10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended August 31, 2016

  ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission file number:   333-180954

Joey New York Inc.

(Exact name of small business issuer as specified in its charter)

Nevada	68-0682410
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Trump Tower I, 16001 Collins Ave. #3202,

          Sunny Isles Beach, FL 33160        

(Address of principal executive offices)

                                (305) 948-9998                               

(Registrants telephone number, including area code)

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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, or a smaller reporting company; as defined within Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐ Yes    ☒ No

The number of shares outstanding of each of the issuer's classes of common equity as of October 23, 2016 was 27,862,019 shares of common stock.

 Contents

Part 1	FINANCIAL INFORMATION
Item 1	Consolidated Financial Statements (unaudited)
	Consolidated Balance Sheets at August 31, 2016 and February 29, 2016 (unaudited)	4
	Consolidated Statements of Operations for the three and six month periods ending August 31, 2016 and 2015 (unaudited)	5
	Consolidated Statements of Cash Flows for the three month periods ending August 31, 2016 and 2015 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 4.	Controls and Procedures	15
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Mine Safety Disclosures	16
Item 5	Other Information	16
Item 6	Exhibits	17
	SIGNATURES	18

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EXPLANATORY NOTE

Joey New York, Inc. is filing this Amendment No. 1 to the Form 10-Q for the period ended August 30, 2016, previously filed on October 24, 2016, to include XBRL and pro forms financial information relative to the Company's acquisition of Reflex Productions, Inc.

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Joey New York, Inc.

Financial Statements

For the Three and Six Months Ended August 31, 2016

	Page
Financial Statements (Unaudited):
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Cash Flows	6
Notes to Audited Consolidated Financial Statements	7

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Joey New York, Inc.

Consolidated Balance Sheets

As of August 31, 2016 and 2015

(Unaudited)

	August 31, 2016			February 29, 2016
Assets
Current assets
Cash and cash equivalents	$	18,929		$	7,903
Accounts receivable, net		275			132
Inventory		75,690			43,326
Total current assets		94,894			51,361
Goodwill		75,588			-
Property and equipment, net		21,178			3,457
Total assets	$	191,660		$	54,818
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	321,953		$	156,975
Accrued liabilities		508,142			424,135
Shareholder advances – related party		628,570			612,737
Notes payable – related party		3,000,000			3,000,000
Total current liabilities		4,458,665			4,193,847
Total liabilities		4,458,665			4,193,847
Commitments and Contingencies
Stockholder's deficit
Preferred stock, 100,000,000 shares authorized; no shares     issued or outstanding		-			-
Common stock, $0.001 par value; 500,000,000 shares     authorized; 27,862,019 and 351,926 shares issued and     outstanding		27,862			352
Additional paid in capital		(2,625,711	)		(2,740,864	)
Stock subscription receivable		(1,000	)		-
Accumulated deficit		(1,668,156	)		(1,398,517	)
Total stockholder's deficit		(4,267,005	)		(4,139,029	)
Total liabilities and stockholder's deficit	$	191,660		$	54,818

The accompanying notes are an integral part of these financial statements

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Joey New York, Inc.

Consolidated Statements of Operations

For the periods ended August 31, 2016 and 2015

(Unaudited)

	Three Months Ended August 31,						Six Months Ended August 31,
	2016			2015 (Restated)			2016			2015 (Restated)
Revenues	$	45,570		$	17,306		$	45,713		$	54,291
Cost of sales		1,931			19,377			1,973			42,662
Gross margin		43,639			(2,071	)		43,740			11,629
Operating expenses		178,578			18,165			223,059			86,217
Loss from operations		(134,938	)		(20,236	)		(179,320	)		(74,587	)
Other (expense)
Interest expense		(46,206	)		(44,227	)		(90,319	)		(88,841	)
Loss before income taxes		(181,144	)		(64,463	)		(269,639	)		(163,428	)
Provision (benefit) for income taxes		-			-			-			-
Net loss	$	(181,144	)	$	(64,463	)	$	(269,639	)	$	(163,428	)
Basic and diluted loss per share	$	(0.03	)	$	(0.18	)	$	(0.07	)	$	(0.47	)
Weighted average shares outstanding		6,997,796			350,471			3,678,556			349,948

The accompanying notes are an integral part of these financial statements

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Joey New York, Inc.

Consolidated Statements of Cash Flows

For the six months ended August 31, 2016 and 2015

(Unaudited)

	2016			2015 (Restated)
Cash flows from operating activities
Net loss	$	(269,639	)	$	(163,428	)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		674			327
Changes in operating assets and liabilities:
Accounts receivable		(143	)		(22,276	)
Inventory		(32,364	)		9,856
Accounts payable		164,978			92,390
Accrued expenses		158,007			-
Net cash provided by (used in) operating activities		21,513			(83,130	)
Cash flows from investing activities
Purchases of property and equipment		(18,395	)		(1,219	)
Net cash used in investing activities		(18,395	)		(1,219	)
Cash flows from financing activities
Proceeds from the sale of common stock		-			50,005
Proceeds from related party advances		7,908			30,681
Net cash from financing activities		7,908			80,686
Net change in cash and cash equivalents		11,026			(3,663	)
Cash and cash equivalents, beginning of period		7,903			5,063
Cash and cash equivalents, end of period	$	18,929		$	1,400
Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash investing activities
Common shares issued for acquisition of subsidiary	$	75,588		$	-
Non-cash financing activities
Accrued expenses waived for common shares	$	74,000

The accompanying notes are an integral part of these financial statements

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 1.  NATURE OF BUSINESS

ORGANIZATION

Joey New York, Inc. ("the Company") was incorporated under the laws of the State of Nevada on December 22, 2011.  Effective August 27, 2013, the Board of Directors approved a name change to Joey New York, Inc.  On May 12, 2014, the Company merged with a Florida limited liability company, RAR Beauty, LLC, which distributes natural skin care and beauty products on the wholesale and retail levels and operates under the name of Joey New York and with Pronto Corp a registered company.  The Company accounted for the acquisition as a reverse merger whereby, the operations of RAR Beauty, LLC is the continuing entity for financial reporting purposes and the former members of RAR Beauty, LLC owning approximately 75% of the Company.  On May 12, 2014, RAR Beauty, LLC became a wholly owned subsidiary of the Company.

On February 26, 2016 Joey New York, Inc. ("JOEY" or the "Company") entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc..   As part of that merger, each 200 shares of our common stock were exchanged for one share in the surviving company.  The officers and directors of JOEY remain the officers and directors subsequent to the merger.  The reverse exchange ratio of 1 share for 200 shares became effective on August 1, 2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA").

The Company through its wholly owned subsidiary, RAR Beauty, LLC doing business under the name Joey New York, distributes natural skin care and beauty products on wholesale and retail levels.

The Company's headquarters is based in Sunny Isles Beach, Florida. The Company seeks to increase market share and introduce its product line through multiple channel markets. The Company faces competition from nationally recognized firms that may have greater resources of personnel, capitalization, and reputation. The Company has therefore concentrated its efforts on product quality and performance.

Joey New York product lines include skin care treatments and beauty enhancements that are health conscious, effective and affordable. In keeping with our beauty mission, we have utilized the water from tender young green coconuts, blended with Indian ginseng extract, into our new fast-acting QUICK RESULTS skincare collection.

NOTE 2. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended August 31, 2016, are not necessarily indicative of the results that may be expected for the year ending February 29, 2016.  These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016, as filed with the Securities and Exchange Commission ("SEC") on June 2, 2016.

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. general 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, "Earnings Per Share."  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at August 31, 2016 and August 31, 2015.  Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of August 31, 2016, the Company had no dilutive potential common shares.

COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of August 31, 2016.

RECENTLY ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB (Accounting Standards Update, including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 4. GOING CONCERN

The accompanying consolidated 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.  For the six months ended August 31, 2016 the Company has incurred a loss from operations of $269,639. The Company has a history of losses resulting in an accumulated deficit of $1,668,156 as of August 31, 2016.    The Company has negative working capital, in the amount of $(4,267,005), as of August 31, 2016.  The Company intends to fund operations and continuing product development through debt and equity financing arrangements, which efforts may be insufficient to fund its capital expenditures, working capital and other cash requirements.  The Company cannot be certain that it will be successful in its efforts to attain such capital or that the terms of capital will be at acceptable terms.

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

NOTE 5.  PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues.  As of August 31, 2016 and February 29, 2016:

	August 31, 2016		February 29, 2016
Property and equipment	$	29,250	$	10,459
Less accumulated depreciation		8,072		7,002
Property and equipment, net	$	21,178	$	3,457

Depreciation for the six months ending August 31, 2016 and August 31, 2015 was $674 and $327, respectively.

NOTE 6.  RELATED PARTY TRANSACTIONS

The Company's management has advanced funds and has made payments on behalf of the Company for the purpose of meeting obligations.  These accumulated advances have been formalized by demand notes payable and accrue interest at 2.6%.  The Company is indebted to its two majority shareholders for an aggregate amount of $628,570 and $612,738, as of August 31, 2016 and February 29, 2016, respectively.

Amounts advanced during the six month periods ended August 31, 2016 and 2015 amounted to $18,633 and $30,681, respectively.

Effective August 11, 2016 Joey New York, Inc. acquired Reflex Productions, Inc. from principals of the Joey New York in consideration for the issuance of 25,000,000 shares of common stock. See Note 9 for more details.

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 7. LONG-TERM DEBT

On May 12, 2014, in accordance with the acquisition agreement, the Company issued promissory notes payable, amounting $3,000,000 to its two majority shareholders.  The terms of the notes (2, each at $1,500,000) are at a stated interest rate of 5% and mature on May 12, 2016.

On May 12, 2016, the promissory notes were renewed and are at a stated interest rate of 5% and mature on May 12, 2017.

NOTE 8.  EQUITY

The Company is authorized to issue 500,000,000 shares of $0.001 par value common stock and 100,000,000 shares of preferred stock.

On February 26, 2016 the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc.. As part of that merger, each 200 shares of our common stock were exchanged for one share in the surviving company.  The officers and directors of JOEY remain the officers and directors subsequent to the merger.  The reverse exchange ratio of 1 share for 200 shares will became effective on August 1, 2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA").  All share information in this report is presented on a post-exchange basis.

During the three months ended August 31, 2016, the Company issued 27,500,093 shares of common stock, 25,000,000 of which were issued in order to acquire a 100% interest in Reflex Productions, Inc.  2,500,000 shares were issued upon conversion of debt to an accredited investor.

In connection with the acquisition mentioned above, the Company also issued 42,000,000 warrants. Both the warrants and the 25,000,000 shares issued to the investor were discounted by 100% of the standard valuation methodology as the Company recently experienced a 1 to 200 reverse stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued. See Note 9 below.  See Note as the Company recently experienced a 100 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued.

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 9: ACQUISITION OF THE REFLEX PRODUCTIONS, INC.

On August 11, 2016, the Company entered into a purchase agreement for the acquisition of 100% of the common stock of Reflex Productions, Inc. (Reflex) Reflex provides clinical cosmetic procedures including Botox injections and other cosmetic procedures.

In exchange for the common stock of Reflex the Company issued 25,000,000 restricted shares of its common stock and 42,000,000 warrants to the owners of Reflex. The entirety of the value of the equity instruments issued was recorded as goodwill. Net assets acquired in the acquisition consisted of the following:

Description	Amount
Cash	$	8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(104,936	)
Net assets acquired (liabilities assumed)		(75,588	)
Value of shares issued		-
Goodwill recorded on acquisition	$	(75,588	)

The Company has used an estimate of the shares and warrants issued for the ownership interest in Reflex as consideration for the acquisition. We do not feel as though there are significant enough operations to determine a fair value of the entity and management's assumptions as to projected revenue and costs have not been born out in initial operations.

Additionally, the shares and warrants issued have been discounted by approximately 100% of the standard valuation methodology as the Company recently experienced a 200 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued.

Reflex accounts are consolidated in these financial statements, in accordance with generally accepted accounting principles. Operations of Reflex have been consolidated from the date of acquisition or August 11, 2016.

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

Below is a pro forma statement of operations, showing the results of the six months ended August 31, 2016 as if the Reflex acquisition had taken place at the beginning of the period. There are no significant adjustments reflected in the pro forma information below, other than the inclusion of Reflex's results from February 28, 2016 to August 11, 2016, and routine consolidation adjustments as required by generally accepted accounting principles.

	Six months ended August 31, 2016 (historical)			Pro forma adjustments			Six months ended August 31, 2016 (pro forma)
Revenues	$	45,713		$	132,343		$	178,056
Cost of sales		1,973			68,592			70,565
Gross margin		43,740			63,751			107,491
Operating expenses		223,059			168,612			391,671
Loss from operations		(179,320	)		(104,860	)		(284,180	)
Other (expense)
Interest expense		90,319			-			90,319
Net loss	$	(269,639	)	$	(104,680	)	$	(374,499	)

Since Reflex only began significant operations in the quarter ended August 31, 2016, it is difficult to predict future financial results from the historical financial statements presented above. As a result, we have also prepared a projection of the statement of operations for the year ended February 28, 2017, based on certain assumptions. This financial projection is inherently susceptible to error, and actual results often differ from predicted ones. In preparing this projection, we extrapolated the results of the quarter ended August 31, 2016 and applied them to the subsequent two quarters. In addition, we made adjustments to cost of goods sold and operating expenses, increasing cost of goods sold by $40,000 to account for the historical results being skewed by large rebates, and decreasing operating expenses by $75,000 to account for a projected decrease over time in marketing and other start-up costs. The following should be taken as an illustration of possible results given the above assumptions, and not as a guarantee of actual results:

	Year ended February 28, 2017 (projected)
Revenues	$	438,689
Cost of sales		197,083
Gross margin		241,606
Operating expenses		540,312
Loss from operations		(298,707	)
Other (expense)
Interest expense		182,731
Net loss	$	(481,438	)

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Joey New York, Inc.

Notes to Consolidated Financial Statements

August 31, 2016

(Unaudited)

NOTE 10.  COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Related Party

The controlling members have pledged support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of these parties in the immediate future, in order to meet its current obligations, until such time that revenues are generated to meet all current obligations or until such time that adequate capital is raised for its growth plans.

The Company has limited needs for office administration and does not own or lease property or lease office space. The office space used by the Company was arranged by the officers and directors of the Company to use at no charge.

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Legal and other matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company.   The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 11. SUBSEQUENT EVENTS

Effective October 11, 2016 the Company through its wholly-owned subsidiary Reflex Productions, Inc. entered into a Limited Liability Company Agreement with Smith & Popov, LLC for the formation of 4BG Beauty LLC.  Reflex has a 51% interest in this joint venture limited liability company.  The intention of this venture is to operate the Company's LABB operations.

Management has evaluated subsequent events through the date of filing the consolidated financial statements with the Securities and Exchange Commission, the date the consolidated financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure, other than as disclosed above.

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

GENERAL

Joey New York, Inc. was incorporated under the laws of the State of Nevada on December 22, 2011.  Our registration statement has been filed with the Securities and Exchange Commission on April 26, 2012 and was declared effective on August 27, 2012.  The Company completed the acquisition of an entity, RAR Beauty, LLC on May 12, 2014 and currently operates as a distributor of natural skin care and beauty products on the wholesale and retail levels.

 Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated financial statements, which are included elsewhere in this Form 10-Q (the "Report"). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, on our Annual Report on Form 10-K and on our filings of Form 8-K with the Securities and Exchange Commission. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

RESULTS OF OPERATION

Six months ending August 31, 2016 and August 31, 2015:

Revenues were $45,713 and $54,291 for the six months ending August 31, 2016 and August 31, 2015, respectively.  Our gross profit was 43,740 and $11,629 for the six months ending August 31, 2016 and 2015, respectively.  Fluctuations in our profit margins will be due to product mix and minor increases in our product costs. The cost of goods sold for this period only include the results for Reflect Productions, Inc. form the date of acquisition (August 11, 2016) to August 31, 2016. Vendor rebates totaling $18,900 were received during this period resulting in a very low cost of goods sold.

During the six months ended August 31, 2016, we incurred $223,059 in operating expenses compared to $86,217 for the six months ended August 31, 2015.  The increase primarily results from increased marketing expenses related to the opening of our new clinic.

Three months ending August 31, 2016 and August 31, 2015:

Revenues were $45,570 and $17,306 for the three months ending August 31, 2016 and 2015, respectively.  The increase in sales was primarily due to clinic operations as a result of the acquisition of August 11, 2016.    Our gross profit was $43,639 and $(2,071) for the three months ending August 31, 2016 and 2015, respectively.  The increase resulted from clinic operations from August 11, 2016 as noted earlier.

During the three months ended August 31, 2016, we incurred $178,578 in operating expenses compared to $18,165 for the three months ended August 31, 2015.  The increase was primarily due to increased marketing expense related to the clinic operations and professional fees.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2016, our current assets were $94,894, of which $18,929 was in cash.   We do not believe that we have sufficient cash to meet our current obligations for the near term and will require additional advances from our majority shareholders or through traditional financial institutions or capital through the sale of our common stock.   As of August 31, 2016, our working capital deficit was $4,267,005.

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Cash Flows

We have not generally generated positive cash flows from operating activities.  For the six months ended August 31, 2016, net cash flows provided by operating activities was $21,513, as compared with net cash flows used in operating activities of ($83,130) in the six months ended August 31, 2015. The increase in 2016 was attributable largely to noncash settlement of accrued expenses.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act").  Based on that evaluation, the Company's Chief Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act reports is (1) recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The ineffective control over financial reporting resulted from a general lack of resources directed to our accounting and financial reporting functions and a lack of internal proficiency on matters of financial reporting. We are addressing this issue by entering into a contract with a competent outside contractor to outsource all of these functions and dedicating a significant amount of resources to enter into that agreement.

Changes in Internal Control over Financial Reporting

We have not made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

We are 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 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.  We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

Item 1A – Risk Factors

Not required for Smaller Reporting Companies.

Item 2   - Unregistered Sales of Equity Securities and Use of Proceeds

Effective August 1, 2016 the Company issued 25,000,000 shares of its common stock in consideration for the acquisition of Reflex Productions, Inc.

On August 12, 2016 the Company issued 2,500,000 shares of its common stock upon conversion of the Company's note dated May 12, 2014.

Item 3 - Defaults   Upon Senior Securities

No disclosure required.

Item 4 – Mine Safety Disclosures

No disclosure required.

Item 5 - Other Information

No disclosure required.

- 16 -

Item 6. EXHIBITS

Exhibits:

Number	Description
31.1	Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Executive Officer and 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

- 17 -

SIGNATURES

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

	Joey New York, Inc.
Date:        November 1, 2016	By:	/s/ Joey Chancis
		Joey Chancis, CEO
		Principal Executive Officer
Date:       November 1, 2016	By:	/s/ Richard Roer
		Richard Roer, President
		Principal Financial Officer

- 18 -

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Joey Chancis, certify that:

1.           I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Joey New York, Inc. (the "Registrant");

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.           Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.           Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 1, 2016

/s/ Joey Chancis

Joey Chancis

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Richard Roer, certify that:

1.           I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Joey New York, Inc. (the "Registrant");

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our    supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.             Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.             Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.             Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 1, 2016

/s/ Richard Roer

Richard Roer

President

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Amendment No. 1 to the Quarterly Report of Joey New York, Inc. (the "Company") on Form 10-Q/A for the six month period ended August 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joey Chancis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

November 1, 2016

/s/ Joey Chancis

Joey Chancis

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Amendment No. 1 to the Quarterly Report of Joey New York, Inc. (the "Company") on Form 10-Q/A for the six month period ended August 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Roer, President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 1, 2016

/s/ Richard Roer

Richard Roer

President

(Principal Financial Officer)

XML

Document and Entity Information - shares

6 Months Ended

Aug. 31, 2016

Oct. 23, 2016

Document And Entity Information

Entity Registrant Name

JOEY NEW YORK, INC.

Entity Central Index Key

0001542013

Document Type

10-Q

Document Period End Date

Aug. 31, 2016

Amendment Flag

true

Amendment Description

Joey New York, Inc. is filing this Amendment No. 1 to the Form 10-Q for the period ended August 30, 2016, previously filed on October 24, 2016, to include XBRL and pro forms financial information relative to the Company's acquisition of Reflex Productions, Inc.

Current Fiscal Year End Date

--02-28

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

27,862,019

Document Fiscal Period Focus

Q2

Document Fiscal Year Focus

2016

XML

Consolidated Balance Sheets - USD ($)	Aug. 31, 2016	Feb. 29, 2016
Current Assets
Cash and cash equivalents	$ 18,929	$ 7,903
Accounts receivable, net	275	132
Inventory	75,690	43,326
Total current assets	94,894	51,361
Goodwill	75,588
Property and equipment, net	21,178	3,457
Total assets	191,660	54,818
Current Liabilities
Accounts Payable	321,953	156,975
Accrued liabilities	508,142	424,135
Shareholder advances - related party	628,570	612,737
Current portion of long-term debt	3,000,000	3,000,000
Total current liabilities	4,458,665	4,193,847
Total liabilities	4,458,665	4,193,847
Stockholders' Equity
Preferred stock, 100,000,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value, 1,500,000,000 shares aauthorized; 72,385,134 and 70,385,134 shares issued and outstanding	27,862	352
Additional paid-in-capital	(2,625,711)	(2,740,864)
Stock subscription receivable	(1,000)
Accumulated deficit	(1,668,156)	(1,398,517)
Total stockholder's deficit	(4,267,005)	(4,139,029)
Total liabilities and stockholder's deficit	$ 191,660	$ 54,818

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2016	Feb. 29, 2016
Shareholder's Equity
Preferred stock, par value per share	$ 0.00	$ 0.00
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	27,862,019	351,926
Common stock, shares outstanding	27,862,019	351,926

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Income Statement [Abstract]
Revenues	$ 45,570	$ 17,306	$ 45,713	$ 54,291
Cost of sales	1,931	19,377	1,973	42,662
Gross margin	43,639	(2,071)	43,740	11,629
Operating expenses	178,578	18,165	223,059	86,217
Loss from operations	(134,938)	(20,236)	(179,320)	(74,587)
Other (expense)
Interest expense	(46,206)	(44,227)	90,319	(88,841)
Loss before income taxes	(181,144)	(64,463)	(269,639)	(163,428)
Provision (benefit) for income taxes
Net Loss	$ (181,144)	$ (64,463)	$ (269,639)	$ (163,428)
Basic and diluted loss per share	$ (0.03)	$ (0.18)	$ (0.07)	$ (0.47)
Weighted average shares outstanding	6,997,796	350,471	3,678,556	349,948

XML

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Operating Activities
Net loss	$ (269,639)	$ (163,428)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	674	327
Accounts receivable	(143)	(22,276)
Inventory	(32,364)	9,856
Accounts payable	164,978	92,390
Accrued liabilities	158,007
Net cash flows used in operating activities	21,513	(83,130)
Cash flows from investing activities:
Purchases of property and equipment	(18,395)	(1,219)
Net cash used in investing activities	(18,395)	(1,219)
Cash flows from financing activities
Proceeds from the sale of common stock		50,005
Proceeds from related party advances	7,908	30,681
Net cash from financing activities	7,908	80,686
Net change in cash and cash equivalents	11,026	(3,663)
Cash and cash equivalents, beginning of period	7,903	5,063
Cash and cash equivalents, end of period	18,929	1,400
Supplemental cash flow information:
Interest paid
Income taxes paid
Non-cash investing activities
Common shares issued for acquisition of subsidiary	75,588
Non-cash financing activities
Accrued expenses waived for common shares	$ 74,000

XML

1 NATURE OF BUSINESS

6 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

NATURE OF BUSINESS

NOTE 1.  NATURE OF BUSINESS

ORGANIZATION

Joey New York, Inc. ("the Company") was incorporated under the laws of the State of Nevada on December 22, 2011.  Effective August 27, 2013, the Board of Directors approved a name change to Joey New York, Inc.  On May 12, 2014, the Company merged with a Florida limited liability company, RAR Beauty, LLC, which distributes natural skin care and beauty products on the wholesale and retail levels and operates under the name of Joey New York and with Pronto Corp a registered company.  The Company accounted for the acquisition as a reverse merger whereby, the operations of RAR Beauty, LLC is the continuing entity for financial reporting purposes and the former members of RAR Beauty, LLC owning approximately 75% of the Company.  On May 12, 2014, RAR Beauty, LLC became a wholly owned subsidiary of the Company.

On February 26, 2016 Joey New York, Inc. ("JOEY" or the "Company") entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc..   As part of that merger, each 200 shares of our common stock were exchanged for one share in the surviving company.  The officers and directors of JOEY remain the officers and directors subsequent to the merger.  The reverse exchange ratio of 1 share for 200 shares became effective on August 1, 2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA").

The Company through its wholly owned subsidiary, RAR Beauty, LLC doing business under the name Joey New York, distributes natural skin care and beauty products on wholesale and retail levels.

The Company's headquarters is based in Sunny Isles Beach, Florida. The Company seeks to increase market share and introduce its product line through multiple channel markets. The Company faces competition from nationally recognized firms that may have greater resources of personnel, capitalization, and reputation. The Company has therefore concentrated its efforts on product quality and performance.

Joey New York product lines include skin care treatments and beauty enhancements that are health conscious, effective and affordable. In keeping with our beauty mission, we have utilized the water from tender young green coconuts, blended with Indian ginseng extract, into our new fast-acting QUICK RESULTS skincare collection.

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2 BASIS OF PRESENTATION

6 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 2. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended August 31, 2016, are not necessarily indicative of the results that may be expected for the year ending February 29, 2016.  These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016, as filed with the Securities and Exchange Commission ("SEC") on June 2, 2016.

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3 SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Aug. 31, 2016

Inventory Disclosure [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. general 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, "Earnings Per Share."  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at August 31, 2016 and August 31, 2015.  Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of August 31, 2016, the Company had no dilutive potential common shares.

COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of August 31, 2016.

RECENTLY ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB (Accounting Standards Update, including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.

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4 GOING CONCERN

6 Months Ended

Aug. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 4. GOING CONCERN

The accompanying consolidated 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.  For the six months ended August 31, 2016 the Company has incurred a loss from operations of $269,639. The Company has a history of losses resulting in an accumulated deficit of $1,668,156 as of August 31, 2016.    The Company has negative working capital, in the amount of $(4,267,005), as of August 31, 2016.  The Company intends to fund operations and continuing product development through debt and equity financing arrangements, which efforts may be insufficient to fund its capital expenditures, working capital and other cash requirements.  The Company cannot be certain that it will be successful in its efforts to attain such capital or that the terms of capital will be at acceptable terms.

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

XML

5 PROPERTY AND EQUIPMENT

6 Months Ended

Aug. 31, 2016

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5.  PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues.  As of August 31, 2016 and February 29, 2016:

	August 31, 2016		February 29, 2016
Property and equipment	$	29,250	$	10,459
Less accumulated depreciation		8,072		7,002
Property and equipment, net	$	21,178	$	3,457

Depreciation for the six months ending August 31, 2016 and August 31, 2015 was $674 and $327, respectively.

XML

6 RELATED PARTY TRANSACTIONS

6 Months Ended

Aug. 31, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6.  RELATED PARTY TRANSACTIONS

The Company's management has advanced funds and has made payments on behalf of the Company for the purpose of meeting obligations.  These accumulated advances have been formalized by demand notes payable and accrue interest at 2.6%.  The Company is indebted to its two majority shareholders for an aggregate amount of $628,570 and $612,738, as of August 31, 2016 and February 29, 2016, respectively.

Amounts advanced during the six month periods ended August 31, 2016 and 2015 amounted to $18,633 and $30,681, respectively.

Effective August 11, 2016 Joey New York, Inc. acquired Reflex Productions, Inc. from principals of the Joey New York in consideration for the issuance of 25,000,000 shares of common stock. See Note 9 for more details.

XML

7 LONG-TERM DEBT

6 Months Ended

Aug. 31, 2016

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 7. LONG-TERM DEBT

On May 12, 2014, in accordance with the acquisition agreement, the Company issued promissory notes payable, amounting $3,000,000 to its two majority shareholders.  The terms of the notes (2, each at $1,500,000) are at a stated interest rate of 5% and mature on May 12, 2016.

On May 12, 2016, the promissory notes were renewed and are at a stated interest rate of 5% and mature on May 12, 2017.

XML

8 EQUITY

6 Months Ended

Aug. 31, 2016

Equity [Abstract]

EQUITY

NOTE 8.  EQUITY

The Company is authorized to issue 500,000,000 shares of $0.001 par value common stock and 100,000,000 shares of preferred stock.

On February 26, 2016 the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Joey Merger Subsidiary, Inc., a Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity but with a name change to Joey New York, Inc.. As part of that merger, each 200 shares of our common stock were exchanged for one share in the surviving company.  The officers and directors of JOEY remain the officers and directors subsequent to the merger.  The reverse exchange ratio of 1 share for 200 shares will became effective on August 1, 2016 on the stock market upon review by and approval by the Financial Industry Regulatory Authority ("FINRA").  All share information in this report is presented on a post-exchange basis.

During the three months ended August 31, 2016, the Company issued 27,500,093 shares of common stock, 25,000,000 of which were issued in order to acquire a 100% interest in Reflex Productions, Inc.  2,500,000 shares were issued upon conversion of debt to an accredited investor.

In connection with the acquisition mentioned above, the Company also issued 42,000,000 warrants. Both the warrants and the 25,000,000 shares issued to the investor were discounted by 100% of the standard valuation methodology as the Company recently experienced a 100 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued. See Note 9 below.  See See Note as the Company recently experienced a 100 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued.

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9 ACQUISITION OF THE REFLEX PRODUCTIONS, INC.

6 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

ACQUISITION OF THE REFLEX PRODUCTIONS, INC.

NOTE 9: ACQUISITION OF THE REFLEX PRODUCTIONS, INC.

On August 11, 2016, the Company entered into a purchase agreement for the acquisition of 100% of the common stock of Reflex Productions, Inc. (Reflex) Reflex provides clinical cosmetic procedures including Botox injections and other cosmetic procedures.

In exchange for the common stock of Reflex the Company issued 25,000,000 restricted shares of its common stock and 42,000,000 warrants to the owners of Reflex. The entirety of the value of the equity instruments issued was recorded as goodwill. Net assets acquired in the acquisition consisted of the following:

Description	Amount
Cash	$	8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(104,936	)
Net assets acquired (liabilities assumed)		(75,588	)
Value of shares issued		-
Goodwill recorded on acquisition	$	(75,588	)

The Company has used an estimate of the shares and warrants issued for the ownership interest in Reflex as consideration for the acquisition. We do not feel as though there are significant enough operations to determine a fair value of the entity and management's assumptions as to projected revenue and costs have not been born out in initial operations.

Additionally, the shares and warrants issued have been discounted by approximately 100% of the standard valuation methodology as the Company recently experienced a 200 to 1 stock split and the market had not had sufficient time to adjust to the post-split value of the additional shares issued.

Reflex accounts are consolidated in these financial statements, in accordance with generally accepted accounting principles. Operations of Reflex have been consolidated from the date of acquisition or August 11, 2016.

Below is a pro forma statement of operations, showing the results of the six months ended August 31, 2016 as if the Reflex acquisition had taken place at the beginning of the period. There are no significant adjustments reflected in the pro forma information below, other than the inclusion of Reflex's results from February 28, 2016 to August 11, 2016, and routine consolidation adjustments as required by generally accepted accounting principles.

	Six months ended August 31, 2016 (historical)			Pro forma adjustments			Six months ended August 31, 2016 (pro forma)
Revenues	$	45,713		$	132,343		$	178,056
Cost of sales		1,973			68,592			70,565
Gross margin		43,740			63,751			107,491
Operating expenses		223,059			168,612			391,671
Loss from operations		(179,320	)		(104,860	)		(284,180	)
Other (expense)
Interest expense		90,319			-			90,319
Net loss	$	(269,639	)	$	(104,680	)	$	(374,499	)

Since Reflex only began significant operations in the quarter ended August 31, 2016, it is difficult to predict future financial results from the historical financial statements presented above. As a result, we have also prepared a projection of the statement of operations for the year ended February 28, 2017, based on certain assumptions. This financial projection is inherently susceptible to error, and actual results often differ from predicted ones. In preparing this projection, we extrapolated the results of the quarter ended August 31, 2016 and applied them to the subsequent two quarters. In addition, we made adjustments to cost of goods sold and operating expenses, increasing cost of goods sold by $40,000 to account for the historical results being skewed by large rebates, and decreasing operating expenses by $75,000 to account for a projected decrease over time in marketing and other start-up costs. The following should be taken as an illustration of possible results given the above assumptions, and not as a guarantee of actual results:

	Year ended February 28, 2017 (projected)
Revenues	$	438,689
Cost of sales		197,083
Gross margin		241,606
Operating expenses		540,312
Loss from operations		(298,707	)
Other (expense)
Interest expense		182,731
Net loss	$	(481,438	)

XML

10 COMMITMENTS AND CONTINGENCIES

6 Months Ended

Aug. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10.  COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Related Party

The controlling members have pledged support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of these parties in the immediate future, in order to meet its current obligations, until such time that revenues are generated to meet all current obligations or until such time that adequate capital is raised for its growth plans.

The Company has limited needs for office administration and does not own or lease property or lease office space. The office space used by the Company was arranged by the officers and directors of the Company to use at no charge.

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Legal and other matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company.   The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company's financial position or results of operations.

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11 SUBSEQUENT EVENTS

6 Months Ended

Aug. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

Effective October 11, 2016 the Company through its wholly-owned subsidiary Reflex Productions, Inc. entered into a Limited Liability Company Agreement with Smith & Popov, LLC for the formation of 4BG Beauty LLC.  Reflex has a 51% interest in this joint venture limited liability company.  The intention of this venture is to operate the Company's LABB operations.

Management has evaluated subsequent events through the date of filing the consolidated financial statements with the Securities and Exchange Commission, the date the consolidated financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure, other than as disclosed above.

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3 SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

USE OF ESTIMATES

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. general 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NET INCOME (LOSS) PER COMMON SHARE

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, "Earnings Per Share."  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at August 31, 2016 and August 31, 2015.  Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of August 31, 2016, the Company had no dilutive potential common shares.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of August 31, 2016.

RECENTLY ACCOUNTING PRONOUNCEMENTS

RECENTLY ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB (Accounting Standards Update, including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.

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5 PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Aug. 31, 2016

Property, Plant and Equipment [Abstract]

Property consists of equipment purchased for the production of revenues

	August 31, 2016		February 29, 2016
Property and equipment	$	29,250	$	10,459
Less accumulated depreciation		8,072		7,002
Property and equipment, net	$	21,178	$	3,457

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9 ACQUISITION OF THE REFLEX PRODUCTIONS, INC. (Tables)

6 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

Net assets acquired in the acquisition

Description	Amount
Cash	$	8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(104,936	)
Net assets acquired (liabilities assumed)		(75,588	)
Value of shares issued		-
Goodwill recorded on acquisition	$	(75,588	)

Pro forma statement of operations

	Six months ended August 31, 2016 (historical)			Pro forma adjustments			Six months ended August 31, 2016 (pro forma)
Revenues	$	45,713		$	132,343		$	178,056
Cost of sales		1,973			68,592			70,565
Gross margin		43,740			63,751			107,491
Operating expenses		223,059			168,612			391,671
Loss from operations		(179,320	)		(104,860	)		(284,180	)
Other (expense)
Interest expense		90,319			-			90,319
Net loss	$	(269,639	)	$	(104,680	)	$	(374,499	)

Projection of the statement of operations

	Year ended February 28, 2017 (projected)
Revenues	$	438,689
Cost of sales		197,083
Gross margin		241,606
Operating expenses		540,312
Loss from operations		(298,707	)
Other (expense)
Interest expense		182,731
Net loss	$	(481,438	)

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5 PROPERTY AND EQUIPMENT (Details) - USD ($)	6 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Feb. 29, 2016
Property, Plant and Equipment [Abstract]
Property and equipment	$ 29,250		$ 10,459
Less accumulated depreciation	8,072		7,002
Property and equipment, net	21,178		$ 3,457
Depreciation	$ 674	$ 327

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8 EQUITY (Details)	3 Months Ended
	Aug. 31, 2016 shares
Equity [Abstract]
Shares of common stock issued during period	27,500,093
Shares issued during period for acquisition	25,000,000
Warrants issued during period for the same acquisition	42,000,000
Shares issued upon conversion of debt to accredited investor	2,500,000

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9 ACQUISITION OF THE REFLEX PRODUCTIONS, INC. - Net assets acquired with acquisition (Details) - USD ($)	Aug. 31, 2016	Aug. 11, 2016	Feb. 29, 2016
Description
Cash		$ 8,995
Other current assets		4,460
Property and equipment, net		15,893
Accounts payable and accrued expenses		(104,936)
Net assets acquired (liabilities assumed)		(75,588)
Value of shares issued
Goodwill recorded on acquisition	$ 75,588	$ (75,588)

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ACQUISITION OF THE REFLEX PRODUCTIONS, INC. - Pro forma statement of operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Revenues	$ 45,570	$ 17,306	$ 45,713	$ 54,291
Cost of sales	1,931	19,377	1,973	42,662
Gross margin	43,639	(2,071)	43,740	11,629
Operating expenses	178,578	18,165	223,059	86,217
Loss from operations	(134,938)	(20,236)	(179,320)	(74,587)
Other (expense)
Interest expense	(46,206)	(44,227)	90,319	(88,841)
Net loss	$ (181,144)	$ (64,463)	(269,639)	$ (163,428)
Adjustments Pro Forma
Revenues			132,343
Cost of sales			68,592
Gross margin			63,751
Operating expenses			168,612
Loss from operations			(104,860)
Other (expense)
Interest expense
Net loss			(104,680)
Pro Forma
Revenues			178,056
Cost of sales			70,565
Gross margin			107,491
Operating expenses			391,671
Loss from operations			(284,180)
Other (expense)
Interest expense			90,319
Net loss			$ (374,499)

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ACQUISITION OF THE REFLEX PRODUCTIONS, INC. - Projection of the statement of operations (Details)	12 Months Ended
	Feb. 28, 2017 USD ($)
Accounting Policies [Abstract]
Revenues	$ 438,689
Cost of sales	197,083
Gross margin	241,606
Operating expenses	540,312
Loss from operations	(298,707)
Other (expense)
Interest expense	182,731
Net loss	$ (481,438)

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4 GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2016	Feb. 29, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from operations	$ 269,639
Accumulated deficit	(1,668,156)	$ (1,398,517)
Negative working capital	$ (4,267,005)	$ (4,139,029)

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6 RELATED PARTY ADVANCES (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Feb. 29, 2016
Related Party Transactions [Abstract]
Aggregate amount owed to two majority shareholders	$ 628,570		$ 612,737
Interest rate on related party debt shown above	26.00%
Amount advanced during period	$ 18,633	$ 30,681

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7 LONG-TERM DEBT (Details Narrative)	6 Months Ended
	Aug. 31, 2016 USD ($)
Debt Disclosure [Abstract]
Amount of two notes payable - each	$ 1,500,000
Interest rate on two notes payable	5.00%

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9 ACQUISITION OF THE REFLEX PRODUCTIONS, INC. (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2016	Aug. 11, 2016
Accounting Policies [Abstract]
Shares issued during period for acquisition	25,000,000
Warrants issued during period for the same acquisition	42,000,000
Percentage of common stock acquired in acquisition		100.00%
Amount discounted for the shares and warrants issued using the standard valuation method		100.00%
Stock split		20000.00%
Adjustment to cost of goods sold		$ 40,000
Adjustment to statement of operations		$ 75,000