Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | MED SPA VACATIONS INC. | ||
Entity Central Index Key | 0001671077 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 14,350,000 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | No |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 8,842 | $ 21,500 |
Total Current Assets | 8,842 | 21,500 |
TOTAL ASSETS | 8,842 | 21,500 |
Current Liabilities: | ||
Accounts payable | 9,723 | 1,213 |
Due to related party | 33,447 | 37,900 |
Total Current Liabilities | 43,170 | 39,113 |
Total Liabilities | 43,170 | 39,113 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 14,350,000 shares issued and outstanding | 14,350 | 14,350 |
Additional paid-in capital | 272,445 | 60,255 |
Accumulated deficit | (321,123) | (92,218) |
Total Stockholders' Deficit | (34,328) | (17,613) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 8,842 | $ 21,500 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,350,000 | 14,350,000 |
Common stock, shares outstanding | 14,350,000 | 14,350,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Expenses | ||
General and administrative | $ 0 | $ 875 |
Professional fees | 228,905 | 0 |
Total Operating Expenses | 228,905 | 875 |
Loss from operations | (228,905) | (875) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (228,905) | $ (875) |
Net loss per common share: Basic and Diluted | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding: Basic and Diluted | 14,350,000 | 14,350,000 |
STATEMENTS OF STOCKHOLDERS DEFI
STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2017 | 14,350,000 | |||
Balance, amount at Dec. 31, 2017 | $ (16,738) | $ 14,350 | $ 60,255 | $ (91,343) |
Net loss | (875) | $ 0 | 0 | (875) |
Balance, shares at Dec. 31, 2018 | 14,350,000 | |||
Balance, amount at Dec. 31, 2018 | (17,613) | $ 14,350 | 60,255 | (92,218) |
Net loss | (228,905) | 0 | 0 | (228,905) |
Debt forgiveness by former officer | 212,190 | $ 0 | 212,190 | 0 |
Balance, shares at Dec. 31, 2019 | 14,350,000 | |||
Balance, amount at Dec. 31, 2019 | $ (34,328) | $ 14,350 | $ 272,445 | $ (321,123) |
STATEMENTS OF CASH FLOW
STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (228,905) | $ (875) |
Changes in operating assets and liabilities: | ||
Expenses paid by related parties | 207,737 | 0 |
Accounts payable | 8,510 | (2,625) |
Net cash used in operating activities | (12,658) | (3,500) |
Net change in cash for period | (12,658) | (3,500) |
Cash at beginning of period | 21,500 | 25,000 |
Cash at end of period | 8,842 | 21,500 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Related party debt forgiven recorded as additional paid in capital | $ 212,190 | $ 0 |
ORGANIZATION DESCRIPTION OF BUS
ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN | |
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | We were incorporated in the State of Nevada on October 5, 2015. Our office address is 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. Changes in Control of Registrant On June 20, 2019, Chao Ma, the controlling stockholder of Med Spa Vacations, Inc., a Nevada corporation (the “Company”), closed stock purchase and sale transactions pursuant to which he sold an aggregate of 10,000,000 restricted shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to certain purchasers (the “Purchasers”) at a purchase price of $0.035 per share, or an aggregate purchase price of $350,000. One of the Purchasers, Kynson Health Limited, a BVI entity (the “Majority Purchaser”), purchased 9,985,329 of the Shares (the “Majority Shares”) for an aggregate purchase price of approximately $349,486 (the “Change of Control Transaction”). Kynson Health Limited is owned 100% by OuYang XingYing, who was appointed as the Company’s sole officer and director upon the closing of the Change of Control Transaction. The Majority Purchaser used working capital to acquire the Majority Shares. The Majority Shares purchased by the Majority Purchaser represented approximately 69.6% of the Company’s issued and outstanding shares of Common Stock as of the date of the closing of the Change of Control Transaction. Therefore, the Change of Control Transaction resulted in a change in control of the Company. In connection with the closing of the Change of Control Transaction, Chao Ma, the Company’s President, Treasurer and Secretary, and the sole member of the Company’s board of directors, resigned from all positions he held with the Company, effective as of June 20, 2019. On June 20, 2019, OuYang XingYing was appointed as the Company’s President, Treasurer and Secretary, and as the sole member of the Company’s board of the directors, effective immediately upon the resignations by Chao Ma. In connection with her officer appointments, Ms. Yang was designated as the “Principal Executive Officer” and “Principal Financial and Accounting Officer” of the Company for SEC reporting purposes. Going concern and Liquidity Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2019, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $8,842 and $21,500 in cash as of December 31, 2019 and 2018, respectively. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts payable and related party loans. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Concentrations of Credit Risks The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Share-Based Expense ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, ”Accounting for Income Taxes Earnings (Loss) per Share The Company computes loss per share in accordance with ASC 260, ”Earnings per Share,” Recently Issued Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS EQUITY | |
NOTE 3 - STOCKHOLDERS' EQUITY | Preferred Stock The Company has authorized 25,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Common Stock The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of December 31, 2019, and 2018, there are 14,350,000 shares of common stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
NOTE 4 - INCOME TAXES | We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2019 and 2018 are as follows: December 31, December 31, 2019 2018 Net operating loss carry forward $ (321,123 ) $ (92,218 ) Effective Tax rate 21 % 21 % Deferred tax assets 67,436 19,366 Valuation allowance (67,436 ) (19,366 ) Net deferred tax assets $ - $ - As of December 31, 2019, the Company had approximately $320,000 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire 2037. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas NOLs generated after July 31, 2018 can be carryforward indefinitely In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations following greater than 50% ownership changes. The Company’s tax returns are subject to examination by tax authorities for the years ended December 31, 2013 to December 31, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED-PARTY TRANSACTIONS | During the year ended December 31, 2019, the Company’s former sole Director and Officer paid an amount of $174,290 by paying for expenses on behalf of the Company. According to change of control and stock purchase agreement (described in Note 1), the former sole Director and Officer of the Company, canceled and forgave his loan in amount of $212,190. As a result, the Company recorded $212,190 as additional paid in capital. During the year ended December 31, 2019, Kynson Health Limited, a company controlled by our sole Director and Officer, paid for expenses on behalf of the Company in the amount of $33,447. As of December 31, 2019, and 2018, there was $33,447 and $37,900 due to related party, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 6 - SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $8,842 and $21,500 in cash as of December 31, 2019 and 2018, respectively. |
Fair Value of Financial Instruments | The Company’s financial instruments consist primarily of cash, accounts payable and related party loans. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. |
Concentrations of Credit Risks | The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Share-Based Expense | ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
Income Taxes | The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, ”Accounting for Income Taxes |
Earnings (Loss) per Share | The Company computes loss per share in accordance with ASC 260, ”Earnings per Share,” |
Recently Issued Accounting Pronouncements | The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of deferred tax asset and reconciliation of income taxes | December 31, December 31, 2019 2018 Net operating loss carry forward $ (321,123 ) $ (92,218 ) Effective Tax rate 21 % 21 % Deferred tax assets 67,436 19,366 Valuation allowance (67,436 ) (19,366 ) Net deferred tax assets $ - $ - |
ORGANIZATION DESCRIPTION OF B_2
ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated deficit | $ (321,123) | $ (92,218) | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Cha oMa [Member] | |||
Transaction date of sale of change of control transaction | Jun. 20, 2019 | ||
Sale of aggregate restricted shares | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Price per share | $ 0.035 | ||
Aggregate purchase price under change of control transaction | $ 350,000 | ||
Kynson Health Limited [Member] | |||
Sale of aggregate restricted shares | 9,985,329 | ||
Aggregate purchase price under change of control transaction | $ 349,486 | ||
Ownership percentage | 100.00% | ||
Percentage of Shares issued and outstanding of common stock | 69.60% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash | $ 8,842 | $ 21,500 | $ 25,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
STOCKHOLDERS EQUITY | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Voting rights | one vote | |
Common stock, shares issued | 14,350,000 | 14,350,000 |
Common stock, shares outstanding | 14,350,000 | 14,350,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Net operating loss carryforward | $ 321,123 | $ 92,218 |
Effective Tax rate | 21.00% | 21.00% |
Deferred tax assets | $ 67,436 | $ 19,366 |
Valuation allowance | (67,436) | (19,366) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Net operating losses | $ (321,123) | $ (92,218) |
Minimum percentage of ownership changes for operating loss carry forwards | 50.00% | |
Net operating loss carry forward expiration date | which begin to expire 2037 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Due to related party | $ 33,447 | $ 37,900 |
Debt forgiveness by related party | 212,190 | |
Related party debt forgiven recorded as additional paid in capital | 212,190 | $ 0 |
Former Sole Director And Officer [Member] | ||
Expenses paid by related parties | 174,290 | |
Related party debt forgiven recorded as additional paid in capital | 212,190 | |
Sole Director And Officer [Member] | ||
Due to related party | 33,447 | |
Stock Purchase Agreement [Member] | Former Sole Director And Officer [Member] | ||
Debt forgiveness by related party | $ 212,190 |