UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~10-Q

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

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended: March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ___________ to ___________

~~For~~Commission ~~the~~file ~~fiscal year ended~~number: ~~September 30, 2020~~333-210922

☐ 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~~610 ~~Mangrove~~Jones ~~Lane,~~Ferry ~~Taren Point~~Road, ~~NSW,~~Suite ~~Australia (Address of principal executive offices)~~207

~~+61- 1300-488-866 (Registrant s telephone number~~Carrboro, ~~including~~NC ~~area code) N/A (Former name, former address and former fiscal year, if changed since last report)~~27510

~~Securities registered pursuant to Section 12~~(b)Address of ~~the~~principal ~~Act:~~executive ~~None~~ offices)

~~Title of each class Trading Symbol~~(s919) ~~Name of each exchange on which registered None N/A N/A~~933-2720

(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

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~~April 21, 2021, there were 1410,~~350~~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~~MARCH 3031, ~~2020~~2021

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	F-1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	87
	SIGNATURES	98

2 ~~Table of Contents~~

~~PART~~MED ISPA -VACATIONS, ~~FINANCIAL INFORMATION~~INC.

~~Item~~INDEX 1.TO ~~Financial~~AUDITED ~~Statements~~FINANCIAL STATEMENTS

~~MED~~FOR ~~SPA~~THE ~~VACATIONS~~PERIOD ~~INC.~~ENDED MARCH 31, 2021

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

	Page

Unaudited Balance Sheets		F-2

Unaudited Statements of Operations		F-3

Unaudited Statements of Stockholders’ Deficit		F-4

Unaudited Statements of Cash Flows		F-5

Notes to the Unaudited Financial Statements		F-6

~~FOR THE PERIOD ENDED SEPTEMBER 30, 2020~~F-1

		Page
Unaudited Balance Sheets		F-2
Unaudited Statements of Operations		F-3
Unaudited Statements of Stockholders’ Deficit		F-4
Unaudited Statements of Cash Flows		F-5
Notes to the Unaudited Financial Statements		F-6

MED SPA VACATIONS INC.

~~F-1~~Balance ~~Table of Contents~~Sheets

~~MED SPA VACATIONS INC.~~(Unaudited)

Balance Sheets

	March 31,			December 31,
	2021			2020
ASSETS
Current Assets:
Cash	$	115,178		$	-
Total Current Assets		115,178			-

Total Assets	$	115,178		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	5,922		$	36,664
Due to related party		-			44,322
Note payable		150,000			-
Total Current Liabilities		155,922			80,986

Total Liabilities		155,922			80,986

Stockholders' Deficit:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 10,005,000 shares and 14,350,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		10,005			14,350
Additional paid-in capital		395,296			272,445
Accumulated deficit		(446,045	)		(367,781	)
Total Stockholders' Deficit		(40,744	)		(80,986	)
Total Liabilities and Stockholders' Deficit	$	115,178		$	-

~~(Unaudited)~~The accompanying notes to the unaudited financial statements are an integral part of these statements.

	September 30,			December 31,
	2020			2019
ASSETS
Current Assets:
Cash	$	-		$	8,842
Total Current Assets		-			8,842
TOTAL ASSETS	$	-		$	8,842
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	6		$	9,723
Due to related party		34,322			33,447
Total Current Liabilities		34,328			43,170
Total Liabilities		34,328			43,170
Stockholders' Deficit:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 14,350,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		14,350			14,350
Additional paid-in capital		272,445			272,445
Accumulated deficit		(321,123	)		(321,123	)
Total Stockholders' Deficit		(34,328	)		(34,328	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	8,842

F-2

Table of Contents

~~The~~MED ~~accompanying~~SPA ~~notes~~VACATIONS ~~to the unaudited financial statements are an integral part of these statements~~INC.

~~F-2~~Statements ~~Table~~ of ~~Contents~~Operations

~~MED SPA VACATIONS INC.~~(Unaudited)

Statements of Operations

	Three Months Ended
	March 31,
	2021			2020

Operating Expenses
General and administrative		1,570			-
Professional fees		75,535			-
Total Operating Expenses		77,105			-

Loss from operations		(77,105	)		-

Other Income (Expense)
Interest expense		(1,159	)		-
Net Other Expense		(1,159	)		-

Loss Before Provision for Income Taxes		(77,105	)		-

Provision for Income Taxes		-			-
Net Loss	$	(78,264	)	$	-

Net loss per common share: Basic and Diluted	$	(0.01	)	$	-

Weighted average number of common shares outstanding: Basic and Diluted		11,743,000			14,350,000

~~(Unaudited)~~The accompanying notes to the unaudited financial statements are an integral part of these statements.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020		2019			2020		2019
Operating Expenses
Professional fees	$	-	$	18,561		$	-	$	214,013
Total Operating Expenses		-		18,561			-		214,013
Loss from operations		-		(18,561	)		-		(214,013	)
Provision for Income Taxes		-		-			-		-
Net Loss	$	-	$	(18,561	)	$	-	$	(214,013	)
Net loss per common share: Basic and Diluted	$	-	$	(0.00	)	$	-	$	(0.01	)
Weighted average number of common shares outstanding: Basic and Diluted		14,350,000		14,350,000			14,350,000		14,350,000

F-3

Table of Contents

~~The~~MED ~~accompanying~~SPA ~~notes~~VACATIONS ~~to the unaudited financial statements are an integral part of these statements~~INC.

~~F-3~~Statements ~~Table~~ of ~~Contents~~Stockholders’ Deficit

~~MED SPA VACATIONS INC.~~(Unaudited)

~~Statements~~For ofthe ~~Stockholders’~~Three ~~Deficit~~Months Ended March 31, 2021

(Unaudited)

							Additional
	Common stock						Paid-in		Accumulated
	Shares			Amount			Capital		Deficit			Total
Balance - December 31 2020		14,350,000		$	14,350		$	272,445	$	(367,781	)	$	(80,986	)

Cancellation of common stock		(4,345,000	)		(4,345	)		4,345		-			-
Debt forgiveness by related party		-			-			118,506		-			118,506
Net loss		-			-			-		(78,264	)		(78,264	)
Balance - March 31 2021		10,005,000		$	10,005		$	395,296	$	(446,045	)	$	(40,744	)

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, 2020

					Additional
	Common stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - December 31, 2019		14,350,000	$	14,350	$	272,445	$	(321,123	)	$	(34,328	)
Balance - December 31 2019		14,350,000	$	14,350	$	272,445	$	(321,123	)	$	(34,328	)
Net loss		-		-		-		-			-
Balance - March 31, 2020		14,350,000		14,350		272,445		(321,123	)		(34,328	)
Balance - March 31 2020		14,350,000	$	14,350	$	272,445	$	(321,123	)	$	(34,328	)
Net loss		-		-		-		-			-
Balance - June 30, 2020		14,350,000		14,350		272,445		(321,123	)		(34,328	)
Net loss		-		-		-		-			-
Balance - September 30, 2020		14,350,000	$	14,350	$	272,445	$	(321,123	)	$	(34,328	)

~~For~~The accompanying notes to the ~~Three~~unaudited ~~and~~financial ~~Nine~~statements ~~Months~~are ~~Ended~~an ~~September~~integral ~~30,~~part ~~2019~~of these statements.

					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		-		-		-		(31,610	)		(31,610	)
Balance - March 31, 2019		14,350,000		14,350		60,255		(123,828	)		(49,223	)
Debt forgiveness by former officer		-		-		212,190		-			212,190
Net loss		-		-		-		(163,842	)		(163,842	)
Balance - June 30 2019		14,350,000		14,350		272,445		(287,670	)		(875	)
Net loss		-		-		-		(18,561	)		(18,561	)
Balance - September 30, 2019		14,350,000	$	14,350	$	272,445	$	(306,231	)	$	(19,436	)

F-4

Table of Contents

~~The~~MED ~~accompanying~~SPA ~~notes~~VACATIONS ~~to the unaudited financial statements are an integral part of these statements~~INC.

~~F-4~~Statements ~~Table~~ of ~~Contents~~Cash Flow

~~MED SPA VACATIONS INC.~~(Unaudited)

Statements of Cash Flow

	Three Months Ended
	March 31,
	2021			2020

Cash Flows from Operating Activities
Net loss	$	(78,264	)	$	-
Changes in operating assets and liabilities:
Expenses paid by related party		74,184			875
Accounts payable and accrued liabilities		(31,901	)		(875	)
Accrued note payable interest		1,159			-
Net cash used in operating activities		(34,822	)		-

Cash Flows from Financing Activities
Proceed of promissory note payable		150,000			-
Net cash provided by Financing Activities		150,000			-

Net change in cash for period		115,178			-
Cash at beginning of period		-			8,842
Cash at end of period	$	115,178		$	8,842

Supplemental Cash Flow Information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Non Cash Investing and Financing Activities
Related party debt forgiven recorded as additional paid in capital	$	118,506		$
Cancellation common stock	$	4,345		$

~~(Unaudited)~~The accompanying notes to the unaudited financial statements are an integral part of these statements.

	Nine Months Ended
	September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	-		$	(195,452	)
Changes in operating assets and liabilities:
Expenses paid by related party		875			174,290
Accounts payable		(9,717	)		(338	)
Net cash used in operating activities		(8,842	)		(21,500	)
Net change in cash for period		(8,842	)		(21,500	)
Cash at beginning of period		8,842			21,500
Cash at end of period	$	-		$	-
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
Related party debt forgiven recorded as additional paid in capital	$	-		$	212,190

F-5

Table of Contents

~~The~~MED ~~accompanying~~SPA ~~notes~~VACATIONS ~~to the unaudited financial statements are an integral part of these statements~~INC.

~~F-5~~Notes ~~Table~~to ofthe ~~Contents~~Unaudited Financial Statements

~~MED~~March ~~SPA~~31, ~~VACATIONS INC.~~2021

~~Notes~~Note to1 ~~the~~- ~~Unaudited~~Organization, ~~Financial~~Description ~~Statements~~of Business

~~September~~Med 30Spa Vacations, ~~2020~~Inc, (the “Company”), was incorporated in the State of Nevada on October 5, 2015. The Company’s office address is 610 Jones Ferry Road, Suite 207 Carrboro, NC.

~~NOTE~~The 1Company’s –original ~~ORGANIZATION~~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, ~~DESCRIPTION~~the OFCompany ~~BUSINESS~~has ~~AND~~been ~~GOING~~a ~~CONCERN~~shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”)

WeGoing ~~were~~forward, ~~incorporated~~the inCompany ~~the~~intends ~~State~~to ofseek, ~~Nevada~~investigate onand, ~~October~~if 5such investigation warrants, ~~2015~~engage in a business combination with a private entity whose business presents an opportunity for the Company’s shareholders. ~~Our~~No ~~office~~specific ~~address~~assets or businesses have been definitively identified and there is ~~23-25~~no ~~Mangrove~~certainty ~~Lane~~that ~~Taren~~any ~~Point,~~such ~~NSW~~assets ~~2229,~~or ~~Australia~~business will be identified or that any transactions will be consummated.

~~Description~~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 ~~Business~~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.

~~Our~~Note ~~plan~~2 ~~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.~~Summary ~~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 aSignificant ~~more~~Accounting ~~holistic balance in life. We were not successful in our efforts and discontinued that line of business.~~ Policies

~~Going~~Basis ~~forward,~~of wePresentation ~~intend~~of toUnaudited ~~seek,~~Interim ~~investigate~~Financial 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.Statements

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

~~The~~Use ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization~~ of ~~assets~~Estimates 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.Assumptions

The ~~ability~~preparation of ~~the~~financial ~~Company~~statements in conformity with GAAP requires management to ~~emerge~~make ~~from~~estimates ~~the~~and ~~early~~assumptions ~~stage~~that isaffect ~~dependent~~the ~~upon,~~reported ~~among~~amounts ~~other~~of ~~things,~~assets ~~obtaining~~and ~~additional~~liabilities ~~financing~~and todisclosure ~~continue~~of ~~operations,~~contingent assets and ~~development~~liabilities at the date of ~~its~~the ~~business~~financial ~~plan.~~statements Inand ~~response~~the toreported ~~these~~amounts ~~problems,~~of ~~management~~revenues ~~intends~~and toexpenses ~~raise~~during ~~additional~~the ~~funds~~reporting ~~through~~period. ~~public~~Actual orresults ~~private~~could ~~placement~~differ ~~offerings~~from those estimates.

~~These~~F-6 ~~factors,~~Table 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.~~Contents

~~NOTE~~Cash 2and -Cash ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Equivalents

~~Basis~~The Company considers all highly liquid instruments with a maturity of ~~Presentation~~three months or less at the time of ~~Unaudited~~issuance ~~Interim~~to ~~Financial~~be ~~Statements~~cash equivalents. The Company had $115,178and $0 in cash as of March 31, 2021 and December 31, 2020, respectively.

~~The~~Note ~~accompanying~~2 ~~unaudited~~– ~~interim~~Going ~~financial~~Concern 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, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the period ended September 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~~Going ~~Table~~concern ofand ~~Contents~~Liquidity Considerations

~~Recently~~The ~~Issued~~accompanying ~~Accounting~~financial ~~Pronouncements~~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, 2021, the Company has reoccurring losses from operations, an accumulated deficit of $446,045 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.

~~Management~~The ~~has~~ability ~~considered~~of ~~all~~the ~~recent~~Company ~~accounting~~to ~~pronouncements~~emerge ~~issued.~~from ~~The~~the ~~Company’s~~early ~~management~~stage ~~believes~~is ~~that~~dependent ~~these~~upon, ~~recent~~among ~~pronouncements~~other ~~will~~things, ~~not~~obtaining ~~have~~additional afinancing ~~material~~to ~~effect~~continue onoperations, ~~the~~and ~~Company’s~~development ~~unaudited~~of ~~interim~~its ~~financial~~business ~~statements~~plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

~~NOTE~~These 3factors, –among ~~RELATED~~others, ~~PARTY~~raise ~~TRANSACTIONS~~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.

~~During~~Note ~~the~~3 ~~nine~~– ~~months~~Note ~~ended~~Payable ~~September 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.~~

AsOn ofFebruary ~~September~~12, 302021, ~~2020~~the Company received a loan in the amount of $150,000 ~~and~~(the ~~December~~“Loan”) 31from Hometown International Inc., ~~2019~~a Nevada corporation (“Hometown”). To evidence the Loan, ~~there~~the ~~were~~Company issued a promissory note in the principal amount of $34150,~~322~~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 $332,~~447~~250 ~~due~~per toquarter, ~~related~~on ~~party~~the following dates: May 12, ~~respectively~~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.

~~F-7~~During ~~Table~~the three months ended March 31, 2021, the Company recorded interest expense of ~~Contents~~$1,159. As of March 31, 2021, the Company recorded promissory note of $150,000 and accrued interest of $1,159.

Note 4 – Related Party Transactions

During the three months ended March 31, 2021 and 2020, the Company’s controlling shareholder advanced tbe Company an amount of $78,184and $875, respectively, to pay certain expenses on behalf of the Company.

On February 4, 2021, the former majority shareholder of the Company, which was controlled by the Company’s former sole officer and director, canceled and released the Company from $118,506it was owed.

During the three months ended March 31, 2021, the Company paid $1,000management fee to the Company’s sole Director and Officer.

F-7

Table of Contents

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, in consideration for $4,345 ($0.001per share). The Cancelled Shares were returned to the Company’s number of authorized and unissued shares of Common Stock.

As of March 31, 2021, and December 31, 2020, the Company had10,005,000and 14,350,000shares 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 $2,500per month. The Tryon Consulting Agreement can be terminated by either party at any time, upon 30 days’ written notice.

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 $4,000per month. The Benzions Consulting Agreement can be terminated by either party, at any time, upon 30 days’ written notice.

Note 7 - Subsequent Events

None.

F-8

Table of Contents

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~~610 ~~Mangrove~~Jones ~~Lane~~Ferry Road, ~~Taren~~Suite ~~Point~~207, ~~NSW~~Carrboro, ~~Australia.~~NC 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 shareholders27510.

OnBecause ~~June~~we ~~20,~~were ~~2019,~~not ~~Mr.~~able ~~Ma, closed stock purchase and sale transactions pursuant~~ to ~~which~~raise hesufficient ~~sold~~capital ~~an aggregate of 10,000,000 restricted shares of the Company’s Common Stock,~~ to ~~certain~~execute ~~purchasers~~our atoriginal abusiness ~~purchase price of $0.035 per share~~plan, orwe andiscontinued ~~aggregate~~that ~~purchase~~line ~~price~~ of ~~$350,000~~business. 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~~The ~~forward,~~Company weis ~~intend~~a toshell ~~seek~~company, ~~investigate~~as ~~and,~~that ifterm ~~such~~is ~~investigation~~defined ~~warrants~~in Rule 12b-2 of the Exchange Act of 1934, ~~engage~~as inamended. The Company is seeking a business combination with a private entity whose business ~~presents~~would present an opportunity for ~~our~~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, 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.

Table of Contents

Results of Operations

Three~~-Month~~ ~~Period~~Months Ended ~~September~~March 3031, ~~2020~~2021 Compared to Three~~-Month~~ ~~Period~~Months Ended ~~September~~March 3031, ~~2019~~2020

Our results of operations for the three- months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 are summarized below:

	Three Months Ended
	September 30,
	March 31,
	2020			2019
	2021			2020			Change
Revenue	$	-		$	-		$	-
Operating expenses		-77,105			~~18,561~~-			77,105
Net loss	$	-		$	(18,561	)
Other (income) expenses		1,159			-			1,159
Net loss	$	(78,264	)	$	-		$	77,105

Revenues and Other Income

During the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, we did not realize any revenues from operations.

Operating Expenses

Operating expenses consisted entirely of professional fees of $075,535 inand $1,570 general and administrative expenses during the three months ended ~~September~~March 3031, ~~2020~~2021, compared to $~~18,561~~0 induring the three months ended ~~September~~March 3031, ~~2019~~2020. This increase is primarily the result legal and consulting fees of $60,500 and other miscellaneous professional fees of $13,035 for maintaining reporting status with the Securities and Exchange Commission (“SEC”).

Other Expenses

Other expenses consisted $1,159 interest of promissory note payable of $150,000.

Net Losses

WeAs a result of the foregoing, we incurred a net loss of $078,264, for the three months ended ~~September~~March 3031, ~~2020~~2021, compared to a net loss of $~~18,561~~0 for the corresponding ~~period~~the three months ended ~~September~~March 3031, ~~2019~~2020.

Nine Month Period Ended September 30, 2020 Compared to Nine Month Period Ended September 30, 2019

Our results of operations for the nine months ended September 30, 2020 and 2019 are summarized below:

	Nine Months Ended
	September 30,
	2020		2019
Revenue	$	-	$	-
Operating expenses	$	-	$	214,013
Net loss	$	-	$	(214,013	)

Revenues and Other Income

During the nine months ended September 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 nine month period ended September 30, 2020, compared to $214,013 in the nine month period ended September 30, 2019. The professional fess during the nine months ended September 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 $62,513, for getting current on our SEC filing requirements.

Net Losses

We incurred a net loss of $0, for the nine months ended September 30, 2020, compared to a net loss of $214,013 for the corresponding period ended September 30, 2019.

4 Table of Contents

Liquidity and Capital Resources

	September 30,			December 31,
	March 31,			December 31,
	2020			2019			Change
	2021			2020			Change
Cash	$	-		$	8,842		$	(8,842	)
Cash and cash equivalents	$	115,178		$	-		$	115,178
Total Assets	$	-115,178		$	~~8,842~~-		$	(8115,~~842~~178	)
Total Liabilities	$	34155,~~328~~922		$	4380,~~170~~986		$	(874,~~842~~936	)
Stockholders' Equity	$	(3440,~~328~~744	)	$	(3480,~~328~~986	)	$	-40,242
Working Capital Deficiency	$	(34,328	)	$	(34,328	)	$	-
Working Capital	$	(40,744	)	$	(80,986	)	$	40,242

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

As of ~~September~~March 3031, ~~2020~~2021, we had current assets of $0115,178, we had liabilities of $34155,~~328~~922, and our working capital deficit was $3440,~~328~~744. 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~~draws ~~not~~only ~~draw~~ 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 expense by one of our shareholders.

Table of Contents

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 $0446,045. In addition, our current liabilities exceed our current assets by $3440,~~328~~744. 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

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2020			2019
	2021			2020
Cash used in operating activities	$	(834,~~842~~822	)	$	~~(21,500~~-	)
Cash provided by Investing Activities	$	-		$	-
Cash provided by financing activities	$	-150,000		$	-
Net Change In Cash	$	(8115,~~842~~178	)	$	~~(21,500~~-	)

Operating Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, net cash used in operating activities was $834,~~842~~822, related to our net loss of $078,264, ~~increased~~reduced by aan ~~decrease~~increase in ~~accounts~~expenses ~~payable~~paid by related party of $974,~~717~~184 and ~~decreased~~increased by ana ~~increase~~decrease in ~~expenses~~accounts ~~paid~~payable byand ~~related~~accrued ~~party~~liabilities of $~~875~~30,742.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020, net cash used in operating activities was $210,~~500,~~ related to our net loss of $~~195~~0,~~452,~~ reduced by an increase in expenses paid by related party of $~~174,290,~~875 and increased by a decrease in accounts payable and accrued liabilities of $~~338~~875.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, the Company’s sole Director and Officer paid $~~875~~74,184 and $~~174~~875,~~290~~ respectively, on behalf of the Company for business operation purpose~~, respectively~~.

5 Table of Contents

Investing Activities

The Company did not use any funds for investing activities during the ~~nine-~~three months ~~periods~~ ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020.

Financing Activities

The Company ~~did~~provided ~~not~~$150,000 ~~use~~and ~~any~~$0 ~~funds~~by ~~for~~ financing activities during the ~~nine-~~three months ~~periods~~ ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively. On February 12, 2021, the Company received a loan in the amount of $150,000, with a maturity date of February 11, 2022.

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.

Off-Balance Sheet Arrangements

We have ~~never~~no ~~entered~~significant ~~into any~~ off-balance sheet ~~financing~~ arrangements ~~and~~that have ~~not~~or ~~formed~~are ~~any~~reasonably ~~special~~likely ~~purpose~~to ~~entities.~~have Wea ~~have~~current ~~not~~or ~~guaranteed~~future ~~any~~effect ~~debt~~on our financial condition, changes in our financial condition, revenues or ~~commitments~~expenses, results of ~~other~~operations, ~~entities~~liquidity, capital expenditures or ~~entered~~capital ~~into~~resources ~~any~~that ~~options~~are onmaterial ~~non-financial~~to ~~assets~~our stockholders.

Table of Contents

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~~March 3031, ~~2020~~2021, that occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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~~March 3031, ~~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.

7 Table of Contents

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.		Description
4.1		Promissory Note, dated February 12, 2021, in the principal amount of $150,000, filed by the Company on current report on Form 8-K dated February 19, 2021 and incorporated herein by reference
10.1		Consulting Agreement with Tryon Capital, LLC, dated February 5, 2021, filed by the Company on current report on Form 8-K dated February 10, 2021 and incorporated herein by reference
10.2		Consulting Agreement by and between the Company and Benzions LLC, dated March 1, 2021, filed by the Company on current report on Form 8-K dated February 19, 2021 and incorporated herein by reference
31.1 / 31.2 *		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial and Accounting Officer
32.1 / 32.2 *		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

87 Table of Contents

SIGNATURES

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

	MED SPA VACATIONS INC.
Dated: January 22, 2021	By:	/s/ OuYang XingYing
Dated: April 21, 2021	By:	/s/ John D. Rollo
	Name:	~~OuYang~~John ~~XingYing~~D. Rollo
	Title:	President, Treasurer and Secretary(Principal Executive Officer and Principal Financial and Accounting Officer)

Filing Compare · MED SPA VACATIONS INC.