UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~May~~August 31, 2023

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

For the transition period from ______ to _______

Commission File No. 333-264308

MEDIES

(Exact name of registrant as specified in its charter)

Wyoming

7812

98-1651594

(State or other jurisdiction of

incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification Number)

2100 Geng Road, Suite 210, Palo Alto, CA 94303 (~~Address,~~650) ~~including zip code, and telephone number,~~719-5286

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

(650) 719-5286 Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	MEDE	OTC Markets

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of ~~May~~August 31, 2023
Common Stock: $0.0001	6,666,500

TABLE OF CONTENTS

PART 1	FINANCIAL INFORMATION	3
Item 1	Financial Statements (Unaudited)	3
	Review Report of Independent Registered Public Accountant Firm	3
	Balance Sheets as of May 31, 2023 (Unaudited) and as of February 28, 2023 (Audited)	4
	Balance Sheets as of August 31, 2023 (Unaudited) and as of February 28, 2023 (Audited)	4
	Statement of Operations for the three months ended May 31, 2023 and 2022 (Unaudited)	5
	Statement of Operations for the three and six months ended August 31, 2023 and 2022 (Unaudited)	5
	Statement of Stockholders’ Equity (Deficit) for three months ended May 31, 2023 and 2022 (Unaudited)	6
	Statement of Stockholders’ Equity (Deficit) for six months ended August 31, 2023 and 2022 (Unaudited)	6
	Statement of Cash Flows for three months ended May 31, 2023 and 2022 (Unaudited)	7
	Statement of Cash Flows for six months ended August 31, 2023 and 2022 (Unaudited)	7
	Notes to the Unaudited Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	15
Item 4	Controls and Procedures	14
PART II.	OTHER INFORMATION	16
PART II	OTHER INFORMATION	15
Item 1	Legal Proceedings	1615
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	1615
Item 4	Mine safety disclosures	1615
Item 5	Other Information	1615
Item 6	Exhibits	1715
	Signatures	16

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders Medies Inc.

Cheyenne, Wyoming

Results of Review of Interim Financial Statements

We have reviewed the accompanying balance sheet of Medies Inc. as of ~~May~~August 31, 2023 and the related statement of operation, stockholders’ equity, and cash flows for the three-months then ended, and the related notes collectively referred to as the interim financial statements. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for it them to be in conformity with accounting principles generally accepted in the United States of America.

Basis for Review Results

These interim financial statements are the responsibility of the entity’s management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("“PCAOB"”). We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Bush & Associates CPA LLC

Henderson, Nevada

~~July 15~~October 11, 2023

MEDIES ~~BALANCE SHEETS~~

	MAY 31, 2023 (Unaudited)			FEBRUARY 28, 2023 (Audited)
ASSETS
Current Assets
Cash & cash equivalents	$	850		$	1,862
Total current assets		850			1,862
Non-Current assets
Intangibles (net)		24,918			28,183
Equipment (net)		28,778			30,725
Total non-Current assets		53,696			58,908
TOTAL ASSETS	$	54,546		$	60,770
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued expenses	$	1,113		$	1,001
Loans from related parties		55,467			55,467
Total current liabilities		56,580			56,468
Non-Current Liabilities
Note Payable - RP		12,500			12,500
Accounts Payable		25,500			25,500
Total non-current liabilities		38,000			38,000
Total Liabilities		94,580			94,468
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 90,000,000 shares authorized: 6,666,500 shares issued and outstanding as of May 31, 2023 & February 28, 2023 respectively		667			667
Additional Paid-In-Capital		26,899			26,899
Accumulated Deficit		(67,600	)		(61,264	)
Total Stockholders’ equity (deficit)		(40,034	)		(33,698	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	54,546		$	60,770

BALANCE SHEETS

	AUGUST 31, 2023 (Unaudited)			FEBRUARY 28, 2023 (Audited)
ASSETS
Current Assets
Cash & cash equivalents	$	426		$	1,862
Total current assets		426			1,862
Non-Current assets
Intangibles (net)		21,653			28,183
Equipment (net)		26,831			30,725
Total non-Current assets		48,484			58,908
TOTAL ASSETS	$	48,910		$	60,770

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued expenses	$	4,820		$	1,001
Loans from related parties		58,917			55,467
Total current liabilities		63,737			56,468
Non-Current Liabilities
Note Payable - RP		12,500			12,500
Accounts Payable		25,500			25,500
Total non-current liabilities		38,000			38,000
Total Liabilities		101,737			94,468

Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 90,000,000 shares authorized: 6,666,500 shares issued and outstanding as of August 31, 2023 & February 28, 2023 respectively		667			667
Additional Paid-In-Capital		26,899			26,899
Accumulated Deficit		(80,393	)		(61,264	)
Total Stockholders’ equity (deficit)		(52,827	)		(33,698	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	48,910		$	60,770

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

MEDIES ~~STATEMENTS OF OPERATIONS (UNAUDITED)~~

	For the period from March 01, 2023 to May 31, 2023			For the period from March 01, 2022 to May 31, 2022
Revenue	$	–		$	–
Gross Profit		–			–
Operating Expenses
Legal & professional		695			–
General and administrative expenses		5,469			9,939
Total Operating expenses		(6,164	)		(9,939	)
Other Income / (Expense)
Interest Expense		(172	)		–
Total Other Income / (Expense)		(172	)		–
Income (Loss) before provision for income taxes		(6,336	)		(9,939	)
Provision for income taxes		–			–
Net income (loss)	$	(6,336	)	$	(9,939	)
Income (loss) per common share: Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding: Basic and diluted		6,666,500			4,000,000

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended August 31, 2023			Three months ended August 31, 2022			Six months ended August 31, 2023			Six months ended August 31, 2022

Revenue	$	–		$	1,598		$	–		$	1,598
Gross Profit		–			1,598			–			1,598

Operating Expenses
Legal & professional		7,255			–			7,950			–
General and administrative expenses		5,366			7,237			10,835			17,176
Total Operating expenses		12,621			7,237			18,785			17,176
Other Income / (Expense)
Income		–			48			–			48
Interest Expense		172			–			344			–
Total Other Income / (Expense)		(172	)		48			(344	)		48

Income (Loss) before provision for income taxes		(12,793	)		(5,591	)		(19,129	)		(15,530	)

Provision for income taxes		–			–			–			–

Net income (loss)	$	(12,793	)	$	(5,591	)	$	(19,129	)	$	(15,530	)

Income (loss) per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding:
Basic and diluted		6,666,500			4,034,456			6,666,500			4,017,228

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

MEDIES ~~STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD ENDED MAY 31, 2023 & 2022 (UNAUDITED)~~

	Number of Common Shares		Amount		Additional Paid-In-Capital		Accumulated Deficit			Total
Balance at February 28, 2023		6,666,500	$	667	$	26,899	$	(61,264	)	$	(33,698	)
Net loss for the period		–		–		–		(6,336	)		(6,336	)
Balance as of May 31, 2023		–	$	–	$	–	$	(67,600	)	$	(40,034	)
Balance as of February 28, 2022		4,000,000	$	400	$	–	$	(639	)	$	(239	)
Net loss for the period		–		–		–		(9,939	)		(9,939	)
Balance as of May 31, 2022		4,000,000	$	400	$	–	$	(10,578	)	$	(10,178	)

STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIOD ENDED AUGUST 31, 2023 & 2022 (UNAUDITED)

	Number of Common Shares		Amount ($)		Additional Paid-In-Capital ($)		Accumulated Deficit ($)			Total ($)
Balance at February 28, 2023		6,666,500	$	667	$	26,899	$	(61,264	)	$	(33,698	)
Net loss for six months ended August 31, 2023		–		–		–		(19,129	)		(19,129	)
Balance as of August 31, 2023		6,666,500	$	667	$	26,899	$	(80,393	)	$	(52,827	)



Balance as of February 28, 2022		4,000,000	$	400	$	–	$	(639	)	$	(239	)
Shares issued at offering price 0.01		1,195,000		120		12,071		–			12,191
Net loss for six months period ended August 31, 2022		–		–		–		(15,530	)		(15,530	)
Balance as of August 31, 2022		5,195,000	$	520	$	12,071	$	(16,169	)	$	(3,578	)

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

MEDIES ~~STATEMENTS OF CASH FLOWS (UNAUDITED)~~

	For the period ended May 31, 2023			For the period ended May 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,336	)	$	(9,939	)
Adjustment as of non-cash items:
Amortization		3,265			2,223
Depreciation		1,947			1,947
Changes in operating assets and liabilities
Increase in accrued expenses		112			2,269
Net cash provided by (used in) Operating activities		(1,012	)		(3,500	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangible & non- current assets		–			–
Net cash provided by (used in) Investing activities		–			–
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		–			–
Proceeds of loan from shareholder		–			3,500
Proceeds from Note Payable - RP		–			–
Net cash provided by Financing activities		–			3,500
Increase (decrease) in cash and equivalents		(1,012	)		–
Cash and equivalents at beginning of the period		1,862			400
Cash and equivalents at end of the period	$	850		$	400
Supplemental cash flow information:
Cash paid for:
Interest	$	–		$	–
Taxes	$	–		$	–

STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the period ended August 31, 2023			For the period ended August 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(19,129	)	$	(15,530	)
Adjustment as of non-cash items;
Amortization		6,530			4,446
Depreciation		3,894			3,894
Changes in operating assets and liabilities
Increase in accrued expenses		3,819			–
Net cash provided by (used in) Operating activities		(4,886	)		(7,190	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangible & non- current assets		–			(12,500	)
Net cash provided by (used in) Investing activities		–			(12,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		–			12,191
Proceeds of loan from shareholder		3,450			9,185
Proceeds from Note Payable - RP		–			12,500
Net cash provided by Financing activities		3,450			33,876

Increase (decrease) in cash and equivalents		(1,436	)		14,186
Cash and equivalents at beginning of the period		1,862			400
Cash and equivalents at end of the period	$	426		$	14,586

Supplemental cash flow information:
Cash paid for:
Interest	$	–		$	–
Taxes	$	–		$	–

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

MEDIES ~~NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 31, 2023~~

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2023

NOTE 1 – ORGANIZATION AND BUSINESS

MEDIES. (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on February 08, 2022. The ~~Company’s~~company ~~business~~intends ~~concerns~~to commence operations concerning a unique motion picture streaming service in the domain of visual arts and metaverse.

The Company has adopted February 28 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of ~~May~~August 31, 2023 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (February 08, 2022) to ~~May~~August 31, 2023 of $6780,~~600~~393. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

During the quarter ended ~~May~~August 31, 2023, no stock-based compensation was issued. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~May~~August 31, 2023.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loans payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Foreign currency translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from services.

Revenue is recognized when the following criteria are met:

	-	Identification of the contract, or contracts, with customer.
	-	Identification of the performance obligations in the contract.
	-	Determination of the transaction price.
	-	Allocation of the transaction price to the performance obligations in the contract; and
	-	Recognition of revenue when, or as, we satisfy performance obligation.

Recent Pronouncements

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

Fixed Assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

The Company utilizes straight-line depreciation over the estimated useful life of the asset.

Office Equipment – 5 years

Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

NOTE 4 – EQUIPMENT (NET)

Company acquired equipment as on February 10, 2022 for $38,930.

The Company depreciates its property using straight-line depreciation over the estimated useful life of 5 years.

For the quarter ended ~~May~~August 31, 2023 & 2022 the company recorded $1,947 in depreciation expense. From inception (February 08, 2022) through ~~May~~August 31, 2023 the company has recorded a total of $1012,~~152~~099 in depreciation expense.

NOTE 5 – INTANGIBLE ASSETS

The company acquired Intangible consisting of various software for $1,180 as on February 10, 2022 while Intangible consisting of website (Meta Movement & related property rights) of $25,500 was purchased as on February 28, 2022. As on August 31, 2022, Company acquired licensing rights to the dance motion picture entitled “The Architect” of $12,500. The Company amortize its intangibles using straight-line depreciation over the estimated useful life of 3 years.

For the quarter ended ~~May~~August 31, 2023 & 2022 the company recorded $3,265 & $2,223 in amortization expenses respectively. From inception (February 08, 2022) through ~~May~~August 31, ~~2023~~ 2023 the company has recorded a total of $1417,~~262~~527 in amortization expense.

NOTE 6 – CAPITAL STOCK

The Company has 90,000,000 shares of common stock authorized with a par value of $0.0001 per share.

In February 2022, the Company issued 4,000,000 shares of its common stock at $0.0001 per share for total proceeds of $400.

In August 2022, the Company issued 1,180,000 shares of its common stock at $0.01 per share for total proceeds of $12,041.

In the month of September 2022 & October 2022, the Company issued 1,486,500 shares of its common stock at $0.01 per share for total proceeds of $14,858.

As of ~~May~~August 31, 2023 & February 28, 2023, ~~the~~ the Company had 6,666,500 shares issued and outstanding respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.

~~Since~~During ~~inception~~the ~~(February~~period ~~08,~~ended ~~2022)~~August ~~through May~~ 31, 2023, ~~the~~Mr. ~~Company’s sole officer and director~~ Kenneth loaned the ~~Company~~company $403,~~110~~450 into ~~exchange~~pay ~~for~~off ~~assets & $19,763 was paid on behalf of~~ company’ professional ~~and legal~~ fee.

~~During~~As ~~the year, loan~~ of $4August 31,~~607~~ ~~have~~2023 ~~been~~& ~~returned to~~February ~~the director. As of May 31~~28, 2023, the amount outstanding was $58,917 and $55,467 respectively. The loan is non-interest bearing, due upon demand and unsecured.

As on ~~May~~August 31, 2023, $12,500 stands as Note ~~payable~~ payable to Mr. Kenneth under long term liability with interest 5.5% per annum and is payable on August 31, 2025. Interest accrued over this loan as of ~~May~~August 31, 2023, is $~~573~~745.

11NOTE 8 – INCOME TAXES

~~NOTE~~The 8reconciliation -of ~~INCOME~~income ~~TAXES~~tax benefit at the U.S. statutory rate of 21% for the quarter ended August 31, 2023 & for the recent fiscal year ended February 28, 2023 to the company’s effective tax rate are as follows:

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the quarter ended May 31, 2023 & for the recent fiscal year ended February 28, 2023 to the company’s effective tax rate are as follows:

Schedule of income tax expense	August 31, 2023			February 28, 2023
Tax benefit at U.S. statutory rate	$	4,017		$	12,655
Change in valuation allowance		(4,017	)		(12,655	)
Income tax expense	$	–		$	–

Schedule of income tax expense	May 31, 2023			February 28, 2023
Tax benefit at U.S. statutory rate	$	1,331		$	12,655
Change in valuation allowance		(1,331	)		(12,655	)
Income tax expense	$	–		$	–

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at August 31, 2023 & February 28, 2023 are as follows:

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at May 31, 2023 & February 28, 2023 are as follows:

Deferred tax assets:	August 31, 2023			February 28, 2023
Net operating loss	$	4,017		$	12,655
Valuation allowance		(4,017	)		(12,655	)
Deferred tax assets, net	$	–		$	–

Schedule of deferred tax assets
Deferred tax assets:	May 31, 2023			February 28, 2023
Net operating loss	$	1,331		$	12,655
Valuation allowance		(1,331	)		(12,655	)
Deferred tax assets, net	$	–		$	–

The Company has approximately $80,393 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2041. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

The Company has approximately $67,600 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2041. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events to the date these financial statements were issued and has determined that there are no items to disclose.

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "“forward-looking statements"” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "“Act"”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "“may,"” "“will,"” "“expect,"” "“believe,"” "“anticipate,"” "“estimate,"” "“approximate"” or "“continue,"” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management'’s best judgment as to what occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Employees and Employment Agreements

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three and Six Months Ended ~~May~~August 31, 2023 & 2022:

During the three months ended ~~May~~August 31, 2023 & 2022, we have generated $0 & $1,598 in revenues respectively.

Our net loss for the three months ended ~~May~~ August 31, 2023 & 2022 was $612,~~336~~793 and $5,591 respectively. Operating expenses consist of mainly legal and professional fees, depreciation and amortization expenses & other administrative expenses.

During ~~three~~the six months ended ~~May~~August 31, 2023 & 2022, we have generated $0 and $1,598 in revenues respectively.

Our net loss for ~~three~~six months ended ~~May~~August 31, ~~2022~~2023 & 2022 was $919,~~939~~129 and $15,530 respectively. Operating expenses consist of mainly legal and professional fees, depreciation and amortization expenses & other administrative expenses.

Liquidity and Capital Resources

As of ~~May~~August 31, 2023, our total assets were $5448,~~546~~910 consisting of intangibles $2421,~~918~~653, equipment $2826,~~778~~831 and cash and cash equivalents of $~~850~~426. As of ~~May~~August 31, 2023, our total liabilities were $94101,~~580~~737. Total current liabilities were $5663,~~580~~737 consisting of accrued expenses $ 4,820 and related party loans $58,917. While total non-current liabilities of $38,000 comprises of notes payable to related party $12,500 and accounts payable of $25,500.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For ~~three~~six months ended ~~May~~August 31, 2023 & 2022, net cash flows used in operating activities were ($14,~~012~~886) & ($37,~~500~~190) respectively.

Cash Flows from Investing Activities

As of ~~May~~August 31, 2023 & 2022, net cash flows used in investing activities were $0 & ($12,500) respectively.

Cash Flows from Financing Activities

We have generated $03,450 cash flows from financing activities in ~~May~~August 31, 2023. For ~~three~~six months ended ~~May~~August 31, 2023 & 2022, we generated net cashflows of $03,450 & $333,~~500~~876 respectively. ~~Cashflows generated on May 31, 2022 were the proceeds from related party loans.~~

Cashflows generated on August 31, 2023 were the proceeds from related party loans. Cashflows generated on August 31, 2022 were the proceeds from related party loans, stock issuance and note payable.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The financial statements have been prepared "“assuming that we will continue as a going concern,"” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Estimates

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "“smaller reporting company"” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company'’s internal control over financial reporting during the nine months period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company'’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended ~~May~~August 31, 2023.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit 31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

1615

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 14, 2023		Medies
Dated: October 13, 2023		Medies.
		By: /s/ Kenneth Tindall
		Kenneth Tindall
		Kenneth Tindall, Chief Executive Officer and Founder
		Chief Executive Officer & Founder
Dated: October 13, 2023		Medies.
Dated: July 14, 2023		Medies
		By: /s/ Kenneth Tindall
		Kenneth Tindall
		Kenneth Tindall, Chief Financial Officer and Founder
		Chief Financial Officer & Founder

1716

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