UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FormFORM 10-Q

(Mark One)

Commission file number: 333-210922

Securities registered pursuant to Section 12(b) of the Act: None

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 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“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

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 21,November 3, 2021, there were 14,350,00010,005,000 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 SEPTEMBER 30, 20202021

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MED SPA VACATIONS INC.

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2020

MED SPA VACATIONS, INC.

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MED SPA VACATIONS INC.

Balance Sheets

(Unaudited)

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

MED SPA VACATIONS INC.

Statements of Operations

(Unaudited)

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

MED SPA VACATIONS INC.

Statements of Stockholders’ Deficit

(Unaudited)

For the Three andNine Months Ended September 30, 2021

For the Nine Months Ended September 30, 2020

For the Three and Nine Months Ended September 30, 2019

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

MED SPA VACATIONS INC.

Statements of Cash Flow

(Unaudited)

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

MED SPA VACATIONS INC.

Notes to the Unaudited Financial Statements

September 30, 20202021

NOTENote 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN- Organization, Description of Business

We wereMed Spa Vacations, Inc, (the “Company”), was incorporated in the State of Nevada on October 5, 2015. OurThe Company’s office address is 23-25 Mangrove Lane Taren Point, NSW 2229, Australia.500 W. 5th Street, Suite 800, PMB #59, Winston Salem, NC 27101. 

Description of Business

OurThe Company’s original plan was to develop a business that specializesspecialized 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 wereThe Company was not successful in ourits 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, we intendthe 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 ourthe 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.

Going concernChange of Control

On February 4, 2021, Kynson Health Limited, a BVI entity (Kynson”), which was our majority stockholder, closed stock purchase and Liquidity Considerationssale 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.

Note 2 - Summary of Significant Accounting Policies

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 September 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 September 30, 20202021, and the results of operations and cash flows for the periods presented. The results of operations for the period ended September 30, 20202021, 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, 20192020, filed with the SEC on January 5,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 $15,029 and $0 in cash as of September 30, 2021 and December 31, 2020, respectively.

Recently Issued Accounting PronouncementsNote 2 – Going Concern

ManagementGoing 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 September 30, 2021, the Company has considered all recent accounting pronouncements issued.reoccurring losses from operations, an accumulated deficit of $506,635 and has earned no revenues. The Company’sCompany 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 believes that these recent pronouncements will not have a material effect onintends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s unaudited interimability to continue as a going concern. The accompanying financial statements.statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTENote 3 – RELATED PARTY TRANSACTIONSNote 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.

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 (the “Note”), with a maturity date of September 27, 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 $225 per quarter, on the following dates: December 28, 2021, March 28, 2022, June 28, 2022, and September 27, 2022. The Company may prepay any amounts due under the Note without penalty or premium.

During the nine months ended September 30, 20202021, the Company recorded interest expense of $2,356 and 2019,repaid $1,500 interest. As of September 30, 2021, the Company’s sole Directoroutstanding balance of promissory note – related party and Officer paid an amount of $875accrued interest were $115,000 and $174,290 by paying for$856, respectively.

Note 4 – Related Party Transactions

Note 5 - Stockholders’ Equity

On February 4, 2021, eleven shareholders of the Company respectively.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 September 30, 2020,2021, and December 31, 2019, there were $34,3222020, the Company had 10,005,000 and $33,44714,350,000 shares of Common Stock issued and outstanding, respectively.

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. During the nine months ended September 30, 2021, the Company incurred consulting fees of $12,500.

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. During the nine months ended September 30, 2021, the Company incurred consulting fees of $12,000.

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. During the nine months ended September 30, 2021, the Company incurred consulting fees of $7,500 and the amount due to related party, respectively.the consultant was $500 as of September 30, 2021.

Note 7 – Subsequent Events

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, with a maturity date of October 26, 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 $78.75 per quarter, on the following dates: January 27, 2022, April 27, 2022, July 27, 2022 and October 26, 2022.

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, 2015 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 not successful in our efforts and discontinued that line of business. Our office address is 23-25 Mangrove Lane, Taren Point, NSW, Australia. 500 W. 5th Street, Suite 800, PMB #59, Winston Salem, NC 27101.

Because we were not able to raise sufficient capital to execute our original business plan, we arediscontinued that line of business.

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 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 ourits 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, 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.

Results of Operations

Three-Month PeriodThree Months Ended September 30, 20202021, Compared to Three-Month PeriodThree Months Ended September 30, 20192020

Our results of operations for the three-monthsthree months ended September 30, 20202021 and 20192020 are summarized below:

Revenues and Other IncomeRevenue

During the three months ended September 30, 20202021 and 2019,2020, we did not realizegenerate any revenues from operations.

Operating Expenses

Operating expenses consisted entirely of professional fees of $19,421, management fees of $3,000 and general and administrative expenses of $770 during the three months ended September 30, 2021, compared to operating expenses of $0 induring the three months ended September 30, 2020. We did not incur any expenses during the three months ended September 30, 2020, compared to $18,561as the Company was delinquent with its SEC filings.

Other Expenses

Other expenses consisted of $1,518 in interest on promissory notes.

Net Loss

As a result of the foregoing, we incurred a net loss of $24,709 for the three months ended September 30, 2019.

Net Losses

We incurred2021, compared to a net loss of $0 for the three months ended September 30, 2020, compared to a net loss of $18,561 for the corresponding period ended September 30, 2019.2020.

Nine Month PeriodMonths Ended September 30, 20202021, Compared to Nine Month PeriodMonths Ended September 30, 20192020

Our results of operations for the nine months ended September 30, 20202021 and 20192020 are summarized below:

Revenues and Other Income

During the nine months ended September 30, 20202021 and 2019,2020, we did not realizegenerate any revenues from operations.

Operating Expenses

Operating expenses consisted entirely of professional fees of $0 in the nine month period ended September 30, 2020, compared to $214,013 in the nine month period ended September 30, 2019. The professional fess$126,037, management fees of $6,000 and general and administrative expenses of $2,211 during the nine months ended September 30, 2019 consisted of legal and consulting fees of $151,500 in relation2021, compared to stock purchase and sale transactions and audit, accounting, tax and other miscellaneous professional fees of $62,513, for getting current on our SEC filing requirements.

Net Losses

We incurred a net lossoperating expenses of $0 forduring the nine months ended September 30, 2020. We did not incur any expenses during the nine months ended September 30, 2020 compared to a net loss of $214,013 foras the corresponding period ended September 30, 2019.Company was delinquent with its SEC filings.

Other Expenses

Other expenses consisted of $4,606 in interest on promissory notes.

Net Loss

As a result of the foregoing, we incurred a net loss of $138,854 for the nine months ended September 30, 2021, compared to a net loss of $0 for the nine months ended September 30, 2020.

Liquidity and Capital Resources

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

As of September 30, 2020,2021, we had current assets of $0, we had$15,029, current liabilities of $34,328,$116,363, and our working capital deficit was $34,328.$101,334. The increase in working capital deficit during the nine months ended September 30, 2021 was mainly due to an increase in notes payable related to promissory notes issued to a related party of $115,000 and offset by a decrease in due to related party of $44,322 and accounts payable and accrued liabilities of $36,157. 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 drawdraws 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 one of our shareholders.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 $0.$506,635. In addition, our current liabilities exceed our current assets by $34,328.$101,334. 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

Operating Activities

For the nine months ended September 30, 2021, net cash used in operating activities was $99,971, related to our net loss of $138,854, increased by a decrease in accounts payable and accrued liabilities of $36,157 and reduced by an increase in expenses paid by related party of $74,184 and an increase in accrued interest payable to related party of $856.

For the nine months ended September 30, 2020, net cash used in operating activities was $8,842, related to our net loss of $0, increased by a decrease in accounts payable of $9,717 and decreased by an increase in expenses paid by related party of $875.

For the nine months ended September 30, 2019, net cash used in operating activities was $21,500, related to our net loss of $195,452,$875 and reduced by an increase in expenses paid by related party of $174,290, increased by a decrease in accounts payable and accrued liabilities of $338.$9,717.

During the nine months ended September 30, 20202021 and 2019,2020, the Company’s sole Directordirector and Officerofficer paid $74,184 and $875, and $174,290respectively, on behalf of the Company for business operation purpose, respectively.purpose.

Investing Activities

The Company did not use any funds for investing activities during the nine-months periodsnine months ended September 30, 20202021 and 2019.2020.

Financing Activities

The Company did not use any funds forprovided $115,000 and $0 by financing activities during the nine-months periodsnine months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021, the Company received a loan in the amount of $150,000, a loan from related party in the amount of $115,000 and 2019.

Recent Accounting Pronouncements

For a descriptionrepaid in full all outstanding principal loan of our recently issued accounting pronouncements, see “Note 2 – Summary$150,000 and accrued interest of Significant Accounting Policies” of this Quarterly Report on Form 10-Q.$2,250.

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.

Off-Balance Sheet Arrangements

We have never entered into anyno significant off-balance sheet financing 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 haveare 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.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 September 30, 2020,2021, that occurred during our firstthird fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 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 September 30, 2020,2021, 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.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

___________

_______

*filedFiled herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.