Notes
to Unaudited Financial Statements
For
the Three Months Ended March 31, 2022
NOTE
1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE
OF OPERATIONS
MS
Young Adventure Enterprise, Inc. (formerly “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”)
(the “Company” or “MS Young”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The
Company engages in consulting services.
On
November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc.
On
August 6, 2019, the Company changed the Company’s name to MS Young Adventure Enterprise, Inc.
The
Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose
of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory
services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date
of this report, the Company has signed few clients.
The
outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted delay for our business. The Company
followed the restrictive measures implemented in China, by suspending contacting clients or contacting clients remotely during February
and March 2020. The Company gradually resumed contacting clients in person starting in April 2020. The recent developments of COVID 19
are expected to result in lower revenue and net income in 2020. Other financial impact could occur though such potential impact is unknown
at this time.
On
March 10, 2021 new management acquired control and has begun to implement a new business model.
On
November 2, 2021, MS Young reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured
secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy
of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand
for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions
that will safeguard consumers’ private information.
On
November 22, 2021, MS Young also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to
achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions
and other cyber-related crimes.
BASIS
OF PRESENTATION
The
summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements.
These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in
all material respects and have been consistently applied in preparing the accompanying unaudited financial statements.
Certain
information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The
results for the three months ended March 31, 2022, are not indicative of the results to be expected for the year ending December 31,
2022.
USE
OF ESTIMATES
The
preparation of unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
CASH
Cash
includes petty cash on hand and cash on deposit at banking institutions, which are liquid and are unrestricted as to withdrawal or use.
RECENT
ACCOUNTING PRONOUNCEMENTS
Recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
REVENUE
RECOGNITION
The
Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s
contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer
of services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those
services recognized as performance obligations are satisfied.
The
Company has assessed the impact of the guidance by performing the following five steps analysis:
Step
1: Identify the contract
Step
2: Identify the performance obligations
Step
3: Determine the transaction price
Step
4: Allocate the transaction price
Step
5: Recognize revenue
For
the three months ended March 31, 2022 and 2021, the Company did not generate revenue.
INCOME
TAXES
Under
ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than
not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and 2021, there were no deferred taxes due
to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS
PER COMMON SHARE
Basic
loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the
loss of the entity. As of March 31, 2022 and 2021, there are no outstanding dilutive securities.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company follows ASC 825-10 guidance for accounting for fair value measurements of financial assets and financial liabilities and for
fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring
basis. Additionally, the Company adopted ASC 825-10 guidance for fair value measurement related to nonfinancial items that are recognized
and disclosed at fair value in the financial statements on a nonrecurring basis. ASC 825-10 requires certain disclosures regarding the
fair value of financial instruments. The ASC 825-10 guidance establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes
the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use
of unobservable inputs.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level
3 inputs are unobservable inputs for the asset or liability.
The
carrying amounts of financial assets such as cash, other receivable, accounts payable and accrued liabilities approximate their fair
values because of the short maturity of these instruments.
NOTE
2 - GOING CONCERN
The
Company has generated minimal revenue since inception to date and has sustained operating losses of $391,191 through the period ended
March 31, 2022. As a result of the management and control changes, the Stock Purchase Agreement, signed on March 10, 2021 the Company
the Company impaired all of its existing assets. That agreement also required the repayment of all existing liabilities, some of which
activity is yet to be verified. These activities raise additional doubt about the Company’s ability to continue as a going concern.
The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to
meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result should the Company be unable to continue as a going concern.
In
order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity.
If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE
3 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts
payable consists mainly of accrued professional fees. Amounts totaling $5,595 which were to be written off in accordance with the Stock
Purchase Agreement of March 10, 2021 remain at March 31 2022 as their write off has not yet been verified.
Accrued
interest consists solely of the interest incurred on the promissory notes bearing an interest of 3% per annum and issued to Wang Xi Chen
for amounts paid on behalf of the Company. As of March 31, 2022 and December 31, 2021, the balance
of accrued interest amounts $276 and $61, respectively.
NOTE
4 – PROMISSORY NOTES PAYABLE
Promissory
notes payable mainly consists of expenses paid directly to the vendors by a non-related party. On October 1, 2021, the Company entered
into a promissory note with Wang Xi Chen, a non-related party for the amount he paid on behalf of the company during the year of 2021
for the amount of $8,085. The note bears an interest of 3% per annum and mature on December 31, 2023. On January 1, 2022, the Company
entered into two promissory notes with Wang Xi Chen for an amount of $17,691 and $3,630 that he paid on behalf of the Company during
the year of 2021. Both note bear an interest of 3% per annum and mature on December 31, 2023. On
March 31, 2022, the Company entered into a promissory note with Wang Xi Chen for an amount of $14,344 that he paid on behalf of the Company
during the three months ended March 31, 2022. The note bears an interest of 3% per annum and mature on December 31, 2023.
As
of March 31, 2022 and December 31, 2021, the balance of promissory notes payable amounts $43,750 and $29,406, respectively.
NOTE
5 - STOCKHOLDERS’ EQUITY (DEFICIT)
The
Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
There
is no preferred stock issued and outstanding as of March 31, 2022 and December 31, 2021.
On
April 7, 2018, prior CEO Zilin Wang transferred all of his 6,000,000 shares of Common Stock of the Company to Chunxia Jiang in a private
transaction. The shares represented 92.3% of the issued and outstanding shares of the Company on April 7, 2018 and thereby constituted
a change of control of the Company. Simultaneously, Zilin Wang resigned all of his positions with the Company which were immediately
assumed by Chunxia Jiang.
On
March 10, 2021 Chunxia Jiang, in a private transaction sold 6,010,000 common shares to, Pearl Digital International Limited, constituting
a change in control.
NOTE
6 - SUBSEQUENT EVENT
No
events have occurred subsequent to the balance sheet date and through the date of this filing that would require adjustment to or disclosure
in the financial statements.