UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
Annual
Report Pursuant to Section 13 or 15(D) of the Securities Exchange
Act of 1934
for
the fiscal year ended December 31, 2020
Transition
Report Under Section 13 or 15(D) of the Securities Exchange Act of
1934
for
the transition period from _______________ to
_______________
Commission
File Number: 000-55738
MS
YOUNG ADVENTURE ENTERPRISE, INC.
(Exact
name of small Business Issuer as specified in its
charter)
|
Delaware |
|
81-4679061 |
|
(State
or other jurisdiction |
|
(IRS
Employer |
|
of
incorporation or organization) |
|
Identification
No.) |
|
|
|
|
|
717
Fulin Hotel 1805 Heping Rd Luohu Shenzhen China
|
|
518000 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Issuer’s
telephone number, including area code: (778)
888-2886
n/a
Former
address if changed since last report
Securities
registered under Section 12(b) of the Exchange Act:
None
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, par value $0.0001 |
|
MSYN |
|
n/a |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes
[ ] No [X]
Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Check
if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
|
Large
Accelerated Filer [ ] |
|
Accelerated
Filer [ ] |
|
Non-Accelerated
Filer [X]
|
|
Smaller
Reporting Company [X] |
Emerging
Growth Company [X]
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 check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). [ ] Yes [X]
No
State
the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter (June
30, 2018)—No sale or bid data was available as of that
date.
State
the number of shares outstanding of the registrant’s $.0001 par
value common stock as of the close of business on the latest
practicable date (March 8, 2021): 6,731,667
Documents
incorporated by reference: None.
TABLE
OF CONTENTS
FORWARD
LOOKING STATEMENTS
Forward-Looking
Statements
This
Annual Report on Form 10-K (the “Report”), including “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Item 7 contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events and the future results of MS Young
Adventure Enterprise, Inc. and its consolidated subsidiaries (the
“Company”) that are based on management’s current expectations,
estimates, projections and assumptions about the Company’s
business. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “sees,” “estimates” and variations of such
words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors,
including, but not limited to, those discussed in, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Item 7 and elsewhere in this Report as well as those
discussed from time to time in the Company’s other Securities and
Exchange Commission filings and reports. In addition, such
statements could be affected by general industry and market
conditions. Such forward-looking statements speak only as of the
date of this Report or, in the case of any document incorporated by
reference, the date of that document, and we do not undertake any
obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Report. If we update
or correct one or more forward-looking statements, investors and
others should not conclude that we will make additional updates or
corrections with respect to other forward-looking
statements.
PART I
ITEM 1. BUSINESS.
Background
Corporate
History and General Information
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 of 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.
In
May 2018, the Company implemented another change in control by
electing a new officer and director and accepting the resignations
of its then existing officer and director and whereby the then
majority shareholder of the Company, Zilin Wang, sold his common
stock shares in the Company to Chunxia Jiang, who is now the sole
officer and director and majority shareholder of the
Company.
Business
The
Company is 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
only a few clients.
Risks
and Uncertainties facing the Company
The
Company has had only limited revenues which have been derived from
its consulting agreements.
As an
early-stage company, the Company expects to experience losses in
the near term. The Company needs to generate revenue or locate
additional financing in order to continue its developmental plans.
There is no guarantee that the Company will be able to identify
sufficient numbers of customers to generate enough revenues to
continue operations or proceed with developing its business in
accordance with its business plan.
One
of the biggest challenges facing the Company will be in securing
adequate capital to fund to keep operation, including securing
adequate capital to pay for operations and hiring service
providers. Secondarily, a major challenge will be implementing
effective sales and marketing strategies to reach the intended end
customers. The Company has considered and devised its initial
sales, marketing and advertising strategy; however, the Company
will need to skillfully implement this strategy in order to achieve
success in its business.
In
December 2019, an outbreak of a novel strain of coronavirus
(COVID-19) originated in Wuhan, China, and has since spread to a
number of other countries, including the United States. On March
11, 2020, the World Health Organization characterized COVID-19 as a
pandemic. In addition, as of the time of the filing of this Annual
Report on Form 10-K, several states in the United States have
declared states of emergency, and several countries around the
world, including the United States and China, have taken steps to
restrict travel. The existence of a worldwide pandemic, the fear
associated with COVID-19, or any, pandemic, and the reactions of
governments in response to COVID-19, or any, pandemic, to regulate
the flow of labor and products and impede the travel of personnel,
may impact our ability to conduct normal business operations, which
could adversely affect our results of operations and liquidity.
Global health concerns, such as COVID-19, could also result in
social, economic, and labor instability in the markets in which we
operate. Any of these uncertainties could have a material adverse
effect on our business, financial condition or results of
operations.
Competition
MS
Young Adventure Enterprise is 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. MS Young offers a wide
assortment of advisory services, ranging business planning
consulting services, mergers and acquisitions advising, and
marketing services. MS Young intends to play a pivotal role in
standardizing and improving the marketing and operations of a
diverse portfolio firms as a means to enable such firms to comply
with the prevailing norms of the international market and gain
market acceptance.
The
management consulting industry is highly competitive. We compete
with other numerous other firms, including larger regional,
national and international firms that may have financial,
operational, technical and marketing resources that exceed our own.
These firms include, but are not limited to, firms such as Morgan
Stanley, Wells Fargo & Company, Bank of America Corporation and
Ameriprise Financial Inc. Competitive factors include the level of
technical expertise and experience, industry reputation, quality of
work, price, geographic presence, dependability, availability of
skilled personnel and financial stability. Our management believes
that we compete favorably with our competitors on the basis of
these factors. There can be no assurance that our competitors will
not develop the expertise, experience and resources to provide
services that are superior in both price and quality to our
services, or that we will be able to maintain or enhance our
competitive position.
Employees
As of
December 31, 2020, the Company had no full-time
employees.
ITEM 1A. RISK FACTORS
Smaller
reporting companies are not required to provide the information
required by this item.
ITEM 1B. UNRESOLVED STAFF
COMMENTS
None.
ITEM 2. PROPERTIES.
As of
December 31, 2020, the Company did not own or lease any
properties.
ITEM 3. LEGAL
PROCEEDINGS
As of
December 31, 2020, the Company was not a party to any pending or
threatened legal proceedings.
ITEM 4. MINE SAFETY
DISCLOSURES
Not
applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
PURCHASES OF EQUITY SECURITIES
Market
for Registrant’s Common Equity
There
is currently no public market for the Company’s securities. At such
time as it qualifies, the Company may choose to apply for quotation
of its securities on one of the OTC markets. At this time there is
no liquidity for the Company’s common shares.
Options
and Warrants
None
of the shares of our common stock are subject to outstanding
options or warrants.
Due
from Related Party
At
December 31, 2019, the Company had received payment for the full
amount of the principal of its loan to 0731380 B.C. Limited,
however accrued interest on the loan in the amount of $4,500
remained outstanding at December 31, 2019. This amount was repaid
in December 2020 and the obligation is paid in full.
Status
of Outstanding Common Stock
As of
December 31, 2020, we had a total of 6,731,667 shares of our common
stock outstanding. 6,000,000 of these shares are currently held by
Chunxia Jiang, who is the majority shareholder and an officer and
director of the Company. We have not agreed to register any
additional outstanding shares of our common stock under the
Securities Act.
Holders
We
have issued an aggregate of 6,731,667 shares of our common stock to
forty-one (41) record holders.
Dividends
We
have not paid any dividends to date and have no plans to do so in
the immediate future.
Recent
Sales of Unregistered Securities
None.
Purchases
of Equity Securities
The
Company has never purchased nor does it own any equity securities
of any other issuer.
ITEM 6. SELECTED FINANCIAL
DATA
Year
Ended:
| |
|
12/31/20 |
|
|
12/31/19 |
|
| Revenues |
|
$ |
32,000 |
|
|
$ |
34,500 |
|
| Net Loss |
|
$ |
(105,426 |
) |
|
$ |
(59,473 |
) |
| Net Loss Per Share,
Basic and Diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
| Weighted Average No.
Shares, Basic and Diluted |
|
|
6,731,667 |
|
|
|
6,731,667 |
|
| Stockholders’ Equity
(Deficit) |
|
$ |
(69,873 |
) |
|
$ |
35,553 |
|
| Total
Assets |
|
$ |
66,173 |
|
|
$ |
153,928 |
|
| Total
Liabilities |
|
$ |
136,046 |
|
|
$ |
118,375 |
|
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Overview
MS
Young Adventure Enterprise, Inc., formerly known as AllyMe Holding
Inc. and Rain Sound Acquisition Corporation (“MS” or the
“Company”), was incorporated in Delaware on December 7,
2016.
In
November 2017, the Company implemented a change of control by
issuing shares to new stockholders, redeeming shares of existing
stockholders, electing a new officer and director, Zilin Wang, and
accepting the resignations of its then existing officers and
directors. In connection with this change in control, the
stockholders of the Company and its board of directors unanimously
approved the change of the Company’s name from Rain Sound
Acquisition Corporation to Allyme Holding Inc On August 6, 2019,
the Company changed the Company’s name to MS Young Adventure
Enterprise, Inc.
In
May 2018, the Company implemented another change in control by
electing a new officer and director and accepting the resignations
of its then existing officer and director and whereby the then
majority shareholder of the Company, Zilin Wang, sold his common
stock shares in the Company to Chunxia Jiang, who is now the sole
officer and director and majority shareholder of the
Company.
Business
The
Company is 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
only a few clients.
Loan from a related party
At
December 31, 2019, the Company had received payment for the full
amount of the principal of its loan to 0731380 B.C. Limited,
however accrued interest on the loan in the amount of $4,500
remained outstanding at December 31, 2019. This amount was repaid
in December 2020 and the obligation is paid in full.
Results
of Operations
Year Ended December 31, 2020 Compared to December 31,
2019
The
following table summarizes the results of our operations during the
fiscal years ended December 31, 2020 and 2019, respectively, and
provides information regarding the dollar and percentage increase
or (decrease) from the current 12-month period to the prior
12-month period:
|
Line
Item |
|
12/31/20 |
|
|
12/31/19 |
|
|
Increase
(Decrease)
|
|
|
Percentage
Increase
(Decrease)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
32,000 |
|
|
$ |
34,500 |
|
|
$ |
(2,500 |
) |
|
|
(7.2 |
)% |
| Operating
expenses |
|
|
129,181 |
|
|
|
83,473 |
|
|
|
45,708 |
|
|
|
54.8 |
% |
| Other
income |
|
|
- |
|
|
|
4,500 |
|
|
|
(4.500 |
) |
|
|
Inf. |
|
| Net loss |
|
|
(105,426 |
) |
|
|
(59,473 |
) |
|
|
(45,953 |
) |
|
|
(77.3 |
)% |
| Loss
per share of common stock |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(100.0 |
)% |
During
the year ended December 31, 2020, we had revenues of $32,000,
compared to revenues of $34,500 for the year ended December 31,
2019, a decrease of $2,500. The decrease was mainly attributable to
decreased business.
Operating
expenses totaled $129,181 for the year ended December 31, 2020,
compared to $83,473 for the year ended December 31, 2019, an
increase of $45,708. The increase is mainly due to the increase in
bad debt expenses of other receivables during the year ended
December 31, 2020. We recorded a net loss of $105,426 for the
fiscal year ended December 31, 2020 as compared with a net loss of
$59,473 for the fiscal year ended December 31, 2019.
Liquidity and Capital Resources
As of
December 31, 2020, we had total assets of $66,173, negative working
capital of $69,873 and an accumulated stockholders’ deficit of
$69,873. Our operating activities used $50,320 in cash for the
fiscal year ended December 31, 2020, while our operations used
$62,947 cash in the fiscal year ended December 31, 2019. Our
revenues were $32,000 in the fiscal year ended December 31, 2020
compared to revenues of $34,500 in the fiscal year ended December
31, 2019. In the fiscal year ended December 31, 2019, we also
recognized other income of $4,500, which was offset in
2020.
Management
believes that the Company will require a cash infusion of at least
$60,000 for the next twelve months. Historically, we have depended
on loans from our principal shareholders and their affiliated
companies to provide us with working capital as required. There is
no guarantee that such funding will be available when required and
there can be no assurance that our stockholders, or any of them,
will continue making loans or advances to us in the
future.
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has
generated only limited revenue since inception. The Company
generated a net loss of $105,426 for the year ended December 31,
2020 and had a working capital deficit of $69,873 as of December
31, 2020. These conditions, among others, raises substantial doubt
about the Company’s ability to continue as a going concern. The
Company’s continuation as a going concern is dependent on working
capital advances being provided by the Company’s majority
shareholder for its ability to meet its obligations, to obtain
additional financing as may be required and ultimately to attain
profitability. Management believes that the Company’s majority
shareholder will provide the additional funding to meet the
Company’s obligations as they become due, however, there is no
guarantee this will happen. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty. There is no assurance that the working capital
advances will continue in the future nor that Company will be
successful in raising additional funds through other
sources.
In
December 2019, an outbreak of a novel strain of coronavirus
(COVID-19) originated in Wuhan, China, and has since spread to a
number of other countries, including the United States. On March
11, 2020, the World Health Organization characterized COVID-19 as a
pandemic. In addition, as of the time of the filing of this Annual
Report on Form 10-K, several states in the United States and
elsewhere have declared states of emergency, and several countries
around the world, including the United States, have taken steps to
restrict travel. While the Company presently has no ongoing
operations or employees, this situation could limit the market for
a merger partner for a strategic business combination. Any of these
uncertainties could have a material adverse effect on the business,
financial condition or results of operations. In addition, a
catastrophic event that results in the destruction or disruption of
the Company’s data centers or its critical business or information
technology systems would severely affect the ability to conduct
normal business operations and, as a result, the operating results
would be adversely affected.
In
the year ended December 31, 2020, the Company made loan repayments
to a related party in the amount of $4,500.
Off Balance Sheet Arrangements
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 or capital expenditures
or capital resources that is material to an investor in our
securities.
Seasonality
Our
operating results are not affected by seasonality.
Inflation
Our
business and operating results are not affected in any material way
by inflation.
Critical Accounting Policies
The
Securities and Exchange Commission issued Financial Reporting
Release No. 60, “Cautionary Advice Regarding Disclosure About
Critical Accounting Policies” suggesting that companies provide
additional disclosure and commentary on their most critical
accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical
accounting policies as the ones that are most important to the
portrayal of a company’s financial condition and operating results
and require management to make its most difficult and subjective
judgments, often as a result of the need to make estimates of
matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of
estimates.
ITEM 7A. 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 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
Set
forth below are the audited financial statements for the Company
for the fiscal years ended December 31, 2020 and 2019 and the
reports thereon of ZH CPA, LLC (as to the year ended December 31,
2019 and B F Borgers CPA PC
(as to the year ended December 31, 2020).
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of Directors and Stockholders
MS
Young Adventure Enterprise, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of MS Young Adventure
Enterprise, Inc. (the “Company”) as of December 31, 2020 and the
related statements of operations and comprehensive income, changes
in equity, and cash flows for the period ended December 31, 2020,
and the related notes and schedules (collectively referred to as
the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2020, and the results of its
operations and its cash flows for the period ended December 31,
2020, in conformity with accounting principles generally accepted
in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (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.
We
conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audit, we are required to obtain an understanding of
internal control over financial reporting, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provide a reasonable basis
for our opinion.
|
/s/
B F Borgers CPA
PC |
|
| |
|
| We
have served as the Company’s auditor since 2020 |
|
| |
|
| Lakewood,
Colorado |
|
| |
|
| March
15, 2021 |
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of Directors and Stockholders
MS
Young Adventure Enterprise, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of MS Young Adventure
Enterprise, Inc. (the “Company”) as of December 31, 2019 and the
related statements of operations and comprehensive income, changes
in equity, and cash flows for the period ended December 31, 2019,
and the related notes and schedules (collectively referred to as
the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2019 and the results of its
operations and its cash flows for the period ended December 31,
2019, in conformity with accounting principles generally accepted
in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (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.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
|
/s/
ZH CPA, LLC |
|
| |
|
| We
have served as the Company’s auditor since 2020 |
|
| |
|
| Denver,
Colorado |
|
| |
|
| June
25, 2020 |
|
MS
YOUNG ADVENTURE ENTERPRISE, INC.
BALANCE
SHEETS
| |
|
December
31, 2020 |
|
|
December
31, 2019 |
|
| |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
11,899 |
|
|
$ |
57,719 |
|
|
Account
receivable |
|
|
16,000 |
|
|
|
- |
|
|
Other
receivable, net. |
|
|
38,274 |
|
|
|
91,709 |
|
|
Due
from a related party |
|
|
- |
|
|
|
4,500 |
|
|
Total
Current Assets |
|
|
66,173 |
|
|
|
153,928 |
|
| |
|
|
|
|
|
|
|
|
|
Total
Assets |
|
$ |
66,173 |
|
|
$ |
153,928 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities |
|
$ |
33,595 |
|
|
$ |
16,087 |
|
|
Other
payable |
|
|
101,156 |
|
|
|
100,993 |
|
|
Due
to related parties |
|
|
1,295 |
|
|
|
1,295 |
|
|
Total
Current Liabilities |
|
|
136,046 |
|
|
|
118,375 |
|
| |
|
|
|
|
|
|
|
|
|
Total
Liabilities |
|
|
136,046 |
|
|
|
118,375 |
|
| |
|
|
|
|
|
|
|
|
|
Stockholders’
Equity (deficit) |
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value 20,000,000 shares authorized;
none
issued and outstanding at December 31, 2020 and December 31, 2019,
respectively
|
|
|
- |
|
|
|
- |
|
|
Common
Stock, $0.0001 par value, 100,000,000 shares authorized; 6,731,667
and 6,731,667 shares issued and outstanding at December 31, 2020
and December 31, 2019, respectively |
|
|
673 |
|
|
|
673 |
|
|
Additional
paid-in capital |
|
|
238,446 |
|
|
|
238,446 |
|
|
Accumulated
deficit |
|
|
(308,992 |
) |
|
|
(203,566 |
) |
|
Total
stockholders’ equity/(deficit) |
|
|
(69,873 |
) |
|
|
35,553 |
|
|
Total
Liabilities and Stockholders’ Equity/(deficit) |
|
$ |
66,173 |
|
|
$ |
153,928 |
|
The
accompanying notes are an integral part of these financial
statements.
MS
YOUNG ADVENTURE ENTERPRISE, INC.
STATEMENTS
OF OPERATIONS
| |
|
For
the years ended
December 31, |
|
| |
|
2020 |
|
|
2019 |
|
| |
|
|
|
|
|
|
|
Revenue |
|
$ |
32,000 |
|
|
$ |
34,500 |
|
|
Cost
of Revenues |
|
|
8,245 |
|
|
|
15,000 |
|
|
Gross
Profit |
|
|
23,755 |
|
|
|
19,500 |
|
| |
|
|
|
|
|
|
|
|
|
Operating
expenses |
|
|
129,181 |
|
|
|
83,473 |
|
| |
|
|
|
|
|
|
|
|
|
Operating
Loss |
|
|
(105,426 |
) |
|
|
(63,973 |
) |
| |
|
|
|
|
|
|
|
|
|
Other
income (expense) |
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
- |
|
|
|
4,500 |
|
|
Other
income (expense) |
|
|
- |
|
|
|
4,500 |
|
| |
|
|
|
|
|
|
|
|
|
Loss
before income taxes |
|
|
(105,426 |
) |
|
|
(59,473 |
) |
| |
|
|
|
|
|
|
|
|
|
Income
Tax Expense |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(105,426 |
) |
|
$ |
(59,473 |
) |
| |
|
|
|
|
|
|
|
|
|
Loss
per share - basic and diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted
average shares-basic and diluted |
|
|
6,731,667 |
|
|
|
6,731,667 |
|
The
accompanying notes are an integral part of these financial
statements.
MS
YOUNG ADVENTURE ENTERPRISE, INC.
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2020 AND 2019
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Common
Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2019 |
|
|
6,731,667 |
|
|
$ |
673 |
|
|
$ |
238,446 |
|
|
$ |
(203,566 |
) |
|
$ |
35,553 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(105,426 |
) |
|
|
(105,426 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2020 |
|
|
6,731,667 |
|
|
$ |
673 |
|
|
$ |
238,446 |
|
|
$ |
(308,992 |
) |
|
$ |
(69,873 |
) |
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Common
Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2018 (Restated) |
|
|
6,731,667 |
|
|
$ |
673 |
|
|
$ |
238,446 |
|
|
$ |
(144,093 |
) |
|
$ |
95,026 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(59,473 |
) |
|
|
(59,473 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2019 |
|
|
6,731,667 |
|
|
$ |
673 |
|
|
$ |
238,446 |
|
|
$ |
(203,566 |
) |
|
$ |
35,553 |
|
The
accompanying notes are an integral part of these financial
statements.
MS
YOUNG ADVENTURE ENTERPRISE, INC.
STATEMENTS
OF CASH FLOWS
| |
|
For
the years ended
December 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
OPERATING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(105,426 |
) |
|
$ |
(59,473 |
) |
|
Non-cash adjustments to reconcile net loss to net cash: |
|
|
|
|
|
|
|
|
|
Bad debt expenses |
|
|
63,453
|
|
|
|
- |
|
|
Changes
in Operating Assets and Liabilities: |
|
|
|
|
|
|
|
|
|
Prepaid
expense |
|
|
- |
|
|
|
5,000 |
|
|
Account
receivable |
|
|
(16,000 |
) |
|
|
- |
|
|
Other
receivable |
|
|
(10,018 |
) |
|
|
(91,709 |
) |
|
Accounts
payable and accrued liabilities |
|
|
17,508 |
|
|
|
3,242 |
|
|
Customers
deposit |
|
|
- |
|
|
|
(21,000 |
) |
|
Other
payable |
|
|
163 |
|
|
|
100,993 |
|
|
Net
cash used in operating activities |
|
|
(50,320 |
) |
|
|
(62,947 |
) |
| |
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net
proceeds loaned to a related party |
|
|
4,500 |
|
|
|
(4,500 |
) |
|
Net
cash provided by(used in) investing activities |
|
|
4,500 |
|
|
|
(4,500 |
) |
| |
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
(Repayment)
proceed from related party |
|
|
- |
|
|
|
(118,923 |
) |
|
Net
cash used in financing activities |
|
|
- |
|
|
|
(118,923 |
) |
| |
|
|
|
|
|
|
|
|
|
Net
decrease in cash |
|
|
(45,820 |
) |
|
|
(186,370 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash,
beginning of period |
|
|
57,719 |
|
|
|
244,089 |
|
| |
|
|
|
|
|
|
|
|
|
Cash,
end of period |
|
$ |
11,899 |
|
|
$ |
57,719 |
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES: |
|
|
|
|
|
|
|
|
|
Cash
paid during the period for: |
|
|
|
|
|
|
|
|
|
Income
tax |
|
$ |
- |
|
|
$ |
- |
|
|
Interest |
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of these financial
statements.
MS
YOUNG ADVENTURE ENTERPRISE, INC.
Notes
to Financial Statements
For
the Years Ended December 31, 2020 and 2019
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 of 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 is 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.
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 financial
statements.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting 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.
Accounts Receivable
Accounts receivable are recognized and carried at original amount
less an estimated allowance for uncollectible accounts. The Company
usually grants credit to customers with good credit standing with a
maximum of one year and determines the adequacy of reserves for
doubtful accounts based on individual account analysis and
historical collection trends. The Company establishes a provision
for doubtful receivables when there is objective evidence that the
Company may not be able to collect amounts due. The allowance is
based on management’s best estimates of specific losses on
individual exposures, as well as a provision on historical trends
of collections. The provision is recorded against other receivable
balances, with a corresponding charge recorded in the consolidated
statements of income and comprehensive income. Actual amounts
received may differ from management’s estimate of credit worthiness
and the economic environment. Delinquent account balances are
written-off against the allowance for doubtful accounts after
management has determined that the likelihood of collection is not
probable.
CONCENTRATION
OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and other
receivable. All of the Company’s cash is held in bank accounts in
the United States and is protected by FDIC insurance. $11,899 and
$57,719 are amounts that are covered by FDIC insurance as of
December 31, 2020 and 2019, respectively. Other receivable amounted
to $38,274 and $91,709 as of December 31, 2020 and 2019,
respectively. These receivables are due on demand, interest free,
and without collateral. The Company estimated the uncollectable
amount and reserved $63,453 and $0 as allowance for other
receivable for the years ended December 31, 2020 and 2019,
respectively.
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 years ended December 31, 2020 and 2019, the Company recognized
revenue from providing consulting services, for which the Customer
makes full payment at time of service purchase. The Company does
not offer customers right of refund for service
purchased.
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 December 31, 2020 and 2019, 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 December 31, 2020 and
2019, 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.
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.
NOTE
2 - GOING CONCERN
The
Company has generated only $82,415 revenue since inception to date
and has sustained operating loss of $105,426 during the years ended
December 31, 2020. The Company had a working capital deficit of
$69,873 and an accumulated deficit of $308,992 as of December 31,
2020. 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
shareholders and officers 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 RECEIVABLE
Accounts
receivable comprise amounts due to the Company for providing
consulting services.
NOTE
4 – OTHER
RECEIVABLE
Other
receivable represents professional fees the Company paid on
behalf of its clients. These payments are due on demand, interest
free, and without collateral. The Company estimated the
uncollectable amount and reserved $63,453 and $0 as allowance for
other receivable for the years ended December 31, 2020 and 2019,
respectively.
NOTE
5 - ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities mainly are accrued
professional fees.
NOTE
6 - RELATED
PARTIES
Loan
from a related party
On
December 1, 2018, MS Young entered into an agreement to acquire a
51% interest in 0731380 B.C. Limited, a company registered in
British Columbia, Canada (“0731380”). Initially, this transaction
was structured as a purchase of equity by MS Young, however, the
parties thereafter agreed (effective ab initio) that the
transaction be structured as a convertible loan rather than an
equity purchase transaction.
The
restructuring of the initial Agreement and the amendment thereof on
February 28, 2019 was approved by the Boards of Directors of both
MS Young and 0731380. This is a related-party transaction as
Chunxia Jiang is the principal and controlling shareholder and the
sole director of both MS Young and 0731380.
Therefore,
the parties have agreed that, in lieu of any purchase of an equity
interest in 0731380, MS Young would advance a loan to 0731380 in
the initial face amount of $150,000 (the “Loan”), which will be
payable One (1) year following the advance of funding of the Loan.
0731380 will use the proceeds of the Loan to fund the acquisition
of a license and development of a retail outlet for the sale of
cannabis-related products by its wholly-owned subsidiary, Natural
Recreation in Kitimat, BC, Canada. The loan bears interest at a
rate of five percent (5%) per annum payable at Maturity. The Loan
Agreement (“Loan Agreement”) provides that if all licenses required
to operate the retail store in Kitimat are issued by an agreed
date, the Loan may be converted, at the option of MS Young, into an
equity investment in Natural Recreation. There is a further
provision in the Loan Agreement that if the Loan is converted, MS
Young may, at its sole option, additionally issue 3,060,000 shares
of its common stock to 0731380 which, together with the conversion
of the Loan, will be MS Young’s purchase price for a 51% interest
in Natural Recreation. If full licensure for the retail store in
Kitimat is not issued by the agreed date, then the loan will
convert to a term loan to be repaid on a schedule mutually agreed
by the parties. There is no penalty for the early payment of the
Loan. As of this date, such licensure is only in the early
application process and there is no guarantee when any license will
be issued, if at all.
Interest
income amounted to $4,500 as of December 31, 2019. In the quarter
ended December 31, 2019, 0731380 has repaid $150,000 to MS Young in
advance. 0731380 BC Ltd has paid back interest of $4,500 before the
end of December 2020.
Due
to a related party
Due to related parties amounted to $1,295 and $1,295 as of December
31, 2020 and 2019, respectively. Due to a related party include
fees paid on behalf of the Company by Chunxia Jiang who is a
current shareholder and also a current officer of the Company. The
amount due to related parties are unsecured, non-interest bearing,
and due on demand. The accrued imputed interest amount for 2020 and
2019 is $0.
NOTE
7 - 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 December 31,
2020 and 2019.
NOTE
8 – INCOME
TAX
Deferred
income tax assets and liabilities are computed annually for
differences between financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable
income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period
plus or minus the change during the period in deferred tax assets
and liabilities.
As of December 31, 2020, the Company had net operating loss (NOL)
carry forwards of $308,992 that $16,956 may be available to reduce
future years’ taxable income through 2037 and $292,036 may be
available to reduce future years’ taxable income indefinitely. The
deferred tax asset applicable to the net loss of $64,888 was offset
entirely by a valuation allowance, which changed by $22,139 during
2020. However, the Company’s ability to use the carryover net
operating loss may be substantially limited or eliminated pursuant
to Internal Revenue Code Section 382. Future tax benefits which may
arise as a result of these losses have not been recognized in these
financial statements, as their realization is determined not likely
to occur and accordingly, the Company has recorded a valuation
allowance for the deferred tax asset relating to these tax loss
carry-forwards.
U.S.
statutory federal rate of 21% rate is applied to the provision for
income tax from the fiscal year of 2020 and 2019.
NOTE
9 – RESTATEMENT
The
following table presents the effect of the restatements on the
Company’s previously issued balance sheet as of December 31,
2018:
| |
|
As
Previously
Reported |
|
|
Adjustments |
|
|
As
Restated |
|
| |
|
|
|
|
|
|
|
|
|
| Due
to related parties |
|
$ |
153,626 |
|
|
$ |
(33,408 |
) |
|
$ |
120,218 |
|
| Total
Liabilities |
|
|
187,471 |
|
|
|
(33,408 |
) |
|
|
154,063 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated
deficit |
|
|
(177,501 |
) |
|
|
33,408 |
|
|
|
(144,093 |
) |
| Total
stockholders’ equity |
|
$ |
61,618 |
|
|
$ |
33,408 |
|
|
$ |
95,026 |
|
The
following table presents the effect of the restatements on the
Company’s previously issued statement of operations:
| |
|
As
Previously
Reported |
|
|
Adjustments |
|
|
As
Restated |
|
| |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
184,692 |
|
|
$ |
(33,408 |
) |
|
$ |
151,284 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
loss |
|
|
(171,327 |
) |
|
|
33,408 |
|
|
|
(137,919 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before
income taxes |
|
|
(160,545 |
) |
|
|
33,408 |
|
|
|
(127,137 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(160,545 |
) |
|
$ |
33,408 |
|
|
$ |
(127,137 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss per share
- basic and diluted |
|
$ |
(0.03 |
) |
|
|
|
|
|
$ |
(0.02 |
) |
The
following table presents the effect of the restatements on the
Company’s previously issued statement of stockholder’s
equity:
| |
|
Accumulated |
|
|
Total |
|
| |
|
Deficit |
|
|
Stockholders’ Equity |
|
| |
|
|
|
|
|
|
| Balance as of December 31, 2018, as
previously reported |
|
$ |
(177,501 |
) |
|
$ |
61,618 |
|
| |
|
|
|
|
|
|
|
|
| Correction of errors |
|
|
33,408 |
|
|
|
33,408 |
|
| Balance as of December 31, 2018,
as restated |
|
$ |
(144,093 |
) |
|
$ |
95,026 |
|
The
following table presents the effect of the restatements on the
Company’s previously issued statement of cash flow:
| |
|
As of
December 31, 2018 |
|
| |
|
As
Previously Reported |
|
|
Adjustments |
|
|
Notes |
|
|
As
Restated |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(160,545 |
) |
|
$ |
33,408 |
|
|
|
8 |
|
|
$ |
(127,137 |
) |
| Net cash used
in operating activities |
|
|
(118,258 |
) |
|
|
33,408 |
|
|
|
|
|
|
|
(84,850 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from
related parties |
|
|
136,297 |
|
|
|
(33,408 |
) |
|
|
6 |
|
|
|
102,889 |
|
| Net cash
provided by financing activities |
|
$ |
362,347 |
|
|
$ |
(33,408 |
) |
|
|
|
|
|
$ |
328,939 |
|
$33,408
bad debt expense related to other receivable in 2018 was reversed
because that amount was collected in 2018.
NOTE
10 - SUBSEQUENT
EVENT
Management
has evaluated subsequent events through March 15, 2021, the date
that the financial statements were available to be issued. All
subsequent events requiring recognition as of December 31, 2020
have been incorporated into these financial statements and there
are no subsequent events that require disclosure in accordance with
FASB ASC Topic 855, “Subsequent Events.”
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The
Company’s management is responsible for establishing and
maintaining a system of disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) that is designed
to ensure that information required to be disclosed by the Company
in the reports that the Company files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s rules and forms.
Disclosure controls and procedure include, without limitations,
controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files
or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or
persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation
was completed by the Company’s Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures as of the end
of the period covered by this Annual Report. Based on that
evaluation, the Company’s sole officer concluded that the Company’s
disclosure controls and procedures were not effective in providing
reasonable assurance that the information required to be disclosed
in the Company’s reports filed or submitted under the Exchange Act
was recorded, processed, summarized, and reported within the time
periods specified in the Commission’s rules and forms.
Management’s Report on Internal Control over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, the company’s principal
executive and principal financial officers and effected by the
company’s board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally
accepted in the United States of America and includes those
policies and procedures that:
|
● |
Pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets
of the company; |
|
|
|
|
● |
Provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and |
|
|
|
|
● |
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial
statements. |
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though
not eliminate, this risk.
As of
December 31, 2020, management assessed the effectiveness of our
internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in
Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) and
SEC guidance on conducting such assessments. Based on that
evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to
detect the inappropriate application of US GAAP rules as more fully
described below. This was due to deficiencies that existed in the
design or operation of our internal controls over financial
reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.
The
matters involving internal controls and procedures that our
management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (1) lack of
a functioning audit committee, resulting in ineffective oversight
in the establishment and monitoring of required internal controls
and procedures; (2) inadequate segregation of duties consistent
with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by our
management in connection with the review of our financial
statements for the year ended December 31, 2020.
Management
believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee
and the lack of a majority of outside directors on our board of
directors results in ineffective oversight in the establishment and
monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements
in future periods.
This
annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only the
management’s report in this annual report.
Management’s Remediation Initiatives
Given
the financial resources available to the Company, the Company is
not in a position to institute any realistic remediation of the
identified material weaknesses and other deficiencies and enhance
our internal controls. As such time as the Company commences
operations and has no financial resources to address and eliminate
the identified weaknesses, we intend to take action to do so.
Unfortunately, until the Company has such financial resources, the
identified weaknesses will continue to exist.
Changes in Internal Control over Financial
Reporting. During the last quarter of the Company’s
fiscal year ended December 31, 2020, there were no changes in the
Company’s internal control over financial reporting during the
period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Limitations on the Effectiveness of Controls. A
control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, if any, within
a company have been detected.
ITEM 9B. OTHER
INFORMATION
None
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Set
forth below is the name of our sole director and executive officer,
his age, all positions and offices that he held with us, the period
during which he has served as such, and her business experience
during at least the last five years.
|
Name |
|
Age |
|
Positions
Held |
| |
|
|
|
|
| Chunxia
Jiang |
|
58 |
|
CEO,
CFO President, Treasurer,
Secretary
and a Director since 2018
|
Chunxia Jiang (58). For over five years, Ms. Jiang has
served as the manager of the Kitimat Hotel in Kitimat, B.C.,
Canada. In addition, for the past twenty years, she has been
engaged on a self-employed basis as a business and financial
consultant, together with an associate network, with a wide-range
of both publicly-reporting and private companies. She graduated
with a four-year degree from university in Beijing, China and has
resided and worked in Canada since 1995.
Ms.
Jiang devotes approximately 25% of her business time to the affairs
of the Company. The time Ms. Jiang spends on the business affairs
of the Company varies from week to week and is based upon the needs
and requirements of the Company.
Audit Committee and Audit Committee Financial
Expert
We do
not currently have an audit committee financial expert, nor do we
have an audit committee. Our entire board of directors, which
currently consists of Ms. Jiang, handles the functions that would
otherwise be handled by an audit committee. We do not currently
have the capital resources to pay director fees to a qualified
independent expert who would be willing to serve on our board and
who would be willing to act as an audit committee financial expert.
As our business expands and as we appoint others to our board of
directors we expect that we will seek a qualified independent
expert to become a member of our board of directors. Before
retaining any such expert our board would make a determination as
to whether such person is independent.
Section 16(a) Beneficial Ownership Reporting
Compliance.
Section
16(a) of the Securities Act of 1934 requires the Company’s officers
and directors, and greater than 10% stockholders, to file reports
of ownership and changes in ownership of its securities with the
Securities and Exchange Commission. Copies of the reports are
required by SEC regulation to be furnished to the Company. Based on
management’s review of these reports during the fiscal year ended
December 31, 2019 all reports required to be filed were filed on a
timely basis.
Code of Ethics
Our
board of directors has adopted a code of ethics that our officers,
directors and any person who may perform similar functions are
subject to. Currently Ms. Jiang is our only officer and our sole
director, therefore, She is the only person subject to the Code of
Ethics. If we retain additional officers in the future to act as
our principal financial officer, principal accounting officer,
controller or persons serving similar functions, they would become
subject to the Code of Ethics. The Code of Ethics does not indicate
the consequences of a breach of the code. If there is a breach, the
board of directors would review the facts and circumstances
surrounding the breach and take action that it deems appropriate,
which action may include dismissal of the employee who breached the
code. Currently, since Ms. Jiang serves as the sole director and
sole officer, She is responsible for reviewing her own conduct
under the Code of Ethics and determining what action to take in the
event of his own breach of the Code of Ethics.
ITEM 11. EXECUTIVE
COMPENSATION.
No
past officer or director of the Company has received any
compensation and none is due or payable. Our sole current officer
and director, Chunxia Jiang, does not receive any compensation for
the services she renders to the Company, has not received
compensation in the past, and is not accruing any compensation
pursuant to any agreement with the Company. We currently have no
formal written salary arrangement with our sole officer. Ms. Jiang
may receive a salary or other compensation for services that she
provides to the Company in the future. No retirement, pension,
profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of the
Company’s employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The
following table sets forth certain information regarding beneficial
stock ownership as of March 5, 2021 of (i) all persons known to us
to be beneficial owners of more than 5% of our outstanding common
stock; (ii) each director of our company and our executive
officers, and (iii) all of our officers and directors as a group.
Each of the persons in the table below has sole voting power and
sole dispositive power as to all of the shares shown as
beneficially owned by them, except as otherwise
indicated.
|
Name |
|
Number
of Shares
Beneficially
Owned(1)
|
|
|
Percent
of
Outstanding
Shares(1)
|
|
| Chunxia
Jiang |
|
|
6,000,000 |
|
|
|
89.1 |
% |
| 506 Enterprise
Ave. |
|
|
|
|
|
|
|
|
| Kitimat, BC, Canada
V8C 2E2 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Officers and directors
as a group (one person) |
|
|
6,000,000 |
|
|
|
89.1 |
% |
|
(1) |
For
the purposes of this table, a person is deemed to have “beneficial
ownership” of any shares of capital stock that such person has the
right to acquire within 60 days of March 5, 2021. All percentages
for common stock are calculated based upon a total of 6,731,667
shares outstanding as of March 5, 2021, plus, in the case of the
person for whom the calculation is made, that number of shares of
common stock that such person has the right to acquire within 60
days of March 5, 2021. |
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
On
December 1, 2018 (and restructured on February 28, 2019), whereby
MS Young advanced a loan to 0731380 in the initial face amount of
$150,000 (the “Loan”), which was be payable one (1) year following
the advance of funding of the Loan. In the quarter ended December
31, 2019, the principal of the Loan was fully repaid, and the
Company recognized $4,500 interest having been paid on the Loan.
$4,500 remained reflected as a loan from related party at December
31, 2019. 0731380 BC Ltd repaid the back interest of $4,500 prior
to the end of December 2020.
Director Independence
As of
December 31, 2020, Chunxia Jiang was the sole director of the
Company. Ms. Jiang is not considered “independent” in accordance
with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not
currently traded on NASDAQ and are therefore not required to comply
with the NASDAQ Marketplace Rules.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.
AUDIT
FEES
The
aggregate fees billed by our auditors, B F Borgers CPA PC was $20,000 for professional services
rendered for the audit of our annual financial statements for the
fiscal year ended December 31, 2020. In addition, the Company paid
its prior auditors, ZH CPA $13,000 in connection with the audit of
our annual financial statements for the fiscal year ended December
31, 2019.
AUDIT-RELATED
FEES
During
the last two fiscal years, no fees were billed or incurred for
assurance or related services by either of our auditors that were
reasonably related to the audit or review of financial statements
reported above.
TAX
FEES
There
were no tax preparation fees billed for the fiscal years ended
December 31, 2020 or 2019.
ALL
OTHER FEES
During
the last two fiscal years, no other fees were billed or incurred
for services by our auditors other than the fees noted above. Our
board, acting as an audit committee, deemed the fees charged to be
compatible with maintenance of the independence of our
auditors.
THE
BOARD OF DIRECTORS PRE-APPROVAL POLICIES
We do
not have a separate audit committee. Our full board of directors
performs the functions of an audit committee. Before an independent
auditor is engaged by us to render audit or non-audit services, our
board of directors pre-approves the engagement. Board of directors
pre-approval of audit and non-audit services will not be required
if the engagement for the services is entered into pursuant to
pre-approval policies and procedures established by our board of
directors regarding our engagement of the independent auditor,
provided the policies and procedures are detailed as to the
particular service, our board of directors is informed of each
service provided, and such policies and procedures do not include
delegation of our board of directors’ responsibilities under the
Exchange Act to our management. Our board of directors may delegate
to one or more designated members of our board of directors the
authority to grant pre-approvals, provided such approvals are
presented to the board of directors at a subsequent meeting. If our
board of directors elects to establish pre-approval policies and
procedures regarding non-audit services, the board of directors
must be informed of each non-audit service provided by the
independent auditor. Board of Directors pre-approval of non-audit
services, other than review and attest services, also will not be
required if such services fall within available exceptions
established by the SEC. For the fiscal year ended December 31, 2020
and 2019, 100% of audit-related services, tax services and other
services performed by our independent auditors were pre-approved by
our board of directors.
Our
board has considered whether the services described above under the
caption “All Other Fees”, which are currently none, is compatible
with maintaining the auditor’s independence.
The
board approved all fees described above.
PART IV
ITEM 15. EXHIBITS, FINANCIAL
STATEMENTS
The
following documents are filed as part of this 10-K:
1.
FINANCIAL STATEMENTS
The
following documents are filed in Part II, Item 8 of this annual
report on Form 10-K:
|
|
● |
Report of B F Borgers CPA PC, Independent Registered Certified
Public Accounting Firm for the fiscal year ended December 31,
2020
|
|
|
|
|
|
|
● |
Report
of ZH CPA, LLC, Independent Registered Certified Public Accounting
Firm for the fiscal years ended December 31, 2019 and
2018 |
|
|
|
|
|
|
● |
Balance
Sheets as of December 31, 2020 and 2019 (audited) |
|
|
|
|
|
|
● |
Statements
of Operations for the years ended December 31, 2020 and 2019
(audited) |
|
|
|
|
|
|
● |
Statements
of Changes in Stockholders’ Equity for the period from December 31,
2018 to December 31, 2020 (audited) |
|
|
|
|
|
|
● |
Statements
of Cash Flows for the years ended December 31, 2020 and 2019
(audited) |
|
|
|
|
|
|
● |
Notes
to Financial Statements |
2.
FINANCIAL STATEMENT SCHEDULES
All
financial statement schedules have been omitted as they are not
required, not applicable, or the required information is otherwise
included.
3.
EXHIBITS
The
exhibits listed below are filed as part of or incorporated by
reference in this report.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
| |
MS
Young Adventure Enterprise, Inc. |
| |
(Registrant) |
|
|
|
|
| |
By |
/s/
Chunxia Jiang |
| |
|
Chunxia
Jiang |
| |
|
President,
Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer |
| |
|
|
| |
Date: |
March
15, 2021 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of
the registrant and in the capacity and on the date
indicated.
|
|
By |
/s/
Chunxia Jiang |
| |
|
Chunxia
Jiang |
| |
|
Sole
Director, President, Chief Executive Officer, Chief Financial
Officer and Principal Accounting Officer |
| |
|
|
| |
Date: |
March 15,
2021 |
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