|
FORM 10-QUNITED 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: |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| 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.) |
23-25 Mangrove Lane, Taren Point, NSW, Australia |
(Address of principal executive offices) |
+61- 1300-488-866 |
(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: None
| ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | N/A | N/A |
Indicate by check mark whether the registrant (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 ☒
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 ☐
( 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 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 | ☒ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of January 20, 2021, there were 14,350,000 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 31,JUNE 30, 2020
| |||||||
PAGE | |||||||
F-1 | |||||||
Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| |||||
6 |
| ||||||
6 | |||||||
7 |
| ||||||
7 | |||||||
7 |
| ||||||
7 |
| ||||||
7 |
| ||||||
7 |
| ||||||
8 | |||||||
9 |
2 |
| Table of Contents |
Press ALT 0 for help
MED SPA VACATIONS INC.
FOR THE PERIOD ENDED MARCH 31,JUNE 30, 2020
| ||||
| Page | |||
| ||||
| F-2 | |||
| ||||
| F-3 | |||
| ||||
| F-4 | |||
| ||||
| F-5 | |||
F-6 | ||||
| F-1 |
| Table of Contents |
Press ALT 0 for help
MED SPA VACATIONS INC.
Balance Sheets
(Unaudited)
March 31, | December 31, |
| June 30, |
| December 31, |
| ||||||||||
2020 | 2019 |
| 2020 |
|
| 2019 |
| |||||||||
ASSETS | ASSETS | |||||||||||||||
Current Assets: |
|
|
|
|
| |||||||||||
Cash | $ | 8,842 | $ | 8,842 |
| $ | 0 |
|
| $ | 8,842 |
| ||||
Total Current Assets | 8,842 | 8,842 |
| 0 |
| 8,842 |
| |||||||||
|
|
|
|
|
|
|
| |||||||||
TOTAL ASSETS | $ | 8,842 | $ | 8,842 |
| $ | 0 |
|
| $ | 8,842 |
| ||||
|
|
|
|
| ||||||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||||||||
Current Liabilities: |
|
|
|
|
| |||||||||||
Accounts payable | $ | 8,848 | $ | 9,723 |
| $ | 6 |
| $ | 9,723 |
| |||||
Due to related party | 34,322 | 33,447 |
|
| 34,322 |
|
|
| 33,447 |
| ||||||
Total Current Liabilities | 43,170 | 43,170 |
|
| 34,328 |
|
|
| 43,170 |
| ||||||
|
|
|
|
| ||||||||||||
Total Liabilities | 43,170 | 43,170 |
|
| 34,328 |
|
|
| 43,170 |
| ||||||
|
|
|
|
| ||||||||||||
Stockholders' Deficit: |
|
|
|
|
| |||||||||||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 | ||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized, 14,350,000 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 14,350 | 14,350 | ||||||||||||||
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, 14,350,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively |
| 14,350 |
| 14,350 |
| |||||||||||
Additional paid-in capital | 272,445 | 272,445 |
| 272,445 |
| 272,445 |
| |||||||||
Accumulated deficit | (321,123 | ) | (321,123 | ) |
|
| (321,123 | ) |
|
| (321,123 | ) | ||||
Total Stockholders' Deficit | (34,328 | ) | (34,328 | ) |
|
| (34,328 | ) |
|
| (34,328 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 8,842 | $ | 8,842 |
| $ | 0 |
|
| $ | 8,842 |
| ||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| F-2 |
| Table of Contents |
MED SPA VACATIONS INC.
Statements of Operations
(Unaudited)
| Three Months Ended |
| Three Months Ended |
| Six Months Ended |
| |||||||||||||||||||
| March 31, |
| June 30, |
| June 30, |
| |||||||||||||||||||
2020 | 2019 |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| |||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Operating Expenses |
|
|
|
|
|
|
|
|
| |||||||||||||||
Professional fees | 0 | 31,610 |
|
| 0 |
|
|
| 163,842 |
|
|
| 0 |
|
|
| 195,452 |
| ||||||
Total Operating Expenses | 0 | 31,610 |
|
| 0 |
|
|
| 163,842 |
|
|
| 0 |
|
|
| 195,452 |
| ||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Loss from operations | 0 | (31,610 | ) |
| 0 |
| (163,842 | ) |
| 0 |
| (195,452 | ) | |||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Provision for Income Taxes | 0 | 0 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
| ||||||
Net Loss | $ | 0 | $ | (31,610 | ) |
| $ | 0 |
|
| $ | (163,842 | ) |
| $ | 0 |
|
| $ | (195,452 | ) | |||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net loss per common share: Basic and Diluted | $ | 0 | $ | (0.00 | ) |
| $ | 0 |
|
| $ | (0.01 | ) |
| $ | 0 |
|
| $ | (0.01 | ) | |||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Weighted average number of common shares outstanding: Basic and Diluted | 14,350,000 | 14,350,000 |
|
| 14,350,000 |
|
|
| 14,350,000 |
|
|
| 14,350,000 |
|
|
| 14,350,000 |
| ||||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| F-3 |
| Table of Contents |
MED SPA VACATIONS INC.
(Unaudited)
(Unaudited)
For the Three and Six Months Ended March 31,June 30, 2020
Additional |
|
|
| Additional |
|
|
|
|
| |||||||||||||||||||||||||||||||
| Common stock | Paid-in | Accumulated |
| Common stock |
| Paid-in |
| Accumulated |
|
|
| |||||||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Total |
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||||||||||||||||
Balance - December 31 2019 | 14,350,000 | $ | 14,350 | $ | 272,445 | $ | (321,123 | ) | $ | (34,328 | ) |
| 14,350,000 |
| $ | 14,350 |
| $ | 272,445 |
| $ | (321,123 | ) |
| $ | (34,328 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
| |||||||||||||||
Balance - March 31 2020 | 14,350,000 | $ | 14,350 | $ | 272,445 | $ | (321,123 | ) | $ | (34,328 | ) |
| 14,350,000 |
| 14,350 |
| 272,445 |
| (321,123 | ) |
| (34,328 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||
Net loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
| ||||||||||||||||||||
Balance - June 30 2020 |
|
| 14,350,000 |
|
| $ | 14,350 |
|
| $ | 272,445 |
|
| $ | (321,123 | ) |
| $ | (34,328 | ) | ||||||||||||||||||||
For the Three and Six Months Ended March 31,June 30, 2019
Additional | ||||||||||||||||||||
| Common stock | Paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance - December 31, 2018 | 14,350,000 | $ | 14,350 | $ | 60,255 | $ | (92,218 | ) | $ | (17,613 | ) | |||||||||
Net loss | 0 | 0 | 0 | (31,610 | ) | (31,610 | ) | |||||||||||||
Balance - March 31, 2019 | 14,350,000 | $ | 14,350 | $ | 60,255 | $ | (123,828 | ) | $ | (49,223 | ) | |||||||||
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
|
| |||||
|
| Common stock |
|
| Paid-in |
|
| Accumulated |
|
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance - December 31, 2018 |
|
| 14,350,000 |
|
| $ | 14,350 |
|
| $ | 60,255 |
|
| $ | (92,218 | ) |
| $ | (17,613 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (31,610 | ) |
|
| (31,610 | ) |
Balance - March 31, 2019 |
|
| 14,350,000 |
|
|
| 14,350 |
|
|
| 60,255 |
|
|
| (123,828 | ) |
|
| (49,223 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt forgiveness by former officer |
|
| - |
|
|
| 0 |
|
|
| 212,190 |
|
|
| 0 |
|
|
| 212,190 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (163,842 | ) |
|
| (163,842 | ) |
Balance - June 30 2019 |
|
| 14,350,000 |
|
| $ | 14,350 |
|
| $ | 272,445 |
|
| $ | (287,670 | ) |
| $ | (875 | ) |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| F-4 |
MED SPA VACATIONS INC.
Statements of Cash Flow
(Unaudited)
| Three Months Ended |
| Six Months Ended |
| |||||||||||||
| March 31, |
| June 30, |
| |||||||||||||
2020 | 2019 |
| 2020 |
|
| 2019 |
| |||||||||
|
|
|
|
| ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| |||||||||||
Net loss | $ | 0 | $ | (31,610 | ) |
| $ | 0 |
| $ | (195,452 | ) | ||||
Changes in operating assets and liabilities: |
|
|
|
|
| |||||||||||
Expenses paid by related party | 875 | 0 |
| 875 |
| 174,290 |
| |||||||||
Accounts payable | (875 | ) | 31,610 |
|
| (9,717 | ) |
|
| (338 | ) | |||||
Net cash used in operating activities | 0 | 0 |
|
| (8,842 | ) |
|
| (21,500 | ) | ||||||
|
|
|
|
| ||||||||||||
Net change in cash for period | 0 | 0 |
| (8,842 | ) |
| (21,500 | ) | ||||||||
Cash at beginning of period | 8,842 | 21,500 |
|
| 8,842 |
|
|
| 21,500 |
| ||||||
Cash at end of period | $ | 8,842 | $ | 21,500 |
| $ | 0 |
|
| $ | 0 |
| ||||
|
|
|
|
| ||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
| |||||||||||
Cash paid for income taxes | $ | 0 | $ | 0 |
| $ | 0 |
|
| $ | 0 |
| ||||
Cash paid for interest | $ | 0 | $ | 0 |
| $ | 0 |
|
| $ | 0 |
| ||||
|
|
|
|
|
| |||||||||||
NON CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
| |||||||||||
Related party debt forgiven recorded as additional paid in capital |
| $ | 0 |
|
| $ | 212,190 |
| ||||||||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| F-5 |
NOTE 1 –DESCRIPTION– ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
We were incorporated in the State of Nevada on October 5, 2015. Our office address is 23-25 Mangrove Lane Taren Point, NSW 2229, Australia.
Description of Business
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 March 31,June 30, 2020, the Company has reoccurring losses from operations, an accumulated deficit of $321,123 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, 2020.
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 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 March 31,June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the period ended March 31,June 30, 2020 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, 2019 filed with the SEC on January 5, 2021.
| F-6 |
Recently Issued Accounting Pronouncements
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 unaudited interim financial statements.statements
NOTE 3 – RELATED PARTY TRANSACTIONS
During the threesix months ended March 31,2020June 30, 2020 and 2019, the Company’s sole Director and Officer paid an amount of $875 and $174,290 by paying for expenses on behalf of the Company, respectively.
As of March 31,June 30, 2020 and December 31, 2019, there were $34,322 and $33,447 due to related party, respectively.
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 and Section 21E of the Securities Exchange Act of 1934. 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, 2015to 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 not successful in our efforts and discontinued that line of business. Our office address is 23-25 Mangrove Lane, Taren Point, NSW, Australia. Because we were not able to raise sufficient capital to execute our original business plan, we are seeking a business combination with a private entity whose business would present an opportunity for our shareholders.
On June 20, 2019, Mr. Ma, closed stock purchase and sale transactions pursuant to which he sold an aggregate of 10,000,000 restricted shares of the Company’s Common Stock, to certain purchasers at a purchase price of $0.035 per share, or an aggregate purchase price of $350,000. In connection with the closing of the stock purchase transactions, Mr. Ma resigned from all of the positions he held with the Company, effective as of the closing of the stock purchase transactions. One of the purchasers of restricted shares, Kynson Health Limited, a BVI entity, purchased 9,985,329 restricted shares for an aggregate purchase price of approximately $349,486. Kynson Health Limited is owned 100% by OuYang XingYing, who was appointed as the Company’s President, Secretary and Treasurer and director on June 20, 2019, upon the closing of the stock purchase and sale transactions and resignation of Mr. Ma.
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.
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.
Results of Operations
Three Month Period Ended June 30, 2020 Compared to Three Month Period Ended June 30, 2019
Our results of operations for the three months ended June 30, 2020 and 2019 are summarized below:
|
| Three Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Revenue |
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| - |
|
|
| 163,842 |
|
Net loss |
| $ | - |
|
| $ | (163,842 | ) |
| 3 |
Results of Operations
Three-Month Periods Ended March 31, 2020 Compared to Three-Month Periods Ended March 31, 2019
Our results of operations for the three-month periods ended March 31, 2020 and 2019 are summarized below:
| Three Months Ended | |||||||
| March 31, | ||||||||
2020 | 2019 | |||||||
Revenue | $ | — | $ | — | ||||
Operating expenses | — | 31,610 | ||||||
Net loss | $ | — | $ | (31,610 | ) | |||
Revenues and Other Income
During the three-month periodsthree months ended March 31,June 30, 2020 and 2019, we did not realize any revenues from operations.
Operating Expenses
Operating expenses consisted entirely of professional fees of $0 in the three-month periodsthree months ended March 31,June 30, 2020, compared to $31,610$163,842 in the three-month periodsthree months ended March 31,June 30, 2019. ThisThe professional fee wasfess during the three months ended June 30, 2019 consisted of legal and consulting fees of $151,500 in relation to stock purchase and sale transactions and audit, accounting, tax fees of $12,342, for maintaining reporting status with the Securities and Exchange Commission (“SEC”).getting current on our SEC filing requirements.
Net Losses
We incurred a net loss of $0, for the three-monthsthree months ended March 31,June 30, 2020, compared to a net loss of $31,610$163,842 for the corresponding period ended March 31,June 30, 2019.
Six Month Period Ended June 30, 2020 Compared to Six Month Period Ended June 30, 2019
Our results of operations for the six months ended June 30, 2020 and 2019 are summarized below:
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Revenue |
| $ | - |
|
| $ | - |
|
Operating expenses |
| $ | - |
|
| $ | 195,452 |
|
Net loss |
| $ | - |
|
| $ | (195,452 | ) |
Revenues and Other Income
During the six months ended June 30, 2020 and 2019, we did not realize any revenues from operations.
Operating Expenses
Operating expenses consisted entirely of professional fees of $0 in the six month period ended June 30, 2020, compared to $195,452 in the six months ended June 30, 2019. The professional fess during the six months ended June 30,2019 consisted of legal and consulting fees of $151,500 in relation to stock purchase and sale transactions and audit, accounting, tax and other miscellaneous professional fees of $43,952, for getting current on our SEC filing requirements.
Net Losses
We incurred a net loss of $0, for the six months ended June 30, 2020, compared to a net loss of $195,452 for the corresponding period ended June 30, 2019.
Liquidity and Capital Resources
March 31, | December 31, |
| June 30, |
| December 31, |
|
|
| ||||||||||||||||
2020 | 2019 | Change |
| 2020 |
|
| 2019 |
|
| Change |
| |||||||||||||
Cash | $ | 8,842 | $ | 8,842 | $ | — |
| $ | - |
| $ | 8,842 |
| $ | (8,842 | ) | ||||||||
Total Assets | $ | 8,842 | $ | 8,842 | $ | — |
| $ | - |
| $ | 8,842 |
| $ | (8,842 | ) | ||||||||
Total Liabilities | $ | 43,170 | $ | 43,170 | $ | — |
| $ | 34,328 |
| $ | 43,170 |
| $ | (8,842 | ) | ||||||||
Stockholders' Deficit | $ | (34,328 | ) | $ | (34,328 | ) | $ | — | ||||||||||||||||
Stockholders' Equity |
| $ | (34,328 | ) |
| $ | (34,328 | ) |
| $ | - |
| ||||||||||||
Working Capital Deficiency | $ | (34,328 | ) | $ | (34,328 | ) | $ | — |
| $ | (34,328 | ) |
| $ | (34,328 | ) |
| $ | - |
| ||||
| 4 |
| Table of Contents |
As of the date of this report, we had yet to generate any revenues from our business operations.
As of March 31,June 30, 2020, we had current assets of $8,842,$0, we had liabilities of $43,170,$34,328, and our working capital deficiencywasdeficit was $34,328. 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 does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.
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 $0. In addition, our current liabilities exceed our current assets by $34,328. 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.
Cash Flows
|
| |||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
Cash Flows
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Cash used in operating activities |
| $ | (8,842 | ) |
| $ | (21,500 | ) |
Cash provided by Investing Activities |
| $ | - |
|
| $ | - |
|
Cash provided by financing activities |
| $ | - |
|
| $ | - |
|
Net Change in Cash |
| $ | (8,842 | ) |
| $ | (21,500 | ) |
Operating Activities
For the three-monthssix months ended March 31,June 30, 2020, net cash used in operating activities was $0,$8,842, related to our net loss of $0, increased by a decrease in accounts payable of $9,717 and reduced by an increase in expenses paid by related party of $875 and$875.
For the six months ended June 30, 2019, net cash used in operating activities was $21,500, related to our net loss of $195,452, reduced by an increase in expenses paid by related party of $174,290, increased by a decrease in accounts payable of $875.$338.
For the three-months ended March 31, 2019, net cash used in operating activities was $0, related to our net loss of $31,610, decreased by an increase in accounts payable of $31,610.
During the threesix months periods ended March 31,June 30, 2020 and 2019, the Company’s sole Director and Officer paid $875 and $0,$174,290 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-monthssix-months periods ended March 31,June 30, 2020 and March 31, 2019.
Financing Activities
The Company did not use any funds for financing activities during the three-monthssix-months periods ended March 31,June 30, 2020 and March 31, 2019.
Recent Accounting Pronouncements
For a description of our recently issued accounting pronouncements, see “Note 2 – Summary of Significant Accounting Policies” of this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.
| 5 |
| Table of Contents |
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Contractual ObligationsITEM 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 31,June 30, 2020, that occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
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 than as previously reported in our Current Reports on Form 8-K, or prior periodic reports, we did not sell any unregistered securities during the three-month period ended March 31,June 30, 2020, or subsequent period through the date hereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
None.
Not applicable.
ITEM 5. OTHER INFORMATION
None.
None.
| 7 |
| Table of Contents |
ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
Exhibit No. | Description | |
Rule 1350 Certification of Chief Executive and Financial and Accounting Officer | ||
101.INS * | XBRL Instance Document | |
101.SCH * | XBRL Schema Document | |
101.CAL * | XBRL Calculation Linkbase Document | |
101.DEF * | XBRL Definition Linkbase Document | |
101.LAB * | XBRL Label Linkbase Document | |
101.PRE * | XBRL Presentation Linkbase Document |
_______
*filed herewith
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: January | By: | /s/ OuYang XingYing | ||
| Name: | OuYang XingYing | ||
| Title: | President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer) | ||