) | Feb. 04, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Due to related party | $ 78,184 | $ 875 | |
Cancellation owed amount | $ 118,506 | ||
Management fees | $ 3,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - shares | Feb. 04, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders's equity | |||
Cancellation of shares | 4,345,000 | ||
Common stock, shares issued | 10,005,000 | 14,350,000 | |
Common stock, shares outstanding | 10,005,000 | 14,350,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Feb. 12, 2021 | Feb. 05, 2021 | Jun. 18, 2018 |
Consulting fees, per month | $ 2,500 | $ 2,500 | |
Benzions Consulting Agreement [Member] | |||
Consulting fees, per month | $ 4,000 |