For the Nine Months Ended September 30, 2021

For the Nine Months Ended September 30, 2020

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, 20212022

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, PMB #59, 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.

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, 2021,2022, and the results of operations and cash flows for the periods presented. The results of operations for the period ended September 30, 2021,2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on March 30, 2021.24, 2022.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $15,029$17,028 and $0$2,266 in cash as of September 30, 202130,2022 and December 31, 2020,2021, respectively.

Reclassification

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

Note 2 – Going Concern

Going concern and Liquidity Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of September 30, 2021,2022, the Company has reoccurring losses from operations, an accumulated deficit of $506,635$626,986 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, 2021.2022.

The ability of the Company to emerge from the early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

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

Note 3 – Note PayableRelated Party Transactions

During the nine months ended September 30,2022 and 2021,

NoteNotes payable – Related Parties

On February 12,The components of notes payable to related parties as of September 30,2022 and December 31,2021 were as follows:

During the nine months ended September 30, 2022 and 2021, the Company received a loan in$54,500 and $115,000 loans and repaid the amountoutstanding promissory notes of $150,000 (the “Loan”) from Hometown International Inc., a Nevada corporation (“Hometown”). To evidence$183,259 and $0, respectively.

During the Loan,nine months ended September 30, 2022, the Company issued a promissory note inrecorded interest expense of $3,157 and repaid $4,353 of interest. During 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,nine months ended September 30, 2021, the Company recorded interest expense of $2,356 and repaid in full all outstanding principal note$1,500 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.interest.

Note payable – related party

On May 10,As of September 30, 2022 and December 31, 2021, the Company received a loanoutstanding balances 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,notes 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,accrued interest were $0 and May 10, 2022. The Company may prepay any amounts due under the Note without penalty or premium.$0 and $128,750 and $1,196, respectively.

OnNote 4 – Notes Payable

The components of notes payable as of September 28,30, 2022 and December 31, 2021 were as follows:

During the nine months ended September 30, 2022 and 2021, the Company received a loan$235,000 and $150,000 in loans and repaid the outstanding promissory notes of $15,000 from Peter L. Coker, Sr., a shareholder of$0 and $150,000, respectively.

During the Company. To evidence said loan,nine months ended September 30, 2022, the Company issued to Mr. Coker a promissory note in the principal amountrecorded interest expense of $15,000 (the “Note”), with a maturity date$5,432 and repaid $3,225 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.

interest. During the nine months ended September 30, 2021, the Company recorded interest expense of $2,356$2,250 and repaid $1,500$2,250 of interest. As of September 30, 2021,2022, the outstanding balancebalances of promissory note – related partynotes and accrued interest were $115,000$235,000 and $856,$2,207, respectively.

Note 4 – Related Party Transactions

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 September 30, 2021, and December 31, 2020, the Company had 10,005,000 and 14,350,000 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, pursuant2021. Pursuant to whichthe Benchmark Consulting Agreement, Benchmark will assist the Company in connection with all fillingfillings required by the Company to be made with the SEC, for a consulting fee of $2,500 per month. The Benchmark Consulting Agreement can be terminated by either party, at any time, upon 30 days’ prior written notice. During the nine months ended September 30, 2021,2022, the Company incurred and paid consulting fees of $7,500 and the amount due to the consultant was $500 as of September 30, 2021.$22,500.

Note 7 –6– Subsequent Events

On October 27, 2021,Management has evaluated subsequent events through the Company received a loan of $5,250 from Peter L. Coker, Sr., a shareholder of the Company. To evidence said loan, the Company issueddate these financial statements were available to Mr. Coker a promissory note in the principal amount of $5,250, with a maturity date of October 26, 2022. Interestbe issued. Based 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.our evaluation no material events have occurred that require disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “we,” “us,” or “our,” are to Med Spa Vacations Inc.

General Overview

We were incorporated in the State of Nevada on October 5, 2015 to develop a business that specializesspecialized in marketing health and wellness vacations to both individuals and corporate groups looking to revitalize and develop a fuller day-to-day life. Our office address is 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 discontinued that line of business. Our office address is 500 W. 5th Street, Suite 800, PMB #59, Winston Salem, NC 27101.

The Company is a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended. The Company is seeking a business combination with a private entity whose business would present an opportunity for its shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated.

On February 4, 2021, our controlling stockholder Kynson Health Limited, a company incorporated and existing under the law of the British Virgin Islands (“Kynson Health”), closed stock purchase and sale transactions pursuant to which Kynson Health sold an aggregate of 9,985,329 restricted shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, to eleven purchasers at a purchase price of $0.030044 per share, or an aggregate purchase price of $299,998.60 (the “Share Sale Transaction”). The sharesShares 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 Months Ended September 30, 2022, Compared to Three Months Ended September 30, 2021

Our results of operations for the three months ended September 30, 2022 and 2021 are summarized below:

Results of Operations

Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020

Our results of operations for the three months ended September 30, 2021 and 2020 are summarized below:

Revenue

During the three months ended September 30, 20212022 and 2020,2021, we did not generate any revenues from operations.

Operating Expenses

Operating expenses for the three months ended September 30, 2022 and 2021 were $27,103 and $23,191, respectively. For the three months ended September 30, 2022, operating expenses consisted of professional fees of $21,712, management fees-related party of $4,500, and general and administrative expenses of $891. For the three months ended September 30, 2021, operating expenses consisted of professional fees of $19,421, management fees -related party of $3,000, and general and administrative expenses of $770 during$770.

The increase in operating expenses is primarily the three months ended September 30, 2021,result of an increase in management fees -related party of $1,500 and professional fees of $2,291, as compared to operating expenses of $0 during the three months ended September 30, 2020. We did not incur any expenses duringcorresponding period in the three months ended September 30, 2020, as the Company was delinquent with its SEC filings.prior year.

Other Expenses

OtherFor the three months ended September 30, 2022 and 2021, other expenses consisted of $1,518 in interest on promissory notes.notes of $3,347 and $0, respectively, and interest on promissory note – related party of $0 and $1,518, respectively.

Net Loss

As a result of the foregoing, we incurred a net loss of $30,450 for the three months ended September 30, 2022, compared to a net loss of $24,709 for the three months ended September 30, 2021, compared to a net loss of $0 for the three months ended September 30, 2020.2021.

Nine Months Ended September 30, 2021,2022, Compared to Nine Months Ended September 30, 20202021

Our results of operations for the nine months ended September 30, 20212022 and 20202021 are summarized below:

RevenuesRevenue

During the nine months ended September 30, 20212022 and 2020,2021, we did not generate any revenues from operations.

Operating Expenses

Operating expenses for the nine months ended September 30, 2022 and 2021 were $85,410 and $134,248, respectively. For the nine months ended September 30, 2022, operating expenses consisted of professional fees of $72,135, management fees – related party of $10,500, and general and administrative expenses of $2,775. For the nine months ended September 30, 2021, operating expenses consisted of professional fees of $126,037, management fees -related party of $6,000, and general and administrative expenses of $2,211 during$2,211.

The decrease in operating expenses is primarily the nine months ended September 30, 2021,result of a decrease in professional fees of $53,902, offset by an increase in management fees -related party of $ 4,500 , as compared to operating expenses of $0 during the nine months ended September 30, 2020. We did not incur any expenses duringcorresponding period in the nine months ended September 30, 2020 as the Company was delinquent with its SEC filings.prior year.

Other Expenses

OtherFor the nine months ended September 30, 2022 and 2021, other expenses consisted of $4,606 in interest on promissory notes.notes of $5,432 and $2,250, respectively, and interest on promissory note – related party of $3,157 and $2,356, respectively.

Net Loss

As a result of the foregoing, we incurred a net loss of $93,999 for the nine months ended September 30, 2022, compared to 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, 2020.2021.

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, 2021,2022, we had current assets of $15,029,$17,028, current liabilities of $116,363,$237,213, and our working capital deficit was $101,334.$220,185. The increase in working capital deficit during the nine months ended September 30, 2022, compared to nine months ended September 30, 2021, was mainly due to an increase in notes payable related to promissory notes issued to a third party of $235,000 and paid off promissory note - related party of $115,000 and$128,750, partially offset by a decreasean increase in due to related partycash of $44,322 and accounts payable and accrued liabilities of $36,157.$14,762. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer draws only a nominal salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no or nominal expense by our shareholders or consultants.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $506,635.$93,999. In addition, our current liabilities exceed our current assets by $101,334.$220,185. 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

Operating Activities

For the nine months ended September 30, 2022, net cash used in operating activities was $91,488, related to our net loss of $93,999, increased by a  decrease in accrued note payable interest -related party of $1,196 and reduced by an increase in  stock based compensation -related party of $1,500 and accounts payable and accrued liabilities of $2,207 .  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 an increase in expenses paid by related party of $875 and reduced by a decrease in accounts payable and accrued liabilities of $9,717.

During the nine months ended September 30, 2021 and 2020, the Company’s sole director and officer paid $74,184 and $875, respectively, on behalf of the Company for business operation purpose.

Investing Activities

The Company did not use any funds for investing activities during the nine months ended September 30, 20212022 and 2020.2021.

Financing Activities

The Company provided $106,250 and $115,000 and $0 byin financing activities during the nine months ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 2022, the Company received loan in the amount of $235,000 and 2020, respectively.loans from related parties in the aggregate amount of $54,500, and repaid the full outstanding principal notes - related parties of $183,250 and accrued interest payable – related party  of $4,352.  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 repaid in full all outstanding principal loan of $150,000 and accrued interest of $2,250.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of September 30, 2022, the Company has reoccurring losses from operations, an accumulated deficit of $626,986 and has earned no revenues. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2022.

The ability of the Company to emerge from the early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

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

Critical Accounting Policies and Estimates

The preparationdiscussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in conformityaccordance with the accounting principles generally accepted accounting principlesin the United States of America. Preparing financial statements requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted on the effectiveness of our internal control over financial reporting as of September 30, 2021,2022, that occurred during our third 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, we did not sell any other unregistered securities during the three-month period ended September 30, 2021,2022, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report: